1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-25691 ------- NTL INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-4051921 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 110 East 59th Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 906-8440 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares outstanding of the issuer's common stock as of March 31, 2000 was 142,105,982. 2 NTL Incorporated and Subsidiaries Index PART I. FINANCIAL INFORMATION Page - ------------------------------ ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets- March 31, 2000 and December 31, 1999 2 Condensed Consolidated Statements of Operations- Three months ended March 31, 2000 and 1999 4 Condensed Consolidated Statement of Shareholders' Equity- Three months ended March 31, 2000 5 Condensed Consolidated Statements of Cash Flows- Three months ended March 31, 2000 and 1999 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 15 Item 3. Quantitative and Qualitative Disclosure about Market Risk 22 PART II. OTHER INFORMATION - -------------------------- Item 4. Submission of Matters to a Vote of Security Holders 23 Item 6. Exhibits and Reports on Form 8-K 23 SIGNATURES 25 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NTL Incorporated and Subsidiaries Condensed Consolidated Balance Sheets (dollars in thousands) MARCH 31, DECEMBER 31, 2000 1999 ------------------------------- (unaudited) (see note) ASSETS Current assets: Cash and cash equivalents $ 2,160,706 $ 2,597,144 Marketable securities 229,859 344,502 Accounts receivable - trade, less allowance for doubtful accounts of $88,016 (2000) and $85,594 (1999) 352,997 294,205 Other 242,573 82,737 ------------------------------- Total current assets 2,986,135 3,318,588 Fixed assets, net 6,680,146 5,597,648 Intangible assets, net 5,502,252 2,927,836 Other assets, net of accumulated amortization of $56,254 (2000) and $49,392 (1999) 422,678 367,494 ------------------------------- Total assets $15,591,211 $12,211,566 =============================== 2 4 NTL Incorporated and Subsidiaries Condensed Consolidated Balance Sheets - continued (dollars in thousands) MARCH 31, DECEMBER 31, 2000 1999 ---------------------------------- (unaudited) (see note) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 268,434 $ 224,692 Accrued expenses and other 483,732 438,198 Accrued construction costs 71,500 79,748 Interest payable 62,103 71,055 Deferred revenue 320,191 160,831 Current portion of long-term debt 6,127 82,601 ---------------------------------- Total current liabilities 1,212,087 1,057,125 Long-term debt 10,513,065 8,798,024 Commitments and contingent liabilities Deferred income taxes 195,525 77,720 Minority interests 14,608 - Redeemable preferred stock - $.01 par value, plus accreted dividends; liquidation preference $2,000,356; less unamortized discount of $2,745 (2000) and $2,823 (1999); issued and outstanding 1,997,000 (2000) and 142,000 (1999) shares 1,997,611 141,805 Shareholders' equity: Series preferred stock - $.01 par value; authorized 10,000,000 shares; liquidation preference $832,782; issued and outstanding 826,000 (2000) and 1,332,000 (1999) 8 13 Common stock - $.01 par value; authorized 800,000,000 shares; issued and outstanding 142,106,000 (2000) and 132,416,000 (1999) shares 1,421 1,324 Additional paid-in capital 4,154,376 4,125,047 Accumulated other comprehensive (loss) (112,357) (2,107) (Deficit) (2,385,133) (1,987,385) ---------------------------------- 1,658,315 2,136,892 ---------------------------------- Total liabilities and shareholders' equity $ 15,591,211 $ 12,211,566 ================================== Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date. See accompanying notes. 3 5 NTL Incorporated and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) (dollars in thousands, except per share data) THREE MONTHS ENDED MARCH 31, ---------------------------- 2000 1999 ---------------------------- REVENUES Residential telecommunications and television $ 253,572 $ 168,827 National and international telecommunications 181,481 105,730 Broadcast transmission and other 55,893 38,824 ---------------------------- 490,946 313,381 COSTS AND EXPENSES Operating expenses 240,868 161,544 Selling, general and administrative expenses 181,334 119,270 Franchise fees - 6,848 Corporate expenses 10,190 5,252 Depreciation and amortization 249,684 141,734 ---------------------------- 682,076 434,648 ---------------------------- Operating (loss) (191,130) (121,267) OTHER INCOME (EXPENSE) Interest and other income 22,431 11,013 Interest expense (205,997) (130,823) Foreign currency transaction (losses) gains (28,270) 10,658 ---------------------------- (Loss) before income tax benefit (402,966) (230,419) Income tax benefit 5,218 - ---------------------------- Net (loss) (397,748) (230,419) Preferred stock dividend (18,868) (13,092) ---------------------------- Net (loss) available to common shareholders $(416,616) $(243,511) ============================ Basic and diluted net (loss) per common share $ (3.02) $ (2.44) ============================ See accompanying notes. 4 6 NTL Incorporated and Subsidiaries Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (dollars in thousands) SERIES PREFERRED STOCK COMMON STOCK $.01 PAR VALUE $.01 PAR VALUE SHARES PAR SHARES PAR ---------------------------------------------------------- Balance, December 31, 1999 1,332,000 $ 13 132,416,000 $ 1,324 Exercise of stock options 1,453,000 15 Exercise of warrants 8,000 Conversion of series preferred stock (528,000) (5) 8,229,000 82 Preferred stock issued for dividends 9,000 Accreted dividends on preferred stock 13,000 Accretion of discount on preferred stock Comprehensive loss: Net loss for the three months ended March 31, 2000 Currency translation adjustment Total ---------------------------------------------------------- Balance, March 31, 2000 826,000 $ 8 142,106,000 $ 1,421 =========================================================== See accompanying notes. 5 7 NTL Incorporated and Subsidiaries Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - continued (dollars in thousands) ACCUMULATED ADDITIONAL OTHER PAID-IN COMPREHENSIVE COMPREHENSIVE CAPITAL LOSS LOSS DEFICIT ---------------------------------------------------------------------- Balance, December 31, 1999 $ 4,125,047 $ (2,107) $(1,987,385) Exercise of stock options 26,842 Exercise of warrants 222 Conversion of series preferred stock (77) Preferred stock issued for dividends 9,437 Accreted dividends on preferred stock (7,017) Accretion of discount on preferred stock (78) Comprehensive loss: Net loss for the three months ended March 31, 2000 $ (397,748) (397,748) Currency translation adjustment (110,250) (110,250) ----------- Total $ (507,998) ---------------------------------------------------------------------- Balance, March 31, 2000 $ 4,154,376 $ (112,357) $(2,385,133) ====================================================================== See accompanying notes. 6 8 NTL Incorporated and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) (dollars in thousands) THREE MONTHS ENDED MARCH 31, --------------------------------- 2000 1999 --------------------------------- Net cash (used in) operating activities $ (71,468) $ (6,594) INVESTING ACTIVITIES Acquisitions, net of cash acquired (3,444,469) 233,852 Payment of deferred purchase price (3,156) - Purchase of fixed assets (359,171) (276,126) Increase in other assets (178,381) (48,905) Purchase of marketable securities (47,232) (204,914) Proceeds from sales of marketable securities 165,862 101,352 --------------------------------- Net cash (used in) investing activities (3,866,547) (194,741) FINANCING ACTIVITIES Proceeds from borrowings 1,623,510 - Proceeds from issuance of preferred stock and warrants - 500,000 Proceeds from issuance of redeemable preferred stock 1,850,000 - Principal payments (75,348) - Cash released from escrow 83,342 - Increase in deferred financing costs (1,085) (1,983) Proceeds from exercise of stock options and warrants 27,079 12,161 --------------------------------- Net cash provided by financing activities 3,507,498 510,178 Effect of exchange rate changes on cash (5,921) (13,234) --------------------------------- (Decrease) increase in cash and cash equivalents (436,438) 295,609 Cash and cash equivalents at beginning of period 2,597,144 736,265 --------------------------------- Cash and cash equivalents at end of period $ 2,160,706 $ 1,031,874 ================================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for interest exclusive of amounts capitalized $ 90,040 $ 49,788 Income taxes paid - 376 SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES Accretion of dividends and discount on preferred stock $ 7,095 $ 8,722 Conversion of Convertible Notes - 50 Common stock and stock options issued for an acquisition - 978,036 See accompanying notes. 7 9 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in NTL Incorporated's Annual Report on Form 10-K for the year ended December 31, 1999. In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities," which is required to be adopted by the Company effective January 1, 2001. The Company is evaluating the impact that the adoption of SFAS No. 133 will have on its results of operations and financial position. In February 2000, the Company paid a 5-for-4 stock split by way of a stock dividend with respect to its common stock. The condensed consolidated financial statements and the notes thereto give retroactive effect to the stock split. NOTE B - PENDING ACQUISITION In July 1999, the Company agreed to acquire the consumer cable telephone, Internet and television operations of Cable & Wireless Communications, plc ("CWC"). The Company will issue 85 million new shares of common stock and pay pound sterling 2.85 billion ($4.5 billion) in cash. The Company will also assume approximately pound sterling 1.9 billion ($3.0 billion) of CWC's net debt, plus further debt up to an agreed amount of CWC cash outflow through closing. The transaction is subject to various approvals and other conditions. The Company has entered into a note purchase agreement for up to approximately pound sterling 2.4 billion ($3.8 billion) to fund a portion of the cost of this acquisition, as well as an additional investment by France Telecom, as described below. In connection with the CWC acquisition, France Telecom agreed to invest pound sterling 2.8 billion ($4.4 billion) in the Company. France Telecom will invest pound sterling 1.6 billion ($2.5 billion) for approximately 42.2 million shares of the Company's common stock and pound sterling 1.2 billion ($1.9 billion) in convertible preferred stock with a 5% dividend and a conversion price of $80 per share. The closing of this additional investment is subject to the completion of the CWC acquisition, unless France Telecom elects to accelerate the closing of this investment, which it can do in a limited number of circumstances. 8 10 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE C - FIXED ASSETS Fixed assets consist of: MARCH 31, DECEMBER 31, 2000 1999 --------------------------------- (unaudited) (in thousands) Operating equipment $ 6,089,018 $ 5,111,258 Other equipment 781,307 715,215 Construction-in-progress 858,432 669,402 --------------------------------- 7,728,757 6,495,875 Accumulated depreciation (1,048,611) (898,227) --------------------------------- $ 6,680,146 $ 5,597,648 ================================= NOTE D - INTANGIBLE ASSETS Intangible assets consist of: MARCH 31, DECEMBER 31, 2000 1999 ----------------------------- (unaudited) (in thousands) Goodwill, net of accumulated amortization of $255,181 (2000) and $197,012 (1999) $5,150,558 $2,543,502 License acquisition costs, net of accumulated amortization of $161,709 (2000) and $141,682 (1999) 203,946 224,998 Customer lists, net of accumulated amortization of $39,821 (2000) and $30,870 (1999) 147,748 159,336 ----------------------------- $5,502,252 $2,927,836 ============================= On March 28, 2000, the Company acquired the cable assets of the Cablecom Group ("Cablecom") for cash of CHF 5.8 billion ($3.5 billion), a substantial portion of which was funded by a new bank facility of CHF 2.7 billion ($1.6 billion) and the Company's issuance of $1.85 billion of preferred stock to France Telecom and a group of commercial banks. This acquisition was accounted for as a purchase, and accordingly, the net assets and results of operations of Cablecom have been included in the consolidated financial statements from the date of acquisition. The aggregate purchase price of $3.5 billion exceeded the estimated fair value of net tangible assets acquired by $2.7 billion, which is included in goodwill. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on the estimated fair values at acquisition. Changes to the allocation of the purchase price are expected as valuations or appraisals of assets and liabilities are completed. 9 11 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE D - INTANGIBLE ASSETS (CONTINUED) In 1999, the Company completed the acquisitions of Diamond Cable Communications plc, the Australian National Transmission Network, Cablelink Limited, certain broadband cable franchises of British Telecommunications plc, the "1G Networks" of France Telecom and Workplace Technologies plc. The pro forma unaudited consolidated results of operations for the three months ended March 31, 2000 and 1999 assuming consummation of these transactions as of January 1, 1999 is as follows: THREE MONTHS ENDED MARCH 31, --------------------------------- 2000 1999 --------------------------------- (in thousands, except per share data) Total revenue $ 598,105 $ 505,224 Net (loss) (478,825) (437,704) Basic and diluted net (loss) per common share (3.78) (4.14) NOTE E - REDEEMABLE PREFERRED STOCK In March 2000, the Company received $1.85 billion in cash from France Telecom and a group of commercial banks in exchange for 1,850,000 shares of new 5% Cumulative Preferred Stock, Series A (the "New Preferred Stock"). The holders of the New Preferred Stock other than any commercial banks or their affiliates (a "Qualified Holder") may at any time after September 2000 elect, subject to certain conditions, for the New Preferred Stock to be exchanged for up to a 50% interest in a new company which will own certain or all of the Company's broadband communications, broadcast and cable television interests in Continental Europe outside of France. Under certain circumstances, at the Company's option, any portion of the Company's obligation that may not be satisfied by the exchange may be satisfied in a security convertible into the Company's common stock or cash. Dividends on the New Preferred Stock are cumulative on a quarterly basis and are payable in additional shares of New Preferred Stock in March 2002. The New Preferred Stock has a liquidation right of $1,000 per share plus accrued and unpaid dividends. The New Preferred Stock is redeemable for cash in March 2002 at the option of a Qualified Holder. Accrued unpaid dividends on Redeemable Preferred Stock at March 31, 2000 was $3,416,000. The changes in the number of shares of Redeemable Preferred Stock were as follows: 5% 13% Series A ------------------------- Balance, December 31, 1999 142,000 - Issued for cash - 1,850,000 Issued for dividends 5,000 - ------------------------- Balance, March 31, 2000 147,000 1,850,000 ========================= 10 12 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE F - LONG-TERM DEBT Long-term debt consists of: MARCH 31, DECEMBER 31, 2000 1999 ------------------------------- (in thousands) NTL Incorporated: 5-3/4% Convertible Subordinated Notes $ 1,200,000 $ 1,200,000 Cablecom: Term Loan Facility 1,645,268 - NTL Communications: 12-3/4% Senior Deferred Coupon Notes 276,433 268,108 11-1/2% Senior Deferred Coupon Notes 956,909 930,404 10% Senior Notes 400,000 400,000 9-1/2% Senior Sterling Notes, less unamortized discount of $545 (2000) and $567 (1999) 198,630 201,408 10-3/4% Senior Deferred Coupon Sterling Notes 347,899 343,691 9-3/4% Senior Deferred Coupon Notes 975,613 952,825 9-3/4% Senior Deferred Coupon Sterling Notes 357,835 354,394 11-1/2% Senior Notes 625,000 625,000 12-3/8% Senior Deferred Coupon Notes 295,579 286,967 7% Convertible Subordinated Notes 599,300 599,300 Variable Rate Redeemable Guaranteed Loan Notes - 76,794 9-1/4% Senior Euro Notes 238,975 252,300 9-7/8% Senior Euro Notes 334,565 353,220 11-1/2% Senior Deferred Coupon Euro Notes 119,772 123,080 NTL Triangle: 11.2% Senior Discount Debentures 483,392 467,317 Other 7,118 7,969 Diamond: 13-1/4% Senior Discount Notes 285,101 285,101 11-3/4% Senior Discount Notes 490,262 476,215 10-3/4% Senior Discount Notes 345,918 336,891 10% Senior Sterling Notes 215,109 218,133 9-1/8% Senior Notes 110,000 110,000 Other 10,514 11,508 ------------------------------- 10,519,192 8,880,625 Less current portion 6,127 82,601 ------------------------------- $10,513,065 $ 8,798,024 =============================== 11 13 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE F - LONG-TERM DEBT (CONTINUED) In March 2000, the Company borrowed CHF 2.7 billion ($1.6 billion) under its term loan facility in connection with the acquisition of Cablecom. Interest is payable at least every six months at LIBOR plus a margin rate of 2.5% per annum, which is subject to adjustment after March 2001 based on Cablecom's ratio of senior debt to EBITDA. The effective rate at March 31, 2000 was 5.15%. Principal is due over six years in quarterly installments beginning on March 31, 2004. Cablecom has the option to draw on a revolving loan facility up to an additional CHF 1.4 billion ($842 million). The revolving facility is intended to finance operating expenses, working capital and other capital expenditures of Cablecom and subsidiaries and for their general corporate financing requirements. The revolving facility is available until May 2003. The interest rate, interest payment requirements and principal payments for the revolving facility are the same as for the term loan facility. The revolving facility includes a commitment fee of 0.75% payable quarterly on the unused portion of the revolving facility commitment, which is reduced to 0.50% when over 50% of the commitment is utilized. The term loan facility and the revolving facility contain various financial and other covenants with respect to Cablecom and subsidiaries, and restrictions on dividends and distributions by Cablecom subsidiaries. In March 2000, the Company redeemed in full its Variable Rate Redeemable Guaranteed Loan Notes, principal amount of IR pound 60 million ($73.2 million), plus accrued and unpaid interest using cash held in escrow. NOTE G - SERIES PREFERRED STOCK The changes in the number of shares of Series Preferred Stock, excluding the Redeemable Preferred Stock, were as follows: 9.9% Series B 5.25% 5% ----------------------------------------- Balance, December 31, 1999 52,000 525,000 755,000 Issued for dividends - 3,000 19,000 Redemption - (528,000) - ----------------------------------------- Balance, March 31, 2000 52,000 - 774,000 ========================================= 12 14 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE H - NET LOSS PER COMMON SHARE The following table sets forth the computation of basic and diluted net loss per common share: THREE MONTHS ENDED MARCH 31, ----------------------------- 2000 1999 ----------------------------- (in thousands, except per share data) Numerator: Net loss $(397,748) $(230,419) Preferred stock dividend (18,868) (13,092) ----------------------------- Net loss available to common shareholders $(416,616) $(243,511) ----------------------------- Denominator for basic net loss per common share 137,901 99,663 Effect of dilutive securities - - ----------------------------- Denominator for diluted net loss per common share 137,901 99,663 ----------------------------- Basic and diluted net loss per common share: $ (3.02) $ (2.44) ============================= Stock options, warrants and convertible securities are excluded from the calculation of net loss per common share as their effect would be antidilutive. NOTE I - COMPREHENSIVE LOSS The Company's comprehensive loss for the three months ended March 31, 2000 and 1999 was $(507,998,000) and $(344,538,000), respectively. NOTE J - SEGMENT DATA RESIDENTIAL TELECOMS CORPORATE AND NATIONAL AND BROADCAST TELEVISION TELECOMS OTHER TOTAL ------------------------------------------------------------------------------------ (in thousands) Three months ended March 31, 2000 Revenues $ 55,893 $ 253,572 $ 181,481 $ - $ 490,946 EBITDA (1) 29,499 67,004 46,627 (74,386) 68,744 Three months ended March 31, 1999 Revenues $ 38,824 $ 168,827 $ 105,730 $ - $ 313,381 EBITDA (1) 25,081 45,070 11,970 (49,554) 32,567 Total assets March 31, 2000 $ 703,381 $ 9,838,552 $ 1,223,334 $ 3,825,944 $15,591,211 December 31, 1999 748,658 6,106,536 1,180,779 4,175,593 12,211,566 (1) Represents earnings before interest, taxes, depreciation and amortization, corporate expenses, franchise fees, and foreign currency transaction gains (losses). 13 15 NTL Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (unaudited) (continued) NOTE J - SEGMENT DATA (CONTINUED) The reconciliation of segment combined EBITDA to loss before income tax benefit is as follows: THREE MONTHS ENDED MARCH 31, ----------------------------- 2000 1999 ----------------------------- Segment Combined EBITDA $ 68,744 $ 32,567 (Add) Deduct: Franchise fees - 6,848 Corporate expenses 10,190 5,252 Depreciation and amortization 249,684 141,734 Interest and other income (22,431) (11,013) Interest expense 205,997 130,823 Foreign currency transaction losses (gains) 28,270 (10,658) ----------------------------- 471,710 262,986 ----------------------------- (Loss) before income tax benefit $(402,966) $(230,419) ============================= NOTE K - COMMITMENTS AND CONTINGENT LIABILITIES At March 31, 2000, the Company was committed to pay approximately $218.5 million for equipment and services, which includes certain operations and maintenance contracts through 2005. The Company is considering an offer to convert its 7% Convertible Notes with a principal amount of $599.3 million into common stock. The terms of the offer will be disclosed when and if made. A wholly-owned subsidiary of the Company, Premium TV Limited, entered into media partnerships with two United Kingdom football clubs whereby Premium TV Limited will receive certain marketing and sponsorship rights. Premium TV Limited will provide additional loan facilities to the clubs for an aggregate of pound sterling 30 million ($48 million), repayable in 2005 through the issue of ordinary shares in the football clubs. The Company is involved in certain disputes and litigation arising in the ordinary course of its business. None of these matters are expected to have a material adverse effect on the Company's financial position, results of operations or cash flows. 14 16 NTL Incorporated and Subsidiaries ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The following table shows the cable television and telephony customer statistics for NTL: ========================================================================================================================== CABLE TELEVISION AND TELEPHONY CUSTOMERS AS OF MARCH 31, 2000 - -------------------------------------------------------------------------------------------------------------------------- "Original" Cablelink/ Total UK/ Switzerland/ NTL NTL (1) UK Acq. (2) BT Cable (3) Ireland (4) France (5) Combined - -------------------------------------------------------------------------------------------------------------------------- Homes passed 1,366,400 2,376,500 605,500 4,348,400 1,697,100 6,045,500 - -------------------------------------------------------------------------------------------------------------------------- Homes marketed (Tel.) 1,171,300 2,033,800 0 3,205,100 0 3,205,100 - -------------------------------------------------------------------------------------------------------------------------- Homes marketed (CATV) 1,171,300 2,147,300 553,600 3,872,200 1,644,000 5,516,200 - -------------------------------------------------------------------------------------------------------------------------- Total customers 572,200 826,200 422,100 1,820,500 1,415,600 3,236,100 - -------------------------------------------------------------------------------------------------------------------------- Dual 529,300 443,900 0 973,200 0 973,200 - -------------------------------------------------------------------------------------------------------------------------- Telephone-only 18,000 283,200 0 301,200 0 301,200 - -------------------------------------------------------------------------------------------------------------------------- Cable-only 24,900 99,100 422,100 546,100 1,415,600 1,961,700 - -------------------------------------------------------------------------------------------------------------------------- Total RGUs (6) 1,101,500 1,270,100 422,100 2,793,700 1,415,600 4,209,300 - -------------------------------------------------------------------------------------------------------------------------- Customer penetration 48.9% 38.5% 76.2% 47.0% 86.1% 58.7% - -------------------------------------------------------------------------------------------------------------------------- RGU penetration 94.0% 59.1% 76.2% 72.1% 86.1% 76.3% - -------------------------------------------------------------------------------------------------------------------------- Telephone penetration 46.7% 35.8% N/A 39.8% N/A 39.8% - -------------------------------------------------------------------------------------------------------------------------- Cable penetration 47.3% 25.3% 76.2% 39.2% 86.1% 53.2% ========================================================================================================================== (1) Data for franchises which NTL has been developing since 1993. (2) Data for franchises acquired by NTL in 1998/1999: Comcast UK, Diamond Cable and ComTel. (3) Data for Cablelink (Ireland) and the BT cable franchises acquired in 1999. (4) Includes total subscribers for UK and Ireland. (5) Data for Cablecom (Switzerland) and the "1G Networks" (France). Cablecom homes passed is a best estimate and Cablecom homes marketed are assumed to be equal to homes passed. (6) An RGU (revenue generating unit) is one cable television account or one telephone account; a dual customer generates two RGUs. Monthly RGU churn was approximately 1.1% in the first quarter. The following table shows the Internet operating statistics for NTL: ======================================================================================== INTERNET CUSTOMERS AS OF MARCH 31, 2000 - ---------------------------------------------------------------------------------------- NTL NTL Direct UK Wholesale Switzerland Combined - ---------------------------------------------------------------------------------------- Total customers 128,700 712,000 159,000 999,700 ======================================================================================== 15 17 NTL Incorporated and Subsidiaries RESULTS OF OPERATIONS As a result of the completion of the acquisitions of Diamond Cable Communications plc ("Diamond") in March 1999, the Australian National Transmission Network ("NTL Australia") in April 1999, Cablelink Limited ("Cablelink") in July 1999, the "1G Networks" of France Telecom in August and December 1999, and Workplace Technologies plc ("Workplace") in September 1999, the Company consolidated the results of operations of these businesses from the dates of acquisition. The results of these businesses are not included in the 1999 results except for the results of operations of Diamond from the date of acquisition. The Company acquired the cable assets of the Cablecom Group ("Cablecom") on March 28, 2000. The results of operations of Cablecom from the date of acquisition to March 31, 2000 were not significant. Three Months Ended March 31, 2000 and 1999 Residential telecommunications and television revenues increased to $253,572,000 from $168,827,000 as a result of acquisitions and from customer growth that increased the Company's current revenue stream. The 2000 and 1999 revenue includes $64,096,000 and $12,283,000, respectively, from acquired companies. The Company expects its customer base to continue to increase as the Company completes the construction of its broadband network past the remaining homes in its franchise areas. National and international telecommunications revenues increased to $181,481,000 from $105,730,000 as a result of acquisitions and from increases in business telecommunications revenues, Internet services revenues and carrier services revenues. The 2000 and 1999 revenue includes $46,543,000 and $3,503,000, respectively, from acquired companies. Business telecommunications and Internet services revenues increased primarily as a result of customer growth. The Company expects its business telecommunications and Internet services customer base to continue to increase. The Company is expanding its sales and marketing effort to business customers and for Internet services in its completed network. Carrier services revenues increased due to growth in satellite services and telephone services provided by the Company's wholesale operation to broadcasters and telephone companies, respectively. Revenue growth in carrier services is primarily dependent upon the Company's ability to continue to attract new customers and expand services to existing customers. Broadcast transmission and other revenues increased to $55,893,000 from $38,824,000 due to revenues of $14,780,000 from NTL Australia in 2000 and from increases in broadcast television and FM radio customers and accounts, which exceeded price cap reductions in the Company's regulated services. The Company expects its digital broadcasting services to increase in the future. Operating expenses increased to $240,868,000 from $161,544,000 as a result of increases in interconnection costs and programming costs due to customer growth. The 2000 and 1999 expense includes $62,637,000 and $5,488,000, respectively, from acquired companies. 16 18 NTL Incorporated and Subsidiaries Selling, general and administrative expenses increased to $181,334,000 from $119,270,000 as a result of increases in telecommunications and CATV sales and marketing costs and increases in additional personnel and overhead to service the increasing customer base. The 2000 and 1999 expense includes $40,823,000 and $5,558,000, respectively, from acquired companies. Pursuant to the terms of various United Kingdom licenses, the Company incurred license fees paid to the ITC to operate as the exclusive service provider in certain of its franchise areas. Upon a request by the Company in 1999, the ITC converted all of the Company's fee bearing exclusive licenses to non-exclusive licenses at the end of 1999, and the Company's liability for license payments ceased upon the conversion. Franchise fees were $6,848,000 in 1999. Corporate expenses increased to $10,190,000 from $5,252,000 due to an increase in various overhead costs. Depreciation and amortization expense increased to $249,684,000 from $141,734,000 due to an increase in depreciation of telecommunications and CATV equipment. The 2000 and 1999 expense includes $82,398,000 and $18,463,000, respectively, from acquired companies, including amortization of acquisition related intangibles. Interest expense increased to $205,997,000 from $130,823,000 due to the issuance of additional debt in 1999, and the increase in the accretion of original issue discount on the deferred coupon notes. The 2000 and 1999 expense includes $41,868,000 and $12,722,000, respectively, from Diamond. Interest of $103,622,000 and $60,152,000 was paid in the three months ended March 31, 2000 and 1999, respectively. Foreign currency transaction (losses) gains decreased to a loss of $28,270,000 from a gain of $10,658,000 primarily due to the effect of unfavorable changes in the exchange rate. The Company's results of operations are impacted by changes in foreign currency exchange rates as follows. NTL Incorporated and its subsidiary NTL Communications Corp. ("NTL Communications") each have cash, cash equivalents and debt denominated in foreign currencies that are effected by changes in exchange rates. In addition, foreign subsidiaries of the Company whose functional currency is not the U.S. dollar hold cash, cash equivalents and debt denominated in U.S. dollars which are effected by changes in exchange rates. LIQUIDITY AND CAPITAL RESOURCES The Company will continue to require significant amounts of capital to finance construction of its local and national networks, for connection of telephone, telecommunications, Internet and CATV customers to the networks, for other capital expenditures and for debt service. The Company estimates that these requirements, net of cash from operations, will aggregate up to approximately $1.2 billion from April 1, 2000 to December 31, 2000. The Company's commitments at March 31, 2000 for equipment and services through 2000 are included in the anticipated requirements. The Company had approximately $2.4 billion in cash and securities on hand at March 31, 2000. Regarding the Company's estimated cash requirements described above, there can be no assurance that: (a) actual construction costs will not exceed the amounts estimated or that additional funding substantially in excess of the amounts estimated will not be required, (b) conditions precedent to advances under credit facilities will be satisfied when funds are required, (c) the Company and its subsidiaries will be able to generate sufficient cash from operations to meet capital requirements, debt service and other obligations when required, (d) the Company will be able to access such cash flow or (e) the Company will not incur losses from its exposure to exchange rate fluctuations or be adversely affected by interest rate fluctuations. 17 19 NTL Incorporated and Subsidiaries In July 1999, the Company agreed to acquire the consumer cable telephone, Internet and television operations of Cable & Wireless Communications, plc ("CWC"). The Company will issue approximately 85 million new shares of common stock and pay pound sterling 2.85 billion ($4.5 billion) in cash. The Company will also assume approximately pound sterling 1.9 billion ($3.0 billion) of CWC's net debt, plus further debt up to an agreed amount of CWC cash outflow through the closing. The transaction is subject to various approvals and other conditions. The Company has entered in to a note purchase agreement for up to approximately pound sterling 2.4 billion ($3.8 billion) to fund a portion of the cost of this acquisition. In connection with the CWC acquisition, France Telecom agreed to invest pound sterling 2.8 billion ($4.4 billion) in the Company. France Telecom will invest pound sterling 1.6 billion ($2.5 billion) for approximately 42.2 million shares of the Company's common stock and pound sterling 1.2 billion ($1.9 billion) in convertible preferred stock with a 5% dividend and a conversion price of $80 per share. The closing of this additional investment is subject to the completion of the CWC acquisition, unless France Telecom elects to accelerate the closing of this investment, which it can do in a limited number of circumstances. NTL Triangle, an indirect wholly-owned subsidiary of the Company, sold its 50% ownership interest in Cable London PLC in November 1999 for approximately pound sterling 428 million (approximately $682 million) in cash. The sale of the Cable London PLC interest is an "Asset Sale" for purposes of the Company's Indentures for certain of its notes. The Company will need to use an amount equal to the proceeds from the sale to repay subsidiary debt, invest in "Replacement Assets" or make an offer to redeem certain of its notes by November 2000. The Company is highly leveraged. The accreted value at March 31, 2000 of the Company's consolidated long-term indebtedness, including the Redeemable Preferred Stock, is approximately $12.5 billion, representing approximately 88% of total capitalization. The following summarizes the terms of those notes and Redeemable Preferred Stock issued by the Company and its subsidiaries. NTL Incorporated: (1) Senior Redeemable Exchangeable Preferred Stock due February 15, 2009, stated value of $100 million, dividends accrue at 13% per annum payable quarterly in arrears, at the Company's option until February 15, 2004, dividends may be paid in cash, by the issuance of additional shares or in any combination of the foregoing, redeemable at the Company's option on or after February 15, 2002, and on any dividend payment date the Company may exchange all of the outstanding shares for 13% debentures due 2009; (2) Cumulative Preferred Stock, stated value $1.85 billion, dividends accrue at 5% per annum and are cumulative on a quarterly basis, dividends are payable in additional shares of Cumulative Preferred Stock in March 2002, holders other than any commercial banks or their affiliates (a "Qualified Holder") may at any time after September 2000 elect, subject to certain conditions, for the Cumulative Preferred Stock to be exchanged for up to a 50% interest in a new company which will own certain or all of the Company's broadband communications, broadcast and cable television interests in Continental Europe outside of France, redeemable for cash in March 2002 at the option of a Qualified Holder; 18 20 NTL Incorporated and Subsidiaries (3) 5-3/4% Convertible Subordinated Notes due December 15, 2009, principal amount at maturity of $1.2 billion, interest payable semiannually beginning on June 15, 2000, redeemable at the Company's option on or after December 18, 2002, convertible after March 21, 2000 into shares of the Company's common stock at a conversion price of $108.18 per share; Cablecom: (4) Term Loan Facility of CHF 2.7 billion ($1.6 billion), interest payable at least every six months at LIBOR plus a margin rate of 2.5% per annum, which is subject to adjustment after March 2001 based on Cablecom's ratio of senior debt to EBITDA, (effective rate of 5.15% at March 31, 2000), principal is due over six years in quarterly installments beginning on March 31, 2004; NTL Communications: (5) 12-3/4% Senior Deferred Coupon Notes due April 15, 2005, principal amount at maturity of $278 million, interest payable semiannually beginning on October 15, 2000, redeemable at the Company's option on or after April 15, 2000; (6) 11-1/2% Senior Deferred Coupon Notes due February 1, 2006, principal amount at maturity of $1.05 billion, interest payable semiannually beginning on August 1, 2001, redeemable at the Company's option on or after February 1, 2001; (7) 10% Senior Notes due February 15, 2007, principal amount at maturity of $400 million, interest payable semiannually from August 15, 1997, redeemable at the Company's option on or after February 15, 2002; (8) 9-1/2% Senior Sterling Notes due April 1, 2008, principal amount at maturity of pound sterling 125 million ($199 million), interest payable semiannually from October 1, 1998, redeemable at the Company's option on or after April 1, 2003; (9) 10-3/4% Senior Deferred Coupon Sterling Notes due April 1, 2008, principal amount at maturity of pound sterling 300 million ($478 million), interest payable semiannually beginning on October 1, 2003, redeemable at the Company's option on or after April 1, 2003; (10) 9-3/4% Senior Deferred Coupon Notes due April 1, 2008, principal amount at maturity of $1.3 billion, interest payable semiannually beginning on October 1, 2003, redeemable at the Company's option on or after April 1, 2003; (11) 9-3/4% Senior Deferred Coupon Sterling Notes due April 15, 2009, principal amount at maturity of pound sterling 330 million ($526 million), interest payable semiannually beginning on October 15, 2004, redeemable at the Company's option on or after April 15, 2004; (12) 11-1/2% Senior Notes due October 1, 2008, principal amount at maturity of $625 million, interest payable semiannually from April 1, 1999, redeemable at the Company's option on or after October 1, 2003; 19 21 NTL Incorporated and Subsidiaries (13) 12-3/8% Senior Deferred Coupon Notes due October 1, 2008, principal amount at maturity of $450 million, interest payable semiannually beginning on April 1, 2004, redeemable at the Company's option on or after October 1, 2003; (14) 7% Convertible Subordinated Notes due December 15, 2008, principal amount at maturity of $599 million, interest payable semiannually from June 15, 1999, convertible into shares of the Company's common stock at a conversion price of $39.20 per share, redeemable at the Company's option on or after December 15, 2001; (15) 9-1/4% Senior Euro Notes due November 15, 2006, principal amount at maturity of (euro)250 million ($239 million), interest payable semiannually beginning on May 15, 2000; (16) 9-7/8% Senior Euro Notes due November 15, 2009, principal amount at maturity of (euro)350 million ($335 million), interest payable semiannually beginning on May 15, 2000, redeemable at the Company's option on or after November 15, 2004; (17) 11-1/2% Senior Deferred Coupon Euro Notes due November 15, 2009, principal amount at maturity of (euro)210 million ($201 million), interest payable semiannually beginning on May 15, 2005, redeemable at the Company's option on or after November 15, 2004; NTL Triangle: (18) 11.2% Senior Discount Debentures due November 15, 2007, principal amount at maturity of $517.3 million, interest payable semiannually beginning on May 15, 2001, redeemable at NTL Triangle's option after November 15, 2000; Diamond: (19) 13-1/4% Senior Discount Notes due September 30, 2004, principal amount at maturity of $285 million, interest payable semiannually beginning on March 31, 2000, redeemable at Diamond's option after September 30, 1999; (20) 11-3/4% Senior Discount Notes due December 15, 2005, principal amount at maturity of $531 million, interest payable semiannually beginning on June 15, 2001, redeemable at Diamond's option on or after December 15, 2000; (21) 10-3/4% Senior Discount Notes due February 15, 2007, principal amount at maturity of $421 million, interest payable semiannually beginning on August 15, 2002, redeemable at Diamond's option on or after December 15, 2002; (22) 10% Senior Sterling Notes due February 1, 2008, issued by Diamond Holdings plc, a wholly-owned subsidiary of Diamond, principal amount at maturity of pound sterling 135 million ($215 million), interest payable semiannually from August 1, 1998, redeemable at Diamond's option on or after February 1, 2003; 20 22 NTL Incorporated and Subsidiaries (23) 9-1/8% Senior Notes due February 1, 2008, issued by Diamond Holdings plc, principal amount at maturity of $110 million, interest payable semiannually from August 1, 1998, redeemable at Diamond's option on or after February 1, 2003; and (24) mortgage of pound sterling 2.5 million ($4 million) to fund the construction of an office building, repayable over 20 years as of July 31, 1995, interest at LIBOR plus 1-1/2%. The Company has other significant commitments or potential commitments in addition to those described above. These are as follows: The Company is considering an offer to convert its 7% Convertible Notes with a principal amount of $599 million into common stock. The terms of the offer will be disclosed when and if made. A wholly-owned subsidiary of the Company, Premium TV Limited, entered into media partnerships with two United Kingdom football clubs whereby Premium TV Limited will receive certain marketing and sponsorship rights. Premium TV Limited will provide additional loan facilities to the clubs for an aggregate of pound sterling 30 million ($48 million), repayable in 2005 through the issue of ordinary shares in the football clubs. Cablecom has the option to draw on a revolving loan facility up to an additional CHF 1.4 billion ($842 million). The revolving facility is intended to finance operating expenses, working capital and other capital expenditures of Cablecom and subsidiaries and for their general corporate financing requirements. The revolving facility is available until May 2003. The interest rate, interest payment requirements and principal payments for the revolving facility are the same as for the term loan facility. The revolving facility includes a commitment fee of 0.75% payable quarterly on the unused portion of the revolving facility commitment, which is reduced to 0.50% when over 50% of the commitment is utilized. The term loan facility and the revolving facility contain various financial and other covenants with respect to Cablecom and subsidiaries, and restrictions on dividends and distributions by Cablecom subsidiaries. Management does not anticipate that the Company and its subsidiaries will generate sufficient cash flow from operations to repay at maturity the entire principal amount of the outstanding indebtedness of the Company and its subsidiaries. Accordingly, the Company may be required to consider a number of measures, including: (a) refinancing all or a portion of such indebtedness, (b) seeking modifications to the terms of such indebtedness, (c) seeking additional debt financing, which may be subject to obtaining necessary lender consents, (d) seeking additional equity financing, or (e) a combination of the foregoing. The Company's operations are conducted through its direct and indirect wholly-owned subsidiaries. As a holding company, the Company holds no significant assets other than cash, securities and its investments in and advances to its subsidiaries. The Company's ability to pay cash dividends to its stockholders may be dependent upon the receipt of sufficient funds from its subsidiaries. The Company's wholly-owned subsidiary, NTL Communications, is also a holding company that conducts its operations through its subsidiaries. Accordingly, NTL Communications' ability to make scheduled interest and principal payments when due to holders of its indebtedness may be dependent upon the receipt of sufficient funds from its subsidiaries. 21 23 NTL Incorporated and Subsidiaries From time to time the Company may fund its capital requirements outside the United Kingdom and Ireland from dividends from NTL Communications subject to certain conditions under the Indentures. NTL Communications distributed $500 million to the Company in April 1999. NTL Communications may use cash from equity proceeds in excess of cumulative EBITDA (as defined in the Indentures) minus 1.5 times cumulative interest expense plus capital stock proceeds, for dividend payments to the extent such funds are not used for other Restricted Payments (as defined in the Indentures). The Company intends to repay certain amounts to NTL Communications when funds become available. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Cash used in operating activities was $71,468,000 and $6,594,000 in the three months ended March 31, 2000 and 1999, respectively. Although net loss increased to $397,748,000 from $230,419,000 in the three months ended March 31, 2000 and 1999, respectively, results of operations items not requiring cash outlays increased by a greater amount to $383,474,000 from $233,399,000. In addition, changes in operating assets and liabilities used cash of $57,194,000 in 2000 compared to $9,574,000 in 1999. Cash used in operating activities plus cash paid for interest exclusive of amounts capitalized was $18,572,000 and $43,194,000 in 2000 and 1999, respectively. Purchases of fixed assets were $359,171,000 in 2000 and $276,126,000 in 1999 as a result of the continuing fixed asset purchases and construction, including purchases and construction by acquired companies. Acquisition, net of cash acquired of $3,444,469,000, proceeds from borrowings of $1,623,510,000 and proceeds from issuance of preferred stock of $1,850,000,000 in 2000 were for the acquisition of Cablecom including the the term loan facility entered into with a group of banks and the preferred stock issued to France Telecom and certain commercial banks. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements contained herein constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. When used herein, the words, "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by such forward-looking statements. Such factors include the following: general economic and business conditions, the Company's ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, all in a timely manner at reasonable costs and on satisfactory terms and conditions, as well as assumptions about customer acceptance, churn rates, overall market penetration and competition from providers of alternative services, the impact of new business opportunities requiring significant up-front investment, and availability, terms and deployment of capital. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. There have been no material changes in the reported market risks since the end of the most recent fiscal year. 22 24 NTL Incorporated and Subsidiaries PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On March 21, 2000, the Company held a special meeting of stockholders. The following management proposals were adopted: (1) a proposal to approve the issuance of shares of NTL common stock and NTL 5% cumulative participating convertible preferred stock to France Telecom for pound sterling 2.8 billion in cash, (2) a proposal to amend NTL's restated certificate of incorporation to increase the maximum number of shares of NTL common stock from 400 million to 800 million shares and (3) the grant of discretionary authority to adjourn the special meeting to the NTL board of directors. The stockholders approved the first proposal by a vote of 121,263,078 shares in favor, 67,461 shares against and 39,545 shares withheld from voting. The stockholders approved the second proposal by a vote of 120,565,131 shares in favor, 770,472 shares against and 34,481 shares withheld from voting. The stockholders approved the third proposal by a vote of 110,359,429 shares in favor, 10,573,630 shares against and 437,025 shares withheld from voting. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. 27. Financial Data Schedule (b) Reports on Form 8-K. During the quarter ended March 31, 2000, the Company filed the following reports on Form 8-K: (i) Report dated January 6, 2000 (filed January 21, 2000) reporting under Item 5, Other Events, a response to an article regarding the review by the UK Competition Commission, a response to The Competition Commission's "issues letter", an announcement of the selection of the Microsoft TV software platform to deliver enhanced interactive TV services, an announcement that the Company delivered to Microsoft Corporation a notice of redemption of preferred stock, an announcement that U.S. tax rulings conditions were satisfied in connection with the CWC transaction, and an announcement that the Board of Directors declared a 5-for-4 stock split. (ii) Report dated January 25, 2000 (filed January 25, 2000) reporting under Item 5, Other Events, that Premium TV Limited and Aston Villa entered into a Media Partnership. (iii) Report dated February 4, 2000 (filed February 10, 2000) reporting under Item 5, Other Events, an agreement to take televised racing into the digital age, that Microsoft Corporation exercised its right to convert its shares of Preferred Stock into Common Stock and that NTL commented on an announcement by the ITC and OFTEL. 23 25 NTL Incorporated and Subsidiaries (iv) Report dated February 15, 2000 (filed February 15, 2000) reporting under Item 5, Other Events, the public posting of CWC transaction documentation. (v) Report dated February 17, 2000 (filed February 22, 2000) reporting under Item 5, Other Events, an arrangement to issue $1.85 billion of preferred stock. (vi) Report dated March 16, 2000 (filed March 29, 2000) reporting under Item 2, Acquisition or Disposition of Assets, that the Company had completed the acquisition of the assets of Cablecom Holdings AG and under Item 5, Other Events, that CWC shareholders approved NTL and CWC scheme of arrangements, announced an agreement to take a 25% stake in Bredbandsbolaget (B2), that NTL stockholders approved France Telecom's proposed pound sterling 2.8 billion investment and amendments to NTL's restated certificate of incorporation, that the CWC ConsumerCo Acquisition received Competition Commission clearance and that Premium TV Limited entered into a media partnership with Middlesbrough Football Club. No financial statements were filed with these reports. 24 26 NTL Incorporated and Subsidiaries SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NTL INCORPORATED Date: May 11, 2000 By: /s/ Barclay Knapp ------------------------- Barclay Knapp President and Chief Executive Officer Date: May 11, 2000 By: /s/ Gregg N. Gorelick -------------------------- Gregg N. Gorelick Vice President-Controller (Principal Accounting Officer) 25