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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002

Commission file number 0-30673

NTL EUROPE, INC.

(914) 921-1800
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
10% Fixed Redeemable Preferred Stock, Series A, par value $.01 per share
Stockholder Rights accompanying each share of Common Stock

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 þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements Incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Act. YES o NOþ

On January 10, 2003, the Company consummated a plan of reorganization, pursuant to which the Company, then known as NTL Incorporated (“Old NTL”), was separated into two independent companies. Until then, Old NTL was one company with common stock that traded on the New York Stock Exchange until March 28, 2002, and then on the OTC Bulletin Board. Upon consummation of the plan of reorganization, Old NTL’s securities, including its common stock, were cancelled and the Company issued new common stock and preferred stock. The Company’s new common stock and preferred stock initially traded on the OTC Bulletin Board under the symbols “NTEU.OB” and “NTEP.OB,” respectively, but, due to the late filing of this Form 10-K, have been changed to “NTEUE.PK” and “NTEPE.OB,” respectively. The aggregate market value of the voting and non-voting common equity of Old NTL held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 28, 2002, was $3,630,377. Pursuant to the reorganization plan, all of the common equity of Old NTL was cancelled and, therefore, this amount is not indicative of the current value of the Company’s common stock.

Number of shares outstanding at May 21, 2003:

	19,657,433 shares of Common Stock, par value $.01 per share 6,862,193 shares of 10% Fixed Redeemable Preferred Stock, Series A, par value $.01 per share

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan by a court. YES o NO þ

Documents Incorporated by Reference: None

Table of Contents

NTL EUROPE, INC.
FORM 10-K
December 31, 2002
TABLE OF CONTENTS

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PART I

     In this Form 10-K, references to “£,” “(pound sterling),” “(pound),” “pence” or “p” are to the lawful currency of the United Kingdom, references to “€,” “(euro)” or “Euro” are to the lawful currency of the European Monetary Union, references to “CHF” or “Swiss Franc” are to the lawful currency of Switzerland and references to “U.S. dollars,” “dollars,” “$” or “(cent)” are to the lawful currency of the United States. As of December 31, 2002, the noon buying rate in New York for cable transfers in the following foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were $1.6095 per UK (pound) 1.00, $1.0485 per (euro) 1.00 and $0.7229 per Swiss Franc 1.00. You should not construe these exchange rates as representations that the foreign currency amounts actually represent such U.S. dollar amounts or vice versa or could have been or could be or will be converted into U.S. dollars or foreign currencies, as the case may be, at the rate indicated or at any other rate.

Item 1. Business

Overview

     On May 8, 2002, the entity then known as NTL Incorporated (referred to herein as “Old NTL”) and certain of its subsidiaries at that time, namely, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable Communications Limited, Diamond Holdings Limited and Communications Cable Funding Corp., each filed a voluntary petition for a “prearranged” joint plan of reorganization under Chapter 11 of the United States Bankruptcy Code to convert approximately $10.6 billion of debt into equity of two separate companies.

     The filings were made on May 8, 2002 in the United States Bankruptcy Court for the Southern District of New York located in New York, New York. On May 24, 2002, the debtors filed a disclosure statement and an amended joint reorganization plan with the bankruptcy court. On July 15, 2002, the debtors filed an amended disclosure statement and a second amended joint reorganization plan with the bankruptcy court. On September 5, 2002, the bankruptcy court entered an order confirming the Second Amended Joint Reorganization Plan of Old NTL and certain subsidiaries, filed on July 15, 2002 (as modified and confirmed on September 5, 2002).

     The reorganization plan became effective on January 10, 2003, at which time, pursuant to the reorganization plan, Old NTL was reorganized into two separate companies—the corporation previously named “NTL Incorporated” and the corporation previously known as “NTL Communications Corp.” We are the entity formerly known as “NTL Incorporated” having been renamed “NTL Europe, Inc.” Following the consummation of the reorganization plan, we became the holding company for substantially all of Old NTL’s businesses and investments in Europe, as well as certain other investments and interests. NTL Communications Corp. was renamed “NTL Incorporated” and is the holding company for substantially all of Old NTL’s businesses and operations in the United Kingdom and Ireland (referred to herein as “New NTL”). New NTL is an independent entity which is no longer owned by or affiliated with us. However, because the reorganization was consummated after the end of the fiscal year ended December 31, 2002 at which time NTL Communications Corp. was a subsidiary of Old NTL, under applicable reporting requirements, certain information concerning Old NTL and NTL Communications Corp. and its subsidiaries are required to be included in this Form 10-K and the financial statements which are a part hereof.

     We are incorporated under the laws of the State of Delaware. We were originally incorporated on December 31, 1999. Through February 1999, NTL Communications Corp., then known as “NTL

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Incorporated,” was the holding company for all of Old NTL’s businesses. At that time, a new holding company was created and assumed the name “NTL Incorporated” and the former holding company was renamed “NTL Communications Corp.” In May 2000, a new holding company structure was implemented in connection with the acquisition of Cable & Wireless Communications plc. The new holding company assumed the name “NTL Incorporated” and the former holding company was renamed “NTL (Delaware), Inc.,” its current name. On the effective date of the reorganization plan, we filed an amended charter which authorized, among other things, the change of our name to NTL Europe, Inc. In addition, on the effective date of and pursuant to the reorganization plan, all previously outstanding public debt, equity securities and stock options of Old NTL were cancelled and we authorized the issuance of 19,668,777 shares of common stock, par value $0.01 per share, (19,657,433 of which were outstanding as of May 21, 2003) together with associated preferred stock purchase rights, and 7,364,000 shares of 10% Fixed Coupon Redeemable Preferred Stock, Series A, par value $0.01 per share (with a $50.00 liquidation preference per share) (the “Preferred Stock”) (6,862,193 of which were outstanding as of May 21, 2003). In accordance with the reorganization plan, our board of directors has reserved 2,000,000 shares of our common stock for issuance upon exercise of the management incentive options authorized for grant under our management incentive plan. However, we have not issued, and we currently have no plans to issue, any options under our 2003 Stock Option Plan.

     The reorganization plan provided that each holder of an allowed NTL Communications Corp. senior notes claim should receive, among other consideration, its pro rata share of the Class 7 Euroco Value, which was defined in the reorganization plan as the value of 331,222 shares of our common stock. On November 20, 2002, the bankruptcy court entered an order authorizing an amendment to the reorganization plan to make the definition of Class 7 Euroco Value more precise by including the timing of its distribution and the method of calculating its value. As a result, the Class 7 Euroco Value was defined to be the value of 331,222 shares of common stock calculated based on the volume-weighted average closing prices of the shares of common stock during the period of 60 trading days immediately following the effective date. A trading day includes any day a trade of our common stock took place on the OTC Bulletin Board. The expiration of the 60 trading day period occurred on April 21, 2003 and the Class 7 Euroco Value paid to holders of allowed NTL Communications senior notes claims was in the aggregate amount of $47,216.

     The order confirming the reorganization plan authorized and approved, as of the effective date, the redemption for cash of $25 million of the Preferred Stock. This redemption occurred on the effective date of the reorganization plan. Following such redemption, an aggregate of 6,864,000 shares of Preferred Stock were authorized for issuance (6,862,193 of which were outstanding as of May 21, 2003), having a liquidation preference of approximately $343 million. Further, upon the consummation of the reorganization plan (after taking into account the redemption for cash of $25 million of our Preferred stock), we had approximately $63 million in cash and our subsidiaries had an additional amount of approximately $11 million in cash.

Our Business

We currently have the following indirect wholly-owned operating subsidiaries:

	•		NTL Premium TV Holdings Corp., our sports TV and internet content business
	•		Cablecom GmbH, our cable business in Switzerland, ownership of most of which we are unlikely to retain (See “Recent Developments – Cablecom GmbH”)
	•		NTL Lanbase, SL, our LAN/WAN installation business located in Madrid, Spain

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•

NTL Broadcast (Thailand) Ltd. and NTL Broadcast Sdn Ltd., our Asian broadcast infrastructure, services and consulting business

We currently have minority interests in the following operating entities:

	•		Two Way TV Limited, an interactive television service provider
	•		Global Radio Participations SA, a European digital radio license holder
	•		ITV News Channel Limited, a 24-hour news channel located in the U.K.
	•		B2 (Bredband) AG, a Swedish broadband communications company, but, as described more fully in this Form 10-K, NTL Delaware entered into a settlement agreement on April 30, 2003, pursuant to which, among other things, our interest in B2 will be transferred in the near future

     Our most significant holdings are currently being restructured and we will be reviewing all of our holdings to determine the most appropriate course of action. Our board of directors and management will explore the strategic and financial alternatives available to us. Some alternatives may include, among others, our restructuring around one or more of our existing business units, a sale of assets, a going-private transaction or the ultimate liquidation and winding up of our operations and the distribution of available proceeds to our stockholders. We may not receive any proceeds from any of these transactions after the payment of outstanding debt that some of these companies may owe and any fees and expenses incurred in connection with these transactions. See, in particular, “Recent Developments – Cablecom GmbH.” To the extent we receive cash proceeds from any asset sale we or our subsidiaries complete, the Preferred Stock will be entitled to mandatory redemption in a like amount, subject to some limited exceptions set forth in our charter, until all shares of the Preferred Stock (having an aggregate of $343 million in liquidation preference) have been redeemed. Given the liquidation preference on the Preferred Stock and the anticipated value of our assets, it is unlikely that any such liquidation will generate any proceeds or distributions to the holders of our common stock.

Recent Developments

     Cablecom GmbH

     Cablecom is our largest subsidiary which, during 2002 and 2001, accounted for 92% and 84%, respectively, of our consolidated revenue. Cablecom is the principal borrower under an amended and restated credit agreement, dated as of April 30, 2002 and effective as of May 2, 2002. See “Cablecom GmbH – Cablecom credit facility and Cablecom credit facility amendment” below. Under the credit agreement, Cablecom and one of its subsidiaries are indebted in an amount of approximately CHF 3,792 million (which includes recently accrued interest payments), none of which is recourse to us. Although the credit facility was originally scheduled to mature on April 30, 2003, upon the request of Cablecom, the maturity date has been extended to the business day following May 31, 2003, with an additional automatic extension to June 30, 2003 under certain circumstances. In addition, Cablecom has been notified by the lenders that it is in default under the credit agreement. Accordingly, the lenders could seek to accelerate the maturity of the credit facility at any time.

     Cablecom does not have the resources to repay the bank debt when it comes due, whether on the extended maturity date or upon the acceleration thereof. Further, as security for its guaranty of Cablecom’s obligations under the credit agreement, NTL Cablecom Holding GmbH, the parent entity of Cablecom, has pledged to the lenders all of the shares of Cablecom. Accordingly, upon the maturity of

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the credit facility, whether upon acceleration or otherwise, the lenders could seek to exercise their rights under the pledge. In such an event, although we would not be liable for any of Cablecom’s obligations, we would be deprived of all of our ownership interest in Cablecom.

     In addition, Cablecom and two of its subsidiaries are “overindebted” under Swiss law. If Cablecom is unsuccessful in consummating a transaction with its lenders to resolve that “overindebtedness” issue in the near future (and in any event no later than the maturity date of the credit agreement), the board of directors of Cablecom may be required to file for insolvency proceedings under Swiss law. Further, on April 9, 2003, the board of directors of Cablecom received a letter from Ernst & Young AG notifying the board of Cablecom that Cablecom and some of its subsidiaries are “overindebted” and, if there is no consensual settlement on the overall financial restructuring of Cablecom or an extension of the maturity date or any other measures taken which would cure the “overindebtedness,” the board would be required to notify a Swiss court and deposit the balance sheets for Cablecom and its subsidiaries immediately, thereby commencing insolvency proceedings. If Cablecom files for insolvency proceedings, it is unlikely that we will retain any interest in Cablecom.

     In order to seek to address the foregoing issues, Cablecom has been actively engaged in negotiations with its lenders regarding an overall financial restructuring of Cablecom. If consummated, such restructuring is expected to include a reduction in the amount of debt outstanding, an extension of maturity date of such debt and control of Cablecom being assumed by the lenders. As part of such negotiations, we are seeking to retain a small minority interest in Cablecom in consideration for our cooperation in permitting Cablecom to reach a consensual restructuring plan with its lenders. There is, however, no assurance that such negotiations will be successful. Further, whether or not such negotiations are successful, we expect to be deprived of our controlling interest in Cablecom in the near future. After such occurrence, the results of Cablecom will not be reported as part of our consolidated results of operations.

     B2 Bredband AB

     On April 30, 2003, NTL Delaware, together with its subsidiaries NTL Sweden SPV Inc. and Nogenta Swedish Acquisition Holding B.V., entered into an agreement with B2 and the other principal shareholders of B2 relating to, among other things, the transfer of our securities in B2. Under the agreement, the NTL Europe parties have agreed to transfer their interest in B2 to certain other shareholders of B2 in exchange for approximately $375,000 in cash or certain securities of a B2 affiliate and mutual releases among the parties relating to a dispute stemming from an April 15, 2002 funding request for approximately $20 million. In connection with the mutual releases, the agreement provides that B2 and the other principal shareholders will withdraw, or otherwise assist NTL Delaware in obtaining bankruptcy court denial of, the proofs of claim filed by B2 and the other principal shareholders in the bankruptcy court. The closing of this transaction is subject to customary closing conditions, but the NTL Europe releases are effective unless the NTL Europe parties breach their respective obligations under the agreement.

     iesy Hessen GmbH

     On November 3, 2002, Old NTL, NTL Delaware, and Brigadoon Ventures, Inc., a wholly-owned subsidiary of NTL Delaware, entered into an agreement, pursuant to which (1) Old NTL was entitled to receive a cash facilitation fee for our cooperation in the restructuring of iesy Hessen GmbH and its subsidiaries (but not in consideration of the Old NTL entities’ indirect equity stake in iesy Hessen) of approximately $1.3 million, less the Old NTL entities’ pro rata share of expenses (approximately $250,000) and (2) the Old NTL entities were entitled to receive a release of possible liabilities and claims arising out of their indirect equity stake in iesy Hessen, including claims alleged by certain holders of

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notes of iesy Hessen in the bankruptcy. The transactions contemplated by the iesy Hessen agreement closed in January 2003.

Cablecom GmbH

     Introduction

     As described above in “Recent Developments – Cablecom GmbH,” Cablecom has approximately CHF 3,792 million in bank debt (which includes recently accrued interest payments) maturing on the business day following May 31, 2003 (with an additional automatic extension to June 30, 2003 under certain circumstances), and insufficient resources to satisfy such obligation. In addition, Cablecom and two of its subsidiaries are “overindebted” under Swiss law and, accordingly, may be required to file for insolvency proceedings in Switzerland. Cablecom and its lenders have been involved in ongoing discussions regarding a complete financial restructuring of Cablecom which will, among other things, reduce the amount of bank debt outstanding, extend the maturity date thereof and resolve the Swiss overindebtedness issue. In the event that such negotiations are unsuccessful, we expect to be deprived of all of our ownership interest in Cablecom in the near future. Further, even if such negotiations are successful, we expect to be left with no more than a small minority interest in Cablecom. Accordingly, we anticipate that, in the near future, the results of Cablecom will no longer be reported as part of our consolidated results of operations. In that regard, it should also be noted that, in accordance with the terms of the existing Cablecom credit agreement, no dividends, distributions or other payments have ever been or will be made by Cablecom to us. Notwithstanding these facts, because Cablecom was our wholly-owned subsidiary on December 31, 2002 and remains so as of the date hereof, we have included the following business description of Cablecom.

     Cablecom Business Overview

     Cablecom is Switzerland’s largest cable operator with approximately 54% of the Swiss cable television market as of December 31, 2002. Cablecom currently operates in the following three business areas: (1) Cable Networks. Residential cable television is Cablecom’s largest business and comprises 28 different cable networks of which six are wholly-owned by Cablecom. This accounts for approximately 91% of total subscribers. As of December 31, 2002, Cablecom had a penetration rate of over 91% of homes passed, 82% of the network is upgraded and over 1.1 million homes are bi-directional. Approximately 72,000 digital television customers and 135,000 broadband internet subscribers were connected as of December 31, 2002. Furthermore, Cablecom had approximately 100,000 dial up internet subscribers at that time. Approximately 82% of Cablecom’s subscribers are in the German speaking region of Switzerland, 10% in the French speaking region and the remainder in the Italian and Romansch speaking regions.

     (2)  Cablecom Business. Cablecom Business AG, a wholly-owned subsidiary of Cablecom, offers advanced data services to the Swiss business market. With one of two national fiber backbones, Cablecom Business provides voice and data services to the small, medium and multi-site national business. Current products include leased lines, virtual private networks, connectivity and carriers’ carrier services.

     (3) Engineering Services. Cablecom, through Cablecom Business, also provides cable television engineering services to third parties. In this business segment, Cablecom is the leader in Swiss cable television engineering with a market share of 75%. Services include third-party cable television systems and network infrastructure planning and design, project management, and network measurement and maintenance.

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     Network Upgrade. Cablecom is currently upgrading its nationwide network, which consists of three interconnected segments:

	(1)		Fiber optic backbone;
	(2)		Hybrid-fiber coaxial or “HFC” network; and
	(3)		In-house installations.

     Cablecom’s network upgrade program comprises installing new fiber optic backbone connections, installing new HFC nodes and connecting them to the fiber optic backbone, installing a return path in the HFC amplifiers and replacing the in-house wiring or installing filters. Over 82% of the HFC network was upgraded at the end of 2002. Moreover, as HFC networks in each area are upgraded, Cablecom upgrades in-house installations at the request of subscribers wishing to subscribe to new services, including digital cable television, high-speed internet and telephony services.

     Cable Television Services. In November 1999, Cablecom launched digital services under the SwissFun brand name in German-speaking regions of Switzerland. SwissFun is currently referred to as “Cablecom Digital TV.” As of December 31, 2002, Cablecom had approximately 72,000 digital television subscribers. Using a purchased or leased set-top-box, Cablecom subscribers can access an additional 30 digital channels and 25 radio channels for free, as part of their basic television subscription offering. The subscribers can then subscribe to over 25 additional channels in pay packages.

     In addition to increasing the number of channels that can be broadcast, the introduction of digital broadcasting allows Cablecom to address each set-top-box individually, providing Cablecom with the necessary flexibility to bundle expanded basic and pay channels into more attractive pay packages.

     Since September 2002, Cablecom has been offering additional pay-per-view services over its network. Customers have the opportunity to individually purchase up to 20 popular movies each month on a pay-per-view basis.

     Internet Services. Cablecom intends to continue to roll out high-speed internet access services throughout its service areas as its networks are upgraded to bi-directionality. To maximize the return on capital expenditure, Cablecom is first upgrading subscriber areas where demand is the highest. As of December 31, 2002, Cablecom provided cable modem services to approximately 135,000 subscribers.

     Cablecom also offers dial-up internet services to both residential customers and businesses via its SwissOnline portal. SwissOnline is a wholly-owned subsidiary of Cablecom and is one of Switzerland’s largest internet service providers and one of the leading portals in Switzerland.

     Telecommunication Services. Apart from Swisscom, Cablecom is the only company with a nationwide footprint and a local loop infrastructure in Switzerland. When it has completed its network upgrade, Cablecom expects to provide broadband local loop infrastructure access to nearly 50% of Swiss households. Cablecom’s local loop networks cover all major Swiss cities, except Lausanne and Geneva. In Geneva, Cablecom has a 12.2% stake in 022 Telegeneve, a company which provides such coverage.

     In December 2001, lab testing and field trials of the Cablecom VoIP telephony product proved successful. In November 2002, an employee test was launched which has been followed by a consumer test launch in the first quarter of 2003. Cablecom plans the commercial launch of its telephony product in 2003.

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Competition for Cablecom in Switzerland

     (1)  Cable Television. Cablecom is Switzerland’s largest cable operator with approximately 54% of the Swiss cable television market as of December 31, 2002. Despite consolidation in the industry, which was led by Cablecom, the cable services industry remains highly fragmented. Cablecom offers value added services, including digital television, pay-television, interactive-television, near-video-on-demand, high speed internet, and in the future voice-over-internet Protocol-telephony. These services compete with third parties such as pay television offerings from satellite operators.

     (2)  Internet. In the provision of internet services, Cablecom primarily competes with blu win (formerly Blue Window) which is owned by Swisscom, and the internet services offered by Sunrise (TDC Switzerland).

     (3)  Fixed Line Telephony. The principal competitor in both residential and business telephony will be Swisscom, the incumbent provider of telephony services in Switzerland. A number of alternative carriers are building a network backbone infrastructure, including Sunrise, which is majority owned by TDC A/S (Tele Danmark), d holding (Swiss utilities), UBS AG and the Swiss Railways.

Cablecom credit facility and Cablecom credit facility amendment

     Introduction

     As described above in “Recent Developments – Cablecom GmbH,” Cablecom has approximately CHF 3,792 million in bank debt (which includes recently accrued interest payments) maturing on the business day following May 31, 2003 (with an additional automatic extension to June 30, 2003 under certain circumstances), and insufficient resources to satisfy such obligation. In addition, Cablecom and two of its subsidiaries are “overindebted” under Swiss law and, accordingly, may be required to file for insolvency proceedings in Switzerland. Cablecom and its lenders have been involved in ongoing discussions regarding a complete financial restructuring of Cablecom which will, among other things, reduce the amount of bank debt outstanding, extend the maturity date thereof and resolve the Swiss overindebtedness issue. In the event that such negotiations are unsuccessful, we expect to be deprived of all of our ownership interest in Cablecom in the near future. Further, even if such negotiations are successful, we expect to be left with no more than a small minority interest in Cablecom. Accordingly, we anticipate that, in the near future, the results of Cablecom will no longer be reported as part of our consolidated results of operations. In that regard, it should also be noted that, in accordance with the terms of the existing Cablecom credit agreement, no dividends, distributions or other payments have ever been or will be made by Cablecom to us.

     The debts outstanding under the credit agreement, dated March 28, 2000, as amended on May 16, 2000 and as amended and restated as of April 30, 2002, between, among others, NTL Delaware as indirect parent, NTL Cablecom Holding GmbH as shareholder, Cablecom as principal borrower, J.P. Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers and joint book managers, J.P. Morgan Europe Limited as agent, and the lenders party thereto, as may be further amended and/or restated from time to time described below and incorporated by reference to Exhibit 10.2 hereof is an obligation solely of the Cablecom group (which does not include NTL Delaware) and is non-recourse to us. If no further investment is made into Cablecom and/or the Cablecom credit facility is not restructured and/or further borrowing is not permitted, Cablecom will be unable to repay the Cablecom credit facility, which is payable on the first business day following May 31, 2003 or, under certain circumstances which would provide an automatic extension, June 30, 2003. The terms of the existing credit agreement (and the anticipated terms of any modification to the credit agreement) restrict the payment of any dividends, distributions or other payments from Cablecom to its shareholders. Accordingly, we have not received

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and do not expect to receive any liquid assets or other contribution to the funding of our operating expenses or the operating expenses of our subsidiaries through our current or, if any, future ownership in Cablecom. See Risk Factors Relating to Cablecom and Risk Factors Relating to our Company and our Securities.

Swiss Regulation Affecting Cablecom

     A comprehensive new regulatory framework governing telecommunications services in Switzerland was established with the entry into effect on January 1, 1998 of the Telecommunications Act and a concurrent restatement of the Radio and Television Act. The new regulatory regime opened both the telecommunications and cable television markets to enhanced competition.

(1)

Telecommunications Act.

     The Telecommunications Act sets forth the general framework for the transmission of voice and data information through telecommunications devices. The provisions of the Telecommunications Act apply by default to the transmission and retransmission of radio and television signals, unless the Radio and Television Act stipulates different rules.

     According to the Telecommunications Act, any operator which provides telecommunications services and independently operates a significant portion of a network must obtain a license. If certain technical and organizational criteria are met, the operator is entitled to obtain such license. Special rules apply to the use of the radio frequency spectrum and the provision of universal service. Fixed line carriers and cable television operators have a legal right to lay cables on public property in order to build their networks.

     Under the Telecommunications Act, responsibility for regulation of the telecommunications sector and the promotion of fair and open competition has been allocated among several regulatory bodies, including the independent Commission for Communication (ComCom), the administrative Office for Communication (OfCom), and the Federal Department of Environment, Transport, Energy and Communication (UVEK/DETEC) as well as the Competition Commission. Whereas ComCom is acting as the exclusive licensing authority, OfCom is responsible for the day-to-day oversight of the telecommunications sector.

     The Telecommunications Act requires that a telecommunications service provider that has a dominant position in a relevant market must provide interconnection to other providers on a non-discriminatory basis and in accordance with a transparent and cost-oriented pricing policy, stating the conditions and prices separately for each interconnection service. The Telecommunications Act authorized the Swiss federal government to produce secondary legislation governing interconnection known as the Telecommunications Ordinance. Under the Ordinance, non-dominant operators providing universal service are also subject to certain interconnection duties. Market dominance is determined on the grounds of the Swiss Competition Act.

     The Ordinance specifies that a market-dominant provider must grant access to the necessary equipment, services, and information on a transparent and non-discriminatory basis, in no worse a manner than the market-dominant provider does so internally to its divisions, subsidiaries, and partners. The Ordinance requires that prices charged for interconnection services be cost-oriented (LRIC standard). To date only Swisscom, the former telecom PTT, has been designated as market dominant.

     In 2001, the Swiss Supreme Court ruled that, despite Swisscom’s market power, there are no legal grounds to require Swisscom to grant interconnection for rented lines and “transmission media,”

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thereby partly reversing a prior decision by ComCom. The Swiss Supreme Court further ruled that the current law provides no basis for the “unbundling.” No explanation was given as to whether this term was meant to include the full unbundling of the local loop, the shared use of the copper wire, or the provision of fast bitstream access by the incumbent at non-discriminatory terms. Following this ruling, the Federal Council has amended, effective January 4, 2003, the Telecommunications Ordinance and thereby has forced the unbundling of the local loop and the inclusion of rented lines in the interconnection regime. Swisscom has announced that it will challenge the new ordinance in court. Both the recent move by the Federal Council and the attitude of Swisscom are likely to increase pressure on market dominant cable television operators to grant interconnection and eventually unbundled access to their local loop in one way or another.

(2)

Radio and Television Act.

     The Radio and Television Act regulates the operation, transmission, retransmission, and receipt of radio and television programs, including related information. It distinguishes between the provision of content (“programs” in the terminology of the Act) on the one hand and retransmission on the other hand. A cable television operator must obtain a blanket retransmission license before it can transmit content. The “must carry” rules of the Act require any licensee to retransmit uncoded television programs which are broadcast by terrestrial signals as well as the channels of the Swiss Broadcasting Corporation (SRG).

     The Act furthermore states that a licensee may neither force nor refuse to provide the access of customers to its network. Landlords of properties must also grant access if a lessee so requests and if it covers any related costs. If access is granted, a licensee may still be barred from collecting subscribers’ fees if the lessees are unwilling to use the cable facilities or if a customer no longer wishes to avail itself of the services of the licensee. In this event, however, the licensee may seal the unused facilities. The Radio and Television Act is currently undergoing a comprehensive restatement.

Cablecom Regulatory Matters and Litigation

     Cablecom is subject to the regulations of the Swiss Price Regulation Act and the Swiss Competition Act. Parties found to hold and abuse a dominant market position in a given market may be subject to remedies under the provisions of these Acts; such remedies may include the regulation of prices by the Swiss Price Regulator. Cablecom was involved in proceedings before the Swiss Price Regulator, and reached an agreement late last year relating to the prices charged for basic television service it provides. Cablecom is currently also involved in proceedings before the Swiss Competition Commission where an order is being sought forcing Cablecom to distribute Teleclub’s programs over a set-top box of Teleclub’s own choosing. Details of both of these proceedings are described below.

     Agreement with the Swiss Price Regulator

     Pursuant to the agreement reached with the Price Regulator late last year, Cablecom must not charge more than CHF 19.50 per month per subscriber for basic television service for the period 2003-2004. The result of the settlement is that Cablecom’s price structure has been set back to approximately 2001 levels.

     Litigation With Teleclub

     At present, Cablecom is involved in proceedings before the Swiss Competition Commission where an order is being sought forcing Cablecom to distribute Teleclub’s digital programs over a set-top box of Teleclub’s own choosing. A preliminary order was granted against Cablecom, requiring certain interim measures, including, among other things, that Cablecom transmit the digital television signals of

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Teleclub on the Cablecom network, and stating that any appeal of the preliminary order would not have the effect of suspending the interim orders contained therein. The Appeals Commission in Competition Matters has confirmed such interim measures. Cablecom has chosen not to pursue a further appeal against the part of the order granting immediate effect to the interim measures. As a result, on December 16, 2002, Cablecom commenced distribution of Teleclub’s digital signal over Cablecom’s network. Cablecom has, however, challenged the interim measures and the appeal is currently pending before the Swiss Federal Supreme Court. In the main proceeding, Teleclub is asking the Competition Commission to issue a permanent order pursuant to which Cablecom should be forced to distribute its programs in the manner described above. In addition, Teleclub is also asking the Competition Commission to set conditions, including prices, that Cablecom should be permitted to impose on Teleclub in connection with the distribution of its programs.

NTL Premium TV Holdings Corp.

     Overview

     NTL Premium TV Holdings Corp., our indirect wholly-owned subsidiary, exploits UK sports rights across the internet and broadcast media. Its lines of business include the operation of UK football-related web sites, the distribution and marketing of British Eurosport, a basic pay television sports channel, and the exploitation of other UK sports and sponsorship rights.

     Premium TV has entered into a number of joint venture agreements and other contracts with the Football League, a UK football association which represents a group of approximately 75 teams, and other individual teams, including Glasgow Rangers, Newcastle United, Aston Villa, Middlesborough and Leicester City to operate web sites with exclusive internet rights to video, audio and other information (including mobile telephone rights). Premium TV also has a contract with Eurosport to distribute British Eurosport; contracts with the British Broadcasting Corporation, or BBC, giving Premium TV the right to exploit the BBC sports archive and the right to launch a channel with that content; a contract with the FA Premier League for the pay per view rights to certain UK football matches; and a contract with the European Rugby Cup to broadcast its tournament. In addition, Premium TV has entered into a number of agreements with New NTL, pursuant to which Premium TV receives certain operational services covering premises, connectivity, hosting, technology and other corporate volume purchasing benefits. Premium TV, through its joint venture with the Football League, also has a co-marketing agreement linked with New NTL to its broadband product and Premium TV has an agreement with New NTL pursuant to which New NTL is able to exploit Premium TV’s FA Premier League pay per view rights.

     Premium TV’s internet sites provide team fans with up-to-date statistics, exclusive pre-game and post-game interviews with players and coaches, an archive of video clips of game highlights and best plays, access to club internet merchandise shops and opportunities to exchange views with other fans. Premium TV operates a customized internet platform and billing system on behalf of its joint venture and other contractual partners. Premium TV provides all of the funding for its joint ventures except the Newcastle joint venture which is jointly funded by Premium TV and Newcastle. The joint ventures share the cost of the platform and other operating costs incurred by Premium TV. Premium TV is also entitled to distributions from the joint ventures in accordance with the terms of each of the joint venture arrangements. Premium TV’s revenue streams related to its internet business are comprised of subscription revenue for its broadband service, advertising and sponsorship revenue, e-commerce revenue, betting revenue and other revenue.

     The demand for Premium TV’s internet services has been growing since its inception in 1999. Demand is driven by the popularity of football in the United Kingdom, the growth of broadband internet services in the UK, and improvements in internet services and features, particularly the advances in video

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streaming technology. As of December 31, 2002, Premium TV had over one million registered users for its internet sites and approximately 24,000 subscribers for its broadband premium services. Premium TV’s revenue for 2002 and 2001 was $28.4 million and $40.6 million, respectively.

     During 2002, Premium TV implemented a technical upgrade of its internet platform to allow automated software authoring which enables Premium TV to introduce new features and designs to its audience with considerably shorter lead times than has been possible in the past. Premium TV believes that its platform has reached operational stability and that it is now in a position to scale back development expenditure and focus its efforts on exploiting revenue from its internet product.

     Competition

     Premium TV competes with other providers of UK football content including television stations, radio stations, newspapers, unofficial websites, UK football teams who host their own web-sites and other companies that have similar arrangements with other UK football teams. British Eurosport competes with premium sports services and free television broadcasters who air sporting events.

     Modification with the Football League

     On September 24, 2002, Premium TV, NTL Delaware and Old NTL agreed to vary the terms of the joint venture arrangements with the Football League. Under the terms of the variation, upon the payment of arrears of rights fees by Premium TV, the Football League and the joint venture company, FLPTV, agreed to release Premium TV from its obligation to fund the payment of any further rights fees to the Football League’s member teams and its obligation to provide working capital funding to the joint venture. The Football League also agreed to release NTL Delaware from its guarantee of Premium TV’s obligations and to release Old NTL from the related undertaking. In return, Premium TV agreed to waive repayment of loan capital by the joint venture and to provide certain ongoing services to the joint venture free of charge for an initial period. NTL Delaware agreed to deposit £10.33 million into a designated single purpose account for use by Premium TV to finance the provision of such services. Premium TV and the Football League also agreed to new terms relating to the distribution of revenue generated by the joint venture.

     Settlement with NTL Broadcast

     Prior to our emergence from bankruptcy, Classic Sport Limited, an indirect wholly-owned subsidiary of Premium TV, settled a dispute with National Transcommunications Limited, referred to as “NTL Broadcast,” the broadcast and transmission division of New NTL, relating to approximately £13 million that NTL Broadcast claimed it was owed in relation to the termination of a contract between the parties. Classic Sport, Premium TV Limited (which entered into the contract as agent for Classic Sport) and NTL Broadcast have agreed to a settlement of this matter, whereby the disputed contract was terminated, Classic Sport and Premium TV Limited settled all outstanding invoices owed to New NTL (in the amount of approximately £5 million), and NTL Broadcast received £700,000 in full and final settlement of all outstanding and future claims between the parties relating to the contract.

NTL Lanbase, SL

     NTL Lanbase, based in Madrid, Spain, installs and maintains local and wide area networks, primarily using components manufactured by leading telecom manufacturers, for a number of businesses in Spain. In 2002 and 2001, NTL Lanbase’s revenue was $3.6 million and $3.8 million, respectively.

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NTL Asia

     In 1999 and 2001, NTL Broadcast established two subsidiaries, located in Thailand and Malaysia, respectively. Following consummation of the reorganization plan, we maintained ownership of the operations in Malaysia and Thailand through two companies, NTL Broadcast Sdn and NTL Broadcast (Thailand) Ltd, which we refer to together as “NTL Asia.” The two subsidiaries are managed as one business. Separately, New NTL maintains a branch office in Singapore. Our subsidiaries rely on New NTL’s Singapore office for administration and other support services. We have entered into an agreement to jointly manage the business of NTL Asia with New NTL. NTL Asia together with New NTL’s branch office in Singapore offers design and build, consultancy and system integration services to broadcasters in Malaysia and Thailand. In 2002 and 2001, NTL Asia’s revenue was $2.2 million and $6.7 million, respectively.

Minority Interests

     The following is a brief description of our minority holdings. We do not believe that these holdings, alone or in the aggregate, represent material assets to us.

     Two Way TV Limited

     We have an equity interest of approximately 38% in Two Way TV Limited. Two Way TV is a UK market leader in interactive and enhanced television. Enhanced television allows viewers to participate in popular games, sporting events and reality television programs. Viewers can vote, guess answers and compete with studio contestants by using a remote control device for the set top box in all digital delivery platforms.

     Two Way TV has three product lines: eTV applications for broadcasters, eTV technology licensing and support services for networks and a 24-hour games channel which carries Two Way TV proprietary games.

     Global Radio Participations SA

     We have an equity interest of approximately 33% in Global Radio, a Luxembourg based company formed in 1999 for the purpose of developing, launching and operating a satellite based digital radio and two-way data network designed to provide the European consumer and automotive industry with a level of entertainment and data services not available by existing means. The Global Radio business model is subscription based audio entertainment with the added ability to offer a range of data services.

     ITV News Channel Limited

     We have an equity interest of approximately 35% in ITV News Channel Limited, a 24 hour news channel aired in the United Kingdom. It competes with the BBC, British Sky Broadcasting Group PLC and all other 24 hour news channels in the United Kingdom. We are currently in negotiations to sell our minority ownership of ITV.

     B2 Bredband AB

     B2 is a broadband communications company providing 10 Mb/s network access and broadband services to residential and small-to-medium business customers in Sweden. B2 provides “always on”, low-cost access to a high-capacity broadband network that provides transmission both to and from the

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customer at the same speed and at the same time. B2’s 10 Mb/s network access speed is substantially faster than typical connections offered by existing cable television and telecommunications operators and is upgradeable to 100 Mb/s without significant expense. In addition to broadband access, B2 intends to provide telephony and video access to its customers through a personalized, interactive interface. B2 has tested its VoIP telephony product. As described under our “Recent Developments-B2” and “Litigation” sections, we have been involved in a funding dispute with the other holders of B2. In connection with this dispute, we entered into a settlement agreement on April 30, 2003, pursuant to which, among other things, we have agreed to transfer all of our interest in B2 in exchange for approximately $375,000 in cash or certain securities of a B2 affiliate and mutual releases among the parties to the dispute.

Employees

     As of March 31, 2003, we had eight employees and consultants located in Rye, New York, London, England and Paris, France. Cablecom had approximately 1,400 employees throughout Switzerland. Premium TV had approximately 100 employees in London, England. NTL Lanbase had approximately 20 employees in Madrid, Spain. NTL Asia had a total of approximately 20 employees.

Management and Corporate Governance

     The members of our board of directors are Jeffrey A. Brodsky, Michael J. Cochran and H. Sean Mathis. Jeffrey A. Brodsky is the chairman of the board of directors. Our officers are Jeffrey A. Brodsky, our president and chief executive officer, John F. Gregg, our chief financial officer and treasurer, Bruno Claude, our chief operating officer, Robert A. Schmitz, our vice president and secretary, and Richard A. Spohn, our vice president and chief accounting officer.

     Pursuant to the bankruptcy plan, we entered into a Stockholder Rights Agreement pursuant to which, under certain circumstances, each stockholder would receive the right to purchase one one-thousandth of a share of our Series A Junior Participating Preferred Stock for $0.01 per share. The price was ratified by our board of directors on April 10, 2003.

     Our board of directors has established a compensation committee, comprised of two members, Michael J. Cochran and H. Sean Mathis, who qualify as “non-employee directors” within the meaning of the Securities Exchange Act of 1934. The chairman of the compensation committee is Michael J. Cochran.

     Our board of directors has established an audit committee, comprised of two members, Michael J. Cochran and H. Sean Mathis, who meet the “independence test” under Section 301 of the Sarbanes-Oxley Act of 2002. The chairman of the audit committee is H. Sean Mathis.

     Our audit committee has established a disclosure committee in connection with our disclosure controls and procedures mandated by the Sarbanes Oxley Act of 2002 and the Securities and Exchange Commission. Our disclosure committee is comprised of our chief executive officer, chief financial officer, chief accounting officer, chief operating officer and such other employees as designated by the chief executive officer from time to time including the heads of our various business segments.

     We have entered into employment agreements with each of John F. Gregg and Bruno J. Claude. In addition, Cablecom has entered into employment agreements with each of John F. Gregg and Bruno J. Claude.

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     We have engaged Quest Turnaround Advisors, L.L.C., a company whose principals include Jeffrey A. Brodsky and Robert A. Schmitz, to provide consulting services to us and our subsidiaries. The services of Messrs. Brodsky and Schmitz are provided to us by Quest Turnaround Advisors.

     We have entered into Director and Officer Indemnification Agreements with Jeffrey A. Brodsky, H. Sean Mathis, Michael J. Cochran, Robert A. Schmitz, Richard A. Spohn, John F. Gregg, Bruno Claude and Jeffrey G. Wyman, our general counsel.

Additional Risk Factors

     You should strongly consider these risk factors in evaluating an investment in us, our common stock and our Preferred Stock. An investment in our securities involves an extremely high degree of risk.

Risk Factors relating to our Company and our Securities

     Our common stock has little if any equity value, which makes an investment in our common stock highly speculative.

     Any investment in our common stock is highly speculative. There has been a significant deterioration in valuations of assets similar to those we own and those of our subsidiaries and affiliated joint ventures own. In addition, our Preferred Stock has significant rights and preferences over our common stock and it is likely that we will never declare and pay dividends on our common stock. As a result, there may be little if any remaining equity value attributable to our common stock, which could be worthless.

     Holders of shares of our common stock and Preferred Stock may have substantial difficulty in selling those shares.

     Our common stock and our Preferred Stock are not quoted on any national market or listed on any national securities exchange. Prices for our common stock and our Preferred Stock are quoted on the Over-the-Counter Bulletin Board and the Pink Sheets. Securities whose prices are quoted on the Over-the-Counter Bulletin Board and the Pink Sheets do not enjoy the same liquidity as securities that trade on a national market or securities exchange.

     In addition, each of the common stock and the Preferred Stock is a “penny stock” as that term is defined in the Securities Exchange Act of 1934. Brokers effecting transactions in a “penny stock” are subject to additional customer disclosure and record keeping obligations, including disclosure of the risks associated with low price stocks, stock quote information, and broker compensation. In addition, brokers effecting transactions in a “penny stock” are also subject to additional sales practice requirements under Rule 15g-9 of the Securities Exchange Act including making inquiries into the suitability of “penny stock” investments for each customer or obtaining a prior written agreement for the specific “penny stock” purchase. Because of these additional obligations, some brokers will not effect transactions in “penny stocks.”

     There may also be statutory restrictions on transferability for some holders who received common stock or Preferred Stock under the reorganization plan.

     As a result, holders of common stock and Preferred Stock may have substantial difficulty in selling or otherwise disposing of those shares.

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     Our Preferred Stock has a significant preference over our common stock which may result in our common stockholders having little value in their investment.

     Our Preferred Stock has significant rights and preferences over our common stock. Our charter which governs the common stock and the Preferred Stock requires us to pay semi-annual dividends to holders of the Preferred Stock on a cumulative basis, and imposes limitations on the payment of dividends on the common stock. Furthermore, on the effective date and pursuant to the reorganization plan, we redeemed $25 million in aggregate liquidation preference of the Preferred Stock. Immediately following such redemption, approximately $343 million of aggregate liquidation preference of Preferred Stock remains outstanding. If we liquidate, holders of Preferred Stock would be entitled to payment of the liquidation preference in full before any distribution could be made to holders of common stock. If we liquidate, the holders of Preferred Stock may not receive the full amount of their liquidation preference, and it is likely that there would be no assets available for distribution to holders of common stock who would receive no recovery. Our Preferred Stock is also entitled to mandatory redemption out of the net proceeds of any asset sale for cash that we or our subsidiaries complete, subject to some limited exceptions set forth in the charter.

     The market price of our common stock has dropped precipitously and may not recover.

     Our common stock reached a high closing sales price of $0.65 on January 14, 2003. As of April 30, 2003, the closing sales price of our common stock was $0.055. Due to a number of factors including that our common stock is a “penny stock,” our common stock trades on the OTC Bulletin Board and the Pink Sheets, most of our holdings may be restructured and the liquidation preference of our Preferred Stock, the value of our common stock may not increase in any significant amount.

     We may not be able and are unlikely, to pay dividends on our common stock.

     Under Delaware law, unless a corporation has available surplus it cannot pay dividends on or redeem its capital stock. We may not have available surplus as determined under Delaware law and may be unable to pay dividends on or redeem any of our capital stock, unless and until such time as we have available surplus. The payment of dividends to holders of common stock will be at the discretion of our board of directors and will depend upon the availability of surplus under Delaware law, and among other things, future earnings, operations, capital requirements, our general financial condition and the general financial condition of our subsidiaries and affiliated joint ventures. It is likely that we will never declare and pay dividends on the common stock.

     The historical financial statements contained in this Form 10-K may not be indicative of our future results of operations or financial condition.

     With the separation of Old NTL into two entities, New NTL retained the assets with substantial value. Generally, other than Cablecom, (which itself is being restructured, See “Recent Developments – Cablevision GmBH”) our assets are not particularly material compared to those of New NTL. Further, as discussed above, our board of directors and management will explore the strategic and financial alternatives available to us. Accordingly, the historical financial statements of Old NTL and New NTL for periods prior to January 10, 2003, are not particularly meaningful to our current and anticipated future business and should not be relied upon as indicative of our future performance.

     Our potential liability for unpaid financing fees could significantly reduce our cash position.

     In connection with the bar date for filing of securities laws claims against the debtors pursuant to an order of the bankruptcy court, proofs of claim were filed against Old NTL, NTL Delaware and NTL

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Communications by Morgan Stanley Senior Funding Inc. for $11.4 million. These claims were asserted by Morgan Stanley Senior Funding Inc. in respect of alleged unpaid financing fees for commitments of capital made in 1999. While we intend to vigorously defend against these claims, an adverse determination of these claims could reduce our cash for operations or distribution to our stakeholders.

     Forced sales of our assets or restructurings of those assets may subject us to stringent United States securities regulations.

     A sale or restructuring of certain of our assets may subject us to United States regulatory issues under the Investment Company Act of 1940, as amended, associated with holding minority interests in operating companies (instead of controlling the operations of the minority interests). Since the regulations governing “investment companies” under the Investment Company Act are complex and restrictive, our board of directors and senior management would most likely examine the strategic alternatives available to us, including, among others, seeking a merger with, or an investment in, an operating company and/or a liquidation of our remaining assets.

     Our guaranty obligations could reduce our cash position.

     We have guaranteed the obligations of one of our subsidiaries, the exposure of which is currently in the aggregate amount of up to approximately £4.2 million. In addition, one of our wholly-owned subsidiaries, NTL Delaware, has guaranteed the obligations of certain of its subsidiaries and affiliated joint ventures, the exposure of which is currently in the aggregate amount of up to approximately £26 million. These guarantees arise under the performance of certain contracts by certain of our subsidiaries. As long as these subsidiaries continue to perform the services under these contracts, our financial obligations regarding these guarantees would be reduced. However, any call on these guarantees could substantially reduce our cash position and the cash position of our subsidiaries.

     Our interest in content joint ventures is dependent on the services of a third party.

     We continue to own an interest in joint ventures whose continuance is dependent on the provision of content or services to New NTL’s cable business in the United Kingdom or the provision of certain services on specified terms by New NTL and its subsidiaries to such joint ventures. If New NTL breaches its carriage or service agreements with such joint ventures or fails to renew them, we may not be able to retain the indirect interests that NTL Delaware currently has in such joint ventures. Subsidiaries of New NTL are major customers of such joint ventures and termination or non-renewal of the carriage or service agreements may adversely affect the performance of such joint ventures.

     We have potential liabilities with respect to funding obligations of New NTL liabilities.

     In addition to the guaranty obligations of certain of our subsidiaries and affiliated joint ventures, as a result of existing contractual commitments, we guarantee the obligations of certain companies in the New NTL group relating to ordinary course contracts and leasehold property. If New NTL fails to meet its obligations, we and NTL Delaware may be liable to pay sums to cover the liability of those companies in the New NTL group with respect to such contracts and leases.

     Provisions of our corporate governance documents may prevent transactions involving a change of control of us.

     Our charter and bylaws contain provisions which may have the effect, alone or in combination with each other or with the existence of authorized but unissued common stock and preferred stock, of preventing or making more difficult transactions involving a change of control of our company. In

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addition, our rights agreement may have a significant anti-takeover effect. The rights agreement has the potential to significantly dilute the ownership interests of an acquiror of shares of our common stock, and therefore may have the effect of delaying, deterring, or preventing a change in control of us.

Risk Factors Relating to Cablecom

     We are likely to lose most, if not all, of our ownership interest in Cablecom.

     Cablecom is the principal borrower under an amended and restated credit agreement dated as of April 30, 2002 and effective as of May 2, 2002. See “Cablecom GmbH – Cablecom credit facility and Cablecom credit facility amendment” above. Under the credit agreement, Cablecom and one of its subsidiaries are indebted in an amount of approximately CHF 3,792 million (which includes recently accrued interest payments). Although the credit facility was originally scheduled to mature on April 30, 2003, upon the request of Cablecom, the maturity date has been extended to the business day following May 31, 2003, with an additional automatic extension to June 30, 2003 under certain circumstances. In addition, Cablecom may currently be in default under the credit agreement. Accordingly, the lenders could seek to accelerate the maturity of the credit facility at any time.

     Cablecom does not have the resources to repay the bank debt when it comes due, whether on the maturity date or upon the acceleration thereof. Further, as security for its guaranty of Cablecom’s obligations under the credit agreement, the direct parent entity of Cablecom, has pledged to the lenders all of the shares of Cablecom. Accordingly, upon the maturity of the credit facility, whether upon acceleration or otherwise, the lenders could seek to exercise their rights under the pledge. In such an event, although we would not be liable for any of Cablecom’s obligations, we would be deprived of all of our ownership interest in Cablecom.

     In addition, Cablecom and two of its subsidiaries are “overindebted” under Swiss law. If Cablecom is unsuccessful in consummating a transaction with its lenders to resolve that “overindebtedness” issue in the near future (and, in any event, no later than the maturity date of the credit agreement), the board of directors of Cablecom may be required to file for insolvency proceedings under Swiss law. Further, on April 9, 2003, in accordance with Swiss law, the board of directors of Cablecom received a letter from its auditors, Ernst & Young AG, notifying the board of Cablecom that Cablecom and some of its subsidiaries are “overindebted” and, if there is no consensual settlement on the overall financial restructuring of Cablecom, an extension of the maturity date or other steps taken to cure the “overindebtedness,” the board would be required to notify the Swiss courts and “deposit the balance sheets” for Cablecom and its subsidiaries immediately, thereby commencing insolvency proceedings. If Cablecom files for insolvency proceedings, it is unlikely that we will retain any interest in Cablecom.

     In order to seek to address the foregoing issues, Cablecom is currently in active negotiations with its lenders regarding an overall financial restructuring of Cablecom. If consummated, such restructuring is expected to include a reduction in the amount of debt outstanding, an extension of maturity date of such debt and control of Cablecom being assumed by the lenders. As part of such negotiations, we are seeking to retain a small minority interest in Cablecom in consideration for our cooperation in permitting Cablecom to reach a consensual restructuring plan with its lenders. There is, however, no assurance that such negotiations will be successful. Further, whether or not such negotiations are successful, in light of, among other things, the lenders’ ability to exercise their rights under the pledge, as well as the possibility of insolvency proceedings, we expect to be deprived of our controlling interest in Cablecom in the near future. After such occurrence, the results of Cablecom will not be reported as part of our consolidated results of operations.

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     We anticipate that, commencing in the near future, Cablecom’s results will no longer be reported as part of our consolidated results of operations and, therefore, the financial statements contained in this Form 10-K are not indicative of our future results of operations or financial condition.

     Cablecom and its lenders have been in discussions regarding a complete financial restructuring of Cablecom which will, among other things, reduce the amount of bank debt outstanding, extend the maturity date thereof and resolve Cablecom’s Swiss overindebtedness issue. In the event that such negotiations are unsuccessful, we expect to be deprived of all of our ownership interest in Cablecom in the near future. Further, even if such negotiations are successful, we expect to be left with no more than a small minority interest in Cablecom. Therefore, we anticipate that, in the near future, the results of Cablecom will no longer be reported as part of our consolidated results of operations. Accordingly, the historical financial statements contained in this Form 10-K which include Cablecom’s business and results of operations are not particularly meaningful to our current and anticipated future business and should not be relied upon as indicative of our future performance.

     Even if we retain a small minority interest in Cablecom, such interest may have little value.

     Even if we retain a small minority interest in Cablecom, the value of this small minority ownership interest will primarily depend on the amount for which Cablecom is eventually sold. As a result, it is unclear at this point whether this small minority ownership interest will have any significant value to us.

     One or more of our officers may face liability as a result of Cablecom’s “overindebtedness” which may reduce our cash available for distribution to our stockholders.

     A number of our officers are also members of the board of directors of Cablecom. Under Swiss law, a company’s board is required to file for insolvency proceedings or a debt moratorium if the company is “overindebted.” If a company’s board fails to timely file an “overindebted” company for insolvency proceedings or a debt moratorium, then, under Swiss law, the directors of that company may face certain liabilities. If any of our officers are the subject of any causes of action resulting from an untimely filing of Cablecom for insolvency proceedings or a debt moratorium, then we may be obligated to fund any expenses or losses incurred by these officers to the extent our insurance would not cover them. Any amount paid by us to these officers could reduce the cash available for distribution to our stockholders.

Risk Factors Relating to Our Investment in Premium TV

     If one or more of Premium TV’s contracts is terminated, then Premium TV’s burden of its costs would increase and Premium TV’s ability to continue operations could be impaired.

     Premium TV has a number of interrelated management agreements and joint venture agreements. Premium TV has been notified by one of its joint venture partners that it wishes to terminate a contract. Premium TV has taken action to defend its rights under this contract. It strongly believes that it has fulfilled its material obligations under the agreement and that there is no basis on which it might lawfully be terminated. However, if the contract were terminated, it could have a material adverse effect on Premium TV’s business.

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     Premium TV’s major revenue sources depend on the penetration of broadband technology.

     Premium TV’s main assets are the internet rights it has with over 75 UK football clubs to make available to users certain data and video content of these football clubs through premium subscriptions. As a result, these premium subscriptions are some of Premium TV’s main revenue sources. Because this content is downloaded fastest and best viewed over the internet via broadband technology, Premium TV’s ability to achieve its targeted revenue will depend on the rate of penetration of broadband technology in the United Kingdom.

     The lack of solvency of UK professional football clubs may have a negative effect on Premium TV’s business.

     A number of the football clubs with which Premium TV has entered into internet/media rights joint ventures and other arrangements are currently experiencing financial difficulties. As a result of these financial difficulties, the football clubs could seek, among other things, to make organizational changes, including staff reductions or other changes, to reduce marketing or other support of Premium TV initiatives, to reduce capital expenditures, to renegotiate contractual terms or to cease operations entirely. Any of these developments may have a material adverse effect on Premium TV’s business.

Risk Factors Relating to NTL Asia

     If the demand for NTL Asia’s operations does not increase, NTL Asia may not be able to continue its operations.

     The market for broadcast services in Asia has been slow to evolve and, as a result, demand for NTL Asia’s services has been lower than expected. If this demand does not increase, then NTL Asia’s revenue without additional financing may not be sufficient to cover its expenses.

     The current social circumstances in the NTL Asia region will likely affect the business of NTL Asia.

     As a result of the war in Iraq, NTL Asia’s business is potentially affected due to factors of discrimination through association with UK or US ownership. In addition, the current health scare related to the potential SARS epidemic is a risk to the effective operation of NTL Asia’s business.

     Actual results may turn out to be materially different from any forward-looking statements included or incorporated by reference in this annual report on Form 10-K.

     Certain statements contained in this Form 10-K may constitute “forward-looking statements.” When used in this Form 10-K, the words, “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “may,” “could,” “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 our company and our subsidiaries and affiliated joint ventures, or industry results, to be materially different from those contemplated or projected, forecasted, estimated or budgeted, whether expressed or implied, by such forward-looking statements.

     Such factors include, among others, those set forth in this section under the caption “Risk Factors” as well as: our ability and the ability of our subsidiaries and affiliated joint ventures to continue as going concerns; the ability to obtain trade credit and shipments and terms with vendors and service providers for current orders; our ability to maintain contracts that are critical to their respective

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operations; potential adverse developments with respect our liquidity, operations or results of operations; the ability to fund and execute our business plans; the ability to attract, retain and compensate our key executives and associates; our ability to attract and retain customers; general economic and business conditions; technological developments; our 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; assumptions about customer acceptance, churn rates, overall market penetration and competition from providers of alternative services; the impact of restructuring and integration actions; the impact of new business opportunities requiring significant up-front investment; and interest rate and currency exchange rate fluctuations. We assume no obligation to update the forward-looking statements contained or incorporated by reference herein to reflect actual results, changes in assumptions or changes in factors affecting such statements.

Where You Can Find More Information

     We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. In addition, our filings are available on our website at http://www.ntleurope.com.

Item 2. Properties

interim measures, including, among other things, that Cablecom transmit the digital television signals of Teleclub on the Cablecom network, and stating that any appeal of the preliminary order would not have the effect of suspending the interim orders contained therein. The Appeals Commission in Competition Matters has confirmed such interim measures. Cablecom has chosen not to pursue a further appeal. As a result, on December 16, 2002, Cablecom commenced distribution of Teleclub’s digital signal over Cablecom’s network. In the main proceeding, Teleclub is asking the Competition Commission to issue a permanent order pursuant to which Cablecom should be forced to distribute its programs in the manner described above. In addition, Teleclub is also asking the Competition Commission to set conditions, including prices, that Cablecom should be permitted to impose on Teleclub in connection with the distribution of its programs.

     On April 15, 2002, a funding request for approximately $20 million was received by Old NTL under the terms of the investment agreement relating to Old NTL’s investment in B2. Old NTL informed B2 and the other principal investors that it was not in a position to comply with the request for funding. The B2 investment agreement provides that if Old NTL fails to provide such funding, it may be sued for non-payment and arguably could lose certain rights under the B2 shareholders’ agreement including its interest in B2.

     On October 4, 2002, Old NTL filed a motion with the bankruptcy court to reject the B2 investment agreement and shareholders’ agreement under section 365 of the bankruptcy code, and the bankruptcy court subsequently authorized Old NTL’s rejection of the agreements. On November 8, 2002, B2 and the other principal shareholders filed proofs of claim with the bankruptcy court asserting their right to recover: (1) approximately $20 million from Old NTL in respect of the unpaid funding request; (2) unspecified damages for Old NTL’s failure to perform under the relevant agreements; and (3) unspecified costs and expenses incurred in the exercise of their remedies under the agreements, and reserved their other rights to avail themselves of any remedies under the agreements.

     On April 30, 2003, NTL Delaware, together with its subsidiaries NTL Sweden SPV Inc. and Nogenta Swedish Acquisition Holding B.V., entered into a settlement agreement with B2 and the other principal shareholders relating to, among other things, the transfer of certain securities in B2. Under this settlement agreement, the NTL Europe parties have agreed to transfer their interest in B2 to the other shareholders in exchange for approximately $375,000 in cash or certain securities of a B2 affiliate and mutual releases among the parties to the dispute. In connection with the mutual releases, the settlement agreement provides that B2 and the other principal shareholders will withdraw, or otherwise assist NTL Delaware in obtaining bankruptcy court denial of, the proofs of claim filed by B2 and the other principal shareholders in the bankruptcy court. The closing of the transaction is subject to customary closing conditions, but the NTL Europe releases are effective unless the NTL Europe parties breach their respective obligations under the agreement.

     On May 1, 2003, Owl Creek Asset Management, L.P., one of Old NTL’s creditors, filed an amended complaint against CRT Capital Group LLC, New NTL and us in U.S. Bankruptcy Court for the Southern District of New York. The amended complaint concerns certain “when-issued” trades of New NTL’s common stock made by Owl Creek with CRT prior to a subsequent modification of Old NTL’s plan of reorganization. Under the modified plan, Old NTL’s creditors were entitled to receive only one-fourth the number of shares of New NTL common stock contemplated prior to the modification. Therefore, certain holders of New NTL common stock sold more stock on the “when-issued” market than they ultimately received under the amended plan. On January 16, 2003, the bankruptcy court entered an order providing that sellers of New NTL’s common stock on the “when-issued” market may settle such trades by reducing the number of shares traded in each such transaction by 25% and increasing the per share purchase price for such shares by 400%. The order provided that buyers in such trades were required to accept such a settlement, but the order was dissolved on February 5, 2003. In addition to its

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claims against CRT, Owl Creek has asserted claims against New NTL and us for breach of fiduciary duty, gross negligence, breach of contract, promissory estoppel, contribution and indemnification, alleging that Old NTL’s creditors should have been better informed of the changes to New NTL’s common stock under the plan. Since the securities that are the subject of the complaint are those of New NTL, we do not believe we have any material exposure with respect to this claim.