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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NOVEMBER 10, 2005
Date of Report
NOVEMBER 10, 2005
Date of Earliest Event Reported
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-50886 59-3778247
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
160 GREAT PORTLAND STREET
LONDON W1W 5QA, UNITED KINGDOM
(Address of principal executive offices)
+44-20-7299-5000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
1. Press Release
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On November 10, 2005 Telewest Global, Inc. ("Telewest") issued a press
release announcing US GAAP results for the three months ended September 30,
2005.
Substantially all of the assets of Telewest Communications plc were
transferred to Telewest UK Limited, a wholly owned subsidiary of Telewest
on July 14, 2004 in connection with Telewest Communications plc's financial
restructuring.
Telewest's quarterly results, including a discussion of how the
presentation of the results differs from the presentation of the historical
results of Telewest Communications plc and its subsidiaries are included in
its Form 10-Q, also filed with the U.S. Securities and Exchange Commission
today.
A copy of the press release is attached hereto as Exhibit 99.1.
2. Reconciliation of Non-GAAP Measures in November 10, 2005 Conference Call
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On November 10, 2005, Telewest will host a conference call to discuss
its results for the three months ended September 30, 2005. On the
conference call certain non-GAAP financial measures are expected to be
discussed. A reconciliation of these measures to the nearest comparable
GAAP measure and discussion of that measure can be found below.
Reconciliations and discussion of the other non-GAAP measures appear in
Telewest's earnings release attached as Exhibit 99.1 hereto.
UKTV Adjusted EBITDA:
Three months
Reconciliation of UKTV Adjusted EBITDA to retained profit for the ended September
financial period 30, 2005
(pound)m
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UKTV Adjusted EBITDA 14
Depreciation (1)
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Operating income 13
Interest expense (including amortization of debt discount) (3)
Taxation (2)
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Profit on ordinary activities after taxation 8
Dividends (3)
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Retained profit for the financial period 5
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Telewest's primary measure of income or loss for each of its segments
is Adjusted EBITDA. However, the portion of the business of Telewest's
content segment attributable to non-consolidated entities is not reflected
in content segment Adjusted EBITDA. Telewest's share of the results of UKTV
(a group of companies in which Telewest owns 50% of the equity) are
excluded from the Adjusted EBITDA calculation, and are presented as Share
of Net Income/(Losses) of Affiliates in accordance with GAAP. Management
for some purposes view and assess the performance of the content segment,
including UKTV, as a whole. Management believes that the use of a pro forma
non-GAAP measure of UKTV's Adjusted EBITDA provides useful supplemental
information for management and investors in determining the income
generating capacity of the content business as a whole going forward.
UKTV Adjusted EBITDA is not a financial measure recognized under GAAP.
The measure is calculated based on the UK GAAP financial statements of UKTV
as retained profit for the financial year before, preference share
dividend/appropriation, taxation and depreciation. UKTV Adjusted EBITDA is
helpful for understanding the aggregate performance of the content segment
going forward and that it provides useful supplemental information to
investors. In particular, this non-GAAP financial measure reflects an
additional way of viewing aspects of future content segment operating
performance that, when viewed with its GAAP results and the related
reconciliations, provide a more complete understanding of factors and
trends affecting the business. Because non-GAAP financial measures are not
standardized, it may not be possible to compare UKTV Adjusted EBITDA 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 net cash provided by
operating activities, operating income/(loss), net income/(loss), or other
measures of financial performance reported in accordance with GAAP.
UKTV Adjusted EBITDA is not necessarily indicative of the results if
reported in US GAAP and is not intended to suggest and should not be
construed as suggesting that Telewest's management controlled or directed
the operations of UKTV during the period presented or that a consolidated
presentation of the results of the entity with those of Telewest is
otherwise appropriate under GAAP.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
EXHIBIT
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99.1 Press release of Telewest Global, Inc., dated November 10,
2005 announcing US GAAP results for the three months ended
September 30, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 10, 2005
TELEWEST GLOBAL, INC.
By: /s/ Clive Burns
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Name: Clive Burns
Title: Company Secretary