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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ý Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

FISCAL YEAR ENDED DECEMBER 31, 2003

or

o Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from to                    to                   

Commission File No. 000-496-58

UnitedGlobalCom, Inc.
(Exact name of Registrant as specified in its charter)

4643 South Ulster Street, Suite 1300
Denver, CO 80237
(Address of principle executive offices)

Registrant's telephone number, including area code: (303) 770-4001

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

Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $0.01 per share

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 ý 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 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 ý No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant's most recently completed second fiscal quarter: $507.7 million.

The registrant's outstanding common stock as of March 12, 2004 consisted of:

Class A common stock – 387,666,548 shares of a total authorized of 1,000,000,000
Class B common stock –  10,493,461 shares of a total authorized of 1,000,000,000
Class C common stock – 385,828,203 shares of a total authorized of   400,000,000

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TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

(a) General Development of Business

We are the largest international broadband communications provider of video, voice and Internet services with operations in 15 countries outside the United States. Our networks reach approximately 12.7 million homes and serve approximately 7.5 million video subscribers, 733,000 voice subscribers and 924,200 Internet access subscribers. UGC Europe, Inc. (together with its subsidiaries "UGC Europe"), our largest consolidated operation, is a leading pan-European broadband communications company. Through its broadband networks, UGC Europe provides video, high-speed Internet access, telephone and programming services. UGC Europe's operations are currently organized into two principal divisions – UPC Broadband and chellomedia. UPC Broadband delivers video, high-speed Internet access and telephone services to residential customers. chellomedia provides broadband Internet and interactive digital products and services, produces and markets thematic channels, operates our digital media center and operates a competitive local exchange carrier ("CLEC") business providing telephone and data network solutions to the business market under the brand name Priority Telecom. Our primary Latin American operation, VTR GlobalCom S.A., ("VTR") is Chile's largest multi-channel television and high-speed Internet access provider in terms of homes passed and number of subscribers, and Chile's second largest provider of residential telephone services, in terms of lines in service. We also have an approximate 19% interest in SBS Broadcasting S.A. ("SBS"), a European commercial television and radio broadcasting company, and an approximate 34% interest in Austar United Communications Ltd. ("Austar United"), a leading pay-TV provider in Australia.

UnitedGlobalCom, Inc. (together with its subsidiaries the "Company", "UGC", "we", "us", "our" or similar terms) was formed in February 2001 as part of a series of planned transactions with Old UGC, Inc. ("Old UGC", formerly known as UGC Holdings, Inc., now our wholly owned subsidiary) and Liberty Media Corporation (together with its subsidiaries and affiliates "Liberty"), which restructured and recapitalized our business. Old UGC has operated international broadband communications companies since 1989.

Recent Organizational and Financial Developments

United Pan-Europe Communications N.V. Reorganization

In September 2003, as a result of the consummation of UPC's plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code and insolvency proceedings under Dutch law, UGC Europe acquired all of the stock of, and became the successor issuer to, UPC. Prior to UPC's reorganization, we were the majority stockholder and largest single creditor of UPC. We became the holder of approximately 67% of UGC Europe's common stock in consideration for the equity and debt of UPC that we owned prior to UPC's reorganization.

UGC Europe Exchange Offer and Merger

On December 18, 2003, we completed an exchange offer pursuant to which we offered to exchange 10.3 shares of our Class A common stock for each outstanding share of UGC Europe common stock not owned by us. On December 19, 2003, we effected a short-form merger between UGC Europe and one of our subsidiaries on the same terms offered in the exchange offer. We issued approximately 172.2 million shares of our Class A common stock to third parties in connection with the exchange offer and merger. We now own all of the outstanding equity securities of UGC Europe.

Liberty Acquisition of Controlling Interest

On January 5, 2004, Liberty acquired approximately 8.2 million shares of Class B common stock from our founding stockholders in exchange for securities of Liberty and cash (the "Founders Transaction"). Upon the completion of this exchange and subsequent acquisitions of our stock, Liberty owns approximately 55% of our common stock, representing approximately 92% of the voting power. Beginning with the next annual meeting of our stockholders, the holders of our Class A, Class B and Class C common stock will vote together as a single class in the election of our directors. Liberty now has the ability to elect our entire board of directors and otherwise to generally control us. The closing of the Founders Transaction resulted in a change of control of us.

Upon closing of the Founders Transaction, our existing standstill agreement with Liberty terminated, except for provisions of that agreement granting Liberty preemptive rights to acquire shares of our Class A common stock. These preemptive rights will survive indefinitely, as modified by an agreement dated November 12, 2003, between Liberty and us. The former standstill agreement restricted the amount of our stock that Liberty could acquire and restricted the way Liberty could vote our stock. On January 5, 2004,

2

Liberty entered into a new standstill agreement with us that generally limits Liberty's ownership of our common stock to 90% or less, unless Liberty makes an offer or effects another transaction to acquire all of our common stock. Except in the case of a short-form merger in which our stockholders are entitled to statutory appraisal rights, such offer or transaction must be at a price at or above a fair value of our shares determined through an appraisal process if a majority of our independent directors has voted against approval or acceptance of such transaction.

Rights Offering

We distributed to our stockholders of record on January 21, 2004, transferable subscription rights to purchase shares of our Class A, Class B and Class C common stock at a per share subscription price of $6.00. The rights offering, which expired on February 12, 2004, was fully subscribed, resulting in gross proceeds to us of approximately $1.0 billion. We issued approximately 83.0 million shares of our Class A common stock, 2.3 million shares of our Class B common stock and 84.9 million shares of our Class C common stock in the rights offering.

Noos Transaction

On March 15, 2004, we signed a share purchase agreement with SUEZ, a French utility group, to acquire France's largest cable operator, Noos. The price of the transaction values the enterprise at approximately 7.25 times its annualized 2004 EBITDA at closing, capped at a maximum price of €660.0 million. SUEZ will acquire a 20% interest in our combined French operations. The transaction is subject to regulatory approval.

(b) Financial Information About Industry Segments

Financial information about industry segments appears in our financial statements included in Item 8 – Financial Statements and Supplementary Data.

(c) Narrative Description of Business

Broadband Services

We offer a variety of services over our cable networks, including analog video, digital video, high-speed Internet access and telephone services. Available service offerings depend on the bandwidth capacity of our cable networks. As bandwidth increases, the information-carrying capacity of the system increases. When we upgrade our network, we replace parts of the coaxial cable with fiber optic lines and upgrade the remaining coaxial cable to provide for two-way transmission and increase transmission speed and bandwidth. This upgrading allows signals to be sent to and from the subscriber's home, enabling us to provide enhanced video, telephone, and Internet access services. As of December 31, 2003, approximately 59% of our network is capable of handling two-way communications.

We plan to continue increasing our growth in average revenue per subscriber, commonly known as "ARPU", through rate increases for our video services, migrating more customers to our digital offerings, which include premium programming and enhanced pay-per-view services, and increasing penetration in higher ARPU services such as high-speed Internet access and telephone services. We receive the majority of our revenues from subscription services. Subscribers typically pay us on a monthly basis and generally may discontinue services at any time (subject to a notice period that varies by country and other contractual restrictions). Monthly subscription rates and related charges vary according to the type of service selected and the type of equipment used by subscribers.

Analog Video Services

We offer a full range of analog video services. We tailor both our basic channel line-up and our additional channel offerings to each system according to culture, demographics, programming preferences and local regulation. Our analog video service offerings vary by country, but generally include the following:

•

Basic programming. Our basic cable service typically consists of between 10-30 channels of programming (with the exception of Chile, where over 50 channels of basic programming are provided). This service generally consists of programming provided by national television networks, local broadcast television stations, locally originated programming, including governmental and public access, and limited satellite-delivered programming. In some countries we have a lifeline service, representing the lowest regulated tier of video services, with only a few channels.

3

•

Expanded basic programming. Our expanded basic cable service, which may vary in size depending on the system's channel capacity, generally includes from 5 to 15 satellite-delivered or non-broadcast channels in addition to the basic channel line-up.

Some of our subscribers in Eastern Europe and Chile receive our video services broadcast directly to the home via geosynchronous satellites, commonly known as "DTH".

Digital Cable Services

Digital compression technology enables us to substantially increase the number of channels our cable systems can carry, thereby providing a significant number of additional programming choices to our subscribers, such as near video-on-demand and video-on-demand, commonly known as "NVOD" and "VOD", interactive television and customizable programming guides. At the home, a set-top video terminal, often referred to as a "digital set-top box," converts the digital signal into analog signals that can be viewed on a television set. Subscribers typically pay us on a monthly basis for digital cable services and generally may discontinue services at any time. Monthly rates vary generally according to the level of service and the number of digital set-top boxes selected by the subscriber. Our digital service offerings vary by country, but generally include:

•

Basic services. Our digital basic package generally includes over 50 channels of programming in various genres.

•

Premium services. Our premium services generally offer, without commercial interruption, movies, live and taped sporting events, concerts and other special features. The charge for premium services depends upon the type and number of premium channels selected by the subscriber.

•

Pay-per-view programming. Our pay-per-view service permits our subscribers to order, for a separate fee, movies and special event programs, such as professional sports and concerts on an unedited, commercial-free basis.

High-Speed Internet Services

We offer Internet services in ten countries in Europe and four in Latin America. Residential subscribers can access the Internet via cable modems connected to their personal computers at faster speeds than that of conventional modems. Our product offerings, (branded chello in Europe and Banda Ancha in Chile), include several tiers of always on, unlimited-use services, from 64 Kbps of access speed to 5 Mbps (high). Pricing for each different tier of service is determined by speed, data limits and other features.

Telephone Services

We offer telephone services in six countries in Europe and Chile. In addition to basic dial tone service, we offer a full complement of services to subscribers including caller identification, call waiting, call forwarding, call blocking, speed dial, distinctive ringing, three-way calling, voice mail and second lines.

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Operating Data

The following tables present certain subscriber data for systems we control and consolidate the results of operations in our financial statements:

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(1)

"Homes in Service Area" are homes in our franchise areas that can potentially be served, based on census data and other market information.

(2)

"Homes Passed" are homes that can be connected to our broadband network without further extending the distribution plant.

(3)

"Two-way Homes Passed" are homes passed by our network where customers can request and receive the installation of a two-way addressable set-top computer, cable modem, transceiver and/or voice port which, in most cases, allows for the provision of video, telephone and Internet services.

(4)

"Customer Relationships" are the number of customers who receive at least one level of service (video/telephone/Internet) without regard to which service(s) they subscribe.

(5)

"Analog Cable Subscriber" is comprised of basic analog customers and lifeline customers that are counted on a per connection basis. Commercial contracts such as hotels and hospitals are counted on an equivalent bulk unit ("EBU") basis. EBU is calculated by dividing the bulk price charged to accounts in an area by the most prevalent price charged to non-bulk residential customers in that market for the comparable tier of service.

(6)

"DTH Subscriber" is a home or commercial unit that receives our video programming broadcast directly to the home via geosynchronous satellites.

(7)

"Digital Cable Subscriber" is a home or commercial unit connected to our distribution network with one or more digital converter boxes that receives our digital video service. A Digital Cable Subscriber is also counted as an Analog Cable Subscriber.

(8)

"Internet Homes Serviceable" are homes that can be connected to our broadband network where customers can request and receive Internet access services.

(9)

"Internet Subscriber" is a home or commercial unit with one or more cable modems connected to our broadband network, where a customer has requested and is receiving high-speed Internet access services.

(10)

"Telephone Homes Serviceable" are homes that can be connected to our broadband network (or twisted pair network in Hungary), where customers can request and receive voice services.

(11)

"Telephone Subscriber" is a home or commercial unit connected to our broadband network (or twisted pair network in Hungary), where a customer has requested and is receiving voice services.

(12)

"Revenue Generating Unit" ("RGU") is separately an Analog Cable Subscriber, DTH Subscriber, Digital Cable Subscriber, Internet Subscriber or Telephone Subscriber. A home may contain one or more RGUs. For example, if a residential customer in our Austrian system subscribed to our analog cable service, digital cable service, telephone service and high-speed Internet access service, the customer would constitute four RGUs. "Total RGUs" is the sum of Analog, DTH, Digital Cable, Internet and Telephone Subscribers.

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Broadband Services by Country

The Netherlands

We operate the largest cable network in The Netherlands in terms of number of subscribers. We provide services to over 30% of Dutch households. Our subscribers are located in six regional clusters, including the major cities of Amsterdam and Rotterdam. Our network is approximately 91% upgraded to two-way capability, with approximately 94% of our cable subscribers served by a system with a bandwidth of at least 860 MHz.

We offer analog television services to approximately 91% of the households in our footprint. We launched digital cable service in 1999, and approximately 82% of our homes passed are capable of receiving digital television. We offer our digital cable subscribers a basic package of 58 channels with an option for 15 additional general entertainment, movie, sports, music and ethnic channels or packages and an electronic program guide. Our digital cable service offers NVOD services, interactive services and is capable of emailing via the television to 57% of our homes passed.

We offer five tiers of high-speed Internet access service under the brand name chello, with download speeds ranging from 128 Kbps to 4.6 Mbps. chello starter, chello entry, chello light, chello classic and chello plus offer download speeds of 128 Kbps, 400 Kbps, 1.0 Mbps, 2.6 Mbps and 4.6 Mbps, respectively.

We launched telephone services in 1998, and are capable of providing multi-feature services to approximately 62% of the homes in our networks. We offer several extra telephone features such as voice mail and wake up service. During 2004, we plan to begin offering telephone services to our two-way upgraded homes by applying IP-based technology.

In September 2003, we began offering incentives to customers who subscribe to more than one service other than the basic analog subscription. Bundles consist of two or more combinations of our three main services—digital cable, high-speed Internet access and telephone service, and their variants. During 2004, we plan to offer a variety of up to ten bundles. The incentives we provide to our subscribers vary from a monthly recurring discount to 30 free call minutes or a free NVOD movie.

In 2004, we launched self-install for all of our Internet access services which allows subscribers to install themselves and save money on the installation fee. We also plan to launch self-install for our digital cable and telephone services during 2004. Currently 50% of our new chello Internet access subscribers have chosen to self-install their new service.

Austria

We own and operate the largest cable television system in Austria in terms of number of homes passed and number of subscribers. Our subscribers are located in regional clusters encompassing the capital city of Vienna, two other regional capitals and two smaller cities. Each of the respective cities in which we operate owns, directly or indirectly, 5% of our operating company. Our network in Austria is over 99% upgraded to two-way capability, with 97% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz. Our system that serves Vienna operates one of the largest clusters of cable systems in Europe in terms of subscribers served from a single headend.

We provide a single offering for analog TV that consists of 34 channels, mostly in the German language. We initially launched an expanded basic tier of analog TV and a pay-per-view service in 1997. This was replaced in the second half of 2001 when we launched digital video services in Austria. Our digital platform is one of the most sophisticated in Europe, offering more than 100 regular and premium TV channels, plus NVOD, interactive services, e-mail functionality and an electronic program guide. Later in 2004 we plan to offer subscription video-on-demand, or "SVOD", and true-video-on-demand, commonly known as "TVOD". Our premium content includes first run movies, as well as specific ethnic offerings, for example Serb and Turkish channels.

High-speed Internet access services were launched in 1997 and we currently offer five tiers of service to subscribers under the chello brand, in all the cities in our footprint. Download speeds for these tiers range from 256 Kbps to 2 Mbps. Most of our Internet access subscribers use services with a transfer speed of 1.024 Mbps download and 128 Kbps upload, branded chello classic. We started to diversify our Internet access services by launching chello plus (premium tier with 1.536 Mbps download speed) in Q2 2001 and launched chello light (lower tier) in late 2003. We also provide a chello professional product to small office/home office, or "SOHO", subscribers and a chello student product to university students. Approximately 32% of our cable subscribers also receive Internet access service, representing approximately 90% of our Internet access subscribers in Austria.

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Telephone services were launched in 1998 and we are technically capable of providing multi-feature telephone lines to the vast majority of our residential subscribers. We offer basic dial tone service as well as several value-added services, including voice mail, caller ID, speed dial, wake-up service, call waiting, call forwarding, local bill detail, access control service, and unlisted number, some of which are provided as part of the normal monthly line rental charge. We primarily provide service to residential customers who require one or two telephone lines. We also have cooperation with the third largest mobile phone operator in Austria to offer a bundled product of fixed line and mobile telephone services under the brand "Take Two". More than 100,000 of our customers subscribe to this product.

In 2001 we introduced bundled services and have focused on selling product bundles rather than individual services since then. Currently we have a ratio of approximately 1.5 services per subscriber. Our product offering, market communication and sales structure are based on promoting product bundles.

France

We are one of the largest cable television providers in France in terms of homes passed and number of subscribers. Our major operations are located in suburban Paris, the Marne la Vallee area east of Paris and Lyon, with our other operations spread throughout France. Our network is approximately 50% upgraded to two-way capability, with 83% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz. In 2003 we launched a new digital TV platform throughout 90% of our homes passed. This platform offers two basic packages—63 channels and 78 channels (including set-top-box rental). Programming includes series, general entertainment, youth, sports, news, documentary, music, lifestyle and foreign channels. With the expanded basic tier, we provide three movie premium packs, a pay-per-view service, two "a la carte" channels and several Canal+ channels. We intend to migrate most of our analog subscribers to this new digital tier. Approximately 29% of our analog cable subscribers subscribe to a bundled service (telephone and/or Internet).

High-speed Internet access service is available to 53% of our homes passed on two tiers, with an additional two tiers planned for launch. We launched a chello light service in June 2003, with download speeds at 128 Kbps. We increased the speed of our chello classic service from 512 Kbps to 768 Kbps in November 2003, and plan to increase the speed to 1 Mbps in mid 2004. Approximately 75% of all our Internet subscribers also subscribe to another service (video and/or telephone).

We launched telephony services to selected areas of our network in 1998. We are capable of providing multi-feature telephone service to 50% of our homes passed. Local number portability was introduced in 2003, which allows subscribers to change to our network and retain their current telephone number. Approximately 63% of our telephone customers subscribe to a bundled service (video and/or Internet).

Norway

We are Norway's second largest cable television operator in terms of number of subscribers. Our main network is located in Oslo and our other systems are located primarily in the southeast and along the southwestern coast. Our network in Norway is approximately 46% upgraded to two-way capability, with 30% of our cable subscribers served by a system with a bandwidth capacity of at least 860 MHz. Digital TV services were launched in 2001 and 37% of our network is digital TV ready.

Our basic analog cable package is the plus-package with 23 channels in various genres. In addition to the plus-package, customers can subscribe to pairs of channels from the upper level tier. Our highest analog tier, the total-package, includes the plus-package and 12 additional channels. All analog customers can also subscribe to different movie, sports, entertainment and ethnic channels. Approximately 60% of our customer base consists of multi-dwelling units ("MDUs"), with a discounted pricing structure. On March 1, 2004, we launched a new lower-tier analog cable package with 15 channels.

Our basic digital TV package consists of 27 channels. The upper level package is our total-DTV package, with an additional 23 channels. Basic DTV customers can subscribe to pairs of channels from the Total-DTV package for an additional fee. DTV customers can choose different movie, sports, entertainment and ethnic channels from an a la carte menu by paying per channel.

We were the first company in Norway to launch high-speed Internet access in 1999. Currently we offer our customers three different tiers: chello light (256 Kbps/64 Kbps download/upload speed); chello classic (768 Kbps/128 Kbps); and chello plus (1.024 Mbps/256 Kbps). chello light was launched in 2003 and is currently the cheapest Internet access subscription fee in Norway. In 2004 we plan to increase the number of available tiers to five in 2004, with download speeds ranging from 128 Kbps to 4 Mbps.

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We launched telephony services in our Oslo network in 1998 and we have the capability to provide feature-rich telephone services to 30% of our homes passed.

Sweden

We operate cable television and communications systems serving the greater Stockholm area. We operate on leased fiber from Stokab AB, a city controlled entity with exclusive rights to lay cable ducts for communications or broadcast services in the city of Stockholm. These lease terms vary from 10 to 25 years, and expire beginning in 2012 through 2018. The network is built according to the tree and branch concept with a bandwidth capacity of at least 550 MHz. Approximately 96% of our homes connected are upgraded to two-way capability. We provide all of our analog TV subscribers with a lifeline service consisting of four "must-carry" channels. In addition to this lifeline service, we offer analog and digital tiered services ranging from a 12 channel analog basic package up to a digital package with 59 channels. We distribute a wide variety of TV channels, including domestic, foreign, sport and premium movie/adult channels, as well as digital event channels such as seasonal sport and real life entertainment events. Approximately 38% of our connected homes subscribe to the lifeline analog TV service only. Approximately 9% of our analog TV subscribers are also digital TV subscribers.

We began offering high-speed Internet services to our cable customers under the brand name chello in 1999. Currently three tiers of high-speed Internet access service are available to residential subscribers, with download speeds of 300 Kbps to 1 Mbps. We anticipate that the top tier speed will be increased to 1.5 Mbps in 2004. Approximately 24% of our video subscribers subscribe to our Internet access service. Within the greater Stockholm area we are the second largest Internet services provider with 15% of the broadband Internet market.

Belgium

We provide cable television and communication services in certain areas of Leuven and Brussels, the capital city of Belgium. Our network is fully upgraded to two-way capability, with all of our cable subscribers served by a system with a bandwidth capacity of 860 MHz. Our basic tier television service, consisting of all Belgium terrestrial channels, regional channels and selected European channels, includes 34 channels in Brussels and 36 channels in Leuven. In both regions we offer expanded basic tier cable television services, including a "starters pack" of three channels that can be upgraded to 15 channels in Leuven and 18 channels in Brussels. The programming generally includes a selection of European and United States thematic satellite channels with a broad genre such as sports, kids, adult, nature, movies and entertainment. We also distribute three premium channels that are provided by Canal+, two in Brussels and one in Leuven.

In September 1997, we began offering broadband Internet access services under the brand name chello to our customers. The Belgium chello portfolio includes chello classic with a transfer speed of 1 Mbps download and 128 Kbps upload, chello plus and chello professional with a transfer speed of 1.5 Mbps download and 128 Kbps upload. In March 2004 we plan to implement speed increases for our data products—chello classic up to 3 Mbps download and 256 Kbps upload, chello plus up to 4 Mbps download and 384 Kbps upload and the professional product up to 5 Mbps download and 384 Kbps upload. Approximately 21% of our cable subscribers also receive Internet access service.

Poland

We own and operate the largest cable television system in Poland in terms of number of homes passed and number of subscribers. Our subscribers are located in regional clusters encompassing eight of the ten largest cities in Poland, including Warsaw and Katowice. Our network is approximately 21% upgraded to two-way capability. All of the networks that we constructed have bandwidths of at least 550 MHz. New construction of our network is being built with minimum bandwidths of 860 MHz. We continue to upgrade portions of our network that have bandwidths below 550 MHz to at least 860 MHz in an effort to prepare the networks for additional channels and services and reduce the number of satellite receivers and inventory parts required in the networks. We offer cable subscribers three different packages of cable television service. Our lowest tier, the Broadcast Package, includes 6 to 12 channels. Our next highest tier, the Intermediate Package, includes approximately 20 to 22 channels. Our highest tier, the Basic Package, includes approximately 34 to 60 channels which generally includes all Polish terrestrial broadcast channels, selected European satellite programming and regional and local programming which consists of proprietary and third party channels. For an additional monthly charge we offer two premium television services, the HBO Poland service and Canal+ Multiplex, a Polish-language premium package of three movie, sport and general entertainment channels.

We offer Internet access services under the chello brand to our cable television customers in portions of our system. We are currently expanding our Internet ready network in Warsaw, Krakow, Gdansk and Katowice and are planning to begin providing Internet access

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services in Szczecin and Lublin in the second quarter of 2004. Nearly all of our Internet access subscribers use services with transfer speed of 512 Kbps download and 128 Kbps upload (chello classic). We started to diversify our Internet access services by launching chello plus (premium tier with 768 Kbps download speed) in late 2003 and launched chello light (lower tier) in early 2004. Approximately 5.2% of our cable subscribers also receive our Internet service.

Hungary

We operate the largest cable network in Hungary in terms of homes passed and subscribers served. We offer up to four tiers of programming services (between 4 and 60 channels) and two premium channels, depending on the technical capability of the network. Programming consists of the national Hungarian terrestrial broadcast channels and selected European satellite and local programming that consists of proprietary and third party channels. Our network in Hungary is approximately 57.6% upgraded to two-way capability (minimum 550 MHz), with 50% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz.

High-speed Internet access is available under the chello brand in three tiers, with download speeds of 416 Kbps, 512 Kbps and 768 Kbps. We provide Internet services to the cities of Budapest, Sopron, Miskolc, Szombathely, Salgotarján, Debrecen, Dunaujvaros, Veszprém, Várpalota, Nyiregyháza, Nagykanizsa and Szolnok covering 568,400 homes. We plan to increase the download speed of the two top tiers to 768 Kbps and 1 Mbps, respectively, in 2004.

Monor Telefon Tarsasag Rt., one of our Hungarian operating companies, offers traditional switched telephone services over a twisted copper pair network in the southeast part of Pest County. At the end of 2003, it had 64,800 telephone subscribers using 71,700 lines. It also had 542 asymmetric digital subscriber line ("ADSL") and 3,653 dial-up Internet access subscribers.

Czech Republic

We are the largest cable operator in the Czech Republic, providing video services in more than 80 cities and towns in the Czech Republic, including Prague and Brno, the two largest cities in the country. Our network in the Czech Republic is approximately 40% upgraded to two-way capability, with 40% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz. We offer two to three tiers of programming services and two premium channel offerings. We also offer three tiers of high-speed Internet access to residential and business subscribers with download speeds of 256 Kbps to 768 Kbps. We plan to introduce two lower-speed tiers, and increase the speed of the top residential and business tier to 1 Mbps. We also provide residential telephone services to a small number of subscribers.

Romania

We are Romania's third largest cable television operator, serving 34 cities in Romania with 75% of our subscriber base in six cities: Timisoara, Cluj, Ploiesti, Focsani, Bacau and Botosani. Approximately 65% of our customers are served by a system with a bandwidth capacity of 550 MHz. We continue to upgrade our medium size systems to 550 MHz. We offer analog cable television service with 24 to 36 channels in all of our cities, which include Romania terrestrial broadcast channels, European satellite programming and regional local programming. Two extra basic packages of 6 to 10 channels each are offered in Timisoara and Ploiesti. Premium Pay TV (HBO Romania) is offered in 13 cities. We are currently test-marketing an Internet access product to a very limited amount of subscribers in one of our main systems.

Slovak Republic

We are the largest cable operator in the Slovak Republic in terms of number of homes passed and number of subscribers, including Bratislava, the capital city. Our network in the Slovak Republic is approximately 20% upgraded to two-way capability, with 23% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz. In some areas like Bratislava, our network is 50% upgraded to two-way capability. Our Slovak systems offer two tiers of cable television service and three premium services. Our lower tier, the Lifeline Package, includes 4 to 9 channels. Our most popular tier, the Basic Package, includes 16 to 40 channels that generally offer all Slovak terrestrial, cable and local channels, selected European satellite programming and special third-party programming. For an additional monthly charge we offer three premium TV services—HBO, Private Gold (adult entertainment channel) and the UPC Komfort package consisting of six third-party channels.

In 2003, we began providing Internet access services under the brand name chello to our cable television subscribers in Bratislava. We started with chello classic in April 2003, followed by chello plus in November 2003. We expect to launch additional tiers in the near future to the residential and business markets. The vast majority (95%) of our Internet subscribers use our chello classic service

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with transfer speeds of 512 Kbps download and 128 Kbps upload. Our remaining customers use our chello plus service with transfer speeds of 768 Kbps download and 256 Kbps upload. Approximately 4% of our cable subscribers within our Internet serviceable area also receive Internet access service.

Chile

We are the largest provider of video services in Chile, serving Santiago, Chile's largest city, the large regional cities of Iquique, Antofagasta, Concepcion, Viña del Mar, Valparaiso and Rancagua, and smaller cities across Chile. Approximately 98% of our video subscribers are served via wireline cable. Our network is approximately 59% upgraded to two-way capability, with 65% of our cable subscribers served by a system with a bandwidth capacity of at least 750 MHz. We have an approximate 69% market share of cable television services throughout Chile and an approximate 51% market share within Santiago. Our channel lineup consists of 53 to 69 channels segregated into two tiers of service – a basic service with 53 to 58 channels and a premium service with 11 channels. We offer basic tier programming similar to the basic tier program lineup in the United States, plus more premium-like channels such as HBO, Cinemax and Cinecanal on the basic tier. As a result, subscription to our existing premium service package is limited because our basic cable package contains similar channels. In order to better differentiate our premium service, increase the number of subscribers to premium service and increase average monthly revenue per subscriber, we anticipate gradually moving some channels out of our basic tier and into premium tiers or pay-per-view events, offering additional movies and additional adult programming on premium tiers in the future. We obtain programming from the United States, Europe, Argentina and Mexico. Domestic cable television programming in Chile is only just beginning to develop around local events such as soccer matches.

In 1999, we began offering high-speed Internet access. Currently, with a two-way network passing approximately 59% of homes passed, we offer several alternatives of always on, unlimited-use services to residences and small/home offices under the brand name Banda Ancha in 22 communities within Santiago and 12 cities outside Santiago. Subscribers can purchase a light service (64 Kbps), a moderate service (300 Kbps) or high-speed service (600 Kbps). For a moderate to heavy Internet user, our Internet service is generally less expensive than a dial-up service with its metered usage. To provide even more flexibility to the user, we also offer Banda Ancha Flex, where a low monthly flat fee includes the first 200 minutes, with metered usage above 200 minutes.

We began marketing cable telephone service to residential customers in several communities within Santiago in 1997, and today continue our wide-scale rollout of residential cable telephone service in 22 communities within Santiago and seven cities outside Santiago. Approximately 58% of the homes passed by our cable television systems are capable of using our telephone services. We are technologically capable of providing telephone service to approximately 1.0 million homes. We offer basic dial tone service as well as several value-added services, including voice mail, caller ID, speed dial, wake-up service, call waiting, call forwarding, local bill detail, access control service, unlisted number and directory assistance. We primarily provide service to residential customers who require one or two telephone lines. We also provide service to small businesses and home offices.

chellomedia and Other

chello broadband

Through agreements with UPC Broadband, chello broadband provides Internet access, on-line content, product development, aspects of customer support, local language broadband portals and marketing support for a fee, based upon a percentage of subscription and installation revenue as determined in the agreements. The agreements with UPC Broadband operating companies further provide that in the future the local operator will receive a percentage of chello broadband's ecommerce and advertising revenue.

Interactive Services

We expect the development of interactive television services will play an important role in the take up of our digital television product in Europe. Our Interactive Services Group is responsible for developing our core digital products, such as electronic program guides, television-based email, and PC / TV portals as well as other television and PC-based applications supporting various areas, including communications services and enhanced television services. We expect to offer increasing support and services built upon the core platform to enable areas such as on-screen betting, synchronous broadcast of interactive applications and games services. We have successfully completed the initial launch of our base set of interactive services in both The Netherlands and Austria.

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Transactional Television

Transactional television, branded as "Arrivo", consisting of NVOD and VOD, is another component of our digital services. Our current digital product includes 42 channels of NVOD programming in The Netherlands and 56 channels of NVOD programming in Austria. Arrivo provides digital customers with a wide range of Hollywood blockbusters and other movies. Arrivo is also in the process of developing VOD services for our operating companies and other cable operators. The VOD service will provide VOD subscribers with enhanced playback functionality and will give subscribers access to a broad array of on-demand programming, including movies, live events, local drama, music videos, kids programming, and adult programming.

Pay Television

UPCtv produces and markets its own pay television products, currently consisting of three thematic channels launched in 1999 and 2000. The channels target the following genres: extreme sports and lifestyles; women's information and entertainment; and real life documentaries. All three channels originate from our digital media center located in Amsterdam. The "DMC" is a technologically advanced production facility that services UPCtv and other clients with channel origination, post-production and satellite and fiber transmission. The DMC delivers high-quality, customized programming by integrating different video elements, languages (either in dubbed or sub-titled form) and special effects, then transmits the final product to various customers in numerous countries through our cable systems and DTH platforms, as well as through cable systems and DTH platforms not affiliated with us. We are also involved in branded equity ventures for the development of country specific programming, including Iberian Programming Services, Xtra Music, MTV Networks Polska and Sports I.

Priority Telecom

Priority Telecom is a facilities-based business telecommunications provider that focuses primarily on its core metropolitan markets in the Netherlands, Austria and Norway. Priority Telecom provides voice services, high-speed Internet access, private data networks and customized network services to over 7,700 business customers. Targeted mainly towards medium and large business customers and metropolitan/national telecommunications providers, Priority Telecom capitalizes on its dense metropolitan fiber network and experienced direct local sales force. Priority Telecom is a publicly traded company on Euronext Amsterdam under the symbol "PRIOR". We provide services to Priority Telecom, including equipment, local loop and other capacity leases, human resources, billing, information technology and co-location services.

Competition

Analog Video and Digital Cable Services

Our cable systems compete with a number of different sources that provide news, information and entertainment programming to consumers, including:

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DTH satellite service providers (systems that transmit satellite signals containing video programming, data and other information to receiving dishes of varying sizes located on the subscriber's premises);

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Local terrestrial television broadcast stations that provide off-air programming which can be received using an antenna and a television set;

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Satellite master antenna television systems, commonly known as "SMATVs", which generally serve condominiums, apartment and office complexes and residential developments;

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Multi-channel multi-point distribution systems, commonly known as "MMDS";

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Other operators who build and operate wireline communications systems in the same communities that we serve;

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Interactive online computer services, including Internet distribution of movies;

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Newspapers, magazines and book stores;

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Movie theaters;

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Live concerts and sporting events; and

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Video stores and home video products.

In order to compete effectively, our cable systems strive to provide, at a reasonable price to subscribers, new products and services, superior technical performance, superior customer service and a greater variety of video programming. We face the most competition from DTH providers in Austria, France, Norway, Poland and Sweden. We face the most competition from digital television terrestrial broadcasters in The Netherlands and Sweden. In certain areas, including Belgium, Chile, France, Poland and Sweden, our operating companies face competition from other cable television service providers.

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Internet

With respect to Internet access services and online content, we face competition from incumbent and non-incumbent telecommunications companies, other cable-based Internet service providers, non-cable-based Internet service providers and Internet portals, many of which have substantial resources. The Internet services offered by these competitors include both traditional dial-up Internet services and high-speed Internet access services using digital subscriber line ("DSL") and ADSL technology, in a range of product offerings with varying speeds and pricing, as well as interactive computer-based services, data and other non-video services to homes and businesses.

Telephone

With respect to telephone services, our operating companies face competition from the incumbent telecommunications operator in each country. These operators have substantially more experience in providing telephone services, greater resources to devote to the provision of telephone services and longstanding customer relationships. In many countries, our operating companies also face competition from other cable telephone providers, wireless telephone providers and indirect access providers.

Employees

As of December 31, 2003, we, together with our consolidated subsidiaries, had approximately 10,200 employees. Most of our operating subsidiaries are parties to collective bargaining agreements with some of their respective employees. We believe that our relations with our employees are good.

Regulation

The distribution of telephone, Internet and content businesses is regulated to a greater or lesser degree in each of the countries in which we operate. The scope of regulation varies from country to country. Adverse regulatory developments could subject us to a number of risks. These regulations could limit our growth plans, limit our revenues, and limit the number and types of services we offer in different markets. In addition, regulation may impose certain obligations on our systems that subject them to competitive pressure, including pricing restrictions, interconnect obligations, access obligations and restrictions on content we deliver, including content provided by third parties. Failure to comply with current or future regulation could expose us to various penalties.

European Union

Regulation of European markets is harmonized under the regulatory structure of the European Union ("EU"). EU law comes in various forms. Directives are the most relevant in UGC Europe's sector. Directives are legal instruments adopted by the European Parliament and the European Council acting together on a proposal from the European Commission or by the European Commission acting alone. Directives are addressed to the member states and require the member states to harmonize their national laws with the requirements of the directive by a specified date. That is, they are binding as to the ends to be achieved but not as to the specific means. Various directives harmonize the regulation of material aspects of UGC Europe's operations.

To ensure the compliance of member states with the requirements of the directives or other binding measures, the European Commission acts as the guardian of EU legislation. The European Commission will pro-actively monitor the compliance of the member states and will act on complaints. The European Commission formally addresses member states where legislation or practice is seen as inconsistent with EU law and ultimately, can refer a member state to the European Court of Justice to secure its compliance. In the sector in which UGC Europe operates, the European Commission produces regular reports highlighting compliance of the member states and takes enforcement action following direct complaints on their own initiative. In addition, member state courts and regulatory authorities are required by EU law to disregard inconsistent national laws and apply only EU law, although the extent to which this happens varies from country to country.

Since January 1, 1998, EU directives have set out a framework for telecommunications regulation that all EU member states must follow. Recently, the scope of harmonization was substantially extended by a series of directives and other instruments (the "New Package"), and now covers almost all of our telecommunications and broadcasting activities. The New Package consists of:

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Framework Directive (2002/21/EC);

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Access and Interconnection Directive (2002/19/EC);

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Authorizations Directive (2002/20/EC);

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Universal Service Directive (2002/22/EC); and

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•

Spectrum Decision (766/2002/EC).

Member states were required to harmonize their laws with these new directives effective July 25, 2003.

The final element of the New Package is the directive on Privacy and Electronic Communications (2002/58/EC), adopted on June 25, 2002. Member states had to transpose this directive into national law by October 30, 2003. The EU has therefore taken steps to substantially increase the level of harmonization across the whole range of communications and broadcasting services. Currently, UPC's markets are not fully compliant with the New Package and the European Commission has commenced enforcement actions against some member states (including Belgium, France and the Netherlands) for late transposition of the New Package. In addition, in certain countries in which we operate, we are affected by contractual arrangements with state authorities that previous owners or we entered into. The impact of the New Package under these contracts is unclear.

Of the countries in which we operate, Austria, Belgium, France, The Netherlands and Sweden are all member states of the EU. As such, these countries are required to enact national legislation that implements EU directives. Although not a EU member state, Norway is a member of the European Economic Area and has generally implemented or is implementing the same principles as EU member states. The Czech Republic, Hungary, Malta, Poland and the Slovak Republic, which will join the EU in May 2004, have started adjusting their regulatory system to EU requirements. The only European market in which we operate where EU law is not in force is Romania, which is expected to join the EU member states in 2007. Although Romania is not under an obligation to apply EU rules, it is expected to follow the EU regulatory system as well. As a result, most of the European markets in which we operate have been significantly affected by regulation initiated at the EU level.

The New Package seeks, among other things, to harmonize national regulations and licensing systems and further increase market competition. These policies seek to harmonize licensing procedures, reduce administrative fees, ease access and interconnection, and reduce the regulatory burden for telecommunications companies. The New Package relies on general competition laws, rather than regulation, to prevent operators from abusing their market power. For example, national regulators must conduct regular market analysis exercises taking into account markets defined by the European Commission as suitable for ex-ante regulation, in order to identify any operators in a dominant position who will need regulatory control. The New Package is focused on the regulation of electronic communications networks, which include cable networks and electronic communications services, which include nearly all aspects of our services.

Certain key elements of the New Package are set forth below, followed by a status for each of our key countries. This is not intended to be a comprehensive description of all aspects of regulation in this area.

Licensing.    Individual licenses for electronic communications services are not required for the operation of an electronic communications network or the offering of electronic communications services. A simple registration is required in these cases. Member states are limited in the obligations that they may place on someone who has so registered; the only obligations that may be imposed are specifically set out in an EU directive.

Access Issues.    A specific directive sets forth the general framework for interconnection of, and third party access to, networks, including cable networks. Public telecommunications network operators are required to negotiate interconnection agreements on a non-discriminatory basis with each other. In addition, some specific obligations are provided for in this directive such as an obligation to distribute wide-screen television broadcasts in that format and certain requirements to provide access to conditional access systems. Other access obligations can be imposed on operators identified as having a dominant position in a particular market. These obligations are closely based on the outcomes that would present themselves under general competition law.

We might face access obligations in circumstances where, following a market review by a national regulator, we were found to be dominant in a market identified by the European Commission as suitable for ex-ante regulation. Based on previous decisions by the European Commission, these obligations are likely to focus on the distribution of programming. However, there is substantial debate around access to cable networks by unaffiliated Internet service providers. While we are unlikely to be dominant in this area due to competition from DSL networks, we are not certain whether obligations in this area will be imposed on us in the future.

"Must Carry" Requirements.    In most countries where we provide video and radio services, we are required to transmit to subscribers certain "must carry" channels, which generally include public national and local channels. In some European countries we can be required to transmit quite a large number of channels by virtue of these requirements. Until recently, there was no meaningful oversight of this issue at the EU level. This changed when the New Package came into effect. Member states are only permitted to impose must carry obligations where they are necessary to meet clearly defined general interest objectives and where they are

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proportionate and transparent. Any such obligations must be subject to periodic review. It is not clear what effect this new rule will have in practice but we expect it to lead to a reduction of the size of must-carry packages in some countries.

API Standards.    We may use any Application Programming Interface ("API") for our digital product offerings. However, the New Package requires member states to encourage the use of open APIs. It further requires the European Commission to conduct a review before July 24, 2004 to ascertain whether interoperability and freedom of choice have been adequately achieved with respect to digital interactive video services. If the European Commission takes a negative view towards one or more member states, it has the power to mandate a particular API. Thus, the possibility exists that we may be required to use an API in one or more European markets that we do not currently use. Such a decision may have a negative impact on our cost structure and on our speed of deployment of digital interactive video services.

Consumer Protection Issues and Pricing Restrictions.    Under the New Package, we may face various consumer protection restrictions if we are in a dominant position in a particular market. However, before the implementation of the New Package, local or national regulatory authorities in many European countries where we provide video services already imposed pricing restrictions. This is often a contractual provision rather than a regulatory requirement. Often, the relevant local or national authority must approve basic tier price increases. In certain countries, price increases will only be approved if the increase is justified by an increase in costs associated with providing the service or if the increase is less than or equal to the increase in the consumer price index. Even in countries where rates are not regulated, subscriber fees may be challenged if they are deemed to constitute anti-competitive practices. These price restrictions are generally not applied to expanded basic tier or digital programming. It remains to be seen the extent to which the New Package will act to restrict these pre-existing requirements.

Other.    Our European operating companies must comply with both specific and general legislation concerning data protection, content provider liability and electronic commerce. These issues are broadly harmonized at the EU level. This is an area that may become more significant over time.

Austria.    In August 2003, Austria adopted a new law seeking to harmonize its laws with the New Package. We believe the new law is materially consistent with the New Package.

France.    France has yet to bring into law measures seeking to harmonize its laws with the New Package. The European Commission is pursuing infringement proceedings in this regard against France. We expect new laws will be adopted in France at some point during 2004, and there is currently a draft law under debate in the French Parliament. Some temporary rules have been adopted in an attempt to comply with the New Package before new legislation can be brought into effect. We expect the new rules to be substantially in accordance with the New Package, however the proposed "must carry" rules are more extensive than we believe the New Package permits. We are already litigating over an earlier French "must carry" law and will continue to press this issue both nationally and at the EU if necessary. France is a country where, due to previous law, there has been some control of UPC's activities principally regarding network build-out and ownership, by local authorities. Since the previous law required that these controls be given contractual expression, many of these are still in force. We are seeking to re-negotiate these contracts to end such obligations. Although we are having some success, there can be no assurance that we will be able to re-negotiate these contracts.

Hungary.    Hungary is not yet a member of the EU, but is expected to join the EU on May 1, 2004 and will harmonize their national laws with the EU norms before that date. In January 2004, Hungary adopted a new law seeking to harmonize its laws with the New Package. Based on initial analysis, UPC does not believe that the new law diverges materially from the New Package in the way in which the regulation of UPC's business is conducted in Hungary.

The Netherlands.    The Netherlands has yet to bring into law measures seeking to harmonize its laws with the New Package. The European Commission is pursuing infringement proceedings in this regard against The Netherlands. We expect new laws will be adopted in the Netherlands in 2004. In addition, in many parts of the Netherlands, we are a party to contracts with local municipalities that seek to control aspects of our Dutch business including, in some cases, pricing and package composition. The enforceability of these contracts is currently in dispute. For example, we recently prevailed in a court case against one municipality where the court ruled that it was in conflict with the Dutch Constitution for a municipality to seek to impose or enforce restrictions of this kind.

Poland.    Poland is expected to join the EU on May 1, 2004 and will harmonize its national laws with the EU norms before that date. Currently Poland's laws are not fully compliant with the New Package. For example, Polish legislation on "must carry" is imprecise, leading to the possibility that we may be required to carry more channels than is compatible with the New Package. A variety of new legislation is under discussion although we do not expect Poland to be compliant with the New Package in the near future.

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European Competition Law and Other Matters

EU rules and national consumer protection and competition laws in most of our European markets impose limitations on the pricing and marketing of integrated packages of services, such as video, telephone and Internet access services. These limitations are common in developed market economies and are designed to protect consumers and ensure a fair competitive market. While we may offer our services in integrated packages, we are generally not permitted to make subscription to one service, such as cable television, conditional upon subscription to another service, such as telephone, that a subscriber might not otherwise take. In addition, in areas where our power is greater, we must not abuse or enhance a dominant market position through unfair anti-competitive behavior. For example, cross-subsidization between our business lines that would have this effect would be prohibited. As we become larger throughout the EU and in individual countries in terms of service area coverage and number of subscribers, it is likely that competition and consumer protection laws would have a greater impact on our European business and growth. The competition law of the EU and individual countries may lead regulatory authorities to prevent or permit certain acquisitions, dispositions or business relationships subject to certain conditions.

Chile

Cable and telephone applications for concessions and permits are submitted to the Ministry of Transportation and Telecommunications, which, through the Subsecretary of Telecommunications, is the government body in Chile responsible for regulating and granting concessions and registering all telecommunications. Wireline cable television licenses are non-exclusive and granted for indefinite terms, based on a business plan for a particular geographic area. Wireless licenses have renewable terms of 10 years. VTR has cable permits in most major and medium sized markets in Chile. Cross ownership between cable television and telephone is also permitted.

The General Telecommunications Law of Chile allows telecommunications companies to provide service and develop telecommunications infrastructure without exclusive rights to serve. Chile currently has a competitive, multi-carrier system for international, local and long distance telecommunications services. Regulatory authorities currently determine prices for local services until the market is determined to be competitive. The maximum rate structure is determined every five years. The current rate structure is scheduled to expire in May 2004. Local service providers with concessions are obligated to provide service to all concessionaires who are willing to pay for an extension to get service. Local providers must also give long distance service providers equal access to their network connections.

(d) Financial Information About Geographic Areas

Financial information about geographic areas appears in our financial statements included in Item 8 – Financial Statements and Supplementary Data.

(e) Available Information

We, as a reporting company, are subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and accordingly file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. As an electronic filer, our public filings are maintained on the SEC's Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov. In addition, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act may be accessed free of charge through our website as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. Also, our code of business conduct and code of ethics is available on our website and amendments to and waivers from the code of ethics will be disclosed through our website. The address of our website is http://www.unitedglobal.com.

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ITEM 2. PROPERTIES

Our principal physical assets consist of broadband networks and equipment, including signal receiving, encoding and decoding devices, headend reception facilities, distribution systems and customer drop equipment for each of our broadband networks. Our broadband plant and related equipment are either attached to utility poles under pole rental agreements with local public utilities and telephone companies, or buried in underground ducts or trenches. We own or lease real property for signal reception sites and own most of our service vehicles. We lease our executive offices in Denver, Colorado. Our various operating companies lease or own their respective administrative offices, headend facilities, tower sites and other property necessary for their operations. We generally own the towers on which our equipment is located. The physical components of our broadband networks require maintenance and periodic upgrades to support the new services and products we introduce. We believe that our properties are in good operating condition and are suitable for our business operations.

ITEM 3. LEGAL PROCEEDINGS

The following is a description of certain legal proceedings to which we or one of our subsidiaries is a party. From time to time we may become involved in litigation relating to claims arising out of our operations in the normal course of business. In our opinion, the ultimate resolution of these legal proceedings would not likely have a material adverse effect on our business, results of operations, financial condition or liquidity.

Cignal

On April 26, 2002, UPC received a notice that certain former shareholders of Cignal Global Communications ("Cignal") filed a lawsuit against UPC in the District Court in Amsterdam, The Netherlands, claiming $200.0 million alleging that UPC failed to honor certain option rights that were granted to those shareholders in connection with the acquisition of Cignal by Priority Telecom. UPC believes that it has complied in full with its obligations to these shareholders through the successful consummation of the initial public offering of Priority Telecom on September 27, 2001. Accordingly, UPC believes that the Cignal shareholders' claims are without merit and intends to defend this suit vigorously. In December 2003, certain members and former members of the Supervisory Board of Priority Telecom were put on notice that a tort claim may be filed against them for their cooperation in the initial public offering.

Excite@Home

In 2000, certain of our subsidiaries, including UPC, pursued a transaction with Excite@Home, which if completed, would have merged UPC's chello broadband subsidiary with Excite@Home's international broadband operations to form a European Internet business. The transaction was not completed, and discussions between the parties ended in late 2000. On November 3, 2003, we received a complaint filed on September 26, 2003 by Frank Morrow, on behalf of the General Unsecured Creditors' Liquidating Trust of At Home in the United States Bankruptcy Court for the Northern District of California, styled as In re At Home Corporation, Frank Morrow v. UnitedGlobalCom, Inc. et al. (Case No. 01-32495-TC). In general, the complaint alleges breach of contract and fiduciary duty by UGC and Old UGC. The action has been stayed as to Old UGC by the Bankruptcy Court in the Old UGC bankruptcy proceeding. The plaintiff has filed a claim in the bankruptcy proceedings of approximately $2.2 billion. We deny the material allegations and intend to defend the litigation vigorously.

HBO

UPC Polska was involved in a dispute with HBO Communications (UK) Ltd., Polska Programming B.V. and HBO Poland Partners (collectively "HBO") concerning its cable carriage agreement and its D-DTH carriage agreement for the HBO premium movie channel. In February 2004, the matter was settled and UPC Polska paid $6.0 million to HBO.

ICH

On July 4, 2001, ICH, InterComm France CVOHA ("ICF I"), InterComm France II CVOHA ("ICF II"), and Reflex Participations ("Reflex," collectively with ICF I and ICF II, the "ICF Party") served a demand for arbitration on UPC, Old UGC, and its subsidiaries, Belmarken Holding B.V. ("Belmarken") and UPC France Holding B.V. The claimants alleged breaches of obligations allegedly owed by UPC in connection with the ICF Party's position as a minority shareholder in Médiaréseaux S.A. In February 2004 the parties entered into a settlement agreement pursuant to which UPC purchased the shares owned by the ICF Party in Médiaréseaux S.A. for consideration of 1,800,000 shares of our Class A common stock.

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Movieco

On December 3, 2002, Europe Movieco Partners Limited ("Movieco") filed a request for arbitration (the "Request") against UPC with the International Court of Arbitration of the International Chamber of Commerce. The Request contains claims that are based on a cable affiliation agreement entered into between the parties on December 21, 1999 (the "CAA"). The arbitral proceedings were suspended from December 17, 2002 to March 18, 2003. They have subsequently been reactivated and directions have been given by the Arbitral Tribunal. In the proceedings, Movieco claims (i) unpaid license fees due under the CAA, plus interest, (ii) an order for specific performance of the CAA or, in the alternative, damages for breach of that agreement, and (iii) legal and arbitration costs plus interest. Of the unpaid license fees, approximately $11.0 million had been accrued prior to UPC commencing insolvency proceedings in the Netherlands on December 3, 2002 (the "Pre-Petition Claim"). Movieco made a claim in the Dutch insolvency proceedings for the Pre-Petition Claim and shares of the appropriate value were delivered to Movieco in December 2003. UPC filed a counterclaim in the arbitral proceeding, stating that the CAA is null and void because it breaches Article 81 of the EC Treaty. UPC also relies on the Order of the Southern District of New York dated January 7, 2003, in which the New York Court ordered that the rejection of the CAA was approved effective March 1, 2003, and that UPC shall have no further liability under the CAA.

Philips

On October 22, 2002, Philips Digital Networks B.V. ("Philips") commenced legal proceedings against UPC, UPC Nederland B.V. and UPC Distribution (together the "UPC Defendants") alleging failure to perform by the UPC Defendants under a Set Top Computer Supply Agreement between the parties dated November 19, 2001, as amended (the "STC Agreement"). The action was commenced by Philips following a termination of the STC Agreement by the UPC Defendants as a consequence of Philips' failure to deliver STCs conforming to the material technical specifications required by the terms of the STC Agreement. The parties have entered into a settlement agreement conditioned upon UPC Defendants entering into a purchase agreement for STCs by June 30, 2004.

Rate Increases in The Netherlands

We previously announced that we would increase rates for approximately 50% of our customers in The Netherlands, effective January 1, 2004. We have been enjoined from or have waived implementing these rate increases in certain jurisdictions within The Netherlands. As a result, we may not be able to implement these rate increases as originally announced. We are currently negotiating with the municipalities and expect a satisfactory resolution. In addition, our Dutch rate increases are subject to review by the Dutch competition authority.

UGC Europe Exchange Offer

On October 8, 2003, an action was filed in the Court of Chancery of the State of Delaware in New Castle County, in which the plaintiff named as defendants UGC Europe, UGC and certain of our directors. The complaint purports to assert claims on behalf of all public shareholders of UGC Europe. On October 21, 2003, the plaintiff filed an amended complaint in the Delaware Court of Chancery. The complaint alleges that UGC Europe and the defendant directors have breached their fiduciary duties to the public shareholders of UGC Europe in connection with an offer by UGC to exchange shares of its common stock for outstanding common stock of UGC Europe. Among the remedies demanded, the complaint seeks to enjoin the exchange offer and obtain declaratory relief, unspecified damages and rescission. On November 12, 2003, we and the plaintiff, through respective counsel, entered into a memorandum of understanding agreeing to settle the litigation and to pay up to $975,000 in attorney fees, subject to court approval of the settlement.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of stockholders of UGC was held on December 17, 2003. At the special meeting, two matters were considered and acted upon: (i) the approval of the issuance of a total of up to 172 million shares of our Class A common stock (subject to certain adjustment mechanisms), to be issued in connection with the UGC Europe Exchange Offer and the subsequent short-form merger; and (ii) the approval of our amended Equity Incentive Plan for employees, directors and consultants (the "Amended Incentive Plan Proposal"). Following is a summary of the votes for each proposal:

Issuance of Class A Common Stock Proposal

Amended Incentive Plan Proposal

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

Our Class A Common Stock trades on The Nasdaq National Market under the symbol "UCOMA." The following table shows the range of high and low sales prices of UCOMA reported on The Nasdaq National Market for the periods indicated:

(b) Holders

As of March 1, 2004, there were 162 holders of record of our Class A common stock, one holder of record of our Class B common stock and four holders of record of our Class C common stock.

(c) Dividends

We have never declared or paid cash dividends on our common stock. We do not intend to pay dividends on our common stock in the foreseeable future.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12 – Security Ownership of Certain Beneficial Owners and Management.

(e) Recent Sales of Unregistered Securities.

On February 12, 2003, we issued 368,287 shares of our Class A common stock in a private transaction pursuant to a securities purchase agreement dated February 6, 2003, among us and Alliance Balanced Shares, Alliance Growth Fund, Alliance Global Strategic Income Trust and EQ Alliance Common Stock Portfolio. In consideration for issuing the 368,287 shares of our Class A common stock, we acquired 1,833 preference shares A of UPC, nominal value €1.00 per share and warrants to purchase 890,030 ordinary shares A of UPC, nominal value €1.00 per share, at an exercise price of €42.546 per ordinary share. The closing price for our Class A common stock as reported on the Nasdaq National Market on February 6, 2003 and February 12, 2003 was $2.36 per share and $2.33 per share, respectively, making the value of the transaction approximately $0.7 million as of the contract date. There was no public market for the UPC preference shares or warrants. The following table sets forth the number of shares of Class A common stock that we issued to the Alliance Parties and the ordinary shares A and warrants that we acquired from them in such transaction. These shares of Class A common stock were subsequently registered for resale in December 2003.

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On February 13, 2003, we issued 482,217 shares of our Class A common stock in a private transaction pursuant to a securities purchase agreement dated February 11, 2003, among us and Capital Research and Management Company, on behalf of The Income Fund of America, Inc., Capital World Growth and Income Fund, Inc. and Fundamental Investors, Inc. In consideration for the 482,217 shares of our Class A common stock, we acquired 2,400 preference shares A of UPC, nominal value €1.00 per share and warrants to purchase 1,165,342 ordinary shares A of UPC, nominal value €1.00 per share, at an exercise price of €42.546 per ordinary share. The closing price for our Class A common stock as reported on the Nasdaq National Market on February 11, 2003 and February 13, 2003 was $2.40 per share and $2.26 per share, respectively, making the value of the transaction approximately $1.2 million as of the contract date. There was no public market for the UPC preference shares or warrants. These shares of Class A common stock were subsequently registered for resale in December 2003. The following table sets forth the number of shares of Class A common stock that we issued to the Capital Research Parties and the ordinary shares A and warrants that we acquired from them in such transaction.

On April 4, 2003, we issued 879,041 shares of our Class A common stock in a private transaction pursuant to a transaction agreement dated March 31, 2003, among us, a subsidiary of ours, Motorola Inc. and Motorola UPC Holding, Inc. In consideration for the 879,041 shares of our Class A common stock, we acquired 3,500 preference shares A of UPC, nominal value €1.00 per share and warrants to purchase 1,669,457 ordinary shares A of UPC, nominal value €1.00 per share, at an exercise price of €42.546 per ordinary share. On March 31, 2003 and April 4, 2003, the closing price for our Class A common stock as reported on the Nasdaq National Market was $3.05 per share and $3.50 per share, respectively, making the value of the transaction approximately $2.7 million as of the contract date. There was no public market for the UPC preference shares or warrants. These shares of Class A common stock have not yet been registered.

On April 14, 2003, we issued 426,360 shares of our Class A common stock in a private transaction pursuant to a securities purchase agreement, dated April 8, 2003, between us and Liberty International B-L LLC. In consideration for the 426,360 shares of our Class A common stock, we acquired 2,122 preference shares A of UPC, nominal value €1.00 per share and warrants to purchase 971,118 ordinary shares A of UPC, nominal value €1.00 per share, at an exercise price of €42.546 per ordinary share. On April 8, 2003 and April 14, 2003, the closing price for our Class A common stock as reported on the Nasdaq National Market was $3.46 per share and $3.68 per share, respectively, making the value of the transaction approximately $1.5 million as of the contract date. There was no public market for the UPC preference shares or warrants. These shares of Class A common stock were subsequently registered for resale in December 2003.

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ITEM 6. SELECTED FINANCIAL DATA

In the table below, we provide our selected historical consolidated financial data. We prepared this information using our consolidated financial statements for the dates indicated. The financial data presented below are not necessarily comparable from period to period as a result of several transactions, including certain mergers, acquisitions and dispositions. For this and other reasons, you should read it together with our historical financial statements and related notes and also with management's discussion and analysis of financial condition and results of operations included elsewhere herein.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides a supplement to the accompanying consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

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Overview.    This section provides a general description of our business, economic and industry-wide factors relevant to us and material opportunities, challenges and risks in our business.

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Results of Operations.    This section provides an analysis of our results of operations for all three years presented in the accompanying consolidated statements of operations.

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Liquidity and Capital Resources.    This section provides an analysis of our sources and uses of cash, capital expenditures and the amount of financial capacity available to fund our future commitments.

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Market Risk Management.    This section discusses how we manage exposure to potential losses arising from adverse changes in interest rates, foreign exchange fluctuations and equity price fluctuations.

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Critical Accounting Policies, Judgments and Estimates.    This section discusses those accounting policies that are considered important to our financial condition and results of operations and require significant judgment and uncertainties in their application.

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Cautionary Factors Concerning Forward-Looking Statements.    This section provides a description of risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results to be materially different from what is reported.

Overview

We are the largest international broadband communications provider of video, voice and Internet services with operations in 15 countries outside the United States. UGC Europe, our largest consolidated operation, is a leading pan-European broadband communications company. Through its broadband networks, UGC Europe provides video, high-speed Internet access, telephone and programming services. Our primary Latin American operation, VTR, is Chile's largest multi-channel television and high-speed Internet access provider, and Chile's second largest provider of residential telephone services.

At the operational level, we have continued to focus on profitable customer growth. During 2003 we increased the number of RGUs by adding new subscribers and by selling new services to our existing subscribers. In addition to RGU growth, we have increased ARPU through rate increases and penetration of new services. Our Internet services have been a key factor in this growth. We plan to increase revenue and operating cash flow in 2004 through rate increases for our video services, migrating more customers to our digital offerings, which include premium programming and enhanced pay-per-view services, and increasing penetration in higher ARPU services such as high-speed Internet access and telephone services. We also plan to increase RGUs, revenue and operating cash flow through acquisitions, such as the recently announced Noos transaction in France, as well as selectively extending and upgrading our existing networks.

At the corporate level, we have streamlined our organizational and capital structure which we believe will improve operating efficiencies and better position ourselves in the capital markets. We recently completed the UGC Europe Exchange Offer whereby we created a simpler, more unified capital structure in which equity investors participate in our equity at a single level. We believe this provides greater liquidity for investors due to the larger combined public float. Owning 100% of UGC Europe has also served to facilitate our investment in it and its subsidiaries, thereby creating more efficient uses of our consolidated financial resources.

We believe that there is and will continue to be growth in the demand for broadband video, telephone and Internet access services in the residential and business marketplace where we do business. We believe our triple play offering of video, telephone, and broadband access to the Internet will continue to prove attractive to our existing customer base and allow us to be competitive and grow our business.

The video, telephone and Internet access businesses in which we operate are capital intensive. Significant capital expenditures are required to add customers to our networks, including expenditures for labor and equipment costs. As technology changes in the video, telephone and Internet access industries, we may need to upgrade our systems to compete effectively in markets beyond what we currently plan. We may not have enough capital available from cash on hand, existing credit facilities and cash to be generated from operations for future capital needs. Our inability to pay for costs associated with adding new customers, expand or upgrade our networks or make our other planned or unplanned capital expenditures could limit our growth and harm our competitive position.

The telecommunications industry is highly regulated and adverse regulation of our services and rates charged to customers could decrease the value of our assets and limit our growth. In most of our markets, regulation of video services takes the form of price

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controls, programming content restrictions and ownership restrictions. To operate our telephone services, we are generally required to obtain licenses from appropriate regulatory authorities and to comply with interconnection requirements. The growth of our Internet access services may decline if more extensive laws and regulations are adopted with respect to electronic commerce. We are facing increased regulatory review from competition authorities with respect to our operations in some countries because we own interests in both video distribution and Internet access systems as well as companies that provide content for video services and Internet subscribers. In The Netherlands and at the European Union level there are debates ongoing regarding the question of what rights should be afforded to third parties in terms of access to cable networks. If we are required to offer third parties access to our distribution infrastructure for the delivery of video or Internet access services without being able to specify the terms and conditions of such access, Internet access service providers could potentially provide services that compete with our services over our network infrastructure. Providing third parties access to this distribution system may also diminish the value of our assets because we may not realize a full return on the capital that we invested in the distribution system.

The broadband communications industry is subject to rapid and significant changes in technology and the effect of technological changes on our business cannot be predicted. Our ability to anticipate changes in technology and regulatory standards and to develop and introduce new and enhanced products successfully on a timely basis will affect our ability to continue to grow, increase our revenue and number of subscribers and remain competitive. Our new products are also subject in all of our markets to lack of market acceptance, delays in development and failure to operate properly or meet customer expectations.

We rely on programming suppliers for the bulk of our programming content. We have various contracts to obtain basic and premium programming from program suppliers whose compensation is typically based on a fixed fee per customer or a percentage of our gross receipts for the particular service. Some program suppliers provide volume discount pricing structures or offer marketing support to us. Our programming contracts are generally for a fixed period of time and are subject to negotiated renewal. Our programming costs have increased in recent years and are expected to continue to increase due to additional programming being provided to our customers, increased costs to produce or purchase programming, inflationary increases and other factors. Increases in the cost of programming services have been offset in part by additional volume discounts as a result of our growth and our success in selling such services to our customers. Historically, we have been able to offset increased programming costs through increased prices to our customers. However, with the impact of competition and other marketplace factors, there is no assurance that we will be able to continue to do so. Generally, to the extent that a reduced number of customers receive a given channel, our costs of providing that channel in our line-up decreases under our programming agreements, although we may lose the benefit of certain volume discounts. We renegotiate the terms of our agreements with certain programmers as these agreements come due for renewal. To the extent that we are unable to reach agreement with certain programmers on terms that we believe are reasonable, we may be forced to remove such programming channels from our line-up by the programmers, which could result in a further loss of customer relationships. We may not be able to obtain sufficient high-quality programming for our digital video services on satisfactory terms or at all in order to offer compelling digital video services. This may reduce demand for our services, thereby lowering our future revenues. It may also limit our ability to migrate customers from lower tier programming to higher tier programming, thereby inhibiting our ability to execute our business plan. We may not be able to obtain attractive programming for our video services in the local language. This could further lower our revenues and profitability.

The markets in which we operate are competitive and often are rapidly changing. We face competition today from other cable television service providers, direct-to-home satellite service providers and terrestrial television broadcasters. In the provision of telephone services, our operating companies face competition from the incumbent telecommunications operator in each country. These operators have substantially more experience in providing telephone services and have greater resources to devote to the provision of telephone services. In many countries, our operating companies also face competition from wireless telephone providers. In the provision of Internet access services and online content, we face competition from incumbent telecommunications companies and other telecommunications operators, other cable-based and non cable-based Internet service providers. The Internet services offered by these competitors include both traditional dial-up access services and high-speed access services, such as DSL. If we are unable to compete effectively, we may lose subscribers, and our growth may suffer.

We operate all of our businesses outside of the United States. Risks inherent in foreign operations include loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, terrorism, general social unrest and other political risks, currency fluctuations, risks of increases in taxes and governmental royalties and fees and involuntary renegotiation of contracts with foreign governments. We are also exposed to the risk of changes in foreign and domestic laws and policies that govern operations of foreign-based companies.

From time to time we may acquire telecommunications companies, all of which are likely to be located outside of the United States. These acquired companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities law. While we intend to implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the effectiveness of these companies' disclosure controls and procedures or internal controls over financial reporting until we have fully integrated them.

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Results of Operations

Revenue

Revenue increased $376.5 million, or 24.9%, for the year ended December 31, 2003 compared to the prior year, primarily due to an increase in RGUs through organic subscriber growth and successfully driving higher service penetration in existing customers, as well as rate increases and strengthening of the euro against the U.S. dollar (approximately 16.1%) from period to period. Revenue decreased $46.9 million, or 3.0%, for the year ended December 31, 2002 compared to the prior year, primarily as a result of the sale of 49.99% of our interest in UAP, whereby we deconsolidated the results of operations of Austar United effective November 15, 2001 (the "Austar United Deconsolidation"), offset by increases in RGUs and ARPU. The following provides revenue detail for certain of our operating segments in U.S. dollars and in the local currency of each segment.