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Prepared by Merrill Corporation at 11-Mar-2004;16:47:12 (V1.59) HTML Page: File: [04LON1328]SUBMISSION-BEGIN EFW: 2130409 Doc Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: File: [04LON1328]SUBMISSION-BEGIN EFW: 2130409 Doc # <SUBMISSION> <TYPE> 10-K <LIVE> <DOCUMENT-COUNT> 11 <FILER> <CIK> 0000906347 <CCC>XXXXXXX </FILER> <SROS> NASD <PERIOD> 12/31/2003 <SUBMISSION-CONTACT> <NAME> EDGAR Advantage Service Team <PHONE> (800) 688 - 1933 </SUBMISSION-CONTACT> Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: File: [04LON1328]DOCUMENT-START EFW: 2130409 Doc # 1 <DOCUMENT> <TYPE> 10-K <DESCRIPTION> 10-K <FILENAME> a2130409z10-k.htm <TEXT> Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: 1 File: DISK009:[04LON8.04LON1328]BE1328A.;18 Created: 11-MAR-2004;08:59 Chksum: 52886 Folio: BLANK User: INEWLAN EFW: 2130409 Client: NTL INCORPORATED Doc # 1 QuickLinks-- Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 or ፬ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-22616 NTL Incorporated (Exact name of registrant as specified in its charter) Delaware 52-1822078 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 909 Third Avenue, Suite 2863 10022 New York, New York (Zip Code) (Address of Principal Executive Office) 110 East 59 th Street 10022 New York, New York (Zip Code) (Former address of Principal Executive Office) (212) 906-8440 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share Nasdaq National Market Warrants to purchase shares of Common Stock Nasdaq National Market 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 No 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 amendments to this Form 10-K. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No ፬ As of March 10, 2004, there were 86,999,281 shares of the Registrant's common stock, par value $0.01 per share, issued and outstanding, excluding shares of the Registrant's common stock issuable upon the exercise of Series A Warrants to purchase 10,313,158 shares of the Registrant's common stock. The aggregate market value of the Registrant's voting stock held by non-affiliates as of March 10, 2004, based on the closing price for the Registrant's common stock on the Nasdaq National Market on such date, was approximately $4.1 billion. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: 1.1 File: DISK009:[04LON8.04LON1328]BE1328A.;18 Created: 11-MAR-2004;08:59 Chksum: 52886 Folio: BLANK User: INEWLAN EFW: 2130409 Client: NTL INCORPORATED Doc # 1 DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: 2 File: DISK009:[04LON8.04LON1328]BG1328A.;13 Created: 11-MAR-2004;08:59 Chksum: 57158 Folio: 2 User: INEWLAN EFW: 2130409 Client: NTL INCORPORATED Doc # 1 TABLE OF CONTENTS Page PART I Item 1. Business 7 Item 2. Properties 44 Item 3. Legal Proceedings 45 Item 4. Submission of Matters to a Vote of Security Holders 46 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 47 Item 6. Selected Financial Data 48 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation 51 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 82 Item 8. Financial Statements and Supplementary Data 83 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 86 Item 9A. Controls and Procedures 86 PART III Item 10. Directors and Executive Officers of the Registrant 87 Item 11. Executive Compensation 92 Item 12. Security Ownership of Certain Beneficial Owners and Management 103 Item 13. Certain Relationships and Related Transactions 109 Item 14. Principal Accountant Fees and Services 114 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 115 Signatures 122 Index to Consolidated Financial Statements and Financial Statement Schedules F-1 2 Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: 3 File: DISK009:[04LON8.04LON1328]BH1328A.;5 Created: 11-MAR-2004;08:59 Chksum: 746537 Folio: 3 User: INEWLAN EFW: 2130409 Client: NTL INCORPORATED Doc # 1 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Various statements contained in this document constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated whether expressed or implied, by these forward-looking statements. These factors include: • potential adverse developments with respect to our liquidity or results of operations; • the significant debt payments commencing in 2005 and other contractual commitments coming due over the next several years; • the success of our proposed refinancing transaction; • our ability to fund and execute our business plan; • the impact of new business opportunities requiring significant up-front investments; • our ability to attract and retain customers, increase our overall market penetration and react to competition from providers of alternative services; • our ability to integrate our billing systems; • our significant management changes; • our ability to develop and maintain back-up for our critical systems; • our ability to respond adequately to technological developments; • our ability to maintain contracts that are critical to our operations; • our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, in a timely manner at reasonable costs and on satisfactory terms and conditions; • interest rate and currency exchange rate fluctuations; and • the impact of our recent reorganization and subsequent organizational restructuring. We assume no obligation to update these forward-looking statements contained in this annual report to reflect actual results, changes in assumptions or changes in factors affecting these statements. 3 Prepared by Merrill Corporation at www.edgaradvantage.comPrinted: 11-Mar-2004;16:47:12 (v1.59) HTML Page: 4 File: DISK009:[04LON8.04LON1328]CA1328A.;26 Created: 11-MAR-2004;08:59 Chksum: 975846 Folio: 4 User: INEWLAN EFW: 2130409 Client: NTL INCORPORATED Doc # 1 PART I NTL CORPORATE STRUCTURE NTL's Completed Restructuring On January 10, 2003, we emerged from reorganization under Chapter 11 of the US Bankruptcy Code. As part of the plan of reorganization, which we refer to as the Plan, we substantially reduced our indebtedness. In addition, since the completion of the Plan, we have enhanced our management team. We have a new chairman—James F. Mooney, a new chief executive officer—Simon P. Duffy, and a new chief financial officer—Scott E. Schubert. Prior to joining us, Mr. Mooney was the executive vice president and chief operating officer of Nextel Communications Inc., Mr. Duffy was the chief financial officer of Orange SA and Mr. Schubert was the chief financial officer of WilTel Communications. Pursuant to the Plan, our former parent NTL Europe, Inc., formerly known as NTL Incorporated, and its subsidiaries and affiliates were split into two separate groups, with us and NTL Europe, Inc. each emerging as independent public companies. We were renamed "NTL Incorporated" and became the holding company for the former NTL group's principal UK and Ireland assets. NTL Europe, Inc. became the holding company for the former NTL group's continental European and various other assets. All of the outstanding securities of NTL Europe, Inc. and some of its subsidiaries, including us, were cancelled. We issued shares of our common stock and Series A warrants and NTL Europe, Inc. issued shares of its common stock and preferred stock to various former creditors and stockholders. As a result, we are no longer affiliated with NTL Europe, Inc. Historical Structure of the Company We were incorporated in 1993 as a Delaware corporation and continued as a publicly-traded holding company until February 1999. From February 1999 until January 10, 2003, the effective date of the Plan, or the Effective Date, we were a wholly-owned subsidiary of NTL (Delaware), Inc., a Delaware corporation, which was incorporated in February 1999, to effect a reorganization into a holding company structure under Section 251(g) of the Delaware General Corporation Law.
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