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Filed pursuant to
Rule 424 (b)(3)
Reg Nos. 333-42792,
333-42792-01 and
333-42792-02
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated August 30, 2000)
NTL Communications Corp.
7% Convertible Subordinated Notes Due 2008
NTL Incorporated
Shares of Common Stock
This Prospectus Supplement No. 5 supplements and amends the Prospectus dated
August 30, 2000, the Prospectus Supplement No. 1 dated September 14, 2000, the
Prospectus Supplement No. 2 dated October 24, 2000, Prospectus Supplement
No. 3 dated December 21, 2000 and the Prospectus Supplement No. 4 dated January
10, 2001 relating to the 7% Convertible Subordinated Notes Due 2008 of NTL
Communications Corp. and the shares of NTL Incorporated's common stock, par
value $.01 per share, issuable upon conversion of the Convertible Notes. This
Prospectus Supplement amends the Prospectus by adding the following unaudited
pro forma financial data of NTL Incorporated.
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UNAUDITED PRO FORMA FINANCIAL DATA
The unaudited pro forma financial data presented gives effect to the
completed acquisitions of Cablecom Group in March 2000 and ConsumerCo in May
2000 as if they had been consummated on January 1, 2000. The unaudited pro forma
financial data is based on our historical financial statements and the
historical financial statements of Cablecom and ConsumerCo from January 1, 2000
to the respective dates of acquisition. The historical financial statements of
Cablecom and ConsumerCo are prepared in accordance with U.S. generally accepted
accounting principles and have been translated into U.S. dollars. Certain
amounts in these historical financial statements have been reclassified to
conform to our presentation.
The historical financial statement of Cablecom which is included in the
unaudited pro forma condensed combined statement of operations has been adjusted
to eliminate intercompany revenues and operating expenses that were not
historically eliminated. The intercompany revenues and operating expenses were
eliminated in the historical financial statements of NTL for the period from the
date of acquisition to December 31, 2000.
The historical results of ConsumerCo reflect certain intercompany costs and
expenses as they were prior to the separation of Cable & Wireless Communications
plc into CWC DataCo (which was retained by Cable & Wireless) and ConsumerCo,
which was completed in the second quarter of 2000. These costs and expenses do
not necessarily reflect the costs and expenses that would have been incurred if
CWC DataCo and ConsumerCo were separate entities during this period. Therefore,
the historical financial statement of ConsumerCo that is included in the
unaudited pro forma condensed combined statement of operations is not reflective
of results on a going forward basis.
The Cablecom and ConsumerCo acquisitions have been accounted for using the
purchase method of accounting, in which the assets acquired and liabilities
assumed have been recorded at their estimated fair values.
The unaudited pro forma condensed combined statement of operations for the
year ended December 31, 2000 gives effect to the acquisitions of Cablecom and
ConsumerCo and issuance of common stock and preferred stock as if they had been
consummated on January 1, 2000.
The pro forma adjustments are based upon available information and
assumptions that we believe were reasonable at the time made. The unaudited pro
forma financial data does not purport to present our results of operations had
the acquisitions occurred on the dates specified, nor are they necessarily
indicative of the results of operations that may be achieved in the future. The
unaudited pro forma condensed combined statement of operations does not reflect
any adjustments for cost savings that we expect to realize. The pro forma
adjustments reflecting the acquisitions are based upon the assumptions set forth
in the notes to the pro forma financial data. No assurances can be made as to
the amount of cost savings or revenue enhancements, if any, that may be
realized.
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NTL INCORPORATED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2000
(In Millions, except per share data)
<Table>
<Caption>
NTL CABLECOM CONSUMERCO
(HISTORICAL) (HISTORICAL) (HISTORICAL) ADJUSTMENTS PRO FORMA
------------ ------------ ------------ ----------- ---------
REVENUES
COSTS AND EXPENSES........ $ 2,840.8 $93.3 $ 469.2 $ 3,403.3
Operating expenses........ 1,387.6 36.1 195.1 1,618.8
Selling, general and
administrative
expenses............... 1,109.1 24.2 199.2 1,332.5
Other charges............. 92.7 -- -- 92.7
Corporate expenses........ 47.5 -- -- 47.5
Depreciation and
amortization........... 2,122.8 24.9 191.8 $ 452.6A 2,792.1
--------- ----- ------- ------- ---------
4,759.7 85.2 586.1 452.6 5,883.6
--------- ----- ------- ------- ---------
Operating (loss) income... (1,918.9) 8.1 (116.9) (452.6) (2,480.3)
OTHER INCOME (EXPENSE)
Interest income and
other, net............. (119.0) (0.2) 1.7 3.9B (113.6)
Interest expense.......... (1,036.8) (3.1) (132.3) (49.6)C (1,221.8)
--------- ----- ------- ------- ---------
Loss before income
taxes.................. (3,074.7) 4.8 (247.5) (498.3) (3,815.7)
Income tax benefit
(provision)............ 111.0 (2.5) 54.1 162.6
--------- ----- ------- ------- ---------
Net (loss) income......... (2,963.7) 2.3 (193.4) (498.3) (3,653.1)
Preferred stock
dividends.............. (194.0) (65.7)D (259.7)
--------- ----- ------- ------- ---------
Net (loss) available to
common shareholders.... $(3,157.7) $ 2.3 $(193.4) $(564.0) $(3,912.8)
========= ===== ======= ======= =========
Net loss per common
share -- basic and
diluted................ $ (14.54) $ (14.53)
========= =========
Weighted average shares... 217.1 52.2E 269.3
========= ======= =========
</Table>
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NTL INCORPORATED
NOTES TO THE PRO FORMA FINANCIAL DATA
(In millions, except per share data)
A. DEPRECIATION AND AMORTIZATION:
<Table>
<Caption>
CABLECOM CONSUMERCO
-------- ----------
For the year ended December 31, 2000
Intangibles (Cablecom 3-10 years and ConsumerCo 10
years)............................................... $ 85.7 $ 366.9
====== =======
</Table>
B. INTEREST INCOME (USING 4.867%):
<Table>
For the year ended December 31, 2000
Reduction of interest income on cash on hand used...... $ (0.6) $ (2.1)
Interest income on excess cash from Bank financing..... 0.0 6.6
------ -------
$ (0.6) $ 4.5
====== =======
</Table>
C. INTEREST EXPENSE:
<Table>
For the year ended December 31, 2000
Reduction of interest expense for debt not assumed..... $ 0.0 $ 91.4
Interest on Bank Financing at 6.03%.................... (20.0) 0.0
Interest on Bank Financing at 8.28%.................... 0.0 (121.0)
------ -------
$(20.0) $ (29.6)
====== =======
</Table>
D. PREFERRED STOCK DIVIDENDS:
<Table>
For the year ended December 31, 2000
5% issued to France Telecom............................ $ 0.0 $ (42.8)
5% redeemable preferred................................ (22.9) 0.0
------ -------
$(22.9) $ (42.8)
====== =======
</Table>
E. WEIGHTED AVERAGE SHARES:
<Table>
Shares of NTL common stock issued......................... -- 84.9
Shares of NTL common stock issued to France Telecom....... -- 42.2
------ -------
-- 127.1
Historical Weighted Average Shares........................ -- (74.9)
------ -------
-- 52.2
====== =======
</Table>
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The Prospectus, together with Prospectus Supplement No.1, Prospectus Supplement
No.2, Prospectus Supplement No.3, Prospectus Supplement No.4 and this Prospectus
Supplement No.5 constitutes the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to offers and sales
of the Convertible Notes and the Common Stock issuable upon conversion of the
Convertible Notes.
Prospective investors should carefully consider matters discussed under the
caption "Risk Factors" beginning on page 4 of the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No.5 is dated July 31, 2001.
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