EXHIBIT 99.1 27 MARCH 2003 TELEWEST COMMUNICATIONS PLC 4TH QUARTER AND FULL YEAR RESULTS 2002 FINANCIAL SUMMARY - ------------------------------- ---------------------- -------------------- ----------------- YEAR YEAR ENDED ENDED 31 DEC 2002 31 DEC 2001 % CHANGE (POUND)M (POUND)M TOTAL TURNOVER * 1,347 1,323 + 2% EBITDA ** 379 319 + 19% EBITDA MARGIN ** 28% 24% + 4% PTS NET LOSS *** (506) (801) - 37% CAPEX 477 653 - 27% NET DEBT 5,269 5,118 + 3% - ------------------------------- ---------------------- -------------------- ----------------- * includes Telewest's proportionate share of UKTV and in 2002 is before exceptional item of (pound)16m. ** includes Telewest's proportionate share of UKTV and in 2002 is before exceptional items of (pound)38m. *** shown before exceptional items in 2002 of (pound)1,712m and in 2001 (pound)1,134m. HIGHLIGHTS - - BROADBAND LEADERSHIP - 297,000 BROADBAND SUBSCRIBERS TODAY - 10% OF CUSTOMERS SUBSCRIBE TO TRIPLE-PLAY (UP FROM 3%) - - EBITDA BEFORE EXCEPTIONALS UP 19% YEAR-ON-YEAR TO(POUND)379M - - HEADCOUNT REDUCTIONS OF 1,450 DELIVERED - - CAPEX DOWN BY 27% YEAR-ON-YEAR - - EXCEPTIONAL NON-CASH CHARGE OF(POUND)1,643M FOR ASSET IMPAIRMENT - - FINANCIAL RESTRUCTURING DISCUSSIONS CONTINUE COMMENTING ON THE RESULTS, CHARLES BURDICK, MANAGING DIRECTOR OF TELEWEST COMMUNICATIONS, SAID: "We continue our focused strategy designed to accelerate cash generation, future profitability and provide a platform for growth. These results demonstrate the progress we have made. Costs (before redundancy payments) and capex are significantly down and revenues, EBITDA and EBITDA margin are up. We now have 297,000 broadband customers and approximately 80% market share in our cabled areas. "Our efforts are now focused on sustaining our leadership in broadband, building a profitable customer-base, great customer service and controlling costs. We are building on our strengths in local access to the residential and business customer; the power of bundling multiple services; and our unique position in content through our ownership of Flextech. Management and staff have responded well in very difficult circumstances and I am confident that the right strategies and steps have now been taken to deliver the vision for this company." ENQUIRIES TO TELEWEST COMMUNICATIONS PLC Charles Burdick managing director 020 7299 5000 Jane Hardman director of corporate communications 020 7299 5888 Richard Williams head of investor relations 020 7299 5479 And at BRUNSWICK John Sunnucks 020 7404 5959 Sarah Tovey 020 7404 5959 FOR AN AUDIO VISUAL INTERVIEW WITH TELEWEST MANAGING DIRECTOR, CHARLES BURDICK, PLEASE VISIT WWW.CANTOS.COM OR WWW.TELEWEST.CO.UK FINANCIAL REVIEW Except where stated otherwise, all profit and loss items are stated before exceptional items. Total turnover (including our share of UKTV, our joint venture with the BBC) for the year ended 31 December 2002 increased 2% to (pound)1,347 million compared to 2001, driven mainly by 6% growth in the Consumer Division to (pound)910 million. Content Division revenues, including UKTV, fell by (pound)22 million primarily due to the disposal of non-core businesses and the closure of ITV Digital. Business Division revenues fell by (pound)7 million reflecting a continuing weakness in the Carrier market. Gross margin improved from 63% to 68% for the year with strong improvements in CATV margins, rising telephony margins and a growing number of high margin broadband subscribers. CATV margins improved from 57% to 62% as a result of selected price rises, a reduction in the proportion of subscribers taking lower margin BSkyB premium channels and cost reductions in programming. Telephony margins have improved from 69% to 71% as a result of selected price increases, an improvement in the mix of telephony revenue, improved routing of telephony traffic and a reduction in termination rates for certain calls. Gross margin is stated after having taken into account cost of sales, before depreciation. Selling, general and administrative expenses ("SG&A") for the year were (pound)499 million, up (pound)8 million on 2001. SG&A includes (pound)25 million of redundancy costs of which (pound)5 million was incurred in the fourth quarter. As a result of the continuing improvements in revenue, gross margin and cost control, the Group's EBITDA for the year grew 19% to (pound)379 million. This includes our (pound)11 million share of UKTV's EBITDA. EBITDA margin grew from 24% to 28% for the year. EBITDA for the fourth quarter, including (pound)1 million from UKTV, was (pound)99 million. Excluding UKTV, EBITDA for the year was (pound)368 million, up 20% on 2001. Net loss for the year improved from (pound)801 million to (pound)506 million. The improvement was as a result of the 19% improvement in EBITDA, net foreign exchange gains relating to our US dollar denominated debt, and lower goodwill amortisation costs, partially offset by higher depreciation and interest charges. Capital expenditure has fallen 27% in 2002 to (pound)477 million as the Group continues its focus on cash and cost control. In the fourth quarter, Telewest sold for cash its shareholding in SMG for (pound)45 million and Maidstone Studios for (pound)4 million. As at 31 December 2002, net debt stood at (pound)5,269 million. This comprises (pound)3,419 million of notes and debentures, (pound)231 million of lease and vendor financing, (pound)9 million of other loans and (pound)2,000 million drawn down on our bank facility, offset by cash balances and short term deposits of (pound)390 million. EXCEPTIONAL ITEMS The Group has provided (pound)16 million against turnover as a result of a VAT & Duties Tribunal judgement in a dispute over the VAT status of our cable TV listings magazines. Previously this was disclosed as a contingent liability. The amount arises from VAT payable in the period from January 2000 to July 2002. The Company has appealed against this ruling. An exceptional amount of (pound)2 million has also been provided for interest on the amount in dispute. The Group has provided (pound)22 million for exceptional legal and professional costs of its balance sheet restructuring. Additionally, (pound)29 million is included in interest payable relating to an exceptional write-off of bank facility fees which were previously being carried forward over the lifetime of our Senior Secured facility that is being renegotiated as part of our balance sheet restructuring. Reflecting current market conditions, the Group has performed impairment tests on the carrying value of its assets. The impairment review was carried out in accordance with UK Accounting Standards to ensure that the carrying value of our separately identifiable assets in both Cable and Content Divisions are stated at no more than their recoverable amount, being the higher of net realisable value and value in use. This has resulted in (pound)1,643 million of exceptional non-cash charges. The non-cash charges comprise of impairment to goodwill ((pound)1,486 million relating to both Cable and Content Divisions' goodwill and (pound)70 million relating to joint ventures' goodwill) and fixed assets ((pound)87 million relating to certain Cable Division fixed assets.) Net loss after exceptional items for the year was (pound)2,218 million compared to (pound)1,935 million last year. GOING CONCERN These financial statements have been prepared on a going concern basis and do not include any adjustments that would arise as a result of the going concern basis of preparation being inappropriate. The Board of Directors have confidence in the successful conclusion of a restructuring of the Company's balance sheet (and any required amendments to the Senior Secured Facility) and, together with and on the basis of cash flow information that they have prepared, the directors consider that the Group will continue to operate as a going concern for a period of at least 12 months from the date of issue of these financial statements. For additional information concerning the proposed restructuring of the Company's balance sheet see Recent Developments. Any restructuring will require the approval of our bankers and various stakeholders. Inherently, there can be no certainty in relation to any of these matters. AUDIT REPORT Our auditors have considered the adequacy of the disclosures made in the consolidated financial statements concerning the uncertainty as to the ability of the Company and the Group to continue to meet their debts as they fall due. This depends upon the successful conclusion of the proposed restructuring referred to throughout this results announcement. In view of the significance of this uncertainty the auditors consider that it should be brought to shareholders' attention but their opinion is not qualified in this respect. RECENT DEVELOPMENTS On 30 September 2002, we announced that we had reached a preliminary agreement relating to a financial restructuring ("the Financial Restructuring") with an ad hoc committee of our bondholders ("the Bondholder Committee"). That agreement provides for the cancellation of all outstanding notes and debentures ("the Notes"), representing approximately (pound)3.5 billion of indebtedness, issued by the Company and Telewest Finance (Jersey) Limited and certain other unsecured foreign exchange hedge contracts ("the Hedge Contracts") of the Company in exchange for New Ordinary Shares ("New Shares") representing 97 per cent of the issued share capital of the Company immediately after the Financial Restructuring. The Company's current ordinary shareholders will receive the remaining 3 per cent of the Company's issued ordinary share capital. We also announced on 30 September 2002 that we were deferring payment of interest under certain of our Notes and the settlement of the Hedge Contracts. Such non-payment continues and has resulted in defaults under the Group's bank facilities and a number of other financing arrangements. Based on one such default, in respect of non-payment of approximately (pound)10.5 million to a Hedge Contract counter-party, that counter-party has filed a petition for the winding up of the Company with a UK Court. The Company intends to deal with this claim as part of the overall restructuring of its unsecured debt obligations and does not believe that the legal action will significantly impede the Financial Restructuring process. The Company will of course continue to meet its obligations to its suppliers and trade creditors and this legal action is expected to have no impact on customer service. On 15 January 2003, we announced that we had reached a non-binding agreement with respect to the terms of amended and restated credit facilities with both the steering committee of our senior lenders and the Bondholder Committee. In addition, the terms of these facilities have received credit committee approval, subject to documentation and certain other issues, from all of our senior lenders, save for those banks which are also creditors by virtue of the unsecured Hedge Contracts with which we will deal in the overall Financial Restructuring. These amended facilities will replace the Group's existing bank facilities and are, as noted above, conditional on various matters, including the satisfactory finalisation of arrangements for dealing with foreign exchange creditors and the completion of our balance sheet restructuring. These amended credit facilities will provide the Company with substantial liquidity, which is expected to be sufficient to see the Company through to cash flow positive after completion of the Financial Restructuring. Negotiations are continuing with the Bondholder Committee, the Company's senior lenders and certain other major stakeholders with a view to the completion of the Restructuring. BUSINESS REVIEW CONSUMER DIVISION Consumer Division revenues grew 6% to (pound)910 million resulting mainly from the growth of our broadband products, increased multi-service penetration and selected price rises. This all contributed to household ARPU growing by 4% to (pound)41.80 for the year. Compared to the third quarter, ARPU in the fourth quarter grew by 1% to (pound)41.96. We have seen a three-fold increase to 183,000 triple play customers subscribing to broadband internet, telephone and TV. These triple play customers accounted for 10% of our customer base at the year-end. Triple play customers are our most profitable customer segment and grew by 28,000 in the fourth quarter. During the fourth quarter, household customers grew by 400 compared to customer losses in the previous two quarters. Revenue growth has been impacted by net household customer losses of 7,000 in 2002, resulting from price rises and more rigorous enforcement of installation fees and disconnection policies in line with our objective of focusing on more cash generative customers. This strategy rather than one of absolute customer growth means that we do not expect to see strong customer growth in the near future. As part of this, we have introduced a (pound)50 upfront payment (offset against any installation fee or subscription payment) for all new customers and we have continued to tighten our credit control policy. We are also not actively selling our entry TV package to new subscribers. We believe initiatives such as these should contribute to profitability, cash generation and churn reductions although may not generate overall customer growth. Telewest reports churn on a product basis, with 12 month rolling churn figures for broadband internet, residential telephony and CATV. To this we are now adding household churn, which measures those customers who disconnect entirely from Telewest. (A full definition can be found in the operating statistics section of this release.) Household churn in the fourth quarter was 15.7%. Included within this calculation are "uncontrollable" disconnections as customers disconnect when they move out of our addressable areas, which account for approximately 20% of the UK's households. INTERNET Internet and other revenues increased by 98% to (pound)79 million in 2002 due to the growth in broadband subscribers. Net broadband additions in the fourth quarter were 46,000. At the year-end, we had 262,000 broadband subscribers, representing subscriber growth of 21% since the end of the third quarter. This reflects our continued success in broadband - we remain the market leader within our addressable areas. 70% of broadband customers subscribe to the full triple play and 93% take at least one other product. Broadband is also successful in attracting new customers to Telewest. In the fourth quarter, 40% of broadband installations were for subscribers new to Telewest. As well as our minimum standard 512Kb blueyonder broadband service, we also offer a 1Mb service at twice the connection speed of ADSL. At the year-end, 27,000 or 10% of our broadband subscribers took this 1Mb service. We are currently trialling a faster 2Mb service to 1,500 customers and plan to launch later in the year, demonstrating again our focus on providing broadband leadership. Broadband growth has continued and as at 26 March, we had 297,000 broadband subscribers, of which 31,000 took the 1Mb service. In January, we launched a self-installation option for broadband, costing only (pound)12.50 for installation - the lowest permanent entry price to broadband in the UK. This option makes use of cable modems embedded in set-top boxes and is available to our 857,000 digital TV subscribers. We believe this will improve customer satisfaction and reduce our installation costs. We are also trialling a wireless self-installation pack, which we intend to launch later this year. Together with our dial-up internet services, we have 540,000 internet subscribers. Dial-up is led by SurfUnlimited, which introduces our subscribers to a reliable fixed-fee unmetered service. In the fourth quarter, 19% of our broadband installations were for subscribers who had migrated from SurfUnlimited. On 1 March 2003, we raised the price of SurfUnlimited by (pound)1 to (pound)13, which remains one of the lowest cost unmetered services in the UK today. The price of our Pay-As-You-Go dial-up internet service has also risen from 1.5p per minute to 2p as we continue to migrate these subscribers to a flat rate service. We are also continuing to enhance our broadband content by developing our network gaming skills. In alliance with Microsoft, we are conducting consumer trials of the Xbox Live service and aim to develop a fully supportive service, providing a user-friendly connection between the console, PC and cable modem. Xbox Live will enable our broadband internet users to play games online with friends, talk to other players and download current statistics, new levels and characters. We are also working closely with Sony to help, develop and implement technologies to enhance the consumer experience for PlayStation 2 network gaming. Our current PC based broadband gaming service bygames.com, with 58,000 registered users at the year-end, was recently declared "Best Gaming Service" at the Future UK Internet Awards. RESIDENTIAL TELEPHONY The number of telephony subscribers at 1.6m has remained relatively flat for both the year and the fourth quarter. Average monthly revenue per line for the year was (pound)23.16 compared to (pound)22.79 in 2001 reflecting the continued takeup of Talk Unlimited. Average monthly revenue per subscriber was marginally down at (pound)24.92 due to the migration of dial-up internet subscribers to broadband, which reduces second line penetration. Residential telephony revenues were also impacted by the transfer of dial-up minutes of a large ISP's subscribers to a flat rate access regime provided by our Carrier Services unit. Subscribers to Talk Unlimited, continued to increase with 15,000 net additions in the quarter. This is our 24-hour 7 day-a-week flat rate unmetered residential voice service available for local and national calls in the UK. At the year-end, we had 361,000 Talk Unlimited subscribers representing 22% of our residential telephony base. At the beginning of 2003, we expanded our flat rate telephony services by launching Talk Evenings and Weekends. For (pound)17.50 per month, it gives our customers totally unlimited local and national weekend and evening calls to anywhere in the UK, including line rental. On 1 March, we expanded this range further by launching Talk International for (pound)3 per month, which offers reduced rates to all international destinations. We are also improving value for our telephony consumers by offering them free voicemail. On 22 January 2003, the Competition Commission announced that the mobile operators must make significant cuts to their termination rates charged to fixed line operators such as Telewest for fixed to mobile calls. Mobile interconnect costs are a significant cost to our business. These cuts are due to be implemented by 25 July 2003 and we continue to explore options to provide even more innovative new telephone packages, so that we can pass on value to our customers. CATV At the year-end, we had 1.3 million TV subscribers, of which 66% are digital subscribers. Of our consumer products, CATV carries the highest upfront investment and lowest margins. Therefore, our focus on cash and on profitable customers has impacted the CATV customer base more than our other products, and net disconnections in the quarter were 11,000. This does however represent a slowing of subscriber losses compared to the previous two quarters. During the year, we have lost 48,000 CATV subscribers as we have shifted our focus towards acquiring profitable customers rather than on pursuing overall subscriber growth. Initiatives taken during the year to improve mix and target more profitable customers included an August price increase for new customers subscribing to the entry pack. We have now completely withdrawn our entry TV package from sale to new subscribers and any customer who wishes to subscribe to TV as a stand-alone product must take our top-tier basic package, Supreme. We have now also withdrawn the Essential Plus package for new subscribers as we encourage customers to take the full Supreme package. CATV monthly ARPU remained flat for the year at (pound)20.82. The pay-to-basic ratio has fallen to 72% from 80%. In the fourth quarter, the percentage of subscribers taking our entry package fell to 18% as we began to successfully improve our product mix. In 2003, improvements to our digital TV packages continue with the addition of Sky Multiplex (offering nine extra movie channels) and ten new basic entertainment channels, providing even more choice and value. BUSINESS DIVISION Excluding Carrier Services, the Business Division's revenues for 2002 grew 5% to (pound)224 million. The Division benefited from the strategic focus on high margin data and internet products as we continue to leverage our local network and product set and focus on upselling services to existing customers, which has grown revenues and improved margins. The focus on upsell has resulted in existing customers renewing contracts and extending services with us such as The Scotsman newspaper. It has extended its existing contract with us for another three years and is also taking additional innovative technology services including IPVPN (Internet Protocol Virtual Private Network) with MPLS (Multi Protocol Label Switching) across various sites. It is also implementing a new Automatic Call Distribution (ACD) system to enhance call handling services in its call centre and adopting a new Internet structure. Other new data contracts include one providing Littlewoods Leisure with the capacity to run a VOIP (Voice Over Internet Protocol) service. This service ensures the delivery of high quality voice communications across the IP Network, which is constantly monitored to ensure that there is sufficient bandwidth to prioritise the customer's delivery requirements. We also continue to strengthen our public sector activity with a major contract signed with Newcastle City Council to link and manage the joining of 15 local libraries to the Telewest Schools Wide Area Network, into which 113 schools are connected. The contract is worth (pound)2.1 million over five years. Carrier Services revenues were (pound)43 million, down from (pound)61 million in 2001 reflecting a weakness in general market conditions. Carrier Services offers our national network to other carriers and operators (such as T-Mobile) for voice and data communications. CONTENT DIVISION Content Division revenues totalled (pound)170 million in 2002, including (pound)64 million being our 50% share of UKTV revenue. Content Division revenues are down (pound)22 million in 2002 mainly due to the disposal of non-core businesses. The closure of ITV Digital also had an impact through lost subscription revenue for UKTV. Advertising revenues of (pound)73 million (including our 50% share of UKTV) for the year were up 12% in a market that saw only a 5% overall rise. This strong performance derives from the viewing strength of its channels, with its viewing share in pay-TV homes growing from 6.1% to 6.6% and its share of basic viewing remaining stable at 20.4%. In 2002, UK Gold was the second most watched basic-pay channel in pay-TV homes, with LivingTV the sixth. The Content Division grew its market share with a 3.4% share of the TV advertising market in the UK, up from 3.0% in 2001. Subscription revenues of (pound)65 million (including our 50% share of UKTV) in 2002 were down 4% on 2001 and were affected overall by the closure of ITV Digital. This was partially offset by strong subscriber growth at BSkyB and improved tiering at NTL. On 15 January 2003, Flextech launched its latest TV channel, Ftn and UKTV launched UK Bright Ideas on the new Freeview digital terrestrial platform. These channels joined UK History which launched in October, and the Content Division now has three channels on this new distribution platform. NOTES: 1. Non-statutory information provided in this document is defined as follows: o EBITDA, which we consider is a standard measure commonly reported and widely used by analysts, investors and other interested parties in the cable television and telecommunications industry, represents group operating profit before deducting depreciation of fixed assets and amortisation of goodwill. o Gross margin is defined as Group turnover less cost of sales before deducting depreciation. All commentary in this document is based on the Group's UK GAAP financial results unless otherwise specified. 2. The following is included in connection with legislation in the United States, the Safe Harbor Statement under the US Private Securities Litigation Reform Act of 1995: the foregoing includes certain forward looking statements that involve various risks and uncertainties which could lead to actual results significantly different than those anticipated by Telewest. For a discussion of certain of these risks and uncertainties, see the Company's Annual Report on Form 20-F filed with the US Securities and Exchange Commission on 1 July 2002. TELEWEST COMMUNICATIONS PLC OPERATING STATISTICS - UNAUDITED - --------------------------------------------------------------------------------------------------------------------------- CONSUMER DIVISION NET ADDITIONS NET ADDITIONS Net additions Net additions Q4 2002 2002 Q4 2001 2001 - --------------------------------------------------------------------------------------------------------------------------- Household customers 391 (6,994) 21,007 74,278 Blueyonder broadband internet subscribers 46,046 177,097 31,988 78,229 Telephony subscribers (866) (1,485) 24,143 77,669 Telephone lines (8,713) (45,121) 17,885 56,153 Cable television subscribers (11,024) (47,973) 23,805 92,174 - --------------------------------------------------------------------------------------------------------------------------- AS AT 31 DEC As at 31 Dec 2002 2001 - --------------------------------------------------------------------------------------------------------------------------- Homes passed 4,895,956 4,914,155 Homes passed and marketed 4,699,694 4,713,937 Dual or triple service subscribers (1) 1,228,586 1,218,294 Cable television only subscribers 116,508 138,053 Residential telephony only subscribers 395,133 401,286 Internet only subscribers 18,398 7,986 Total residential subscribers 1,758,625 1,765,619 Household penetration 37.4% 37.5% Percentage of triple service subscribers (1) 10.4% 3.3% Percentage of dual or triple service subscribers (1) 69.9% 69.0% Average household churn (2) 18.2% N/A Average monthly revenue per subscriber (3) (POUND)41.80 (pound)40.03 - --------------------------------------------------------------------------------------------------------------------------- BLUEYONDER INTERNET SUBSCRIBERS Blueyonder broadband 262,219 85,122 Blueyonder SurfUnlimited 193,201 184,034 Blueyonder pay-as-you-go 85,025 119,295 Total Internet subscribers 540,445 388,451 - --------------------------------------------------------------------------------------------------------------------------- BLUEYONDER BROADBAND Average subscriber churn rate (4) 12.4% 7.5% Average monthly revenue per subscriber (5) (POUND)25.12 (pound)25.21 - --------------------------------------------------------------------------------------------------------------------------- RESIDENTIAL TELEPHONY Residential telephony subscribers 1,614,324 1,615,809 Talk Unlimited subscribers 360,662 154,566 Residential telephony penetration (6) 34.4% 34.3% Residential telephone lines 1,717,191 1,762,312 Second line penetration 6.4% 9.1% Average subscriber churn rate (7) 17.3% 16.5% Average monthly revenue per line (8) (POUND)23.16 (pound)22.79 Average monthly revenue per subscriber (9) (POUND)24.92 (pound)25.09 - --------------------------------------------------------------------------------------------------------------------------- CABLE TELEVISION Cable television subscribers 1,293,811 1,341,784 Digital television subscribers 857,472 723,826 Penetration rate (10) 27.5% 28.5% Average subscriber churn rate (11) 21.5% 18.7% Average monthly revenue per subscriber (12) (POUND)20.82 (pound)20.75 - --------------------------------------------------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC OPERATING STATISTICS - UNAUDITED (CONTINUED) - ------------------------------------------------------------------------------------------------------------ AS AT 31 DEC As at 31 Dec 2002 2001 - ------------------------------------------------------------------------------------------------------------ BUSINESS DIVISION Business customer accounts 73,746 72,934 Business telephony lines 466,820 444,998 Average business lines per customer account (13) 6.3 6.1 Average annualised monthly revenue per business line (14) (POUND)41.96 (pound)44.12 Annualised revenue per customer account (15) (POUND)3,114 (pound)3,137 - ------------------------------------------------------------------------------------------------------------ CONTENT DIVISION Pay multichannel subscribers 9,764,233 10,504,118 Flextech share of basic viewing (16) 20.4% 20.4% Share of total TV advertising revenues (17) 3.4% 3.0% - ------------------------------------------------------------------------------------------------------------ (1) Dual or triple service subscribers are those subscribers who take at least two or all three of our cable television, residential telephony and broadband internet services. (2) Average household churn rate for the period is calculated on a rolling 12-month basis and represents (i) the total number of residential customers who disconnected or who were disconnected during such period, divided by (ii) the average number of residential customers in such period (3) Average monthly revenue per subscriber (often referred to as "ARPU" or "Average Revenue per User") represents (i) the average monthly revenue of residential customers for such period, divided by (ii) the average number of residential customers in such period. (4) Average blueyonder broadband subscriber churn rate for the period is calculated on a rolling 12-month basis and represents (i) the total number of blueyonder broadband subscribers who terminated their services or whose services were terminated during such period, divided by (ii) the average number of blueyonder broadband subscribers in such period. (5) Average monthly revenue per blueyonder broadband subscriber for each period represents (i) the average monthly blueyonder broadband revenue for such period, divided by (ii) the average number of blueyonder broadband subscribers in such period. (6) Residential telephony penetration rate at a specified date represents (i) the total number of residential cable telephony subscribers at such date divided by (ii) the total number of homes passed and marketed for residential cable telephony at such date. (7) Average residential telephony subscriber churn rate for the period is calculated on a rolling 12-month basis and represents (i) the total number of residential cable telephony subscribers who terminated telephony services or whose services were terminated during such period, divided by (ii) the average number of residential cable telephony subscribers in such period. (8) Average monthly revenue per residential telephony line for each period represents (i) the average monthly residential cable telephony revenue for such period, divided by (ii) the average number of residential cable telephony lines in such period. (9) Average monthly revenue per residential telephony subscriber for each period represents (i) the average monthly residential cable telephony revenue for such period, divided by (ii) the average number of residential cable telephony subscribers in such period. (10) Cable television penetration rate at a specified date represents (i) the total number of cable television subscribers at such date, divided by (ii) the total number of homes passed and marketed for cable television at such date. (11) Average cable television subscriber churn rate for the period is calculated on a rolling 12-month basis and represents (i) the total number of cable television subscribers who terminated basic services or whose services were terminated during such period, divided by (ii) the average number of cable television subscribers in such period. (12) Average monthly revenue per cable television subscriber for each period represents (i) the average monthly cable television revenue for such period, divided by (ii) the average number of cable television subscribers in such period. (13) Average number of business lines per customer account at a specified date represents (i) the number of business cable telephony lines at such date, divided by (ii) the average number of business cable telephony customer accounts at such date. (14) Average annualised monthly revenue per business line represents (i) the average monthly business services revenue for the 12 months to date, divided by (ii) the average number of business lines in such period. (15) Average annualised revenue per customer account represents (i) the average monthly business services revenue for the 12 months to date, divided by (ii) the average number of business services customers in such period, multiplied by 12 months. (16) Basic viewing over 24 hours in pay-TV homes. (17) Includes Flextech's wholly owned channels and UKTV's advertising revenues TELEWEST COMMUNICATIONS PLC UK GAAP SUMMARISED AUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- 2002 2002 2002 2001 BEFORE EXCEPTIONAL TOTAL TOTAL EXCEPTIONAL ITEMS ITEMS (note 5) (POUND)M (POUND)M (POUND)M (POUND)M - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- TURNOVER Consumer Division: Cable television 336 - 336 329 Telephony 495 - 495 488 Internet and other 79 (16) 63 40 - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- 910 (16) 894 857 Business Division 267 - 267 274 - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- TOTAL CABLE DIVISION 1,177 (16) 1,161 1,131 CONTENT DIVISION Programming, transactional and interactive revenues 106 - 106 129 Share of joint ventures' turnover (UKTV) 64 - 64 63 - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- TOTAL CONTENT DIVISION 170 - 170 192 - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- TOTAL TURNOVER 1,347 (16) 1,331 1,323 Less: share of joint ventures' turnover (64) - (64) (63) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- GROUP TURNOVER (note 1) 1,283 (16) 1,267 1,260 TOTAL OPERATING COSTS (note 2) (1,524) (1,595) (3,119) (2,572) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- GROUP OPERATING LOSS (note 1) (241) (1,611) (1,852) (1,312) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- Group Turnover 1,283 (16) 1,267 1,260 Operating expenses before depreciation and amortisation (915) (22) (937) (954) ----------------- ----------------- --------------- -------------- EBITDA (note1) 368 (38) 330 306 Depreciation and amortisation (note 2) (609) (1,573) (2,182) (1,618) ----------------- ----------------- --------------- -------------- Group operating loss (241) (1,611) (1,852) (1,312) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- SHARE OF OPERATING PROFITS OF JOINT VENTURES 10 - 10 9 SHARE OF OPERATING LOSSES OF ASSOCIATED UNDERTAKINGS (1) - (1) (7) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- TOTAL OPERATING LOSS (232) (1,611) (1,843) (1,310) GAIN/(LOSS) ON DISPOSAL OF INVESTMENTS 36 - 36 (4) INTEREST RECEIVABLE AND SIMILAR INCOME (note 3) 309 - 309 15 AMOUNTS WRITTEN OFF INVESTMENTS (47) (70) (117) (138) INTEREST PAYABLE AND SIMILAR CHARGES (note 4) (572) (31) (603) (494) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (506) (1,712) (2,218) (1,931) TAX ON LOSS ON ORDINARY ACTIVITIES (1) - (1) (5) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (507) (1,712) (2,219) (1,936) MINORITY INTERESTS 1 - 1 1 - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- LOSS FOR FINANCIAL YEAR (506) (1,712) (2,218) (1,935) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- LOSS PER ORDINARY SHARE (pence) (17.6) (59.6) (77.2) (67.2) - -------------------------------------------------------------- ----------------- ----------------- --------------- -------------- The financial information presented above reflects the continuing operations of the business. The consolidated financial information set out on pages 10 to 14, has been prepared on the basis of the accounting policies set out in Telewest's Annual Report. The audited consolidated financial information set out pages 10 to 14, does not constitute the Company's statutory accounts for the years ended 31 December 2002 or 2001 but is derived from those accounts. Statutory accounts for 2001 were delivered to the Registrar of Companies following the Company's Annual General Meeting on 11 June 2002. The auditors have reported on those accounts; their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. TELEWEST COMMUNICATIONS PLC UK GAAP SUMMARISED AUDITED CONSOLIDATED BALANCE SHEETS AS AT 31 DECEMBER - ----------------------------------------------------------------------- ---------------------- ---------------------- 2002 2001 (POUND)M (POUND)M - ----------------------------------------------------------------------- --------- ------------ --------- ------------- FIXED ASSETS Intangible assets 157 1,743 Tangible assets 3,398 3,498 Investment in joint ventures: Share of gross assets 45 30 Goodwill 241 330 Share of gross liabilities (146) (138) Loans to joint ventures 208 218 --------- --------- 348 440 Investments in associated undertakings and participating interests 8 107 Other investments - 1 --------- --------- 356 548 - ----------------------------------------------------------------------- --------- ------------ --------- ------------- 3,911 5,789 - ----------------------------------------------------------------------- --------- ------------ --------- ------------- CURRENT ASSETS Stocks 28 67 Debtors 210 239 Secured cash deposits restricted for more than one year 12 20 Cash at bank and in hand 390 14 - ----------------------------------------------------------------------- --------- ------------ --------- ------------- 640 340 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR(includes convertible debt of(pound)282m in 2002) (4,410) (670) - ----------------------------------------------------------------------- --------- ------------ --------- ------------- NET CURRENT LIABILITIES (3,770) (330) - ----------------------------------------------------------------------- --------- ------------ --------- ------------- TOTAL ASSETS LESS CURRENT LIABILITIES 141 5,459 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE (1,932) (5,031) YEAR (includes convertible debt of(pound)608m in 2002 and(pound)904m in 2001) MINORITY INTERESTS 1 (1) - ----------------------------------------------------------------------- --------- ------------ --------- ------------- NET (LIABILITIES)/ASSETS (1,790) 427 - ----------------------------------------------------------------------- --------- ------------ --------- ------------- - ----------------------------------------------------------------------- --------- ------------ --------- ------------- EQUITY SHAREHOLDERS' (DEFICIT)/FUNDS (1,790) 427 - ----------------------------------------------------------------------- --------- ------------ --------- ------------- TELEWEST COMMUNICATIONS PLC UK GAAP SUMMARISED AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER - ---------------------------------------------------------------------------------------------- --------------- --------------- 2002 2001 (POUND)M (POUND)M - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH INFLOW FROM OPERATING ACTIVITIES (note 6) 391 348 - ---------------------------------------------------------------------------------------------- --------------- --------------- DIVIDENDS RECEIVED FROM ASSOCIATED UNDERTAKINGS 1 3 - ---------------------------------------------------------------------------------------------- --------------- --------------- RETURNS ON INVESTMENT AND SERVICING OF FINANCE Interest received 7 5 Interest received from joint ventures 12 12 Interest paid (287) (335) Dividend paid to minority interests in subsidiary undertaking (1) - Interest element of finance lease payments (18) (20) Issue costs of Notes and credit facility arrangement costs - (41) - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH OUTFLOW FROM RETURNS ON INVESTMENTS AND SERVICING OF FINANCE (287) (379) - ---------------------------------------------------------------------------------------------- --------------- --------------- CAPITAL EXPENDITURE Purchase of tangible fixed assets (448) (548) Sale of tangible fixed assets 1 2 - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH OUTFLOW FOR CAPITAL EXPENDITURE (447) (546) - ---------------------------------------------------------------------------------------------- --------------- --------------- ACQUISITIONS AND DISPOSALS Purchase of subsidiary undertakings - (6) Disposal of subsidiary undertakings 14 10 Cash disposed of with a subsidiary undertaking - (2) Disposal of associated undertakings 59 - Investments in associated undertakings and other participating interests (2) (26) - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH INFLOW/(OUTFLOW) FROM ACQUISITIONS AND DISPOSALS 71 (24) - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH OUTFLOW BEFORE USE OF LIQUID RESOURCES AND FINANCING (271) (598) MANAGEMENT OF LIQUID RESOURCES Net (increase)/decrease in fixed and secured deposits (229) 11 - ---------------------------------------------------------------------------------------------- --------------- --------------- FINANCING Net repayment of borrowings under old credit facilities - (824) Net proceeds from borrowings under new credit facilities 640 1,393 Net proceeds from maturity of forward contracts 76 - Repayments of loans made to joint ventures (net) 9 9 Repayment of SMG equity swap (33) - Proceeds from issue of Accreting Convertible Notes, 2003 - 30 Repayment of other borrowings (2) - Proceeds from exercise of share options - 6 Capital element of finance lease payments (51) (54) - ---------------------------------------------------------------------------------------------- --------------- --------------- NET CASH INFLOW FROM FINANCING 639 560 - ---------------------------------------------------------------------------------------------- --------------- --------------- INCREASE/(DECREASE) IN CASH IN THE YEAR 139 (27) - ---------------------------------------------------------------------------------------------- --------------- --------------- TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO THE SUMMARISED AUDITED CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- CABLE CONTENT INTER- TOTAL CABLE CONTENT INTER- TOTAL DIVISIONAL DIVISIONAL 2002 2002 2002 2002 2001 2001 2001 2001 (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- 1 SEGMENTAL ANALYSIS Group Turnover before exceptional item 1,177 121 (15) 1,283 1,131 143 (14) 1,260 (pound)16m in 2002 Operating expenses before exceptional items (pound)22m in 2002, depreciation and amortisation (816) (114) 15 (915) (833) (135) 14 (954) - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- EBITDA before exceptional items 361 7 - 368 298 8 - 306 Exceptional items (38) - - (38) - - - - - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- EBITDA after exceptional items 323 7 - 330 298 8 - 306 Depreciation and amortisation (548) (61) - (609) (497) (129) - (626) Exceptional items - Impairment of tangible assets (87) - - (87) - - - - Impairment of goodwill (1,110) (376) - (1,486) - (992) - (992) - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- GROUP OPERATING LOSS (1,422) (430) - (1,852) (199) (1,113) - (1,312) - ---------------------------------------- --------- --------- ----------- --------- --------- ---------- ----------- ----------- 2002 2001 (POUND)M (POUND)M - ------------------------------------------------------------------------------------------------- -------------- --------------- 2 TOTAL OPERATING COSTS COST OF SALES: Consumer programming expenses 128 142 Business and consumer telephony expenses 218 238 Content Division cost of sales 70 83 - ------------------------------------------------------------------------------------------------- -------------- --------------- PRIME COST OF SALES (COST OF SALES BEFORE DEPRECIATION) 416 463 Depreciation of tangible fixed assets (Includes exceptional write down(pound)87m in 2002) 577 445 - ------------------------------------------------------------------------------------------------- -------------- --------------- 993 908 - ------------------------------------------------------------------------------------------------- -------------- --------------- ADMINISTRATION EXPENSES Selling, general and administrative expenses (Includes exceptional items(pound)22m in 2002) 521 491 Amortisation of goodwill and intangible assets (Includes exceptional impairment 2002:( pound)1,486m 2001:(pound)992m) 1,605 1,173 - ------------------------------------------------------------------------------------------------- -------------- --------------- 2,126 1,664 - ------------------------------------------------------------------------------------------------- -------------- --------------- TOTAL OPERATING COSTS (Includes exceptional items(pound)1,595m in 2002 and(pound)992m in 2001) 3,119 2,572 - ------------------------------------------------------------------------------------------------- -------------- --------------- 3 INTEREST RECEIVABLE AND SIMILAR INCOME Interest receivable 19 15 Exchange gains on foreign currency translation 290 - - ------------------------------------------------------------------------------------------------- -------------- --------------- TOTAL INTEREST RECEIVABLE AND SIMILAR INCOME 309 15 - ------------------------------------------------------------------------------------------------- -------------- --------------- 4 INTEREST PAYABLE AND SIMILAR CHARGES Share of interest of associated undertakings and joint ventures 9 11 On bank loans 135 105 Finance costs of Notes and Debentures 325 329 Finance charges payable in respect of finance leases and hire purchase contracts 17 19 Exchange losses on foreign currency translation 74 15 Other (Includes exceptional items(pound)31m in 2002) 43 15 - ------------------------------------------------------------------------------------------------- -------------- --------------- TOTAL INTEREST PAYABLE AND SIMILAR CHARGES (Includes exceptional items(pound)31m in 2002) 603 494 - ------------------------------------------------------------------------------------------------- -------------- --------------- TELEWEST COMMUNICATIONS PLC UK GAAP NOTES TO THE SUMMARISED AUDITED CONSOLIDATED ACCOUNTS (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER - -------------------------------------------------------------------------------- 5 EXCEPTIONAL ITEMS The Group continued to review the carrying value of goodwill arising on its acquisitions of subsidiaries, joint ventures and associated undertakings and of its network assets in compliance with FRS 10 and FRS 11. The review resulted in non-cash exceptional adjustments of (pound)1,643 million, being (pound)1,486 million in respect of goodwill impairment of investments in subsidiaries, (pound)87 million of impairment in respect of certain cable assets and (pound)70 million in respect of goodwill impairment in respect of joint ventures. The Group has provided (pound)16 million against turnover as a result of a VAT & Duties Tribunal judgement in a dispute over the VAT status of our cable TV listings magazines. Previously this was disclosed as a contingent liability. The amount arises from VAT payable in the period from January 2000 to July 2002. The Company has appealed against this ruling. An exceptional amount of (pound)2 million has also been provided for interest on the amount in dispute. Additionally shown as exceptional items are (pound)22 million of legal and professional costs incurred during 2002 relating to the Financial Restructuring of our balance sheet and (pound)29 million of bank facility fees written off within interest payable which were being carried forward over the lifetime of our Senior Secured Facility that is being re-negotiated as part of the Financial Restructuring. During 2002 the Group sold its investment in subsidiary undertakings The Way Ahead Group Limited and Maidstone Studios and in its associate undertakings TV Travel Group Limited and SMG plc making an aggregate gain on the disposals of (pound)36 million. - ------------------------------------------------------------------------------------------- ------------- -------------- 2002 2001 (POUND)M (POUND)M - ------------------------------------------------------------------------------------------- ------------- -------------- 6 RECONCILIATION OF OPERATING LOSS TO NET CASH INFLOW FROM OPERATING ACTIVITIES Group operating loss (1,852) (1,312) Depreciation of tangible fixed assets 490 445 Exceptional impairment of tangible fixed assets 87 - Amortisation of goodwill and intangible assets 119 181 Exceptional impairment of goodwill 1,486 992 Decrease in stocks and programming inventory 7 2 Decrease in debtors 24 23 Increase in creditors 30 17 - ------------------------------------------------------------------------------------------- ------------- -------------- NET CASH INFLOW FROM OPERATING ACTIVITIES 391 348 - ------------------------------------------------------------------------------------------- ------------- -------------- 7 NET DEBT Net debt, other than short-term creditors and accruals - ------------------------------------------------------------------------------------------- ------------- -------------- Convertible Notes 890 904 Other Notes and Debentures 2,529 2,598 Bank facility 2,000 1,324 Other loans 9 45 Vendor financing and obligations under finance leases and hire purchase contracts 231 261 - ------------------------------------------------------------------------------------------- ------------- -------------- TOTAL DEBT 5,659 5,132 Less cash at bank and in hand (390) (14) - ------------------------------------------------------------------------------------------- ------------- -------------- NET DEBT (before restricted cash deposits) 5,269 5,118 - ------------------------------------------------------------------------------------------- ------------- -------------- TELEWEST COMMUNICATIONS PLC UK GAAP SUMMARISED UNAUDITED QUARTERLY CONSOLIDATED PROFIT AND LOSS ACCOUNTS FOR THE QUARTERS ENDED - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ 31 DEC 30 SEPT 30 JUN 31 MAR 31 DEC 2002 2002 2002 2002 2001 (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TURNOVER Consumer Division: Cable television 81 82 88 85 86 Telephony 122 122 125 126 126 Internet and other (before Q4 exceptional item of(pound)16m) 23 22 18 16 14 - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ 226 226 231 227 226 Business Division 68 68 67 64 71 - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL CABLE DIVISION 294 294 298 291 297 - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Content Division Programming, transactional and interactive 27 27 26 26 36 revenues Share of joint ventures' turnover (UKTV) 16 15 16 17 17 - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL CONTENT DIVISION 43 42 42 43 53 - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL TURNOVER (NOTE 1) 337 336 340 334 350 Less: share of joint ventures' turnover (16) (15) (16) (17) (17) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ GROUP TURNOVER 321 321 324 317 333 TOTAL OPERATING COSTS before exceptional items (375) (382) (389) (378) (402) EXCEPTIONAL ITEMS (NOTE 2) (1,611) - - - (992) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ GROUP OPERATING LOSS after exceptional items (1,665) (61) (65) (61) (1,061) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Group Turnover before exceptional VAT adjustment 321 321 324 317 333 Operating expenses before exceptional items, depreciation and amortisation (223) (227) (234) (231) (240) ------------ ------------ ------------ ------------ ------------ EBITDA before exceptional items 98 94 90 86 93 Exceptional items (VAT adjustment and restructuring costs) (38) - - - - ------------ ------------ ------------ ------------ ------------ EBITDA after exceptional items 60 94 90 86 93 Depreciation and amortisation (152) (155) (155) (147) (162) Exceptional item - impairment of tangible assets (87) - - - - Exceptional item- impairment of goodwill (1,486) - - - (992) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Group operating loss after exceptional items (1,665) (61) (65) (61) (1,061) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ LOSS FOR THE FINANCIAL PERIOD (1,821) (158) (73) (166) (1,338) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ LOSS PER ORDINARY SHARE (pence) (63.3) (5.6) (2.5) (5.8) (46.5) - --------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Note 1 - Total turnover is stated before the Q4 exceptional item of(pound)16m Note 2 - Exceptional items of (pound)1,611m comprised (pound)1,595m charged to operating costs and (pound)16m charged to turnover TELEWEST COMMUNICATIONS PLC UK GAAP SUMMARISED UNAUDITED QUARTERLY CONSOLIDATED ACCOUNTS FOR THE QUARTERS ENDED - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ 31 DEC 30 SEPT 30 JUNE 31 MAR 31 DEC 2002 2002 2002 2002 2001 (POUND)M (POUND)M (POUND)M (POUND)M (POUND)M - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING COSTS COST OF SALES: Consumer programming expenses 32 31 32 33 33 Business and consumer telephony expenses 53 52 58 55 59 Content Division cost of sales 22 17 15 16 26 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ PRIME COST OF SALES (COST OF SALES BEFORE DEPRECIATION) 107 100 105 104 118 Depreciation of tangible fixed assets 123 125 125 117 117 Exceptional write down of tangible fixed assets 87 - - - - - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ 317 225 230 221 235 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ ADMINISTRATION EXPENSES: Selling, general and administrative expenses 116 127 129 127 122 Exceptional selling, general and administrative expenses 22 - - - - Amortisation of goodwill and intangible assets 29 30 30 30 45 Exceptional item - impairment of goodwill 1,486 - - - 992 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ 1,653 157 159 157 1,159 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL OPERATING COSTS 1,970 382 389 378 1,394 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ INTEREST PAYABLE AND SIMILAR CHARGES Share of interest of associated 2 1 2 4 3 undertakings and joint ventures On bank loans 38 36 32 29 33 Finance costs of Notes and Debentures 72 84 85 84 83 Finance charges payable in respect of 4 4 6 3 8 finance leases and hire purchase contracts Exchange losses on foreign currency translation (13) (6) 22 71 9 Other 1 5 3 3 1 Exceptional items 31 - - - - - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL INTEREST PAYABLE AND SIMILAR CHARGES 135 124 150 194 137 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ INTEREST RECEIVABLE AND SIMILAR INCOME Interest receivable 6 5 5 3 3 Exchange gains on foreign currency translation 46 58 104 82 - - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL INTEREST RECEIVABLE AND SIMILAR INCOME 52 63 109 85 3 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ NET DEBT Net debt, other than short-term creditors and accruals - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ Convertible Notes 890 893 897 916 904 Other Notes and Debentures 2,529 2,560 2,657 2,678 2,598 Bank facility 2,000 1,969 1,807 1,455 1,324 Other loans 9 35 42 43 45 Vendor financing and obligations under finance 231 221 246 277 261 leases and hire purchase contracts - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TOTAL DEBT 5,659 5,678 5,649 5,369 5,132 Less cash at bank and in hand (392) (351) (341) (91) (14) - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ NET DEBT 5,267 5,327 5,308 5,278 5,118 - ----------------------------------------------------------------- ------------ ------------ ------------ ------------ ------------ TELEWEST COMMUNICATIONS PLC US GAAP SUMMARISED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED 31 DECEMBER - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- 3 MONTHS 3 MONTHS 3 MONTHS YEAR YEAR YEAR ENDED ENDED ENDED ENDED ENDED ENDED 31 DEC 31 DEC 31 DEC 31 DEC 31 DEC 31 DEC 2002 2002 2001 2002 2002 2001 $M (POUND)M (POUND)M $M (POUND)M (POUND)M - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- REVENUE Cable television 132 82 86 541 336 329 Consumer telephony 196 122 126 797 495 488 Internet and other 10 6 14 101 63 40 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- TOTAL CONSUMER DIVISION 338 210 226 1,439 894 857 Business Services Division 113 70 66 455 283 268 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- TOTAL CABLE DIVISION 451 280 292 1,894 1,177 1,125 Content Division 43 27 37 171 106 129 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- TOTAL REVENUE 494 307 329 2,065 1,283 1,254 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- OPERATING COSTS AND EXPENSES Consumer programming expenses (52) (32) (32) (206) (128) (142) Business and consumer telephony expenses (85) (53) (57) (351) (218) (235) Content expenses (35) (22) (26) (113) (70) (83) Depreciation (199) (123) (123) (797) (495) (469) Impairment of fixed assets (1,353) (841) - (1,353) (841) - - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- Cost of sales (1,724) (1,071) (238) (2,820) (1,752) (929) Selling, general and administrative expenses (225) (140) (123) (846) (526) (497) Amortisation of goodwill - - (46) - - (183) Impairment of goodwill (2,326) (1,445) (766) (2,326) (1,445) (766) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- (4,275) (2,656) (1,173) (5,992) (3,723) (2,375) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- OPERATING LOSS (3,781) (2,349) (844) (3,927) (2,440) (1,121) OTHER INCOME/(EXPENSE) Interest income 10 6 3 30 19 15 Interest expense (190) (118) (127) (829) (515) (487) Foreign exchange gains/(losses), net 96 60 (7) 343 213 - Share of net losses of affiliates and impairment (182) (113) (215) (190) (118) (216) Minority interest in losses of consolidated subsidiaries, net 2 1 1 2 1 1 Other, net 52 32 4 58 36 (3) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- LOSS BEFORE INCOME TAXES (3,993) (2,481) (1,185) (4,513) (2,804) (1,811) Income tax benefit 37 23 63 45 28 70 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- NET LOSS (3,956) (2,458) (1,122) (4,468) (2,776) (1,741) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- Basic and diluted loss per ordinary share $(1.38) (pound)(0.86) (pound)(0.38) $(1.56) (pound)(0.97) (pound)(0.60) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- Operating loss (3,781) (2,349) (844) (3,927) (2,440) (1,121) Add: depreciation, amortisation and impairment of goodwill and fixed assets 3,878 2,409 935 4,476 2,781 1,418 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- EBITDA (AFTER NON-CASH SHARE-BASED COMPENSATION 97 60 91 549 341 297 (CREDIT)/COST) Add back: non-cash share-based compensation (credit)/cost - - - (2) (1) 1 - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- EBITDA (BEFORE NON-CASH SHARE-BASED COMPENSATION 97 60 91 547 340 298 (CREDIT)/COST) - ------------------------------------------------- ---------- -------------- -------------- --------- -------------- --------------- The consolidated financial information as set out on pages 17 to 19, which is unaudited, has been prepared on the basis of the accounting policies set out in Telewest's 2001 Annual Report, other than where changes are necessary to implement new accounting standards. The economic environment in which the Company operates is the United Kingdom and hence its reporting currency is Pounds Sterling ("(pound)"). Merely for convenience, the financial statements contain translation of certain Pounds Sterling amounts into US Dollars ("$") at $1.6095 per (pound)1.00, the noon buying rate of the Federal Reserve Bank of New York on 31 December 2002. The presentation of the US Dollar amounts should not be construed as a representation that the Pounds Sterling amounts could be so converted into US Dollars at the rate indicated or at any other rate. TELEWEST COMMUNICATIONS PLC US GAAP SUMMARISED UNAUDITED CONSOLIDATED BALANCE SHEETS AS AT 31 DECEMBER 2002 2002 2001 $M (POUND)M (POUND)M - -------------------------------------------------------------- --------------- -------------- ------------ ASSETS Cash and cash equivalents 628 390 14 Secured cash deposits restricted for more than one year 19 12 20 Receivables and prepaid expenses 346 215 261 - -------------------------------------------------------------- --------------- -------------- ------------ Total current assets 993 617 295 Investments 605 376 547 Property and equipment 4,182 2,598 3,473 Goodwill and other intangibles 719 447 1,892 Inventory 45 28 67 Other assets 65 40 58 - -------------------------------------------------------------- --------------- -------------- ------------ TOTAL ASSETS 6,609 4,106 6,332 - -------------------------------------------------------------- --------------- -------------- ------------ LIABILITIES Debt 8,772 5,450 4,897 Other liabilities 1,658 1,030 984 - -------------------------------------------------------------- --------------- -------------- ------------ TOTAL LIABILITIES 10,430 6,480 5,881 MINORITY INTERESTS (2) (1) - SHAREHOLDERS' (DEFICIT)/EQUITY (3,819) (2,373) 451 - -------------------------------------------------------------- --------------- -------------- ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 6,609 4,106 6,332 - -------------------------------------------------------------- --------------- -------------- ------------ TELEWEST COMMUNICATIONS PLC US GAAP SUMMARISED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2002 2002 2001 $M (POUND)M (POUND)M - ----------------------------------------------------------------------------------------- ----------- -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss (4,468) (2,776) (1,741) Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: Depreciation 797 495 469 Impairment of fixed assets 1,353 841 - Amortisation and impairment of goodwill 2,326 1,445 949 Amortisation of deferred financing costs and issue discount on Senior Discount Debentures 166 103 99 Deferred tax credit (45) (28) (70) Unrealised gain on foreign currency translation (343) (213) (10) Non-cash accrued share-based compensation (credit)/cost (2) (1) 1 Share of net (gains)/losses of affiliates and impairment (16) (10) 216 Loss on disposal of assets 148 92 4 Minority interest in losses of consolidated subsidiaries - - (1) Changes in operating assets and liabilities, net of effect of acquisition of subsidiaries: Change in receivables 31 19 25 Change in prepaid expenses 10 6 6 Change in other assets 24 15 1 Change in accounts payable 27 17 3 Change in other liabilities 157 98 62 - ----------------------------------------------------------------------------------------- ----------- -------------- -------------- NET CASH PROVIDED BY/(USED) IN OPERATING ACTIVITIES 165 103 13 NET CASH USED IN INVESTING ACTIVITIES (587) (365) (561) NET CASH PROVIDED BY FINANCING ACTIVITIES 1,027 638 502 - ----------------------------------------------------------------------------------------- ----------- -------------- -------------- NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 605 376 (46) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23 14 60 - ----------------------------------------------------------------------------------------- ----------- -------------- -------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD 628 390 14 - ----------------------------------------------------------------------------------------- ----------- -------------- --------------