New Release

23 Oct 2012
Nine Months and Third Quarter 2012 Results
London, England, October 23, 2012 - Virgin Media Inc. (NASDAQ: VMED; LSE: VMED) announces results for the nine months
and quarter ended September 30, 2012.
     Solid financial performance 
* Revenue up 3.1% to £3,061m for the nine months* Revenue up 2.8% to £1,028m for the quarter* OCF(1)up 3.8% to £1,211m
for the nine months* OCF up 6.1% to £423m for the quarter* Operating income of £491m for the nine months; £180m for the    
quarter* Net income of £196m for the nine months; £124m for the quarter* FCF(2)down 6.3% to £336m for the nine months;
down 11% to £120m for the quarter* Net cash provided by operating activities of £808m for the nine     months; £365m for
the quarter     Multiple sources of high quality revenue growth 
* Net cable customer additions of 39,500 in the quarter, up from 6,300* Churn down from 1.7% to 1.4% in the quarter*
Cable ARPU up 1.8% to £48.73 in the quarter* On-going improvement of customer base mix in the quarter* TiVo customers
increased 205,900 to 1.14m; now 30% of TV base* 52,200 increase in the paying TV base(3)* Superfast broadband customers
(30Mb and above) increased 452,900     to 1.8m, now 42% of broadband base* Mobile revenue down 3.1% to £137m in the
quarter* Business division revenue up 9.5% to £169m in the quarter     Capital Return programme continued 
* £113m of stock buybacks executed in Q3; £122m remaining buyback authority this year* Tendering for up to $1.6bn of
high coupon unsecured debt to reduce interest costs and lengthen debt maturities     Neil Berkett, Chief Executive
Officer of Virgin Media, said: 'This has been a quarter where continued strong demand for superfast broadband and TiVo
has led to lower churn and meaningful cable customer growth. Combined with progress in our business division, we have
again delivered solid financial progress with continued revenue and OCF growth, translating into strong Free Cash Flow
and shareholder returns.'
     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 September 30, 2012, unless
otherwise stated. Comparisons of financial and operating statistics are to the third quarter of 2011, unless otherwise
stated. Where financial information is given for the nine months ended September 30, 2012, any comparisons are to the
nine months ended September 30,  2011, unless otherwise stated. 
     Conference call details 
    There will be a conference call today for analysts and investors in London at 1pm UK time / 8am ET, which can be
accessed live on the Company's website, www.virginmedia.com/investors. Analysts and investors can also dial in on +1 646
254 3360 in the United States or +44 (0) 20 7784 1036 outside of the US - passcode 7849656ž for all participants. The
conference call replay will be available approximately two hours after the end of the call until midnight on Tuesday,
October 30, 2012. The dial-in replay number for the US is: +1 347 366 9565 and the international dial-in replay number
is: +44 (0)20 3427 0598 - passcode: 7849656ž.
     Forward-looking statements 
    This release contains certain forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Please refer below to 'Safe Harbour Statement under the U.S. Private Securities
Litigation Reform Act of 1995' for a more detailed discussion regarding these forward-looking statements.
 SUMMARY FINANCIAL RESULTS                           3 Months ended                      9 Months ended
                                    Sept 30, 2012     Sept 30, 2011     Sept 30, 2012     Sept 30, 2011
                                               £m                £m                £m                £m
 Revenue
 Cable                                      704.7         685.0               2,089.2       2,033.3
 Mobile                                     136.8         141.2                 411.6         410.7
 Non-cable                                   17.6          19.8                  55.0          59.8    
 Consumer segment - Total                   859.1         846.0               2,555.8       2,503.8
 Business segment                           168.6         154.0                 505.0         464.3    
 Total Revenue                            1,027.7       1,000.0               3,060.8       2,968.1
                                                                                                       
 OCF                                        422.7         398.3               1,211.3       1,166.5
                                                                                                       
 Operating income                           180.0         128.4                 490.5         373.9
                                                                                                       
 FCF                                        120.0         135.5                 335.5         358.1
                                                                                                       
 Net cash provided by operating             364.5         297.0                 807.6         854.7
 activities
                                                                                                       
 SELECTED CONSUMER OPERATIONS
 STATISTICS
                                    Sept 30, 2012     Sept 30, 2011     Sept 30, 2012     Sept 30, 2011
                                            000's             000's             000's             000's
                                                                                                       
 Consumer cable customers                 4,851.6       4,790.6               4,851.6       4,790.6
                                                                                                       
 Consumer cable products
 Broadband                                4,209.5       4,072.9               4,209.5       4,072.9
 Television                               3,778.4       3,762.0               3,778.4       3,762.0
 Telephone                                4,157.7       4,141.0               4,157.7       4,141.0    
                                         12,145.6      11,975.9              12,145.6      11,975.9
                                                                                                       
 Mobile - contract                        1,670.9       1,421.4               1,670.9       1,421.4
                                                                                                       
                                                                                                       
                                                     3 Months ended                      9 Months ended
                                    Sept 30, 2012     Sept 30, 2011     Sept 30, 2012     Sept 30, 2011
                                            000's             000's             000's             000's
                                                                                                       
 Consumer cable customer net                 39.5           6.3                  46.0          (9.5   )
 additions (disconnections)
                                                                                                       
 Net consumer cable product
 additions (disconnections)
 Broadband                                   56.9          24.3                 106.6          61.8
 Television                                  10.7          (5.7   )              15.3         (16.8   )
 Telephone                                    9.4         (14.0   )              25.1         (20.8   )
                                             77.0           4.6                 147.0          24.2
                                                                                                       
 Mobile - contract                           29.0          74.8                 147.0         210.6
                                                                                                       
 Cable ARPU                                £48.73        £47.86                £48.17        £47.14
                                                                                                       
 Mobile ARPU                               £14.72        £15.22                £14.84        £14.73
     OVERVIEW 
     Sustainable revenue growth 
    Total revenue increased 2.8% in the quarter to £1,028m due to growth in both consumer and business segments. Gross
margin(4)improved by 4.4% to £624m. SG&A remained relatively flat at £202m, resulting in OCF of £423m, up 6.1%.
Operating income increased 40% to £180m and net income was £124m, compared to a net loss of £74m in the third quarter
last year.
    Free Cash Flow was down 11% to £120m reflecting the incremental capital investment in our broadband speed upgrade
programme. Net cash provided by operating activities was up 23% to £365m.
     Continued cable revenue growth 
    Consumer cable revenue increased 2.9% to £704.7m, reflecting 1.8% cable ARPU growth and an increase of 1.3% in the
size of our customer base.
    The number of cable customers we serve grew by 39,500 during the quarter compared to 6,300 in Q3-11. Churn fell from
1.7% to 1.4% with gross disconnections down year-on-year for the fourth quarter in a row. These fell by 14% to 203,500.
    We added a net 30,200 triple-play customers during the quarter with triple-play penetration increasing to 64.7%.
     Strong superfast broadband and TiVo demand 
    Total broadband net additions in the quarter were 56,900 which is more than double as many as a year ago. We
continued to add customers taking superfast speeds (30Mb and above) through new customers joining as well as upgrading
existing customers. This superfast customer base increased by 452,900 during the quarter, taking the total to 1.8m or
42% of our broadband base.
    Demand for even faster speeds remains strong with around 44% of new broadband subscribers taking speeds of 60Mb or
higher during the quarter. We now have 837,500 customers on tiers between 50Mb and 120Mb.
    Our programme to double the broadband speeds of over 4m customers continues with over 40% of our network upgraded
for the new faster speeds as of October 22, 2012.
    At the same time, the appeal of our TiVo service is driving pay TV growth. We added 205,900 more TiVo customers
during the quarter to reach a total of 1.14m at the quarter-end, which represents 30% of our TV customer base. This
uptake has helped to drive the overall number of paying TV customers, which increased by 52,200 in the quarter.
    While TiVo demand remained strong, we managed the mix between new and existing customers to optimise returns
resulting in lower net additions than in the previous quarter. However, we achieved our highest ever TiVo gross
additions from new customers in the third quarter, whilst migrations and cross-sell only accounted for around 48% of
TiVo gross additions. This compares to around 60% of TiVo gross additions coming from migrations and cross-sell in the
previous four quarters.
    In the coming weeks, we will be launching the latest enhancement to our Virgin Media TiVo service - Virgin TV
Anywhere. This new development will allow our TV customers to stream live channels to their iPhone or iPad, with even
more available on their PC, Mac or laptop, including thousands of hours of on demand content. The iPad and online
versions will also allow Virgin Media TiVo customers to tap into their TiVo boxes to record shows, manage their
recordings and change their series links.
    We also re-launched our on demand movie pay-per-view service as 'Virgin Movies'. The revitalised movie service
offers over 500 of the latest films straight from the cinema as well as a massive catalogue of films available on-demand
on TV or via the web with the online service available to everyone, including non-Virgin Media customers as well.
     Mobile - sustained contract revenue growth 
    Mobile revenue was £136.8m, down 3.1% largely due to regulatory changes to mobile termination rates ('MTR') which
reduced the amount of inbound mobile revenue we received by approximately £7m in the quarter compared to Q3-11. 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 was broadly neutral. A decline in prepay service revenue of 22% to £34.5m was partially
offset by the 5.5% growth in contract service revenue to £99.2m.
    We increased our contract mobile base by 28,900 in the quarter. Contract net additions slowed as we shifted focus in
the quarter more towards quality customer growth with the launch of new all inclusive tariffs. We also focused handset
investment more towards customer retention and particularly those customers coming out of contract at the end of their
initial two-year term. We are planning a similar approach in the fourth quarter.
    The total contract base increased 18% from a year ago to 1.7m, while our prepay subscriber base reduced by 24,100
compared to a decline of 138,300 in the comparable period last year.
    At the quarter-end, we had approximately 809,800 cable households with at least one Virgin Mobile contract, which is
up 22% year-on-year. These homes had around 1.2m contract mobiles. We also estimate we have a further 205,400 cable
households with at least one of our prepay phones, meaning total mobile penetration of the cable base is around 21%,
leaving a significant growth opportunity 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 15.6% of our residential cable customer base, compared to around 13.7% a year ago. We have
approximately 757,000 quad-play customers, which is up 15% year-on-year.
     Growing Business data 
    Virgin Media Business revenue of £168.6m was up 9.5% in the quarter. Revenue for the nine months was £505.0m, up
8.8%, which represented 44% of total group revenue growth for the nine months.
    Continuing our strength in the Public Sector, we have recently been selected as supplier by the Yorkshire &
Humberside Partnership Management Board.
    As a result of our focus on mobile backhaul we have started to benefit from incremental revenue this quarter from an
extension to our current MBNL deal for an additional aggregation network and an extra 150 sites on top of the 2,000
sites under the existing contract.
     Capital Return Programme update 
    In July 2011, we announced a second phase capital return programme of up to £850m, which was increased in October
2011 by up to a further £250m following the sale of UKTV. The total second phase programme consists of up to £875m of
share buybacks and up to £225m in transactions relating to our debt and convertible debt, which may be effected through
open market, privately negotiated, and/or derivative transactions until the end of 2012. Combined with our previous
capital return programme, this takes the cumulative total to £1.8bn, of which £1.25bn is for completed or expected share
buybacks from mid-2010 to the end of 2012.
    In July, we entered into a $175m capped accelerated stock repurchase programme ('ASR') for a sterling cost of £113m,
under which we have received approximately 5.9m shares thus far. The final number of shares that we will ultimately
repurchase under this ASR will be determined on or before October 25, 2012.
    We have £122m remaining for share buybacks authorised by our Board to the end of 2012, which represents
approximately 2.5% of our equity market capitalisation as of October 21, 2012. As at September 30, 2012, we had 268.4m
shares outstanding.
    Approximately 24% of our share count at June 30, 2010 is expected to have been repurchased(5)by the end of 2012,
assuming the full Board authority is used in 2012, based on the share price as of October 21, 2012.
    On October 10, we announced the commencement of tender offers by our subsidiary Virgin Media Finance PLC (the
'Issuer') to purchase any and all of its dollar- and euro-denominated 9.50% Senior Notes due 2016 and up to $500 million
aggregate principal amount of its dollar-denominated 8.375% Senior Notes due 2019 and its sterling-denominated 8.875%
Senior Notes due 2019.
    The total premium cost and fees of the tender are expected to be approximately £130m, which forms part of our £225
million second-phase Capital Return Programme, announced in July 2011, of which £175 million remains available to
optimise Virgin Media's outstanding debt structure. The purpose of the tender offers is to enable Virgin Media to lower
its interest cost and enhance its capital structure by further extending its amortisation schedule. Virgin Media's
ongoing share buyback programme is still in place and is unaffected.
    The terms and conditions of the tender offers are described in the Offer to Purchase dated October 10, 2012
distributed to holders of the Notes. The tender offers are subject to the satisfaction of a financing condition
requiring the completion by Virgin Media Inc. or one of its subsidiaries of an offering of debt securities, a loan or
other financing transaction, on terms satisfactory to Virgin Media, to raise sufficient funds for the Issuer to pay the
total consideration for the Notes. Neither the tender offer for the 2016 Notes nor the tender offer for the 2019 Notes
is conditioned upon successful completion of the other offer.
    We remain on track to achieve our long-term net leverage, Net Debt to OCF(6), target of approximately 3.0x by
mid-2013, as previously announced.
    The transactions described above may be implemented by brokers for the company within certain pre-set parameters and
purchases may continue during closed periods in accordance with applicable restrictions. The stock so acquired will be
held in treasury or cancelled. Also, in connection with certain derivative and accelerated buyback transactions, the
associated counterparties may hedge their liabilities through transactions in our common stock.
     RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012 
     Comparisons of financial and operating statistics are to the third quarter of 2011, unless otherwise stated. 
     TOTAL REVENUE 
    Total revenue was up 2.8% to £1,028m, due to growth in both the consumer and business segments.
     CONSUMER SEGMENT 
     Cable 
    Cable revenue was up 2.9% at £704.7m, reflecting growth in both cable ARPU and the customer base.
     Mobile 
    Mobile revenue was £136.8m, down 3.1% largely due to the regulated change in MTRs and the decline in prepay service
revenue, partially offset by growth in contract service revenue.
     Non-cable 
    Non-cable revenue was down £2.2m to £17.6m mainly due to a reduction in the customer base from 261,300 to 203,900.
     BUSINESS SEGMENT 
    Business revenue was £168.6m, up 9.5%.
    Retail data revenue was up 12.6% to £78.0m, following our strategy of focusing on increasing demand for data
products. Wholesale data revenue was up 36% at £45.5m due mainly to revenue from new contracts.
    Retail voice revenue was down 13.3% to £32.7m, reflecting the continued structural decline in voice telephony.
Wholesale voice revenue was up £1.0m to £5.0m. Local Area Network Solutions and other revenue was down £2.1m to £7.4m.
    The nature of this segment is that significant contracts will cause some unevenness in our revenues as we continue
to grow. For example, revenue growth in this quarter was helped by replacing and enhancing a contract with a key
customer.
     OPERATING COSTS AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) 
    Operating costs (exclusive of depreciation) were £403.3m, up 0.4% as lower consumer cost of sales were partially
offset by higher business cost of sales and higher network and other operating costs. Gross margin percentage grew from
59.8% to 60.8%.
    SG&A was relatively flat, increasing by just 0.9% to £201.7m.
     OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION, GOODWILL AND INTANGIBLE ASSET IMPAIRMENTS AND RESTRUCTURING AND
OTHER CHARGES (OCF) 
    OCF()was up 6.1% at £422.7m, mainly due to improved revenue and gross margin.
     OPERATING INCOME 
    Operating income was £180.0m, up 40%, mainly due to improved revenue and gross margin and reduced amortization
expense.
    Depreciation expense was up 3.3% at £243.5m. 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.
     NET INCOME 
    Net income was £123.9m compared to a net loss of £73.8m in the third quarter last year. The improvement was mainly
due to a third quarter gain of £44.0m on derivative instruments this year compared to a £59.3m loss in the third quarter
last year. This gain was principally due to an increase in the value of our conversion hedges, which was driven by an
increase in our share price during the quarter.
     CAPITAL EXPENDITURE 
     Capital expenditure guidance 
    Excluding the incremental £110m investment in 2012 on our broadband speed upgrade that we announced in January,
Virgin Media's cash capital expenditure (purchase of fixed and intangible assets) will remain within current guidance of
15 to 17% of revenue for 2012 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. All other
strategic growth opportunities will be met within this guidance.
     Fixed assets 
    Fixed asset additions (accrual basis)(7)were up £19.8m to £203.2m mainly due to £23.3m spent on the broadband speed
upgrade.
    The total purchase of fixed and intangible assets was up £47.0m at £202.7m mainly due to the increase in fixed asset
additions (accrual basis) and the timing of cash payments to suppliers, partially offset by increases in assets acquired
under capital leases. Total purchase of fixed and intangible assets included £31.1m spent on the broadband speed
upgrade.
     Leasing 
    The total amount of fixed assets acquired under capital leases was £24.7m, representing 2.4% of revenue in the
quarter. We made principal payments on capital leases of £21.5m and the capital lease balance increased from £241.0m at
the end of the second quarter to £244.2m at the end of the third quarter.
    The interest charge on capital leases was £3.6m during the quarter.
     FREE CASH FLOW 
    Free Cash Flow was down 11% to £120.0m 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 up 23% at £364.5m
mainly due to increased operating income, a reduction in cash interest driven by the timing of payments on our debt, and
a favourable change in operating assets and liabilities.
     DEBT 
    As of September 30, 2012, total debt consisted of £750m outstanding under our Senior Credit Facility, £1,676m of
Senior Notes, £2,582m of Senior Secured Notes, £541m of Convertible Senior Notes and £244m of capital leases and other
indebtedness. Cash and cash equivalents were £113m. Net debt(8)was £5,679m at the quarter-end.
    Interest expense was £100.2m, down 6.9% mainly due to a lower level of debt and lower average interest rates.
     'Safe Harbour' Statement under the Private Securities Litigation Reform Act of 1995 
    Various statements contained in this document constitute 'forward-looking statements' as that term is defined under
the Private Securities Litigation Reform Act of 1995. Words like 'believe,' 'anticipate,' 'should,' 'intend,' 'plan,'
'will,' 'expects,' 'estimates,' 'projects,' 'positioned,' 'think', 'strategy,' and similar expressions identify these
forward- looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements or industry results to be materially different from those contemplated,
projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These
factors, among others, include the following:
    ? We operate in highly competitive markets which may lead to a decrease in our revenue, increased costs, customer
churn or a reduction in the rate of customer acquisition;
    ? The sectors in which we compete are subject to rapid and significant changes in technology, and the effect of
technological changes on our businesses cannot be predicted;
    ? Our fixed line telephony is in decline and unlikely to improve;
    ? A failure in our network and information systems could significantly disrupt our operations, which could have a
material adverse effect on those operations, our business, our results of operations and financial conditions;
    ? Unauthorized access to our network resulting in piracy could result in a loss of revenue;
    ? We rely on third-party suppliers and contractors to provide necessary hardware, software or operational support
and are sometimes reliant on them in a way which could economically disadvantage us;
    ? The 'Virgin' brand is not under our control and the activities of the Virgin Group and other licensees could have
a material adverse effect on the goodwill towards us as a licensee;
    ? Our inability to provide popular programming or to obtain it at a reasonable cost could potentially have a
material adverse effect on the number of customers or reduce margins;
    ? Adverse economic developments could reduce customer spending for our TV, broadband and telephony services and
could therefore have a material adverse effect on our revenue;
    ? We are subject to currency and interest rate risks;
    ? We are subject to tax in more than one jurisdiction and our structure poses various tax risks;
    ? Virgin Mobile relies on Everything Everywhere's networks to carry its communications traffic;
    ? We do not insure the underground portion of our cable network and various pavement-based electronics associated
with our cable networks;
    ? We are subject to significant regulation, and changes in the U.K. and EU laws, regulations or governmental policy
affecting the conduct of our business may have a material adverse effect on our ability to set prices, enter new markets
or control our costs;
    ? We have substantial indebtedness which may have a material adverse effect on our available cash flow, our ability
to obtain additional financing if necessary in the future, our flexibility in reacting to competitive and technological
changes and our operations;
    ? We may not be able to fund our debt service obligations in the future; and
    ? The covenants under our debt agreements place certain limitations on our ability to finance future operations and
how we manage our business;
    These and other factors are discussed in more detail under 'Risk Factors' and elsewhere in our annual report on Form
10-K for the year ended December 31, 2011, or the 2011 Annual Report, as filed with the U.S. Securities and Exchange
Commission, or SEC, on February 21, 2012. We assume no obligation to update our forward-looking statements to reflect
actual results, changes in assumptions or changes in factors affecting these statements.
     Notes 
     Please see Appendix F for a reconciliation of all non-GAAP financial measures to their nearest GAAP equivalents. 
    (1)OCF is operating income before depreciation, amortization, goodwill and intangible asset impairments and
restructuring and other charges. OCF is a non-GAAP financial measure and the most directly comparable GAAP measure is
operating income.
    (2)Free Cash Flow, or FCF, is OCF reduced by purchase of fixed and intangible assets, as reported in our statements
of cash flows, and net interest expense, as reported in our statements of operations. FCF is a non-GAAP financial
measure and the most directly comparable GAAP measure is net cash provided by operating activities.
    (3)Paying TV base is our total TV customer base less those on packages which include a free TV service provided with
a non-TiVo set top box.
    (4)Gross margin is revenue less operating costs. Gross margin percentage is revenue less operating costs, divided by
revenue.
    (5)Based on closing share price as of October 21, 2012 and 268.4m shares outstanding at September 30, 2012.
    (6)Net Debt to OCF is Net Debt divided by OCF. It can be calculated on a last twelve months or on a quarterly
annualized basis. On a last twelve months basis it is Net Debt divided by OCF for the last twelve months. On a quarterly
annualized basis, it is Net Debt divided by OCF for the quarter multiplied by four. Net Debt and Net Debt to OCF are
non-GAAP financial measures.
    (7)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.
    (8)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                 Nine months
ended
                                                                              September 30,                    
September 30,
                                                                      2012             2011             2012            
2011
                                                                                                                             
                                                                                                                             
 Revenue                                                      £ 1,027.7        £ 1,000.0        £ 3,060.8        £
2,968.1
                                                                                                                             
 Costs and expenses
                                          Operating costs         403.3            401.7          1,223.4         
1,202.7
                                            (exclusive of
                                       depreciation shown
                                        separately below)
                                     Selling, general and         201.7            200.0            626.1           
598.9
                                           administrative
                                                 expenses
                                        Restructuring and          (0.8  )           6.2              4.1             
7.7
                                            other charges
                                             Depreciation         243.5            235.6            716.7           
694.6
                                             Amortization             -             28.1                -            
90.3   
                                                                  847.7            871.6          2,570.3         
2,594.2   
 Operating income                                                 180.0            128.4            490.5           
373.9
                                                                                                                             
 Other income (expense)
                                         Interest expense        (100.2  )        (107.6  )        (304.4  )       
(335.3  )
                                                  Loss on             -            (18.3  )         (58.6  )        
(47.2  )
                                        extinguishment of
                                                     debt
                                     Share of income from             -              3.6                -            
18.6
                                       equity investments
                                           Gain (loss) on             -             (8.0  )             -            
(8.0  )
                                       disposal of equity
                                              investments
                                           Gain (loss) on          44.0            (59.3  )          67.9           
(40.5  )
                                               derivative
                                              instruments
                                         Foreign currency           0.3            (13.0  )          (5.5  )          
0.8
                                              gain (loss)
                                      Interest income and           0.2              0.5              6.5            
83.8   
                                               other, net
 Income (loss) from continuing operations before income           124.3            (73.7  )         196.4            
46.1
 taxes
                                     Income tax (expense)          (0.4  )          (0.1  )          (0.8  )        
(17.2  )
                                                  benefit
 Income (loss) from continuing operations                         123.9            (73.8  )         195.6            
28.9
 Loss on discontinued operations, net of tax                          -                -                -            
(1.2  )
 Net income (loss)                                              £ 123.9           £(73.8  )       £ 195.6           £
27.7   
                                                                                                                             
 Per share amounts
 Income (loss) from continuing operations
                                       Basic earnings per        £ 0.46           £(0.24  )        £ 0.71           £
0.09   
                                                    share
                                                                                                                             
                                     Diluted earnings per        £ 0.41           £(0.24  )        £ 0.68           £
0.09   
                                                    share
                                                                                                                             
 Net income (loss)
                                       Basic earnings per        £ 0.46           £(0.24  )        £ 0.71           £
0.09   
                                                    share
                                                                                                                             
                                     Diluted earnings per        £ 0.41           £(0.24  )        £ 0.68           £
0.09   
                                                    share
                                                                                                                             
 Dividends per share (in U.S. Dollars)                            $0.04            $0.04            $0.12           
$0.12   
                                                                                                                             
 Total comprehensive income (loss)                              £ 115.4           £(83.8  )       £ 188.8           
£(6.3  )
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in £ millions, except par value)
                                                                                       
                                                                      September 30,        December 31,
                                                                               2012                2011
                                                                        (unaudited)
 Assets
 Current assets
 Cash and cash equivalents                                              £ 113.4              £ 300.4
 Restricted cash                                                            1.9                  1.9
 Accounts receivable - trade, less allowances for doubtful                456.8                435.4
 accounts            of £8.8 (2012) and £10.9 (2011)
 Derivative financial instruments                                          10.5                  9.5
 Prepaid expenses and other current assets                                 97.1                 97.0   
 Total current assets                                                     679.7                844.2
 Fixed assets, net                                                      4,546.5              4,602.7
 Goodwill and other indefinite-lived assets                             2,017.5              2,017.5
 Derivative financial instruments                                         385.4                347.9
 Deferred financing costs, net of accumulated amortization of              64.7                 75.7
 £54.0            (2012) and £44.0 (2011)
 Other assets                                                              52.2                 50.8   
 Total assets                                                         £ 7,746.0            £ 7,938.8   
                                                                                                       
 Liabilities and shareholders' equity
 Current liabilities
 Accounts payable                                                       £ 333.7              £ 304.4
 Accrued expenses and other current liabilities                           340.5                373.1
 Derivative financial instruments                                           7.8                 16.7
 VAT and employee taxes payable                                            86.1                 88.4
 Interest payable                                                         103.2                106.8
 Deferred revenue                                                         310.1                311.8
 Current portion of long term debt                                         81.3                 76.6   
 Total current liabilities                                              1,262.7              1,277.8
 Long term debt, net of current portion                                 5,711.3              5,778.5
 Derivative financial instruments                                         106.9                 53.6
 Deferred revenue and other long term liabilities                         169.1                190.0   
 Total liabilities                                                      7,250.0              7,299.9   
                                                                                                       
 Shareholders' equity
 Common stock - $0.01 par value; authorized 1,000.0 (2012 and               1.4                  1.6
 2011)              shares; issued and outstanding 268.4
 (2012) and 286.7 (2011) shares
 Additional paid-in capital                                             3,618.7              3,866.6
 Accumulated other comprehensive income                                    23.2                 30.0
 Accumulated deficit                                                   (3,147.3   )         (3,259.3  )
 Total shareholders' equity                                               496.0                638.9   
 Total liabilities and shareholders' equity                           £ 7,746.0            £ 7,938.8   
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in £ millions) (unaudited)
                                                                 
                                                                                        Nine months ended
                                                                                            September 30,
                                                                               2012                  2011
                                                                                                         
 Operating activities:
 Net income                                                           £ 195.6                   £ 27.7
 Loss from discontinued operations                                          -                      1.2   
 Income from continuing operations                                      195.6                     28.9
                                                                                                         
 Adjustments to reconcile income from continuing operations
 to net            cash provided
 provided by operating activities:
 Depreciation and amortization                                          716.7                    784.9
 Non-cash interest                                                       29.6                     14.1
 Share based compensation                                                17.1                     17.2
 Loss on extinguishment of debt, net of cash prepayment                  10.5                     31.7
 premiums
 Income from equity accounted investments, net of dividends                 -                     (0.6  )
 received
 Unrealized gains on derivative instruments, net of cash                (77.3     )               29.6
 settlements
 Unrealized foreign currency (gain) loss                                 (1.1     )                0.3
 Loss on disposal of equity investments                                     -                      8.0
 Income taxes                                                             4.1                     21.7
 Other                                                                      -                      5.3
 Changes in operating assets and liabilities, net of effect             (87.6     )              (86.4  )
 from            business disposals
 Net cash provided by operating activities                              807.6                    854.7   
                                                                                                         
 Investing activities:
 Purchase of fixed and intangible assets                               (572.4     )             (479.3  )
 Proceeds from sale of fixed assets                                       2.1                      1.5
 Principal repayments on loans to equity investments                        -                    108.2
 Acquisitions, net of cash acquired                                      (0.6     )              (14.6  )
 Disposal of equity investments, net                                     (2.5     )              241.0
 Other                                                                      -                      2.5   
 Net cash used in investing activities                                 (573.4     )             (140.7  )
                                                                                                         
 Financing activities:
 New borrowings, net of financing costs                                 415.6                    977.2
 Repurchase of common stock                                            (330.2     )             (447.0  )
 Proceeds from employee stock option exercises, net of                   (0.6     )               14.4
 taxes            reimbursed
 Principal payments on long term debt                                  (414.3     )           (1,265.6  )
 Principal payments on capital leases                                   (71.8     )              (62.8  )
 Proceeds from settlement of cross currency interest rate                 2.3                     65.5
 swaps
 Dividends paid                                                         (20.7     )              (23.7  )
 Net cash used in financing activities                                 (419.7     )             (742.0  )
                                                                                                         
 Cash flow from discontinued operations:
 Net cash used in operating activities                                      -                    (10.4  )
 Net cash used in discontinued operations                                   -                    (10.4  )
                                                                                                         
 Effect of exchange rate changes on cash and cash                        (1.5     )               (2.8  )
 equivalents
 (Decrease) increase in cash and cash equivalents                      (187.0     )              (41.2  )
 Cash and cash equivalents, beginning of period                         300.4                    479.5   
 Cash and cash equivalents, end of period                             £ 113.4                  £ 438.3   
                                                                                                         
 Supplemental disclosure of cash flow information
 Cash paid during the period for interest exclusive of                £ 268.6                  £ 324.5
 amounts            capitalized
 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE            INCOME
 (in £ millions, except per share data) (unaudited)
                                                                                                                                             
                                                                                                                          
Three months ended
                                                         September 30,         June 30,        March 31,     December
31,       September 30,
                                                                  2012             2012             2012            
2011                2011
                                                                                                                                             
                                                                                                                                             
 Revenue                                                  £ 1,027.7        £ 1,026.9        £ 1,006.2        £ 1,023.7       
£ 1,000.0
                                                                                                                                             
 Costs and expenses
                                     Operating costs          403.3            403.2            416.9            402.9           
401.7
                                       (exclusive of
                                  depreciation shown
                                   separately below)
                                Selling, general and          201.7            211.6            212.8            197.1           
200.0
                                      administrative
                                            expenses
                                   Restructuring and           (0.8  )          (0.5  )           5.4              0.7             
6.2
                                       other charges
                                        Depreciation          243.5            233.0            240.2            228.6           
235.6
                                        Amortization              -                -                -             28.1            
28.1   
                                     Total costs and          847.7            847.3            875.3            857.4           
871.6   
                                            expenses
 Operating income                                             180.0            179.6            130.9            166.3           
128.4
 Other income (expense)
                                    Interest expense         (100.2  )         (98.6  )        (105.6  )        (105.5 
)        (107.6  )
                                             Loss on              -                -            (58.6  )             -           
(18.3  )
                                   extinguishment of
                                                debt
                                Share of income from              -                -                -                -             
3.6
                                  equity investments
                                 Gain (loss) on sale              -                -                -              0.8            
(8.0  )
                                           of equity
                                         investments
                                      Gain (loss) on           44.0            (20.6  )          44.5            (10.2 
)         (59.3  )
                                          derivative
                                         instruments
                                    Foreign currency            0.3             (1.4  )          (4.4  )          (3.2 
)         (13.0  )
                                         gain (loss)
                                 Interest income and            0.2              6.0              0.3             (1.2 
)           0.5   
                                          other, net
 Income (loss) from continuing operations before              124.3             65.0              7.1             47.0           
(73.7  )
 income taxes
                                Income tax (expense)           (0.4  )          (0.3  )          (0.1  )           1.2            
(0.1  )
                                             benefit
 Income (loss) from continuing operations                     123.9             64.7              7.0             48.2           
(73.8  )
 Discontinued operations
                                   Loss on disposal,              -                -                -                -               
-   
                                          net of tax
 Loss on discontinued operations, net of tax                      -                -                -                -               
-      
 Net income (loss)                                          £ 123.9           £ 64.7            £ 7.0           £ 48.2          
£(73.8  )
                                                                                                                                             
 Per share amounts
 Income (loss) from continuing operations
                                  Basic earnings per         £ 0.46           £ 0.23           £ 0.02           £ 0.16          
£(0.24  )
                                               share
                                                                                                                                             
                                Diluted earnings per         £ 0.41           £ 0.22           £ 0.02           £ 0.16          
£(0.24  )
                                               share
                                                                                                                                             
 Net income (loss)
                                  Basic earnings per         £ 0.46           £ 0.23           £ 0.02           £ 0.16          
£(0.24  )
                                               share
                                                                                                                                             
                                Diluted earnings per         £ 0.41           £ 0.22           £ 0.02           £ 0.16          
£(0.24  )
                                               share
                                                                                                                                             
 Average number of shares outstanding                         269.8            276.2            282.3            294.1           
310.4   
                                                                                                                                          
 Total comprehensive income (loss)                          £ 115.4           £ 61.5           £ 11.9           £ 25.7          
£(83.8  )
 QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in £ millions, except per share data) (unaudited)
                                                                                                     
                                                                                                 Three months ended,
                                     September 30,        June 30,      March 31,     December 31,     September 30,
                                              2012            2012           2012             2011              2011
                                                                                                                    
 Operating activities
 Net income (loss)                     £ 123.9           £ 64.7          £ 7.0          £ 48.2           £(73.8    )
 Loss on discontinued                        -                -              -               -                -     
 operations
 Income (loss) from continuing           123.9             64.7            7.0            48.2            (73.8    )
 operations
                                                                                                                    
 Adjustments to reconcile net                                                                                  
 income (loss) from continuing
 operations to net cash
 provided by operating
 activities:
 Depreciation and amortization           243.5            233.0          240.2           256.7            263.7
 Non-cash interest                        32.0            (20.3  )        17.9            (3.6   )         19.7
 Share based compensation                  3.4              6.1            7.6             5.3              2.9
 Loss on extinguishment of                   -                -           10.5               -              2.8
 debt, net of cash prepayment
 premiums
 Income from equity accounted                -                -              -               -              0.9
 investments, net of dividends
 received
 Unrealized losses (gains) on            (48.4   )         17.6          (46.5  )        (16.8   )         53.4
 derivative instruments, net of
 cash              settlements
 Foreign currency (gains)                 (0.4   )            -           (0.7  )          0.6             13.2
 losses
 (Gain) loss on disposal of                  -                -              -            (0.8   )          8.0
 equity investments
 Income taxes                              1.1              1.6            1.4            (2.1   )          1.5
 Other                                       -                -              -             1.7              1.9
 Changes in operating assets               9.4            (71.7  )       (25.3  )          5.2              2.8     
 and liabilities
 Net cash provided by operating          364.5            231.0          212.1           294.4            297.0     
 activities
                                                                                                                    
 Investing activities
 Purchase of fixed and                  (202.7   )       (185.6  )      (184.1  )       (177.4   )       (155.7    )
 intangible assets
 Proceeds from the sale of                 0.4              0.8            0.9             0.7              0.3
 fixed assets
 Principal repayments on loans               -                -              -               -             88.8
 to equity investments
 Acquisitions, net of cash                   -                -           (0.6  )            -             (0.3    )
 acquired
 Disposal of equity                          -                -           (2.5  )          2.4            241.0
 investments, net
 Other                                       -                -              -             0.3                -     
 Net cash (used in) provided by         (202.3   )       (184.8  )      (186.3  )       (174.0   )        174.1     
 investing activities
                                                                                                                    
 Financing activities
 New borrowings, net of                      -             99.7          315.9            (0.2   )         49.6
 financing costs
 Repurchase of common stock             (112.6   )        (60.3  )      (157.3  )       (188.0   )       (234.2    )
 Proceeds from employee stock              1.5                -           (2.1  )          3.1              8.5
 option exercises, net of taxes
 reimbursed
 Principal payments on long             (100.1   )         (0.1  )      (314.1  )        (50.1   )       (340.5    )
 term debt
 Principal payments on capital           (21.7   )        (28.8  )       (21.3  )        (16.5   )        (32.0    )
 leases
 Proceeds from settlement of                 -                -            2.3               -             65.5
 cross currency interest rate
 swaps
 Dividends paid                           (6.6   )         (7.1  )        (7.0  )         (7.4   )         (7.9    )
 Net cash provided by (used in)         (239.5   )          3.4         (183.6  )       (259.1   )       (491.0    )
 financing activities
                                                                                                                    
 Cash flow from discontinued
 operations
 Net cash used in operating                  -                -              -               -                -     
 activities
 Net cash used in discontinued               -                -              -               -                -     
 operations
                                                                                                                    
 Effect of exchange rate                  (0.2   )          0.2           (1.5  )          0.8                -
 changes on cash and cash
 equivalents
 (Decrease) increase in cash             (77.5   )         49.8         (159.3  )       (137.9   )        (19.9    )
 and cash equivalents
 Cash and cash equivalents at            190.9            141.1          300.4           438.3            458.2     
 beginning of period
 Cash and cash equivalents at          £ 113.4          £ 190.9        £ 141.1         £ 300.4          £ 438.3     
 end of period
                                                                                                                    
 Supplemental disclosure of
 cash flow information
 Cash paid during the period            £ 67.5          £ 114.5         £ 86.6         £ 110.7           £ 88.9
 for interest exclusive of
 amounts
 capitalized
 B1) QUARTERLY SEGMENT REVENUE AND CONTRIBUTION, OCF AND              OPERATING INCOME
 (in £ millions) (unaudited)
                                                                                                       
                                                                                                    Three months ended
                                    September 30,         June 30,        March 31,     December 31,     September 30,
                                             2012             2012             2012             2011              2011
                                                                                                                      
 Revenue
 Consumer segment
 Cable                                 £ 704.7          £ 706.1          £ 678.3          £ 688.5           £ 685.0
 Mobile                                  136.8            136.4            138.5            142.2             141.2
 Non-cable                                17.6             18.4             19.0             19.9              19.8   
 Total                                   859.1            860.9            835.8            850.6             846.0   
 Business segment
 Business                                168.6            166.0            170.4            173.1             154.0
                                                                                                                      
 Total revenue                       £ 1,027.7        £ 1,026.9        £ 1,006.2        £ 1,023.7         £ 1,000.0   
                                                                                                                      
 Segment contribution
 Consumer segment                      £ 521.9          £ 513.7          £ 486.7          £ 518.5           £ 493.5
 Business segment                         95.5             91.7             91.2            102.9              90.1   
 Total segment contribution              617.4            605.4            577.9            621.4             583.6
 Other operating and corporate          (194.7  )        (193.3  )        (201.4  )        (197.7  )         (185.3  )
 costs
 OCF((1))                                422.7            412.1            376.5            423.7             398.3
 Depreciation                           (243.5  )        (233.0  )        (240.2  )        (228.6  )         (235.6  )
 Amortization                                -                -                -            (28.1  )          (28.1  )
 Restructuring and other                   0.8              0.5             (5.4  )          (0.7  )           (6.2  )
 charges
 Consolidated operating income         £ 180.0          £ 179.6          £ 130.9          £ 166.3           £ 128.4   
    ((1))OCF is a non-GAAP financial measure. See Appendix F for a discussion of the use of OCF as a non-GAAP financial
measure and the reconciliation of OCF to GAAP operating income.
 B2) QUARTERLY COSTS AND EXPENSES
 (in £ millions) (unaudited)
                                                                                                
                                                                                             Three months ended
                                    September 30,     June 30,     March 31,     December 31,     September 30,
                                             2012         2012          2012             2011              2011
                                                                                                               
 Costs and expenses
 Operating costs
 Consumer cost of sales                   £ 245.1      £ 251.4       £ 255.5          £ 253.8           £ 261.4
 Business cost of sales                      56.8         56.7          61.6             54.0              47.2
 Network and other operating                101.4         95.1          99.8             95.1              93.1
 costs((1))
 Total operating costs                    £ 403.3      £ 403.2       £ 416.9          £ 402.9           £ 401.7
                                                                                                               
 Selling, general and
 administrative expenses
 Employee and outsourcing                 £ 110.0      £ 109.7       £ 116.0          £ 115.8           £ 109.2
 costs((2))
 Marketing costs((3))                        46.7         54.1          52.6             33.3              46.4
 Facilities((4))                             15.4         15.8          14.4             14.0              14.3
 Other((5))                                  29.6         32.0          29.8             34.0              30.1
                                                                                                               
 Total selling, general and               £ 201.7      £ 211.6       £ 212.8          £ 197.1           £ 200.0
 administrative expenses
    ((1))Network and other operating costs includes costs associated with the provision of the network and operating
platforms including associated employee, outsourcing and facilities costs and certain other operating expenses.
    ((2))Employee and outsourcing costs includes remuneration and benefits, temporary and contract staff, training and
stock-based compensation costs together with costs of all major outsourced business activities.
    ((3))Marketing costs includes advertising, brand costs, agency fees, support and research, public relations and
internal communications costs.
    ((4))Facilities costs include building costs, service costs, repairs and maintenance and utilities costs.
    ((5))Other costs include billing, collections and bad debt, IT, legal and professional, license, insurance, and
other indirect costs.
 C1) CABLE OPERATIONS STATISTICS (excl Non-cable and Mobile              Operations)
 (data in 000's except percentages, products/Customer and ARPU)
                                                                                                                                    
                                                                                                                                 
Three months ended
                                           September 30,               June 30,             March 31,            
December 31,         September 30,
                                                    2012                   2012                  2012                    
2011                  2011
 Customers
 Opening Customers                         4,812.1                 4,826.8               4,805.6                 4,790.6                 
4,784.3
 Gross adds                                  243.0                   181.7                 189.3                   203.1                   
243.7
 Gross disconnects                          (203.5     )            (196.4    )           (168.1    )             (188.1    
)             (237.4  )
 Net customer adds                            39.5                   (14.7    )             21.2                    15.0                     
6.3   
 (disconnects)
 Closing Customers                         4,851.6                 4,812.1               4,826.8                 4,805.6                 
4,790.6
                                                                                                                                                    
 Monthly Cable customer churn %                1.4     %               1.4    %              1.2    %                1.3    
%                1.7  %
                                                                                                                                                    
 Products
 Opening products                         12,068.6                12,071.5              11,998.7                11,975.9                
11,971.3
 Net product adds (disconnects)               77.0                    (2.9    )             72.8                    22.8                     
4.6   
 Closing products                         12,145.6                12,068.6              12,071.5                11,998.7                
11,975.9
                                                                                                                                                    
 Net product adds (disconnects)
 Telephone                                     9.4                     0.7                  14.9                    (8.3    
)              (14.0  )
 Television                                   10.7                    (7.6    )             12.2                     1.1                    
(5.7  )
 Broadband                                    56.9                     4.0                  45.7                    30.0                    
24.3   
 Total Net product adds                       77.0                    (2.9    )             72.8                    22.8                     
4.6
 (disconnects)
                                                                                                                                                    
 Products
 Telephone                                 4,157.7                 4,148.3               4,147.6                 4,132.7                 
4,141.0
 Television                                3,778.4                 3,767.7               3,775.3                 3,763.1                 
3,762.0
 Broadband                                 4,209.5                 4,152.6               4,148.6                 4,102.9                 
4,072.9   
 Total products                           12,145.6                12,068.6              12,071.5                11,998.7                
11,975.9
                                                                                                                                                    
 Products / Customer                          2.50                    2.51                  2.50                    2.50                    
2.50
                                                                                                                                                    
 Bundled Customers
 Dual products                             1,019.1                 1,042.0               1,062.0                 1,069.8                 
1,069.7
 Triple products                           3,137.5                 3,107.3               3,091.3                 3,061.6                 
3,057.8
 Percentage of dual or triple                 85.7     %              86.2    %             86.0    %               86.0    
%               86.2  %
 products
 Percentage of triple products                64.7     %              64.6    %             64.0    %               63.7    
%               63.8  %
                                                                                                                                                    
 Cable ARPU((1))                           £ 48.73                 £ 48.82               £ 46.95                 £ 47.85                 
£ 47.86
 ARPU calculation:
 Consumer cable revenue                    £ 704.7                 £ 706.1               £ 678.3                 £ 688.5                 
£ 685.0
 (millions)
 Average customers                         4,820.6                 4,821.1               4,816.6                 4,796.9                 
4,771.5
    ((1))Cable monthly ARPU is calculated on a quarterly basis by dividing total revenue generated from the provision of
telephone, television and internet services to customers who are directly connected to our network in that period
together with revenue generated from our customers using our virginmedia.com website, exclusive of VAT, by the average
number of customers directly connected to our network in that period divided by three. The average number of customers
is calculated by adding the number of customers at the start of the quarter and at the end of each month of the quarter
and dividing by four.
 C2) NON-CABLE OPERATIONS STATISTICS
 (data in 000's)
                                                                                                
                                                                                             Three months ended
                                    September 30,     June 30,     March 31,     December 31,     September 30,
                                             2012         2012          2012             2011              2011
 Customers
 Opening Customers                    218.6           233.0         248.2          261.3            266.4
 Net customer (disconnects)           (14.7     )     (14.4  )      (15.2  )       (13.1    )        (5.1     )
 adds
 Closing Customers                    203.9           218.6         233.0          248.2            261.3
                                                                                                               
 Products
 Opening products
 Telephone                            146.7           155.3         163.3          169.7            169.0
 Broadband                            218.6           233.0         248.2          260.7            265.9      
                                      365.3           388.3         411.5          430.4            434.9
                                                                                                               
 Net product adds (disconnects)
 Telephone                            (10.2     )      (8.6  )       (8.0  )        (6.4    )         0.7
 Broadband                            (14.7     )     (14.4  )      (15.2  )       (12.5    )        (5.2     )
                                      (24.9     )     (23.0  )      (23.2  )       (18.9    )        (4.5     )
                                                                                                               
 Closing 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      
 C3) MOBILE OPERATIONS STATISTICS
 (data in 000's except ARPU)
                                                                                                   
                                                                                                Three months ended
                                    September 30,       June 30,      March 31,     December 31,     September 30,
                                             2012           2012           2012             2011              2011
 Contract Customers((1)(2))
 Opening Contract Customers          1,641.9          1,588.0        1,523.9         1,421.4          1,346.6
 Net contract customer adds             29.0             53.9           64.1           102.5             74.8     
 Closing Contract                    1,670.9          1,641.9        1,588.0         1,523.9          1,421.4
 Customers((1))
                                                                                                                  
 Prepay Customers((2))
 Opening Prepay Customers            1,384.8          1,420.0        1,513.4         1,566.9          1,705.2
 Net prepay customer                   (24.1    )       (35.2  )       (93.4  )        (53.5   )       (138.3    )
 disconnects
 Closing Prepay Customers            1,360.7          1,384.8        1,420.0         1,513.4          1,566.9
                                                                                                                  
 Total Closing Customers((2))        3,031.6          3,026.7        3,008.0         3,037.3          2,988.3     
                                                                                                                  
 Mobile Revenue
 Contract service revenue             £ 99.3           £ 99.6         £ 98.7          £ 97.6           £ 94.0
 (millions)((3))
 Prepay service revenue                 34.5             34.9           36.4            41.4             44.1
 (millions)((3))
 Equipment revenue (millions)            3.0              1.9            3.4             3.2              3.1     
                                     £ 136.8          £ 136.4        £ 138.5         £ 142.2          £ 141.2     
                                                                                                                  
 Mobile ARPU((4))                    £ 14.72          £ 14.86        £ 14.96         £ 15.46          £ 15.22
 ARPU calculation:
 Service revenue (millions)          £ 133.8          £ 134.5        £ 135.1         £ 138.9          £ 138.1
 Average customers                   3,030.8          3,017.1        3,009.7         2,995.5          3,022.9
    ((1))Contract customers represents the number of contracts relating to either a mobile service or a mobile broadband
contract.
    ((2))Mobile customer information is for active customers. Prepay customers are defined as active customers if they
have made an outbound call or text in the preceding 30 days. Contract customers are defined as active customers if they
have entered into a contract with Virgin Mobile for a minimum 30-day period and have not been disconnected.
    ((3))Amounts previously reported for contract service revenue have been reduced by £1.2m for the three months ended
March 31, 2012 and by £2.1m for the three months ended June 30, 2012, to reflect credits applied to contract customer
accounts that had been reported against prepay service revenue. A corresponding increase has been included in prepay
service revenue for each of these periods.
    ((4))Mobile ARPU is calculated on a quarterly basis by dividing service revenue (contract and prepay) for the period
by the average number of active customers (contract and prepay) for the period, divided by three. The average number of
customers is calculated by adding the number of customers at the start of the quarter and at the end of each month of
the quarter and dividing by four.
     D)  FREE CASH FLOW CALCULATION 
    (in £ millions) (unaudited)
    FCF is defined as OCF reduced by purchase of fixed and intangible assets, as reported in our statements of cash
flows, and net interest expense, as reported in our statements of operations. See Appendix F for a discussion of the use
of FCF as a non-GAAP financial measure and the reconciliation of FCF to GAAP net cash provided by operating activities.
                                                                                                Three months ended
                                    September 30,       June 30,      March 31,     December 31,     September 30,
                                             2012           2012           2012             2011              2011
                                                                           .               .
 Operating income before             £ 422.7          £ 412.1        £ 376.5         £ 423.7          £ 398.3
 depreciation, amortization,
 goodwill and
 intangible asset impairments
 and restructuring and other
 charges              (OCF)
 Purchase of fixed and                (202.7    )      (185.6  )      (184.1  )       (177.4   )       (155.7    )
 intangible assets
 Interest expense (net)((1))          (100.0    )       (98.1  )      (105.3  )       (106.7   )       (107.1    )
                                                                                                                  
 Free Cash Flow (FCF)                £ 120.0          £ 128.4         £ 87.1         £ 139.6          £ 135.5     
    ((1))For the three months ended June 30, 2012, interest expense (net) is shown exclusive of the reversal of a
contingent liability of £5.5m which expired during the quarter and is included in interest income and other, net, in the
condensed consolidated statements of comprehensive income.
     E1)  FIXED ASSET ADDITIONS (ACCRUAL BASIS) 
    (in £ millions) (unaudited)
    Virgin Media is not a member of NCTA (National Cable Telecommunications Association) and is providing this
information solely for comparative purposes. See Appendix F for a discussion of the use of Fixed Asset Additions
(Accrual Basis) as a non-GAAP financial measure and the reconciliation of Fixed Asset Additions (Accrual Basis) to GAAP
purchase of fixed and intangible assets.
                                                                                                Three months ended
                                    September 30,       June 30,      March 31,     December 31,     September 30,
                                             2012           2012           2012             2011              2011
                                                                                                                  
 NCTA Fixed Asset Additions
 Customer premises equipment          £ 84.3           £ 88.9         £ 96.2         £ 108.3           £ 50.8
 (CPE)
 Scaleable infrastructure               51.5             76.2           62.9            56.6             60.0
 Commercial                             38.5             36.9           41.7            32.9             40.7
 Line extensions                         1.2              2.5            2.5             3.7              4.7
 Upgrade/rebuild                         8.6              9.7            7.3             7.9              6.3
 Support capital                        18.0             23.0           21.5            17.0             20.0     
 Total NCTA Fixed Asset                202.1            237.2          232.1           226.4            182.5
 Additions
 Non NCTA Fixed Asset Additions          1.1              1.2            1.0             0.6              0.9     
 Total Fixed Asset Additions           203.2            238.4          233.1           227.0            183.4
 (Accrual Basis)
                                                                                                                  
 Fixed assets acquired under           (24.7    )       (30.1  )       (23.5  )        (61.2   )         (0.7    )
 capital leases((1))
 Changes in liabilities related
 to:
 Fixed Asset Additions (Accrual         24.2            (22.7  )       (25.5  )         11.6            (27.0    )
 Basis)
 Total Purchase of Fixed and         £ 202.7          £ 185.6        £ 184.1         £ 177.4          £ 155.7     
 Intangible Assets
                                                                                                                  
 Comprising:
 Purchase of Fixed Assets              202.7            185.6          184.1           177.4            155.7
 Purchase of Intangible Assets             -                -              -               -                -     
                                     £ 202.7          £ 185.6        £ 184.1         £ 177.4          £ 155.7     
    ((1))CPE and Fixed assets acquired under capital leases for the three months ended December 31, 2011 includes £55.5
million in relation to TiVo set-top boxes installed prior to the fourth quarter that were converted from operating
leases to capital leases. See Appendix E2) Capital Lease Activity.
 E2)CAPITAL LEASE ACTIVITY
 (in £ millions) (unaudited)
                                                                                                   
                                                                                                Three months ended
                                    September 30,       June 30,      March 31,     December 31,     September 30,
                                             2012           2012           2012             2011              2011
                                                                                                                  
 Opening capital lease               £ 241.0          £ 260.2        £ 258.0         £ 213.3          £ 244.6
 liability
 Additions                              24.7             30.1           23.5             5.7              0.7
 TiVo operating lease                      -                -              -            55.5                -
 conversion
 Principal payments on capital         (21.5    )       (28.8  )       (21.3  )        (16.5   )        (32.0    )
 leases
 Lease termination((1))                    -            (20.5  )           -               -                -     
 Closing capital lease               £ 244.2          £ 241.0        £ 260.2         £ 258.0          £ 213.3     
 liability
                                                                                                                  
 Interest expense on capital           £ 3.6            £ 4.5          £ 4.4           £ 4.0            £ 3.9     
 leases
    ((1))During the three months ended June 30, 2012, we terminated certain capital leases for assets we longer need,
resulting in a non-cash reduction of our capital lease liability and derecognition of the related assets.
     F)  USE OF NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS TO GAAP 
    Virgin Media uses certain financial measures with a view to providing investors with a better understanding of the
operating results and underlying trends to measure past and future performance and liquidity. These measures which are
not calculated and presented in accordance with U.S. generally accepted accounting principles ('GAAP') are defined as
follows:
*  OCF is operating income before depreciation, amortization, goodwill and intangible asset impairments and
restructuring and other charges.*  Free Cash Flow (FCF) is OCF reduced by purchase of fixed and intangible assets, as
reported in our statements of cash flows, and net interest expense, as reported in our statements of operations. Our
definition of FCF excludes the impact of working capital fluctuations and restructuring costs.*  Fixed Asset Additions
(Accrual Basis) is the purchase of fixed and intangible assets as measured on an accrual basis, excluding asset
retirement obligation related assets.*  Net debt is long term debt inclusive of current portion, less cash and cash
equivalents.    We also use non-GAAP measures in the calculation of certain ratios, such as Net debt/annualized OCF and
Net debt/last twelve months OCF on both an as reported and unhedged basis. Net debt/annualized 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)
                                                                                                                                                                                                                     
                                                   Last twelve months ended                                                                                                                                            
Three months ended
                                                              September 30,                             September 30,                                 
June 30,                                 March 31,                     December 31,
                                                                       2012                                      2012                                     
2012                                      2012                             2011
                                                                                                                                                                                                                                          
 Operating income before                              £ 1,635.0                                   £ 422.7                                  
£ 412.1                                   £ 376.5                                   £ 423.7
 depreciation, amortization,
 goodwill and
 intangible asset impairments
 and restructuring and other
 charges              (OCF)
                                                                                                                                                                                                                                          
 Reconciling items
 Depreciation and amortization                           (973.4           )                        (243.5           )                       
(233.0           )                        (240.2           )                        (256.7  )
 Restructuring and other                                   (4.8           )                           0.8                                      
0.5                                      (5.4           )                          (0.7  )
 charges
 Operating income                                       £ 656.8                                   £ 180.0                                  
£ 179.6                                   £ 130.9                                   £ 166.3   
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                               
                                                   Last twelve months ended                                                                                                                                            
Three months ended
                                                              September 30,                             September 30,                                 
June 30,                                 March 31,                     December 31,
                                                                       2011                                      2011                                     
2011                                      2011                             2010
                                                                                                                                                                                                                                          
 Operating income before                              £ 1,570.1                                   £ 398.3                                  
£ 392.1                                   £ 376.1                                   £ 403.6
 depreciation, amortization,
 goodwill and
 intangible asset impairments
 and restructuring and other
 charges              (OCF)
                                                                                                                                                                                                                                          
 Reconciling items
 Depreciation and amortization                         (1,075.9           )                        (263.7           )                       
(258.3           )                        (262.9           )                        (291.0  )
 Restructuring and other                                  (49.3           )                          (6.2           )                          
1.1                                      (2.6           )                         (41.6  )
 charges
 Operating income                                       £ 444.9                                   £ 128.4                                  
£ 134.9                                   £ 110.6                                    £ 71.0   
 Reconciliations of Free Cash Flow (FCF) to GAAP net cash              provided by operating activities
 (in £ millions) (unaudited)
                                                                                                                     
                                                                                                                  Three
months ended
                                     September 30,            June 30,            March 31,         December 31,      
September 30,
                                              2012                2012                 2012                 2011               
2011
                                                                                                                                    
                                                                                                                                    
 Free Cash Flow (FCF)                  £ 120.0            £ 128.4               £ 87.1              £ 139.6              
£ 135.5
                                                                                                                                    
 Reconciling items (see Note
 below):
 Purchase of fixed and                   202.7              185.6                184.1                177.4                
155.7
 intangible assets
 Changes in operating assets               9.4              (71.7    )           (25.3    )             5.2                  
2.8
 and liabilities
 Non-cash compensation                     3.4                6.1                  7.6                  5.3                  
2.9
 Non-cash interest                        32.0              (20.3    )            17.9                 (3.6    )            
19.7
 Share of net income of                      -                  -                    -                    -                  
4.5
 affiliates
 Realized foreign exchange                (0.1   )           (1.4    )            (5.1    )            (2.6    )             
0.2
 (losses) gains
 Realized losses on derivatives           (4.4   )           (3.0    )            (2.0    )           (27.0    )            
(5.9  )
 Restructuring and other                   0.8                0.5                 (5.4    )            (0.7    )            
(6.2  )
 charges
 Income taxes                              0.7                1.3                  1.3                 (0.9    )             
1.4
 Debt redemption premium cost                -                  -                (48.1    )               -                
(15.5  )
 Other((1))                                  -                5.5                    -                  1.7                  
1.9
                                                                                                                                    
 Net cash provided by operating        £ 364.5            £ 231.0              £ 212.1              £ 294.4              
£ 297.0   
 activities
    ((1))For the three months ended June 30, 2012, the reversal of a contingent liability of £5.5m is included in other,
which is included within Interest income and other, net, in the condensed consolidated statement of comprehensive
income.
 Reconciliation of Fixed Asset Additions (Accrual Basis) to GAAP              purchase of fixed and intangible assets
 (in £ millions) (unaudited)
                                                                                                                                   
                                                                                                                               
Three months ended
                                          September 30,               June 30,              March 31,           
December 31,        September 30,
                                                   2012                   2012                   2012                   
2011                 2011
                                                                                                                                                  
                                                                                                                                                  
 Fixed Asset Additions (Accrual           £ 203.2                £ 238.4                £ 233.1                 £ 227.0                
£ 183.4
 Basis)
                                                                                                                                                  
 Fixed assets acquired under                (24.7     )            (30.1     )            (23.5     )             (61.2    
)              (0.7  )
 capital leases
 Changes in liabilities related              24.2                  (22.7     )            (25.5     )              11.6                  
(27.0  )
 to fixed asset additions
 Total Purchase of Fixed and
 Intangible Assets                        £ 202.7                £ 185.6                £ 184.1                 £ 177.4                
£ 155.7   
 Comprising:
 Purchase of fixed assets                   202.7                  185.6                  184.1                   177.4                  
155.7
 Purchase of intangible assets                  -                      -                      -                       -                      
-   
                                          £ 202.7                £ 185.6                £ 184.1                 £ 177.4                
£ 155.7   
 Reconciliation of gross debt (including current portion) to net              debt, and calculations of net debt (as
reported and hedged) to              annualized and last twelve months OCF
 (in £ millions, except net debt / annualized OCF, and net debt /              last twelve months OCF) (unaudited)
                                                                                                                                                                                                                                                           
                                                                                      As reported                                                   
At hedged rate                                                       As reported                                         
At hedged rate
                                                                               September 30, 2012                                          
September 30, 2012((1))                                                September 30, 2011                                
September 30, 2011((1))
 Bank Debt
 Sterling denominated                                               £ 750.0                                                          
£ 750.0                                                           £ 750.0                                                                   
£ 750.0
 Sterling denominated                                                   0.0                                                              
0.0                                                              50.0                                                                      
50.0
 -revolving facility (utilised
 portion)
                                                                                                                                                                                                                                                                                             
 Senior Notes
 $850 / $1,350m senior notes                                          515.6                                                            
526.7                                                             845.3                                                                     
835.9
 due 2016((2))
 EUR180m senior notes due                                             139.2                                                            
158.6                                                             150.6                                                                     
158.6
 2016((3))
 $600m senior notes due                                               366.3                                                            
362.9                                                             379.1                                                                     
387.9
 2019((4))
 £350m senior notes due                                               345.5                                                            
350.0                                                             345.1                                                                     
350.0
 2019((5))
 $500m senior notes due                                               309.3                                                            
313.6                                                                 -                                                                         
-
 2022((6))
 £875m senior secured notes due                                       865.5                                                            
875.0                                                             864.1                                                                     
875.0
 2018((7))
 $1,000m senior secured notes                                         611.9                                                            
615.6                                                             632.8                                                                     
615.7
 due 2018((8))
 $500m senior secured notes due                                       353.0                                                            
308.9                                                             347.6                                                                     
308.9
 2021((9))
 £650m senior secured notes due                                       751.2                                                            
650.0                                                             705.6                                                                     
650.0
 2021((10))
                                                                                                                                                                                                                                                                                             
 Convertible Notes
 $1,000 convertible senior                                            540.8                                                            
540.8                                                             545.5                                                                     
545.5
 notes due 2016((11))
                                                                                                                                                                                                                                                                                             
 Capital Leases / Other                                               244.3                                                            
244.3                                                             213.7                                                                     
213.7
                                                                                                                                                                                                                                                                                             
 Gross debt (including current                                      5,792.6                                                          
5,696.4                                                           5,829.4                                                                   
5,741.2   
 portion)((12))
                                                                                                                                                                                                                                                                                             
 Cash and cash equivalents                                           (113.4                     )                                     
(113.4                     )                                      (438.3                     )                                              
(438.3  )
                                                                                                                                                                                                                                                                                             
 Net debt                                                         £ 5,679.2                                                        
£ 5,583.0                                                         £ 5,391.1                                                                 
£ 5,302.9   
                                                                                                                                                                                                                                                                                             
 Annualized OCF (quarterly OCF                                    £ 1,690.8                                                        
£ 1,690.8                                                         £ 1,593.2                                                                 
£ 1,593.2   
 x4)((13))
 Net debt / annualized OCF                                              3.4                                                              
3.3                                                               3.4                                                                       
3.3   
                                                                                                                                                                                                                                                                                             
 Last twelve months OCF((13))                                     £ 1,635.0                                                        
£ 1,635.0                                                         £ 1,570.1                                                                 
£ 1,570.1   
 Net debt / last twelve months                                          3.5                                                              
3.4                                                               3.4                                                                       
3.4   
 OCF
    ((1))Certain of the derivatives described below do not qualify in hedge accounting relationships under US GAAP. The
hedged rate is defined as the amount in GBP we would repay at maturity relating to debt obligations, net of any payments
or receipts on related derivative instruments.
    ((2))Face value of $850m and $1,350m hedged at $1.6137 and $1.6149 to August 2016, at September 30, 2012 and
September 30, 2011, respectively. $500m were repurchased on March 28, 2012.
    ((3))Face value of EUR180m hedged to August 2016 at EUR1.1351.
    ((4))Face value of $600m hedged at $1.6535 and $1.5468 to October 2019, at September 30, 2012 and September 30,
2011, respectively.
    ((5))Face value of £350m.
    ((6))Face value of $500m hedged to February 2022 at $1.5945.
    ((7))Face value £875m.
    ((8))Face value of $1,000m hedged to January 2018 at $1.6242.
    ((9))The carrying value of the $500m 5.25% senior secured notes due 2021 has been increased by £45.5m and £45.7m as
at September 30, 2012 and September 30, 2011 respectively, as a result of the application of fair value hedge
accounting. Face value of $500m hedged to January 2021 at $1.6185.
    ((10))The carrying value of the £650m 5.50% senior secured notes due 2021 has been increased by £106.3m and £77.9m
as at September 30, 2012 and September 30, 2011 respectively, as a result of the application of fair value hedge
accounting.
    ((11))Face value of $1,000m. Principal unhedged. Shown at GAAP net carrying value (principal after the unamortized
discount of equity component).
    ((12))The carrying value of gross debt is comprised of long term debt, net of current portion and the current
portion of long term debt.
    ((13))See Appendix F for a reconciliation of operating income before depreciation, amortization, goodwill and
intangible asset impairments and restructuring and other charges (OCF) to GAAP operating income for the three months and
last twelve months ended September 30, 2012 and 2011.
    Virgin Media Inc.
 Investor Relations: 
Richard Williams, +44 (0)1256 753037
 richard.williams@virginmedia.co.uk
or
Vani Bassi, +44 (0)1256 752347
 vani.bassi@virginmedia.co.uk
or
Phil Rudman, +44 (0)1256 752677
 phil.rudman@virginmedia.co.uk
or
 Media: 
Gareth Mead, +44 (0) 20 7909 3289
 gareth.mead@virginmedia.co.uk
or
Tavistock
Matt Ridsdale, +44 (0) 20 7920 3150
 mridsdale@tavistock.co.uk
or
Lulu Bridges, +44 (0) 20 7920 3150
 lbridges@tavistock.co.uk