Common use of Recent Developments Clause in Contracts

Recent Developments. On April 2, 2002, we agreed to dispose of our 37.95% interest in TV Travel Group Limited ("TVT") to USA Networks Inc. as part of USA Network's Inc.'s agreement to purchase TVT. This disposal was completed on May 2, 2002. The consideration for our interest in TVT (comprised of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all to be paid in cash. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 2, 2002, we filed with the SEC our unaudited financial statements for the first quarter of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship with, and investment in, Telewest without board representation. Microsoft expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to consider, among other things, purchasing or selling Telewest securities or engaging in possible strategic transactions involving Telewest. Microsoft has no current plan regarding any such transactions, but reserves the right to change its plans at any time." On June 14, 2002 we announced that we had agreed to dispose of our 75.6% interest in the ordinary share capital of The Way Ahead Group Limited ("Way Ahead") to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limited, which trades as Really Useful Txxxxxex. Xhe consideration due to us for our interest in Way Ahead will be (pound)10 million, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17, 2002 we announced the launch of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband access. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position with respect to the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures. On June 27, 2002, Liberty Media announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all of the Company's publicly-traded notes and debentures would be converted into equity of the Company. Liberty has disclosed in general terms its intention to make such x xxxxxsal to the Company's board of directors. However, as of the date of the offer, Liberty has not determined any specific terms for a proposed restructuring". Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' Committee"). The Bondholders' Committee expressed the desire to work constructively with Telewest to explore the possibility of bondholders participating ix xxxx xorm of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is in the Company's best interests to enter into discussions with Liberty Media and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option period.

Recent Developments. On April 2May 20, 20021996, we agreed two days before the KCPL annual meeting at which KCPL Shareholders were to dispose have the opportunity to vote on the approval and adoption of our 37.95% interest in TV Travel Group Limited the Original UtiliCorp/KCPL Merger Agreement and the Original UtiliCorp/KCPL Transaction, KCPL and UtiliCorp announced that they had entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated UtiliCorp/KCPL Merger Agreement") which superseded the Original UtiliCorp/KCPL Merger Agreement. Pursuant to the terms of the Amended and Restated UtiliCorp/KCPL Merger Agreement, a newly created KCPL subsidiary would be merged with and into UtiliCorp and UtiliCorp would then be merged with and into KCPL (the "Proposed UtiliCorp/KCPL Transaction"). According to the UtiliCorp/KCPL Joint Proxy Statement, KCPL would, at the effective time of the Proposed UtiliCorp/KCPL Transaction, change its name to Maxim Energies, Inc. ("TVTMaxim") ). As used herein, "Maxim" shall mean KCPL following consummation of the Proposed UtiliCorp/KCPL Transaction. Pursuant to USA Networks Inc. as part the Amended and Restated UtiliCorp/KCPL Merger Agreement, UtiliCorp shareholders would receive one Share in exchange for each share of USA Network's Inc.'s agreement UtiliCorp Common Stock held while KCPL Shareholders would continue to purchase TVThold their Shares. This disposal was completed Accordingly, on May 220, 20021996, KCPL withdrew the Original UtiliCorp/KCPL Merger Agreement and the Original UtiliCorp/KCPL Transaction from consideration at the May 22, 1996 KCPL annual meeting and announced that KCPL Shareholders would vote on the issuance of Shares necessary to effect the Proposed UtiliCorp/KCPL Transaction at a special meeting of KCPL Shareholders to be held at the Hyatt Regency Crown Center Hotel, 0000 XxXxx Xxxxxx, Kansas City, Missouri, on Wednesday, August 7, 1996, at 10:00 a.m., local time, and at any adjournments, postponements, continuations or reschedulings thereof (the "KCPL Special Meeting"). In such announcement, KCPL stated that, pursuant to the Amended and Restated UtiliCorp/KCPL Merger Agreement, the affirmative vote of a majority of the Shares present at a meeting at which a majority of the outstanding Shares are represented is necessary to approve the issuance of Shares required to effect the Proposed KCPL/UtiliCorp Transaction. The consideration for our interest in TVT (comprised ability of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all KCPL to be paid in casheffect the Proposed UtiliCorp/KCPL Transaction with such vote is the subject of pending litigation. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part See "Background of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. the Offer--Litigation." In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 220, 20021996, we filed with KCPL instituted a legal proceeding in the SEC our unaudited financial statements United States District Court for the first quarter Western District of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2Missouri against Xxxxxx X. Xxxxx, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship withKCPL Shareholder, and investment in, Telewest without board representation. Microsoft expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to considerWestern Resources seeking, among other things, purchasing or selling Telewest securities or engaging in possible strategic a declaration as to the validity of the Amended and Restated UtiliCorp/KCPL Merger Agreement and the Proposed UtiliCorp/KCPL Transaction. On June 7, 1996, Western Resources and Xx. Xxxxx filed an answer to KCPL's complaint as well as a counterclaim seeking, among other things, a declaration that Missouri law requires the approval of the Amended and Restated UtiliCorp/KCPL Merger Agreement by two-thirds of the holders of all outstanding Shares and a declaration that the KCPL board of directors breached its fiduciary duties to KCPL Shareholders by proceeding with a plan designed to consummate the transactions involving Telewestcontemplated by the Amended and Restated UtiliCorp/KCPL Merger Agreement based on less than the required two-thirds KCPL Shareholder vote. Microsoft has On June 14, 1996, the court scheduled a preliminary injunction hearing for July 25, 1996. On June 27, 1996, KCPL filed a reply to the counterclaims of Western Resources and Xx. Xxxxx and a counterclaim alleging that Western Resources and Xx. Xxxxx have violated Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Western Resources and Xx. Xxxxx will continue to pursue their claims against KCPL and to vigorously defend against each of KCPL's allegations, which Western Resources and Xx. Xxxxx believe to be without merit. As of the date of this Prospectus, no current plan regarding findings have been made by a court concerning any such transactions, but reserves of the right to change its plans at any timeabove- mentioned allegations. See "Background of the Offer--Litigation." On June 1412, 2002 we announced that we had agreed 1996, the Western Resources Board met and, following discussions with management, Salomon Brothers Inc (financial advisor) and Xxxxxxxx & Xxxxxxxx and LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P. (legal advisors), approved management's proposal to dispose increase the offer to KCPL Shareholders to $31.00 of our 75.6% interest Western Resources Common Stock per Share, subject to the collar. Management advised the Western Resources Board that, in its opinion, the ordinary share capital of The Way Ahead Group Limited ("Way Ahead") KCC staff's recommendation with respect to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limited, which trades as Really Useful Txxxxxex. Xhe consideration due to us for our interest in Way Ahead will be (pound)10 million, Western Resources' rates is not reasonably likely to be paid in cashadopted as proposed. We intend Following such discussion, the Western Resources Board authorized management to use proceed with the proceeds from the disposal for capital expenditure in relation to our businessimproved Offer. On June 17, 2002 we announced 1996, in a letter to Xx. Xxxxxxxx, Western Resources proposed an offer that it believes is financially superior to the launch Proposed UtiliCorp/KCPL Transaction and which would provide KCPL Shareholders with $31.00 of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service Western Resources Common Stock per Share in a negotiated merger between KCPL and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband accessWestern Resources. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating 1996, Xx. Xxxxxxxx had delivered to Xx. Xxxxx a letter stating that we were unable the KCPL board of directors had rejected Western Resources' June 17th offer. After the delivery of the letter, Xx. Xxxxxxxx telephoned Xx. Xxxxx to take a position with respect to inform him of the tender offer because we were unable to determine whether decision of the tender offer was beneficial or detrimental to the holders KCPL board of such notes and debenturesdirectors. On June 2725, 20021996, Liberty Media announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all of the Company's publicly-traded notes and debentures would be converted into equity of the Company. Liberty has disclosed in general terms Western Resources reaffirmed its intention to make such x xxxxxsal the Offer directly to KCPL Shareholders. Pursuant to the CompanyOffer, each Share is entitled to receive $31.00 of Western Resources Common Stock, subject to certain limitations as set forth herein. COMPARISON OF THE PROPOSALS Offer Premium and Dividend Impact. Western Resources believes that the Offer is clearly financially superior to the Proposed UtiliCorp/KCPL Transaction. The indicated annual dividend rate for KCPL and the closing price per Share on April 12, 1996 (the last trading day prior to the public announcement of the April 14 Offer) were $1.56 and $23.875, respectively. For the twenty trading days immediately preceding April 12, 1996, the average closing price per Share was $24.956. The Offer would provide a substantial premium to KCPL Shareholders in relation to those levels, as shown by the following table: OFFER KCPL SHARE PERCENT PRICE PRICE DIFFERENTIAL* ------------------ --------------- -------------- April 12, 1996 (the last trading day before the pub- lic announcement of the April 14 Offer)............ $31.000 $23.875 29.8% July 2, 1996 (the last trading day before the date of this Prospectus)........ $31.000 $27.750 11.7% - -------- * Based on the closing price of Western Resources Common Stock and the Shares on the indicated dates. In addition, as shown by the following table, if it were consummated today, the Offer would provide immediate dividend accretion to KCPL Shareholders, compared to KCPL's board current dividend rate. WESTERN RESOURCES/ KCPL MERGER IMPLIED ANNUAL CURRENT KCPL DIVIDEND RATE ANNUAL DIVIDEND PERCENT PER KCPL SHARE** RATE DIFFERENTIAL** ------------------ --------------- -------------- April 12, 1996 (the last trading day before the public announcement of directorsthe April 14 Offer)............ $2.19 $ 1.56 40.4% July 2, 1996 (the last trading day before the date of this Prospectus)........ $2.09 $ 1.56 34.0% - -------- ** Based on the current indicated annual dividend rate of $2.06 per share of Western Resources Common Stock and the closing price of Western Resources Common Stock and the Shares on the indicated dates. The implied annual dividend rate is an equivalent per Share amount calculated by multiplying Western Resources' current indicated annual dividend rate of $2.06 per share of Western Resources Common Stock by the applicable Exchange Ratio. The implied annual dividend rate per Share will therefore vary depending on the price of Western Resources Common Stock at the time the Exchange Ratio is finally determined. Based on Western Resources' current indicated annual dividend rate of $2.06 per share and the provisions of the collar, the indicated annual dividend rate per Share would range from a minimum of $1.92 to a maximum of $2.27, or about 23% to 46% more than KCPL's current annual dividend rate. See "--The Exchange Ratio--Current Dividends" and "Background of the Offer--Comparison of the Proposals--The Exchange Ratio--Current Dividends." The premium and dividend accretion to KCPL Shareholders will change as the market price of Western Resources Common Stock changes. Based on the projections of each of Western Resources and KCPL, the Offer also provides greater projected 1998 post-Merger equivalent dividends to KCPL Shareholders than does the Proposed UtiliCorp/KCPL Transaction, as shown by the following table: WESTERN RESOURCES/ KCPL MERGER IMPLIED PROJECTED KCPL DIVIDEND RATE PER KCPL SHARE* ANNUAL DIVIDEND RATE PERCENT DIFFERENTIAL* ------------------ --------------- ------------- $2.28 $1.85 23.2% $2.17 $1.85 17.3% 1998 ANNUAL PROJECTED 1998 April 12, 1996 (the last trading day before the public announcement of the April 14 Offer)....................... July 2, 1996 (the last trading day before the date of this Prospectus).................. - -------- * Based on the projected 1998 post-Merger annual dividend rate of $2.14 per share of Western Resources Common Stock, the stated intention of KCPL and UtiliCorp to recommend an annual dividend rate of $1.85 per Share following consummation of the Proposed UtiliCorp/KCPL Transaction and the closing price of Western Resources Common Stock and the Shares on the indicated dates. The implied projected 1998 post-Merger annual dividend rate per Share will vary depending on the price of Western Resources Common Stock at the time the Exchange Ratio is finally determined. Western Resources has paid dividends every year since its formation in 1924 and dividends have been increased every year since 1958 (except for 1975, in which the dividend remained unchanged). Western Resources does not anticipate any significant change with respect to its historical dividend practice as a result of the Merger. However, as the declaration of future dividends will depend upon future earnings, the financial condition of Western Resources and other factors. Western Resources' projection of its 1998 post-Merger annual dividend rate and subsequent dividends is based upon Western Resources' financial projections, the achievement of which is subject to various factors beyond Western Resources' control, including Western Resources' ability to achieve over $1 billion in cost savings from the Merger, and, therefore, there is no assurance that Western Resources will be able to pay dividends in the projected amounts. See "Western Resources Unaudited Forecasted Statement of Income" and "Notes to Unaudited Forecasted Statement of Income" for further details regarding the basis for and risks of Western Resources' projected financial results following the Merger. Based on Western Resources' projected 1998 post-Merger annual dividend rate of $2.14 per share of Western Resources Common Stock and the provisions of the date collar, the indicated projected 1998 post-Merger annual dividend rate per Share would range from a minimum of $2.00 to a maximum of $2.35, or about 8% to 27% more than the UtiliCorp/KCPL "intention to recommend" an annual dividend rate of $1.85 per Share. See "--Exchange Ratio--Projected 1998 Dividends" and "Background of the offer, Liberty has not determined any specific terms for a proposed restructuring". Liberty Media also stated in its offer document that Offer--Comparison of the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' Committee")Proposals--The Exchange Ratio-- Projected 1998 Dividends." The Exchange Ratio Current Dividends. The Bondholders' Committee expressed the desire to work constructively with Telewest to explore the possibility chart below sets forth a range of bondholders participating ix xxxx xorm prices of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is in the Company's best interests to enter into discussions with Liberty Media Western Resources Common Stock and the Bondholders' Committee corresponding Exchange Ratio, dollar value of Western Resources Common Stock to establish whether a proposal that would command be received per Share, indicated current annual dividend rate and premiums to KCPL Shareholders over the support April 12, 1996 Share price and the current KCPL annual dividend rate of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option period$1.56 per Share.

Recent Developments. FinServ’s Restatement of Financial Statements On April 212, 20022021, we agreed the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to dispose certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of our 37.95% interest October 31, 2019, between FinServ and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, FinServ reevaluated the accounting treatment of it warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in TV Travel Group Limited fair value each period reported in earnings. The change in fair value of the warrants is a non-cash charge and will be reflected in FinServ’s statement of operations. On April 26, 2021, as discussed with WithumSmith+Xxxxx, PC, XxxXxxx’s independent registered public accounting firm ("TVT"the “Independent Accountants”), FinServ’s management and the Audit Committee of FinServ’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, it is appropriate to USA Networks Inc. restate FinServ’s financial statements to reclassify the warrants as part of USA Network's Inc.'s agreement to purchase TVTliabilities for the periods ended November 5, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. Considering such restatement, such financial statements should no longer be relied upon. This disposal was completed on May 2, 2002. The consideration for our interest in TVT (comprised of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all proxy statement/prospectus has been updated to be paid in cash. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 2, 2002, we filed with include the SEC our unaudited restated financial statements for the first quarter period from August 9, 2019 (inception) through December 31, 2019 and for the year ended December 31, 2020. Going forward, unless FinServ amends the terms of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2its warrant agreement, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship with, and investment in, Telewest without board representation. Microsoft FinServ expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to consider, among other things, purchasing or selling Telewest securities or engaging in possible strategic transactions involving Telewest. Microsoft has no current plan regarding any such transactions, but reserves the right to change classify its plans at any time." On June 14, 2002 we announced that we had agreed to dispose of our 75.6% interest in the ordinary share capital of The Way Ahead Group Limited ("Way Ahead") to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limitedwarrants as liabilities, which trades as Really Useful Txxxxxex. Xhe consideration due would require FinServ to us for our interest in Way Ahead will be (pound)10 millionincur the cost of measuring the fair value of the warrant liabilities, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17, 2002 we announced the launch of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows and which may have an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 adverse effect on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband access. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent results of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position with respect to the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures. On June 27, 2002, Liberty Media announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all of the Company's publicly-traded notes and debentures would be converted into equity of the Company. Liberty has disclosed in general terms its intention to make such x xxxxxsal to the Company's board of directors. However, as of the date of the offer, Liberty has not determined any specific terms for a proposed restructuring". Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' Committee"). The Bondholders' Committee expressed the desire to work constructively with Telewest to explore the possibility of bondholders participating ix xxxx xorm of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is in the Company's best interests to enter into discussions with Liberty Media and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option periodoperations.

Recent Developments. FinServ’s Restatement of Financial Statements On April 212, 20022021, we agreed the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to dispose certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of our 37.95% interest October 31, 2019, between FinServ and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, FinServ reevaluated the accounting treatment of it warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in TV Travel Group Limited fair value each period reported in earnings. The change in fair value of the warrants is a non-cash charge and will be reflected in FinServ’s statement of operations. On April 26, 2021, as discussed with WithumSmith+Xxxxx, PC, XxxXxxx’s independent registered public accounting firm ("TVT"the “Independent Accountants”), FinServ’s management and the Audit Committee of FinServ’s Board of Directors (the “Audit Committee”) concluded that, in light of the SEC Statement, it is appropriate to USA Networks Inc. restate FinServ’s financial statements to reclassify the warrants as part of USA Network's Inc.'s agreement to purchase TVTliabilities for the periods ended November 5, 2019, December 31, 2019, March 31, 2020, June 30, 2020, September 30, 2020 and December 31, 2020. Considering such restatement, such financial statements should no longer be relied upon. This disposal was completed on May 2, 2002. The consideration for our interest in TVT (comprised of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all proxy statement/prospectus has been updated to be paid in cash. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 2, 2002, we filed with include the SEC our unaudited restated financial statements for the first quarter period from August 9, 2019 (inception) through December 31, 2019 and for the year ended December31, 2020. Going forward, unless FinServ amends the terms of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2its warrant agreement, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship with, and investment in, Telewest without board representation. Microsoft FinServ expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to consider, among other things, purchasing or selling Telewest securities or engaging in possible strategic transactions involving Telewest. Microsoft has no current plan regarding any such transactions, but reserves the right to change classify its plans at any time." On June 14, 2002 we announced that we had agreed to dispose of our 75.6% interest in the ordinary share capital of The Way Ahead Group Limited ("Way Ahead") to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limitedwarrants as liabilities, which trades as Really Useful Txxxxxex. Xhe consideration due would require FinServ to us for our interest in Way Ahead will be (pound)10 millionincur the cost of measuring the fair value of the warrant liabilities, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17, 2002 we announced the launch of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows and which may have an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 adverse effect on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband access. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent results of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position with respect to the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures. On June 27, 2002, Liberty Media announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all of the Company's publicly-traded notes and debentures would be converted into equity of the Company. Liberty has disclosed in general terms its intention to make such x xxxxxsal to the Company's board of directors. However, as of the date of the offer, Liberty has not determined any specific terms for a proposed restructuring". Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' Committee"). The Bondholders' Committee expressed the desire to work constructively with Telewest to explore the possibility of bondholders participating ix xxxx xorm of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is in the Company's best interests to enter into discussions with Liberty Media and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option periodoperations.

Recent Developments. On April 2, 2002, we agreed The Company has proposed a settlement to dispose resolve a consolidated derivative action pending in the Chancery Court of our 37.95% interest in TV Travel Group Limited ("TVT") to USA Networks Inc. as part the State of USA Network's Inc.'s agreement to purchase TVT. This disposal was completed on May 2, 2002Delaware. The consideration for our interest in TVT (comprised derivative action was brought against several former officers and directors of ordinary shares, preference shares Waste Management Holdings and loan notes) was (pound)27.1 million after transaction costs, all to be paid in cash. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 2, 2002, we filed with the SEC our unaudited financial statements for the first quarter of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship with, and investment in, Telewest without board representation. Microsoft expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to considerseeks, among other things, purchasing reimbursement of those monies expended by Waste Management Holdings and the Company in resolving all claims brought against WM Holdings arising out of its February 1998 restatement of earnings. The terms of the settlement include a payment to the Company of $15 million by certain of WM Holdings' insurance carriers and the complete resolution of all pending claims for retirement benefits between certain former officers of WM Holdings and the Company. The resolution of the actions for retirement benefits involves the release by the former executives who brought claims against the company for certain amounts otherwise owing under the retirement plans. The total benefits to the Company from the settlement of the derivative case is approximately $23 million. ENVIRONMENTAL MATTERS The Company has material financial commitments for the costs associated with its future obligations for final closure, which is the closure of the landfills and the capping of the final uncapped areas of the landfills, and for post-closure of the landfills it operates or selling Telewest securities for which it is otherwise responsible. The final closure and post-closure liabilities are charged to expense as airspace is consumed such that the present value of total estimated final closure and post-closure cost will be accrued for each landfill at the time each site discontinues accepting waste and is closed. The Company has also established procedures to evaluate its potential remedial liabilities at closed sites which it owns or engaging operated, or to which it transported waste, including 79 sites listed on the EPA's National Priority List ("NPL"). The majority of situations involving NPL sites relate to allegations that subsidiaries of the Company (or their predecessors) transported waste to the facilities in possible strategic transactions involving Telewestquestion, often prior to the acquisition of such subsidiaries by the Company. Microsoft In instances in which the Company has no current plan regarding any such transactionsconcluded that it is probable that a liability has been incurred, but reserves the right to change its plans at any time." On June 14, 2002 we announced that we had agreed to dispose of our 75.6% interest an accrual has been recorded in the ordinary share capital of The Way Ahead Group Limited ("Way Ahead") to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limited, which trades as Really Useful Txxxxxexfinancial statements. Xhe consideration due to us for our interest in Way Ahead will be (pound)10 million, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17, 2002 we announced the launch of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband access. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position with respect to the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures. On June 27, 2002, Liberty Media announced that during the first ten business days Estimates of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all extent of the Company's publicly-traded notes degree of responsibility for remediation of a particular site and debentures the method and ultimate cost of remediation require a number of assumptions and are inherently difficult, and the ultimate outcome may differ from current estimates. However, the Company believes that its extensive experience in the environmental services business, as well as its involvement with a large number of sites, provides a reasonable basis for estimating its aggregate liability. As additional information becomes available, estimates are adjusted as necessary. While the Company does not anticipate that any such adjustment would be converted into equity material to its financial statements, it is reasonably possible that technological, regulatory or enforcement developments, the results of environmental studies, the Company. Liberty has disclosed in general terms its intention nonexistence or inability of other potentially responsible third parties to make contribute to the settlements of such x xxxxxsal to liabilities, or other factors could necessitate the recording of additional liabilities which could have a material adverse impact on the Company's board financial statements. While the precise amount of directorsthese future costs cannot be determined with certainty, the Company has estimated that the aggregate cost of environmental liabilities as of December 31, 2000 is approximately $2.8 billion. HoweverAs of December 31, 2000 and 1999, the Company had recorded liabilities of $613 million and $600 million, respectively, for the present value of final closure and post-closure costs of disposal facilities. The difference between the final closure and post-closure costs accrued at December 31, 2000, and the total present value of estimated costs represents final closure and post-closure costs that will be accrued and charged to expense as airspace is consumed such that the total present value of estimated final closure and post-closure costs to be incurred will be fully accrued for each landfill at the time each site discontinues accepting waste and is closed. The average landfill final closure and post-closure expense, on a per ton basis, for the 305 landfills operating at December 31, 2000 was $0.30 per ton. As of December 31, 2000 and 1999, the Company had recorded liabilities of $349 million and $377 million, respectively, for the present value of remediation costs of disposal facilities. For fiscal 2001, we expect to spend approximately $153 million for our final closure, post-closure and remediation expenditures. As of December 31, 2000, the Company also expects to incur approximately $6.9 billion related to future construction activities during the remaining operating lives of the disposal sites, which are capitalized as incurred and expensed over the useful lives of the disposal sites as airspace is consumed. The average landfill airspace amortization cost per ton for the 305 landfills operating at December 31, 2000 was $3.84 per ton. SEASONALITY AND INFLATION The Company's operating revenues tend to be somewhat lower in the winter months, which corresponds with the Company's first and fourth quarters. This is primarily attributable to the facts that (i) the volume of waste relating to construction and demolition activities tends to increase in the spring and summer months and (ii) the volume of industrial and residential waste in certain regions where the Company operates tends to decrease during the winter months. The Company believes that inflation has not had, and is not expected to have, any material adverse effect on the results of operations in the near future. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities -- an Amendment of FASB Statement No. 133," and SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133 -- an Amendment of FASB Statement No. 133," which deferred the effective date of SFAS 133 to fiscal years beginning after June 15, 2000, is effective for the Company as of January 1, 2001. SFAS No. 133, as amended, establishes accounting and reporting standards requiring that all derivative instruments, including certain derivative instruments embedded in other contracts, be recorded as either assets or liabilities measured at fair value. SFAS 133, as amended, requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. The accounting for changes in the fair value of a derivative depends on the intended use of the date derivative and the resulting designation. The Company adopted SFAS 133 on January 1, 2001. As of January 1, 2001, the offercumulative effect of such change in accounting for derivative instruments to fair value is expected to result in a gain, Liberty has not determined any specific terms for a proposed restructuringnet of taxes of approximately $2 million in the first quarter of 2001. In December 1999, the SEC released Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No. Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' Committee101"). The Bondholders' Committee expressed SAB No. 101 provides registrants guidance on the desire recognition, presentation and disclosure of revenue in financial statements and was required to work constructively with Telewest to explore be adopted by the possibility of bondholders participating ix xxxx xorm of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is Company in the Company's best interests fourth quarter of 2000. Since our policies were already compliant with SAB No. 101, no material changes to enter into discussions with Liberty Media and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option periodrevenue recognition occurred.

Recent Developments. On April 2September 30, 2002, we agreed to dispose of our 37.95% interest in TV Travel Group Limited ("TVT") to USA Networks Inc. as part of USA Network's Inc.'s agreement to purchase TVT. This disposal was completed on May 2, 2002. The consideration for our interest in TVT (comprised of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all to be paid in cash. On May 2, 2002, 2002 we announced that we were reducing had reached a non-binding preliminary agreement relating to a restructuring of our balance sheet with an ad hoc committee of our bondholders (the "Bondholders Committee"). The agreement provides for the cancellation of all outstanding notes and debentures issued by the Company and Telewest Finance (Jersey) Limited (the "Notes") and certain unsecured foreign exchange hedge contracts in exchange for new ordinary shares representing 97% of the issued share capital of the Company immediately after the restructuring. Existing shareholders will retain a 3% interest in the Company post-restructuring. Discussions with our senior lenders are continuing and we are close to reaching an agreement with a steering committee of senior lenders and the Bondholder Committee with respect to amended and restated bank facilities (the "Facilities"). The agreement includes total staffing levels from approximately 10,500 to approximately 9,000committed amount of the Facilities; maturity; margins; and financial covenants. This It is part of a group reorganization, expected that the Facilities will provide the Company with liquidity which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, the Company believes will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Divisionsufficient to meet its funding needs going forward. Also on May 2, 2002, we filed with the SEC our unaudited financial statements for the first quarter of 2002. For the complete text The provision of the financial statements and related press release see Facilities is conditional on various matters including the Form 6-K filed by us completion of the restructuring on May 2, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives terms satisfactory to the board under corporate shareholder agreements Company's senior lenders. Negotiations are continuing with usother major stakeholders with a view to them agreeing to vote in favour of the restructuring and the Company expects to be able to make a further announcement on the progress of these negotiations by the end of November. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe (CONTINUED) We also announced on September 30, 2002 that we will be were deferring payment of interest under certain of our Notes and the settlement of certain foreign exchange hedge contracts. In view of the continuing progress in a better position to manage our relationship withthe restructuring process, and investment inon October 31, Telewest without board representation. Microsoft expects 2002, the Company announced that it had determined to continue to evaluate Telewest defer the payment of interest under certain of its Notes (including a payment that was due on an ongoing basis andNovember 1, in that regard2002) and the settlement of foreign exchange hedge contracts. Failure to pay interest on these Notes beyond a 30-day grace period, will continue to consider, among other things, purchasing or selling Telewest securities or engaging in possible strategic transactions involving Telewest. Microsoft has no current plan regarding any such transactions, but reserves gives the holders of 25% of each series of affected Notes the right to change demand repayment of the principal amount of, and accrued interest on, those Notes. As anticipated, in addition to creating a default under the affected bonds the decision to defer such payments has resulted in defaults under the Group's bank facilities and a number of other financing arrangements. Such defaults will result in the re-classification of debts in default to amounts payable within one year. Based on one such default, a creditor has filed a petition for the winding up of the Company as a result of non-payment of amounts due ((pound)10.5 million). The Company intends to deal with this claim as part of the overall restructuring of its plans at any time." unsecured debt obligations and does not believe that the legal action will delay or significantly impede the restructuring process. The Company expects to meet its obligations to its suppliers and trade creditors and that this legal action will have no impact on customer service. On June 14July 31, 2002 we announced that we Xxxx Xxxxxx, Chief Executive would be leaving the Company and had agreed to dispose resigned as a director of our 75.6% interest in the ordinary share capital of The Way Ahead Board. Xxxxxxx Xxxxxxx, the Group Limited ("Way Ahead") to Way Ahead Finance LimitedDirector, a wholly owned subsidiary of Stoll Moss Group Holdings Limitedbecame Managing Director with immediate effect. In addition, which trades as Really Useful Txxxxxex. Xhe consideration due to us for our interest in Way Ahead will be (pound)10 million, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17on August 23, 2002 we announced that Xxxx Xxxx had been appointed to the launch role of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband accessGroup Finance Director. On June 12September 30, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position with respect to the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures. On June 27, 2002, Liberty Media announced that during the first ten business days of the offer it had received acceptances (subject to the offer otherwise going unconditional) in respect of approximately 16 per cent of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose to the Company's board of dirxxxxxx a restructuring plan pursuant to which all or substantially all ratio of the Company's publiclyordinary shares to American Depositary Shares quoted on the NASDAQ National Market was changed from 10-traded notes and debentures would be converted into equity of the Companyto-1 to 200-to-1 ordinary shares per American Depositary Share. Liberty has disclosed On September 4, 2002 we received approval from our shareholders to sell our 16.9% interest in general terms its intention to make such x xxxxxsal to the Company's board of directors. However, as of the date of the offer, Liberty has not determined any specific terms for a proposed restructuringSMG plc (". Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion of our outstanding bonds (the "Bondholders' CommitteeSMG"). The Bondholders' Committee expressed On October 29, 2002 we repaid the desire to work constructively with Telewest to explore outstanding balance of approximately (pound)26 million on the possibility loan secured by a charge over our shares in SMG. On November 6, 2002, we sold our holding in SMG and realized approximately (pound)20 million in proceeds net of bondholders participating ix xxxx xorm of reconstruction of the Company's balance sheet. We have not yet discussed any specific proposals with the Bondholders' Committee or Liberty Media. The directors have concluded that it is in the Company's best interests to enter into discussions with Liberty Media expenses and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order to arrive at a solution that is fair and equitable to all of our stakeholders. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS to purchase all, but not less than all, of those shares. If Liberty Media do not exercise their right, Microsoft may sell publicly those shares for up to 90 days following the expiration of the option periodloan repayment.

Recent Developments. On April 2, 2002, we agreed to dispose of our 37.95% interest in TV Travel Group Limited ("TVT") to USA Networks Inc. as part of USA Network's Inc.'s agreement to purchase TVT. This disposal was completed on May 2, 2002. The consideration for our interest in TVT (comprised of ordinary shares, preference shares and loan notes) was (pound)27.1 million after transaction costs, all to be paid in cash. On May 2, 2002, we announced that we were reducing our total staffing levels from approximately 10,500 to approximately 9,000. This is part of a group reorganization, which aims to streamline management and flatten reporting lines and should allow us to focus on our core businesses. In addition, our Consumer and Business Divisions, which are currently managed separately, will be merged into a single operating division, which will be serviced by a newly created Networks and Technology Division. Also on May 2, 2002, we filed with the SEC our unaudited financial statements for the first quarter of 2002. For the complete text of the financial statements and related press release see the Form 6-K filed by us on May 2, 2002. On May 14, 2002, Microsoft Corporation ("Microsoft") informed us that it was withdrawing its three non-executive directors - Henry Vigil, Salman Ullah and Dennis Durkin - from our board of dixxxxxxx. Xxcrxxxxx xxxxx 23.6% xx xxx xxxxxd shares and has the right to nominate up to three representatives to the board under corporate shareholder agreements with us. Microsoft said: "At -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS present we believe that we will be in a better position to manage our relationship with, and investment in, Telewest without board representation. Microsoft expects to continue to evaluate Telewest on an ongoing basis and, in that regard, will continue to consider, among other things, purchasing or selling Telewest securities or engaging in possible strategic transactions involving Telewest. Microsoft has no current plan regarding any such transactions, but reserves the right to change its plans at any time." On June 14September 30, 2002 we announced that we had agreed reached a non-binding preliminary agreement relating to dispose a restructuring with the Bondholder Committee. The agreement provides for the cancellation of our 75.6all of the Notes and certain unsecured foreign exchange hedge contracts in exchange for new ordinary shares representing 97%of the issued share capital of the Company immediately after the restructuring. Existing shareholders will retain a 3% interest in the ordinary share capital Company post-restructuring. Discussions with our senior lenders are continuing and we are close to reaching an agreement with a steering committee of The Way Ahead Group Limited ("Way Ahead") to Way Ahead Finance Limited, a wholly owned subsidiary of Stoll Moss Group Holdings Limited, which trades as Really Useful Txxxxxex. Xhe consideration due to us for our interest in Way Ahead will be (pound)10 million, to be paid in cash. We intend to use the proceeds from the disposal for capital expenditure in relation to our business. On June 17, 2002 we announced the launch of our new 1,024kb (i.e. 1Mb) blueyonder Broadband Internet service to all of our customers across the UK. The launch follows an extensive trial with 1,500 customers. Our 1Mb service operates at speeds faster than British Telecommunications ("BT"s) broadband service senior lenders and the services of ADSL providers using BT's network and is nearly 20 times faster than traditional dial-up internet access. This service is available for (pound)35.00 per month, when taken with other Telewest Broadband services, or (pound)39.99 on its own. This is a (pound)10.00 premium on our standard (i.e. 512 kb) blueyonder Broadband access. On June 12, 2002, Liberty Media Inc ("Liberty Media"), advised the board that they would be making a tender offer for up to 20 per cent of our outstanding non-convertible bonds. We issued a response to the tender offer on June 24, 2002 indicating that we were unable to take a position Bondholder Committee with respect to amended and restated bank facilities (the tender offer because we were unable to determine whether the tender offer was beneficial or detrimental to the holders of such notes and debentures"Facilities"). On June 27, 2002, Liberty Media announced that during the first ten business days The agreement includes total committed amount of the offer it had received acceptances (subject Facilities; maturity; margins; and financial covenants. It is expected that the Facilities will provide the Company with liquidity which the Company believes will be sufficient to the offer otherwise meet its funding needs going unconditional) in respect of approximately 16 per cent forward. The provision of the bonds tendered for. It also announced it had otherwise purchased approximately 5 per cent of those bonds outside Facilities is conditional on various matters including the completion of the tender process. Prior to the tender offer, Liberty had already purchased approximately 5 per cent of the bondx xxxxxct to the tender. The tender offer is due to expire restructuring on July 11, 2002. In the tender offer document sent to holders of the subject notes, Liberty Media stated that it was doing so in order to "permit us as a creditor to participate in and influence discussion and decisions regarding any future restructuring or recapitalization of the Company". The offer document went on to say: "If the offer is successful, Liberty presently intends to propose terms satisfactory to the Company's board of dirxxxxxx senior lenders. Negotiations are continuing with other major stakeholders with a restructuring plan pursuant view to which all or substantially all them agreeing to vote in favour of the Company's publicly-traded notes restructuring and debentures would the Company expects to be converted into equity able to make a further announcement on the progress of these negotiations by the end of November. We also announced on September 30, 2002 that we were deferring payment of interest under certain of our Notes and the settlement of certain foreign exchange hedge contracts. In view of the Companycontinuing progress in the restructuring process, on October 31, 2002 the Company announced that it had determined to continue to defer the payment of interest under certain of its Notes (including a payment that was due on November 1, 2002) and the settlement of foreign exchange hedge contracts. Liberty has disclosed in general terms its intention Failure to make such x xxxxxsal pay interest on these Notes beyond a 30-day grace period, gives the holders of 25% of each series of affected Notes the right to the Company's board of directors. However, as demand repayment of the date principal amount of, and accrued interest on, those Notes. As anticipated, in addition to creating a default under the affected bonds, the decision to defer such payments has resulted in defaults under the Group's bank facilities and a number of other financing arrangements. Such defaults will result in the re-classification of debts in default to amounts payable within one year. Based on one such default, a creditor has filed a petition for the winding up of the offer, Liberty has not determined any specific terms for Company as a proposed restructuring". Liberty Media also stated in its offer document that the "Company is not participating in and has no responsibility for this offer". We have also been approached by a committee representing a significant proportion result of our outstanding bonds non-payment of amounts due (the "Bondholders' Committee"(pound)10.5 million). The Bondholders' Committee expressed the desire Company intends to work constructively deal with Telewest to explore the possibility of bondholders participating ix xxxx xorm of reconstruction this claim as part of the Company's balance sheet. We have overall restructuring of its unsecured deBt obligations and does not yet discussed any specific proposals with believe that the Bondholders' Committee legal action will delay or Liberty Mediasignificantly impede the restructuring process. The directors have concluded that it is in the Company's best interests Company expects to enter into discussions with Liberty Media and the Bondholders' Committee to establish whether a proposal that would command the support of the directors is capable of being agreed. The directors will continue to explore all available options in order meet its obligations to arrive at a solution its suppliers and trade creditors and that is fair and equitable to all of our stakeholdersthis legal action will have no impact on customer service. These discussions will not begin until we have obtained the necessary waivers and consents from our banks. Further, on July 3, 2002 Microsoft notified Liberty Media that Microsoft proposed to sell publicly all of the ordinary shares and all of the limited voting shares it owned in Telewest. Under the terms of the Relationship Agreement between Telewest, Liberty Media and Microsoft, the notification offers Liberty Media the right to purchase those shares and Liberty Media have 30 days -------------------------------------------------------------------------------- TELEWEST COMMUNICATIONS PLC US GAAP UNAUDITED CONDENSED CONSOLIDATED XXXX ANALYSIS OF FINANCIAL STATEMENTS CONDITION AND RESULTS OF OPERATIONS -------------------------------------------------------------------------------- NOTES TO On July 31, 2002 we announced that Xxxx Xxxxxx, Chief Executive would be leaving the Company and had resigned as a director of the Board. Xxxxxxx Xxxxxxx, the Group Finance Director, became Managing Director with immediate effect. In addition, on August 23, 2002 we announced that Xxxx Xxxx had been appointed to the role of Group Finance Director. On September 30, 2002, the ratio of the Company's ordinary shares to American Depositary Shares quoted on the NASDAQ National Market was changed from 10-to-1 to 200-to-1 ordinary shares per American Depositary Share. On September 4, 2002 we received approval from our shareholders to sell our 16.9% interest in SMG. On October 29, 2002 we repaid the outstanding balance of approximately (pound)26 million on the loan secured by a charge over our shares in SMG. On NovembeR 6, 2002, we sold our holding in SMG and realized approximately (pound)20 million in proceeds net of expenses and the loan repayment. * * * * * SAFE HARBOR STATEMENT UNDER THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS US PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The discussion above includes certain statements that are, or may be deemed to purchase allbe, forward-looking statements within the meaning of the US securities laws. These forward-looking statements, by their nature, involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of important factors that could cause our actual results and future development to differ materially from those expressed or implied by those forward-looking statements, including, but not less than alllimited to: our ability to access liquidity under our bank facility, of those shares. If Liberty Media do not exercise their rightwhich will require our compliance with certain covenants that require continued growth in our business; our ability to raise additional financing, Microsoft may sell publicly those shares for up our ability to 90 days following refinance our indebtedness and our ability to continue to service our outstanding indebtedness; our ability to reach final agreement with our senior lenders on the expiration terms of the option periodAmended Facility; our ability to successfully conclude a restructuring of our balance sheet; the extent to which consumer demand for voice, video, data and internet services increases; the extent to which we are able to compete with other providers of broadbandinternet services, including BT; the extent to which SMEs accept cable telephony services as an alternative to those of competing service providers such as BT; the extent to which we are able to adapt to, and compete with, new and emerging technologies including Asynchronous Digital Subscriber Line technology; the extent to which consumer preference develops for cable television over other methods of providing in-home entertainment; the extent to which consumer preference develops for purchasing goods and services on the internet and/or using interactive television over other methods of purchasing such goods and services; the extent to which consumers accept cable telephony as a viable alternative to telephony services provided by BT; the extent to which we are successfully able to compete with mobile network operators; the extent to which regulatory and competitive pressures in the UK telephony market continue to reduce prices; our ability to develop and introduce attractive interactive and high-speed data services in a rapidly changing and highly competitive business environment; our ability to penetrate markets and respond to changes or increases in competition; our ability to compete with other ISPs; our ability to compete against digital television service providers, including British Sky Broadcasting Group plc, by increasing our digital services customer base, and the impact of our aggressive digital services marketing campaign on our results of operations and liquidity; our ability to have an impact on, or respond to, new or changed government regulation; our ability to manage growth and expansion; our ability to improve operating efficiencies, including through cost reductions; our ability to maintain and upgrade our network in a cost-efficient and timely manner; adverse changes in the price or availability of telephony interconnection or cable television programming; disruptions in supply of programming, services and equipment; and the extent to which consumer preference develops for, or shifts away from, content developed and distributed by Flextech (our Content Division).