VMED: Virgin Media Inc.: Full Year and Fourth Quarter 2012 Results

  VMED: Virgin Media Inc.: Full Year and Fourth Quarter 2012 Results

UK Regulatory Announcement

                       A YEAR OF STRONG CUSTOMER GROWTH

LONDON

London, England, February 5, 2013 – 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
  *OCF^1 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

  *FCF^2 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 customers^3 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.

Contacts             
                        
Investor Relations:
Richard Williams:       +44 (0)1256 753037 /
                        richard.williams@virginmedia.co.uk
Phil Rudman:            +44 (0)1256 752677 / phil.rudman@virginmedia.co.uk
                        
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
                        

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,     Dec 31,       Dec 31,     Dec 31,
                           2012          2011          2012          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 -         874.4         850.6         3,430.2       3,354.4
Total
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       232.1         294.4         1,039.7       1,149.1
operating activities
                                                                     
                                                                     
SELECTED CONSUMER
OPERATIONS STATISTICS
                           Dec 31,       Dec 31,       Dec 31,       Dec 31,
                           2012          2011          2012          2011
                           000's         000's         000's         000's
                                                                     
Consumer cable             4,894.3       4,805.6       4,894.3       4,805.6
customers
                                                                     
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,       Dec 31,       Dec 31,       Dec 31,
                           2012          2011          2012          2011
                           000's         000's         000's         000's
                                                                     
Consumer cable             42.7          15.0          88.7          5.6
customer net additions
                                                                     
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 margin^6 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 investedover £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 tozero.

Under US GAAP accounting principles, we are required
tocontinuallyevaluatethe need for avaluation allowance and have determined
it is more likely than not that in future wewill 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 debt^8 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 Form10-K for the year ended December31,
2011, or the 2011 Annual Report, as filed with the U.S. Securities and
Exchange Commission, or SEC, on February21, 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               405.8       402.9         1,629.2    1,605.6
     depreciation shown
     separately below)
     Selling, general and
     administrative              191.7       197.1         817.8      796.0
     expenses
     Restructuring and           (1.4)       0.7           2.7        8.4
     other charges
     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           (129.2)     -             (187.8)    (47.2)
     debt
     Share of income from        -           -             -          18.6
     equity investments
     Gain (loss) on
     disposal of equity          -           0.8           -          (7.2)
     investments
     Gain (loss) on
     derivative                  80.2        (10.2)        148.1      (50.7)
     instruments
     Foreign currency loss       (0.8)       (3.2)         (6.3)      (2.4)
     Interest income and         0.3         (1.2)         6.8        82.6
     other, net
Income from continuing
operations before income         65.0        47.0          261.4      93.1
taxes
     Income tax (expense)        2,592.0     1.2           2,591.2    (16.0)
     benefit
Income from continuing           2,657.0     48.2          2,852.6    77.1
operations
Loss on discontinued             -           -             -          (1.2)
operations, net of tax
Net income                       £ 2,657.0   £ 48.2        £          £ 75.9
                                                           2,852.6
Other Comprehensive
income, net of tax
     Currency translation        £ (1.1)     £ (0.9)       £ 11.3     £ (12.7)
     adjustment
     Net (losses) gains on
     derivatives, net of         (19.8)      (0.2)         (130.3)    (24.2)
     tax
     Reclassification of
     derivative gains            4.7         (1.3)         94.2       1.0
     (losses) to net
     income, net of tax
     Pension liability
     adjustment, net of          (12.8)      (20.1)        (11.0)     (20.6)
     tax
Other Comprehensive              £ (29.0)    £ (22.5)      £ (35.8)   £ (56.5)
income, net of tax
Comprehensive income             £ 2,628.0   £ 25.7        £          £ 19.4
                                                           2,816.8
                                                                      
Per share amounts
Income from continuing
operations
     Basic earnings per          £ 9.88      £ 0.16        £ 10.40    £ 0.25
     share
     Diluted earnings per        £ 8.19      £ 0.16        £ 8.75     £ 0.24
     share
                                                                      
Net income
     Basic earnings per          £ 9.88      £ 0.16        £ 10.40    £ 0.24
     share
     Diluted earnings per        £ 8.19      £ 0.16        £ 8.75     £ 0.24
     share
Dividends per share (in          $0.04       $0.04         $0.16      $0.16
U.S. Dollars)
                                                                      

                                                               
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         443.8          435.4
(2011)
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       61.5           75.7
amortization of £50.6 (2012) and £44.0 (2011)
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)      1.4            1.6
shares
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          35.7            31.7
prepayment premiums
Income from equity accounted investments, net        -               (0.6)
of dividends received
Unrealized gains on derivative instruments,          (160.6)         12.8
net of cash settlements
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,        (70.7)         (81.2)
net of effect from business disposals
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              -               108.2
investments
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,       8.2             17.5
net of taxes reimbursed
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           (26.0)          65.5
interest rate swaps
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          (1.6)           (2.0)
cash equivalents
(Decrease) increase in cash and cash                 (94.1)          (179.1)
equivalents
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             £ 406.9         £ 435.2
exclusive of amounts capitalized
                                                                     

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

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

B1) QUARTERLY SEGMENT REVENUE AND CONTRIBUTION, TOTAL OCF AND OPERATING INCOME
(in £ millions) (unaudited)
                                                            
                  Three months ended
                  December     September       June          March       December
                  31,          30,             30,           31,         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     £            £ 1,027.7      £            £           £
                  1,039.7                      1,026.9       1,006.2     1,023.7
                                                                         
Segment
contribution
Consumer          £ 530.9      £ 521.9         £ 513.7       £ 486.7     £ 518.5
segment
Business          102.4        95.5           91.7         91.2        102.9
segment
Total segment     633.3        617.4           605.4         577.9       621.4
contribution
Other
operating and     (191.1)      (194.7)        (193.3)      (201.4)     (197.7)
corporate
costs
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         1.4          0.8            0.5          (5.4)       (0.7)
charges
Consolidated
operating         £ 208.6      £ 180.0        £ 179.6      £ 130.9     £ 166.3
income
                                                                         

    OCF is a non-GAAP financial measure. See Appendix F for a discussion of
(1) 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     September       June        March     December
                   31,          30,             30,         31,       31,
                   2012         2012           2012       2012      2011
                                                                      
Costs and
expenses
Operating
costs
Consumer cost      £ 263.1      £ 245.1         £           £         £ 253.8
of sales                                        251.4       255.5
Business cost      48.0         56.8            56.7        61.6      54.0
of sales
Network and
other              94.7         101.4          95.1       99.8      95.1
operating
costs (1)
Total                                           £           £
operating          £ 405.8      £ 403.3        403.2      416.9     £ 402.9
costs
                                                                      
Selling,
general and
administrative
expenses
Employee and                                    £           £
outsourcing        £ 106.8      £ 110.0         109.7       116.0     £ 115.8
costs (2)
Marketing          39.0         46.7            54.1        52.6      33.3
costs (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     £ 191.7      £ 201.7        £          £         £ 197.1
expenses                                        211.6       212.8
                                                                      

      Network and other operating costs includes costs associated with the
(1)  provision of the network and operating platforms including associated
      employee, outsourcing and facilities costs and certain other operating
      expenses.
      Employee and outsourcing costs includes remuneration and benefits,
(2)   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   September   June 30,       March 31,      December
                 31,        30,                                       31,
                 2012       2012        2012           2012           2011
Customers
Opening          4,851.6    4,812.1         4,826.8        4,805.6    4,790.6
Customers
Gross adds       208.7      243.0           181.7          189.3      203.1
Gross            (166.0)    (203.5)         (196.4)        (168.1)    (188.1)
disconnects
Net customer
adds             42.7       39.5          (14.7)       21.2       15.0
(disconnects)
Closing          4,894.3    4,851.6         4,812.1        4,826.8    4,805.6
Customers
                                                                      
Monthly Cable
customer churn   1.1%       1.4%            1.4%           1.2%       1.3%
%
                                                                      
Products
Opening          12,145.6   12,068.6        12,071.5       11,998.7   11,975.9
products
Net product
adds             101.2      77.0          (2.9)        72.8       22.8
(disconnects)
Closing          12,246.8   12,145.6        12,068.6       12,071.5   11,998.7
products
                                                                      
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     101.2      77.0            (2.9)          72.8       22.8
(disconnects)
                                                                      
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 /       2.50       2.50            2.51           2.50       2.50
Customer
                                                                      
Bundled
Customers
Dual products    1,003.9    1,019.1         1,042.0        1,062.0    1,069.8
Triple           3,174.3    3,137.5         3,107.3        3,091.3    3,061.6
products
Percentage of
dual or triple   85.4%      85.7%           86.2%          86.0%      86.0%
products
Percentage of
triple           64.9%      64.7%           64.6%          64.0%      63.7%
products
                                                                      
Cable ARPU (1)   £ 48.87    £ 48.73         £ 48.82        £ 46.95    £ 47.85
ARPU
calculation:
Consumer cable
revenue          £ 714.9    £ 704.7         £ 706.1        £ 678.3    £ 688.5
(millions)
Average          4,875.9    4,820.6         4,821.1        4,816.6    4,796.9
customers
                                                                      

      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
(1)  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  September  June 30,     March 31,    December
                    31,       30,                                     31,
                    2012      2012        2012          2012          2011
Customers                                              
Opening Customers   203.9     218.6           233.0         248.2     261.3
Net customer
(disconnects)       (11.1)    (14.7)        (14.4)      (15.2)    (13.1)
adds
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  September   June 30,      March 31,     December
                    31,       30,                                     31,
                    2012      2012        2012          2012          2011
Contract
Customers (1)(2)
Opening Contract    1,670.9   1,641.9         1,588.0       1,523.9   1,421.4
Customers
Net contract        38.0      29.0          53.9        64.1      102.5
customer adds
Closing Contract    1,708.9   1,670.9         1,641.9       1,588.0   1,523.9
Customers (1)
                                                                      
Prepay Customers
(2)
Opening Prepay      1,360.7   1,384.8         1,420.0       1,513.4   1,566.9
Customers
Net prepay
customer            (32.1)    (24.1)        (35.2)      (93.4)    (53.5)
disconnects
Closing Prepay      1,328.6   1,360.7       1,384.8     1,420.0   1,513.4
Customers
                                                                      
Total Closing       3,037.5   3,031.6       3,026.7     3,008.0   3,037.3
Customers (2)
                                                                      
Mobile Revenue
Contract service
revenue             £ 102.3   £ 100.6         £ 99.6        £ 98.7    £ 97.6
(millions) (3)
Prepay service
revenue             34.9      33.2            34.9          36.4      41.4
(millions) (3)
Equipment revenue   5.9       3.0           1.9         3.4       3.2
(millions)
                    £ 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     £ 137.2   £ 133.8         £ 134.5       £ 135.1   £ 138.9
(millions)
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.
      Mobile customer information is for active customers. Prepay customers
      are defined as active customers if they have made an outbound call or
(2)   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.
      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
(3)   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.
      Mobile ARPU is calculated on a quarterly basis by dividing service
      revenue (contract and prepay) for the period by the average number of
(4)   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  September   June 30,   March     December
                     31,        30,                        31,        31,
                     2012       2012         2012        2012       2011
                                                                     
Operating income
before
depreciation,
amortization,
goodwill and
intangible asset
impairments and
restructuring and
other charges        £ 442.2    £ 422.7       £ 412.1      £ 376.5    £ 423.7
(OCF)
Purchase of fixed
and intangible       (210.8)    (202.7)       (185.6)      (184.1)    (177.4)
assets
Interest expense     (93.8)     (100.0)       (98.1)       (105.3)    (106.7)
(net) (1)
                                                                
Free Cash Flow       £ 137.6    £ 120.0      £ 128.4     £ 87.1     £ 139.6
(FCF)
                                                                      

      For the three months ended June 30, 2012, interest expense (net) is
(1)  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  September  June 30,    March 31,   December
                     31,        30,                                   31,
                     2012       2012        2012         2012         2011
                                                        
NCTA Fixed Asset
Additions
Customer premises    £ 77.3     £ 84.3          £ 88.9       £ 96.2   £ 108.3
equipment (CPE)
Scaleable            60.0       51.5            76.2         62.9     56.6
infrastructure
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     207.5      202.1           237.2        232.1    226.4
Asset Additions
Non NCTA Fixed       1.2        1.1           1.2        1.0      0.6
Asset Additions
Total Fixed Asset
Additions (Accrual   208.7      203.2           238.4        233.1    227.0
Basis)
                                                                      
Fixed assets
acquired under       (10.6)     (24.7)          (30.1)       (23.5)   (61.2)
capital leases (1)
Changes in
liabilities
related to:
Fixed Asset
Additions (Accrual   12.7       24.2          (22.7)     (25.5)   11.6
Basis)
Total Purchase of                               £            £
Fixed and            £ 210.8    £ 202.7       185.6      184.1    £ 177.4
Intangible Assets
                                                                      
Comprising:
Purchase of Fixed    210.8      202.7           185.6        184.1    177.4
Assets
Purchase of          -          -             -          -        -
Intangible Assets
                     £ 210.8    £ 202.7       £          £        £ 177.4
                                                185.6        184.1
                                                                      

      CPE and Fixed assets acquired under capital leases for the three months
      ended December 31, 2011 includes £55.5 million in relation to TiVo
(1)  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   September   June 30,     March 31,    December
                     31,        30,                                   31,
                     2012       2012        2012         2012         2011
                                                                      
Opening                                         £            £
capital lease        £ 244.2    £ 241.0         260.2        258.0    £ 213.3
liability
Additions            10.6       24.7            30.1         23.5     5.7
TiVo operating
lease                -          -               -            -        55.5
conversion
Principal
payments on          (25.8)     (21.5)          (28.8)       (21.3)   (16.5)
capital leases
Lease
termination          -          -             (20.5)     -        -
(1)
Closing                                         £            £
capital lease        £ 229.0    £ 244.2       241.0      260.2    £ 258.0
liability
                                                              
Interest
expense on           £ 3.5      £ 3.6         £ 4.5      £ 4.4    £ 4.0
capital leases
                                                                      

      During the three months ended June 30, 2012, we terminated certain
(1)  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 OCF  is 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     December  September   June      March
                     31,          31,        30,           30,         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     (951.7)      (235.0)    (243.5)       (233.0)     (240.2)
amortization
Restructuring
and other            (2.7)        1.4        0.8          0.5        (5.4)
charges
Operating income     £ 699.1      £ 208.6    £ 180.0      £ 179.6    £ 130.9
                                                                       
                     
                     Year ended   Three months ended
                     December     December   September     June        March
                     31,          31,        30,           30,         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     (1,041.6)    (256.7)    (263.7)       (258.3)     (262.9)
amortization
Restructuring
and other            (8.4)        (0.7)      (6.2)        1.1        (2.6)
charges
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   September   June 30,      March 31,     December
                   31,        30,                                     31,
                   2012       2012        2012          2012          2011
                                                                      
Free Cash Flow     £ 137.6    £ 120.0         £ 128.4       £ 87.1    £ 139.6
(FCF)
                                                                      
Reconciling
items (see Note
below):
Purchase of
fixed and          210.8      202.7           185.6         184.1     177.4
intangible
assets
Changes in
operating assets   16.9       9.4             (71.7)        (25.3)    5.2
and liabilities
Non-cash           3.8        3.4             6.1           7.6       5.3
compensation
Non-cash           (30.2)     32.0            (20.3)        17.9      (3.6)
interest
Share of net
income of          -          -               -             -         -
affiliates
Realized foreign
exchange           (0.9)      (0.1)           (1.4)         (5.1)     (2.6)
(losses) gains
Realized losses    (3.1)      (4.4)           (3.0)         (2.0)     (27.0)
on derivatives
Restructuring
and other          1.4        0.8             0.5           (5.4)     (0.7)
charges
Income taxes       (0.2)      0.7             1.3           1.3       (0.9)
Debt redemption    (104.0)    -               -             (48.1)    -
premium cost
Other (1)          -          -               5.5           -         1.7
Net cash                                                      
provided by
operating          £ 232.1    £ 364.5       £ 231.0     £ 212.1   £ 294.4
activities
                                                                      

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

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

       Certain of the derivatives described below do not qualify in hedge
       accounting relationships under US GAAP. The hedged rate is defined as
(1)   the amount in GBP we would repay at maturity relating to debt
       obligations, net of any payments or receipts on related derivative
       instruments.
       Face value of $1,350m hedged at $1.6149 to August 2016 at December 31,
(2)    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.
       Face value of $500m and $600m hedged at $1.6539 and $1.6535 to October
(4)    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.
       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
(11)   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.
       The carrying value of the £650m 5.50% senior secured notes due 2021 has
(12)   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.
       See Appendix F for a reconciliation of operating income before
       depreciation, amortization, goodwill and intangible asset impairments
(15)   and restructuring and other charges (OCF) to GAAP operating income for
       the three months and last twelve months ended December 31, 2012 and
       2011.
       

Contact:

Virgin Media Inc.

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