SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

      ------------------------------------------------------------------

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): January 10, 2003

                               NTL Europe, Inc.
        ---------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)


Delaware                                   0-30673               13-4105887
-------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
Incorporation)                                               Identification No.)


                   37 Purchase Street, Rye, New York                 10580
-------------------------------------------------------------------------------
                (Address of Principal Executive Offices)          (Zip Code)

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

                               NTL Incorporated
                       110 East 59th Street, 26th Floor
                           New York, New York 10022
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


<page>


Item 5. Other Events.

I.      Background of NTL Restructuring

        As previously reported, on May 8, 2002, NTL Incorporated ("Old NTL
Inc." and, together with its debtor and non-debtor subsidiaries, "Old NTL")
and certain of its subsidiaries, namely, NTL (Delaware), Inc. ("NTL
Delaware"), NTL Communications Corp. ("NTL CC"), Diamond Cable Communications
Limited ("Diamond Cable"), Diamond Holdings Limited ("Diamond Holdings"), and
Communications Cable Funding Corp. ("Cable Funding" and together with Old NTL
Inc., NTL Delaware, NTL CC, Diamond Cable and Diamond Holdings, the "Debtors")
each filed a voluntary petition for a "prearranged" joint plan of
reorganization under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") to convert approximately $10.6 billion of debt into equity
of two separate companies.

        The filings were made on May 8, 2002 in the United States Bankruptcy
Court for the Southern District of New York located in New York, New York (the
"Bankruptcy Court"). The cases were assigned to the Honorable Allan L.
Gropper, under the case numbers 02-41316 (NTL Incorporated), 02-41317 (NTL
(Delaware), Inc.), 02-41318 (NTL Communications Corp.), 02-41321 (Diamond
Cable Communications Limited), 02-41320 (Diamond Holdings Limited), and
02-41319 (Communications Cable Funding Corp.). On May 24, 2002, the Debtors
filed a disclosure statement and an amended joint reorganization plan with the
Bankruptcy Court. On July 15, 2002, the Debtors filed an amended disclosure
statement and a second amended joint reorganization plan with the Bankruptcy
Court. On September 5, 2002, the Bankruptcy Court entered an order (the
"Confirmation Order") confirming the Second Amended Joint Reorganization Plan
of NTL Incorporated and Certain Subsidiaries, filed on July 15, 2002 (as
modified and confirmed on September 5, 2002) (the "Plan"). Old NTL Inc. issued
a press release related to the foregoing, a copy of which is filed as Exhibit
99.1 to Old NTL Inc.'s Current Report on Form 8-K filed with the United
States Securities and Exchange Commission (the "SEC") on September 5, 2002.

        The Plan became effective on January 10, 2003 (the "Effective Date"),
at which time, pursuant to the Plan, Old NTL was reorganized into two separate
groups, the holding companies for which are the corporations previously named
"NTL Incorporated" and "NTL Communications Corp." NTL Incorporated was
renamed "NTL Europe, Inc." (referred to herein as the "Company") and is the
holding company for substantially all of Old NTL's businesses and investments
in continental Europe as well as other minority investments and interests. NTL
Communications Corp. was renamed "NTL Incorporated" and is the holding company
for substantially all of Old NTL's businesses and operations in the United
Kingdom and Ireland (referred to herein as "NTL UK and Ireland").

        On the Effective Date, the Company filed the Amended and Restated
Certificate of Incorporation of NTL Incorporated (the "Charter") with the
Secretary of State of the State of Delaware, authorizing, among other things,
the change in the Company's name to NTL Europe,


                                      2
<page>


Inc. In addition, on the Effective Date and pursuant to the Plan all
previously outstanding public debt, equity securities and stock options of Old
NTL Inc. were cancelled and the Company issued 20,000,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), together with
associated preferred stock purchase rights (the "Stockholder Rights"), and
approximately 7,364,000 shares of 10% Fixed Coupon Redeemable Preferred Stock,
par value $0.01 per share (with a $50.00 liquidation preference per share)
(the "Preferred Stock"). In addition, on or as soon as practicable after the
Effective Date and pursuant to the Plan, the holders of NTL CC's senior and
subordinated notes, NTL Delaware's subordinated notes (other than France
Telecom) and Old NTL Inc.'s subordinated notes (other than France Telecom)
will receive their pro rata portion of the specified cash of NTL Delaware and
Old NTL Inc. (approximately $322 million). In accordance with the Plan, the
Company's Board of Directors has reserved 2,000,000 shares of its Common Stock
for issuance upon exercise of the management incentive options authorized for
grant under the Company's management incentive plan, a copy of which is
attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Currently, the Company does not intend to issue any options under the NTL
Europe, Inc. 2003 Stock Option Plan due to the likelihood that the options
will not have any value in the future.

        A description of the Company's capital stock and other related matters
is contained in its registration statement on Form 8-A/A filed with the SEC on
January 10, 2003 (the "Form 8- A/A"), which is incorporated by reference
herein, registering the Common Stock, the Preferred Stock and the Stockholder
Rights pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

        On the Effective Date, Old NTL Inc. released its 27.1% interest (the
"Noos Interest") in Suez Lyonnaise Telecom ("Noos") to France Telecom as part
of a compromise and settlement under the terms of the Plan. Pursuant to the
terms of the Plan, the Noos Interest was released to France Telecom in
exchange for (i) the cancellation of the shares of Variable Coupon Redeemable
Preferred Stock, Series A of Old NTL Inc. and shares of Fixed Coupon
Redeemable Preferred Stock, Series A of Old NTL Inc., (ii) the waiver by
France Telecom of its rights to any distribution on account of its claims as a
holder of Old NTL Inc. and NTL Delaware 5 3/4% convertible subordinated notes,
(iii) the release by France Telecom of any contingent payments due to France
Telecom pursuant to the 1G Protocol and Convention Agreement, dated May 6,
1999 (the "1G Franchises") and the transfer of the 1G Franchises by Old NTL to
Noos, and (iv) a $25 million payment by France Telecom to the Company on the
Effective Date.

        The Plan provides that each holder of an allowed NTL CC senior notes
claim is to receive, among other consideration, its pro rata share of the
Class 7 Euroco Value, which is defined in the Plan as the value of 331,222
shares of Common Stock. On November 20, 2002, the Bankruptcy Court entered an
order authorizing an amendment to the Plan to make the definition of Class 7
Euroco Value more precise by including the timing of its distribution and the
method of calculating its value. As a result, the Class 7 Euroco Value will be
the value of 331,222 shares of Common Stock calculated based on the
volume-weighted average closing prices of the shares of Common Stock during
the period of 60 trading days immediately


                                      3
<page>


following the Effective Date. Upon the expiration of the 60 trading day
period, the Class 7 Euroco Value will be paid by the Company to holders of
allowed NTL CC senior notes claims in cash.

        Pursuant to Article VII.B.3 of the Plan, any holder of allowed claims
or interests entitled to receive a distribution under the Plan who, as a
result of such holdings, would own in excess of 15% of the outstanding Common
Stock upon consummation of the Plan is only entitled to receive distributions
in an amount not to exceed 15% of the outstanding shares of Common Stock.
However, any such holder who meets specified qualifications (relating
primarily to being a passive investor and having no intent to compete with the
Company) may be designated by the Debtors and the Creditors' Committee as a
"Euroco Grandfathered Distributee" in order to receive the full distributions
of Common Stock to which it would be entitled but for Article VII.B.3 of the
Plan. Appaloosa Management, LP requested to be designated a Euroco
Grandfathered Distributee. The Debtors and the Creditors' Committee have
designated Appaloosa Management, LP as a Euroco Grandfathered Distributee, and
therefore Appaloosa Management, LP will receive the full distribution of
Common Stock to which it is entitled on account of its allowed claims and
interests under the Plan.

        The Confirmation Order authorizes and approves, as of the Effective
Date, the redemption for cash by the Board of Directors of the Company of $25
million of Preferred Stock. Such redemption occurred on the Effective Date,
with the $25 million cash redemption price to be distributed to the holders of
the Preferred Stock pro rata in accordance with their holdings of Preferred
Stock when the Preferred Stock is disbursed by the disbursing agent.
Immediately after such redemption, approximately $343 million of liquidation
preference of Preferred Stock remains outstanding, which is equal to
approximately 6,864,000 shares of Preferred Stock. Upon completion of the
disbursement of the $25 million cash for the redemption of Preferred Stock on
the Effective Date, the Company will have approximately $63 million cash on
hand. See Section III, Risk Factors - Risk Factors Relating to the Company and
its Securities - "The Company has limited liquidity, raising substantial doubt
about its ability to continue as a going concern" and "No assurance of future
funding."

        On November 3, 2002, Old NTL Inc., NTL Delaware, and Brigadoon
Ventures, Inc., a wholly-owned subsidiary of NTL Delaware (collectively, the
"NTL Entities"), entered into an agreement (the "Support Agreement"), whereby
(1) the Company is entitled to receive a cash facilitation fee for its
cooperation in the restructuring of iesy Hessen GmbH ("iesy Hessen") and its
subsidiaries (collectively, "iesy") (but not in consideration of the NTL
Entities' indirect equity stake in iesy) of approximately $1.3 million, less
the NTL Entities' pro rata share of expenses incurred at the eKabel L.P.
partnership level and (2) the NTL Entities are entitled to receive a release
of possible liabilities and claims arising out of their indirect equity stake
in iesy, including claims alleged by certain holders of notes of iesy Hessen
in the Debtors' Chapter 11 cases. The NTL Entities hold their equity stake in
iesy through a Company-controlled partnership that has a 50% ownership
interest in eKabel L.P. ("eKabel"), which in turn has a 65% indirect equity
interest in iesy Hessen.


                                      4
<page>


        The transactions contemplated by the Support Agreement are expected to
close in January 2003, at which time the Company will receive a cash payment
in the approximate amount of $1.05 million (after deduction of the NTL
Entities' pro rata share of expenses incurred at the eKabel partnership level)
and the NTL Entities will receive the releases described above.

        If the transactions contemplated by the Support Agreement are
completed (the "Support Agreement Transactions"), the noteholders of iesy
Hessen who participated in the iesy restructuring will indirectly acquire
over 90% of the equity of the iesy operating companies with the remaining
equity of the iesy operating companies indirectly allocated to the noteholders
of iesy Hessen who did not participate in the iesy restructuring. If the
Support Agreement Transactions are completed, the NTL Entities will not
receive any consideration for their indirect equity stake in iesy. There can
be no assurance that the Support Agreement Transactions, including the
approximate $1.05 million cash payment to the Company and the releases granted
to the NTL Entities, will be completed. If the Support Agreement Transactions
are not completed, it is unlikely that the NTL Entities will receive any
direct or indirect consideration with respect to their indirect equity stake
in iesy. It is possible that the NTL Entities will dispose of, transfer,
liquidate or abandon their ownership interest in eKabel and the NTL Entities
will not receive any consideration if one of such transactions was to occur.

        Certain holders of the Common Stock and the Preferred Stock who are or
may be deemed to be "affiliates" or "underwriters" of the Company for purposes
of the Securities Act of 1933, as amended, have been granted registration
rights with respect to the Common Stock and the Preferred Stock pursuant to a
Registration Rights Agreement, which is attached as Exhibit 4.1 hereto and is
incorporated by reference herein.

II.     The Company's Business

        The Company's primary holdings are: Cablecom GmbH ("Cablecom"), Old
NTL's cable business in Switzerland; and Premium TV Limited, Old NTL's sports
TV content and internet business in the United Kingdom. The Company's other
interests include Old NTL's investment in B2 Bredband AG ("B2"), the Swedish
broadband communications company, and Old NTL's equity investments as
described in Section IV, "Description of the Company's Business." The majority
of the Company's holdings are currently being restructured, and the Company is
reviewing all of its holdings to determine the most appropriate course of
action, which may result in one or more of these holdings being sold,
transferred, foreclosed upon, liquidated, wound-up or otherwise disposed of in
the near future or at a later date. There can be no assurance that the Company
or its subsidiaries will receive any proceeds from any of these transactions
after the payment of outstanding debt of the relevant companies and any fees
and expenses incurred in connection with these transactions. See generally
Section III, "Risk Factors" below.


                                      5
<page>


III.    Risk Factors

        You should strongly consider these risk factors in evaluating an
investment in the Company, the Common Stock and the Preferred Stock. An
investment in securities of the Company involves an extremely high degree of
risk.

Risk Factors relating to the Company and its Securities

        The Common Stock may have little if any equity value and could be
        worthless

        The value of the common equity of the Company is highly uncertain. Any
investment in the Common Stock is highly speculative. There has been a
significant deterioration in valuations of assets similar to those owned by
the Company, its subsidiaries and affiliated joint ventures. The Company's
subsidiaries and affiliated joint ventures also have substantial levels of
indebtedness. In addition, the Preferred Stock enjoys significant rights and
preferences over the Common Stock and it is likely that the Company will never
declare and pay dividends on the Common Stock. As a result, there may be
little if any remaining equity value attributable to the Common Stock which
could be worthless.

        Holders of shares of Common Stock and Preferred Stock may have
        substantial difficulty in selling those shares

        There may be no trading market for the Common Stock and the Preferred
Stock. The Common Stock and the Preferred Stock will not be quoted on any
market or listed on any securities exchange. Prices for the Common Stock and
the Preferred Stock may be quoted on the Over-the-Counter Bulletin Board or
the Pink Sheets. However, securities whose prices are quoted on the
Over-the-Counter Bulletin Board or the Pink Sheets do not enjoy the same
liquidity as securities that trade on a recognized market or securities
exchange.

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

        There may also be statutory restrictions on transferability for some
holders who receive Common Stock or Preferred Stock under the Plan.


                                      6
<page>


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

        The market price of the Common Stock and the Preferred Stock is likely
        to be highly volatile

        The Common Stock and the Preferred Stock will not be quoted on any
market or listed on any securities exchange. The Common Stock and the
Preferred Stock are each also likely to be a "penny stock." As a consequence,
although prices for the Common Stock and the Preferred Stock may be quoted on
the Over-the-Counter Bulletin Board or the Pink Sheets, there may be limited
trading activity in those securities. In addition, the securities were issued
pursuant to the Plan to holders of claims and interests in Old NTL prior to
the Effective Date, some of whom may prefer to liquidate their investment
rather than hold such securities on a long-term basis. Sales or attempted
sales of large amounts of those securities could result in substantial
volatility in the prevailing market prices.

        The Preferred Stock has a significant preference over the Common Stock

        The Preferred Stock enjoys significant rights and preferences over the
Common Stock. The Charter which governs the Common Stock and the Preferred
Stock requires the Company to pay semi-annual dividends to holders of the
Preferred Stock on a cumulative basis, and imposes limitations on the payment
of dividends on the Common Stock. Furthermore, on the Effective Date and
pursuant to the Plan, the Company redeemed $25 million in aggregate
liquidation preference of the Preferred Stock. Immediately following such
redemption, approximately $350 million of aggregate liquidation preference of
Preferred Stock remains outstanding. In a liquidation of the Company, holders
of Preferred Stock would be entitled to payment of the liquidation preference
in full before any distribution could be made to holders of Common Stock.
There can be no assurance that in the event of a liquidation the holders of
Preferred Stock would receive the full amount of their liquidation preference,
and it is likely that there would be no assets available for distribution to
holders of Common Stock who would receive no recovery. The Preferred Stock is
also entitled to mandatory redemption out of the net proceeds of any asset
sale for cash by the Company or its subsidiaries, subject to some limited
exceptions set forth in the Charter.

        The Company may not be able to pay dividends on or redeem the
        Preferred Stock or Common Stock

        Under Delaware law, unless a corporation has available surplus it
cannot pay dividends on or redeem its capital stock, including its preferred
stock. Following the Effective Date, the Company may not have available
surplus as determined under Delaware law and may be unable to pay dividends on
or redeem any of its capital stock, including the Preferred Stock, unless and
until such time as the Company has available surplus. The payment of dividends
to holders of Common Stock will be at the discretion of the Company's Board of
Directors and will depend


                                      7
<page>


upon the availability of surplus under Delaware law and among other things,
future earnings, operations, capital requirements, the Company's general
financial condition and the general financial condition of the Company's
subsidiaries and affiliated joint ventures. It is likely that the Company will
never declare and pay dividends on the Common Stock.

        The Company has limited liquidity, raising substantial doubt about its
        ability to continue as a going concern

        The Company is a holding company with no independent operations or
significant assets other than its cash received pursuant to the Plan and its
investments in its subsidiaries and affiliated joint ventures. The Company
does not anticipate that it will receive cash distributions from its
subsidiaries or affiliated joint ventures in the foreseeable future, if ever.
In addition, the terms of existing and future obligations and indebtedness of
the respective subsidiaries and affiliated joint ventures and the laws of the
jurisdictions under which they are organized may limit the Company's ability
to receive payment of dividends, loans and loan repayments and other
distributions from its subsidiaries and affiliated joint ventures. The
Company's Swiss subsidiaries have no current ability to draw under the
existing Cablecom Credit Facility (as defined in Section IV, Description of
the Company's Business - "Cablecom Credit Facility and Cablecom Credit
Facility Amendment and Waiver"). The term loan tranche of the Cablecom Credit
Facility is fully drawn and the revolving portion has been capped at its
utilized amount of CHF 1.055 billion. In addition, the Cablecom Credit
Facility is due for repayment on April 30, 2003. Without a restructuring or
other consensual agreement between the Company and the lenders under the
Cablecom Credit Facility, substantial investment from a third party or further
borrowing, Cablecom would be unable to comply with this obligation, and this
would have a material adverse effect on its business and that of the Company.
There can be no assurance that, if necessary, either Cablecom or the Company
will be able to obtain additional funding or reach a consensual agreement with
the lenders under the Cablecom Credit Facility on acceptable terms, or at all,
the absence of which may have a material adverse effect on the Company's
continued viability. See "- No assurance of future funding."

        No assurance of future funding

        The ability of the Company and its subsidiaries and affiliated joint
ventures to meet their respective near term funding requirements upon
consummation of the Plan is dependent upon a number of factors, including the
revenue, if any, generated by the Company's subsidiaries and affiliated joint
ventures, agreement with the lenders under the Cablecom Credit Facility,
distributions from the companies in which the Company has investments and the
existing cash balances of the Company, its subsidiaries and its affiliated
joint ventures, as applicable. The majority of the Company's holdings are
currently being restructured, and it is possible that one or more of these
holdings may be sold, transferred, foreclosed upon, liquidated, wound-up or
otherwise disposed of in the near future or at a later date. The Company does
not anticipate that it will receive cash distributions from its subsidiaries
or affiliated joint ventures in the foresee-

                                      8
<page>

able future, if ever, nor can there be any assurance that the Company or its
subsidiaries will receive any proceeds in the event of the disposition of
these assets.

        Recently, the capital markets have been largely unavailable to new
issuances of securities by telecommunications and media companies, and their
ability to obtain financing from bank lenders and equipment suppliers has also
become more restricted. In light of these factors and the restrictive terms of
the Preferred Stock, including those provisions entitling the holders thereof
to the net proceeds of any asset sale for cash by the Company or its
subsidiaries, subject to some limited exceptions set forth in the Charter, it
will be difficult for the Company to raise additional funding. If the Company
is able to raise additional funds, there is no guarantee that the amount
raised will be sufficient to meet the needs of the Company and its
subsidiaries and affiliated joint ventures, or that the terms of such
financing will be favorable to the Company. If additional funds are not
available on acceptable terms, or at all, the Company's business, financial
condition and continued viability will be materially adversely affected. See
Risk Factors Relating to Cablecom - "Negative impact of failure to repay the
Cablecom Credit Facility."

        Potential liability for unpaid financing fees

        In connection with the bar date for filing of securities laws claims
against the Debtors pursuant to an order of the Bankruptcy Court, proofs of
claim were filed against Old NTL Inc., NTL Delaware and NTL CC by Morgan
Stanley Senior Funding Inc. for $11.4 million. These claims are asserted by
Morgan Stanley Senior Funding Inc. in respect of alleged unpaid financing fees
for commitments of capital made in 1999. The Company and NTL Delaware believe
they have grounds for challenging these claims.

        Forced sales of the Company's assets or restructurings of those assets
        may have a detrimental effect on the Company

        If, after the Effective Date, the Company is required to sell all or a
majority of its interest in NTL Cablecom Holding GmbH and its subsidiaries
(the "Cablecom Group") (see Risk Factors Relating to Cablecom - "No assurance
of a sale of, or outside investment in, the Cablecom Group that will generate
value to the Company"), the Company's material holdings would include only
Premium TV Limited, NTL Lanbase, SL, NTL Broadcast (Thailand) Ltd., NTL
Broadcast Sdn Bhd and investments in certain joint ventures. If this were to
occur, the Company could face United States regulatory issues under the
Investment Company Act of 1940, as amended, associated with holding minority
interests in operating companies (instead of controlling the operations of the
minority interests), and the Board of Directors and senior management of the
Company would most likely examine the strategic alternatives available to the
Company, including among others, seeking a merger with, or an investment in,
an operating company and/or a liquidation of the remaining assets of the
Company.


                                      9
<page>

        There can be no assurance that any of these strategic alternatives
would be available to the Company or, if available, what the terms, conditions
or timing of such transactions or their impact on the business, finances and
operations of the Company, its creditors and its stockholders would be. If
the Company is forced to sell all or a majority of its interest in the
Cablecom Group, this transaction may have a material adverse effect on the
Company.

        Negative implications of guaranty obligations

        The Company has guaranteed the obligations of one of its subsidiaries,
the exposure of which is currently in the aggregate amount of up to
approximately (pound)4.2 million. NTL Delaware has guaranteed the obligations
of certain of the Company's subsidiaries and affiliated joint ventures, the
exposure of which is currently in the aggregate amount of up to approximately
(pound)13 million. If the relevant subsidiaries or affiliated joint ventures
fail to fulfill these obligations, such subsidiaries and affiliated joint
ventures, as well as the Company and NTL Delaware, may be sued for damages. In
addition under the shareholder arrangements relating to certain of the
affiliated joint ventures, the relevant joint venture partner may in such
circumstances have the option to compulsorily acquire the Company's indirect
interest in the relevant joint venture at a discount, resulting in the Company
selling its indirect interest at a potential loss.

        Prejudice to the Company's interest in content joint ventures

        The Company continues to own an interest in joint ventures whose
continuance is dependent on the provision of content or services to NTL UK and
Ireland's cable business in the United Kingdom or the provision of certain
services on specified terms by NTL UK and Ireland and its subsidiaries to such
joint ventures. If NTL UK and Ireland breaches its carriage or service
agreements with such joint ventures or fails to renew them, there can be no
assurance that the Company will be able to retain the indirect interests that
NTL Delaware currently has in such joint ventures. Subsidiaries of NTL UK and
Ireland are major customers of such joint ventures and termination or
non-renewal of the carriage or service agreements may adversely affect the
performance of such joint ventures.

        Potential liabilities with respect to funding obligations of NTL UK
        and Ireland liabilities

        In addition to the guaranty obligations of certain of the Company's
subsidiaries and affiliated joint ventures, following the Effective Date, the
Company and NTL Delaware will continue as a result of existing contractual
commitments to guarantee the obligations of certain companies in the NTL UK
and Ireland group relating to ordinary course contracts and leasehold
property. The Company can give no assurance that those companies in the NTL UK
and Ireland Group will meet their obligations under the applicable contracts
and leases. If those companies in the NTL UK and Ireland Group fail to meet
their obligations, the Company and NTL Delaware may be liable to pay sums to
cover the liability of those companies in the NTL UK and Ireland group with
respect to such contracts and leases.


                                      10
<page>


        Provisions of the Cablecom Credit Facility and the Company's corporate
        governance documents may prevent transactions involving a change of
        control of the Company

        Some provisions of the Cablecom Credit Facility, which either require
such indebtedness to be repaid or give the holder the option to require
repayment, could have the effect of delaying or preventing transactions
involving a change of control of the Company, including transactions in which
stockholders might otherwise receive a premium for their shares over then
current market prices, and may limit the ability of stockholders of the
Company to approve transactions that they may deem to be in their best
interest.

        The Charter and bylaws of the Company contain provisions which may
have the effect, alone or in combination with each other or with the existence
of authorized but unissued Common Stock and preferred stock of the Company, of
preventing or making more difficult transactions involving a change of control
of the Company. In addition, the Company's Rights Agreement may have a
significant anti-takeover effect. The Rights Agreement has the potential to
significantly dilute the ownership interests of an acquiror of shares of
Common Stock, and therefore may have the effect of delaying, deterring, or
preventing a change in control of the Company. For further information, please
see Form 8-A/A.

Risk Factors Relating to Cablecom

        Negative impact of failure to repay the Cablecom Credit Facility

        Under the terms of the Cablecom Credit Facility, no further funding is
available to Cablecom without the consent of the lenders under the Cablecom
Credit Facility. Unless the Cablecom Credit Facility is restructured, it will
be repayable in full on April 30, 2003. Without a restructuring or other
consensual agreement between the Company and the lenders under the Cablecom
Credit Facility, substantial investment from a third party or further
borrowing, Cablecom would be unable to comply with this obligation, and this
would have a material adverse effect on its business and that of the Company.

        As a consequence of a number of events of default, including the
commencement of Old NTL's Chapter 11 cases, Cablecom is currently in default
under the Cablecom Credit Facility. Waiver of such defaults will be sought in
due course or in connection with any potential restructuring of the Cablecom
Credit Facility. There can be no assurance that the lenders under the Cablecom
Credit Facility will not accelerate the repayment of amounts due under the
Cablecom Credit Facility prior to Cablecom receiving a waiver of such event of
default. Furthermore, there can be no assurance that Cablecom will
successfully negotiate a waiver on favorable terms, if at all, or reach
agreement on a consensual restructuring.


                                      11
<page>

        No assurance of a sale of, or outside investment in, the Cablecom
        Group that will generate value to the Company

        Pursuant to the Cablecom Credit Facility, NTL Cablecom Holding GmbH
and/or Cablecom and/or NTL Delaware have agreed to approve any outside
investment in, or sale of all or a part of, the Cablecom Group, which is
acceptable to the lenders under the Cablecom Credit Facility.

        Under an agreement made between J.P. Morgan Chase Bank, Morgan Stanley
Senior Funding Inc., and The Royal Bank of Scotland plc as the coordinators
for the lenders under the Cablecom Credit Facility on the one hand and NTL
Cablecom Holding GmbH, Cablecom, NTL Delaware, and Cable Connect Switzerland 1
CV on the other hand, it has been agreed that if a sale of all or a part of
the Cablecom Group is consummated on or before August 31, 2003, the lenders
under the Cablecom Credit Facility will be entitled to receive additional
interest equal to 20% of the net proceeds of such a sale after repayment of
the amounts outstanding under the Cablecom Credit Facility and related finance
documents and other expenses and taxes associated with the sale.

        Under the Cablecom Credit Facility and subsequent agreement referred
to above, there is an obligation upon Cablecom to appoint an investment bank
to advise upon a proposed sale of, or outside investment in, the Cablecom
Group. However, with the knowledge of the lenders under the Cablecom Credit
Facility (notwithstanding the provisions of the aforesaid agreements), such
appointment has not been made and the formal process of seeking a sale of, or
outside investment in, the Cablecom Group has not yet commenced.

        There can be no assurance that any outside investment in, or sale of
all or a part of, the Cablecom Group pursuant to the Cablecom Credit Facility
will be possible on terms that are acceptable to the lenders under the
Cablecom Credit Facility and/or favorable to the Company and such investment
or sale may have a material adverse effect on the Company's finances and
business.

        Further, if a third party makes an investment in the Cablecom Group,
there can be no assurance that the Company will be able to maintain its
control to direct the management of the Cablecom Group and its equity
ownership may be substantially diluted.

        If Cablecom is sold, the Company will become a holding company whose
principal assets are Premium TV Limited and its minority holdings described in
Section IV, Description of the Company's Business - Other Interests of the
Company. The Company does not have the ability to direct the management of
these minority holdings and there can be no assurance that the Company will be
able to maintain its current shareholdings in these companies. See Risk
Factors Relating to the Company and its Securities - "Forced sales of the
Company's assets or restructurings of those assets may have a detrimental
effect on the Company."


                                      12
<page>

        Cablecom may become "overindebted" under Swiss law in the future

        Under Swiss law, if a company's liabilities exceed its assets, the
company will be deemed to be "overindebted". If Cablecom or any of its
subsidiaries were to become overindebted, this would constitute an event of
default under the Cablecom Credit Facility, which would entitle the lenders to
accelerate repayment. In addition, under Swiss law, the board of directors of
an overindebted company is generally obliged to notify a judge of
overindebtedness so that the judge may either institute insolvency proceedings
or postpone such adjudication and take appropriate measures to preserve the
value of the assets. An overindebted company is not required to notify a judge
if the creditors of the overindebted entity subordinate their claims in the
amount of the overindebtedness. As of December 31, 2001, Cablecom's and seven
of its direct and indirect subsidiaries' liabilities exceeded their respective
assets, and those entities were deemed to be overindebted. On April 30, 2002,
the overindebtedness in respect of Cablecom was resolved by an agreement with
the Cablecom lenders and implementation of an intra-group transaction. The
problem of overindebtedness in certain of the overindebted subsidiaries was
resolved on June 26, 2002 and June 27, 2002 when they were merged into
Cablecom and other members of the Cablecom Group. The remaining overindebted
subsidiaries were not merged, but the overindebtedness issue was resolved in
those subsidiaries by way of subordination agreements which obviated any
requirement to institute insolvency proceedings in respect of these companies.
Future developments in Cablecom's business, as well as external factors, could
result in a reemergence of the overindebtedness issue under Swiss law. In
particular, absent a restructuring or other consensual agreement between the
Company and the lenders under the Cablecom Credit Facility, overindebtedness
is likely to become an issue since the Cablecom Credit Facility is due for
repayment on April 30, 2003, and it will not be possible to repay the facility
without substantial investment from a third party or further borrowing.
Reemergence of the overindebtedness issue may have a material adverse effect
on Cablecom's business and that of the Company.

        Agreement with the Swiss Price Regulator may have a negative impact on
        Cablecom's business

        Cablecom was involved in proceedings before the Swiss Price Regulator
that attempted to regulate the prices charged for basic television service
provided by Cablecom. Cablecom and the Swiss Price Regulator have recently
agreed upon a settlement pursuant to which Cablecom must not charge more than
CHF 19.50 per month per subscriber for such basic television service for the
period 2003-2004. Cablecom expects that a settlement agreement to that effect
will be signed in the near future. The immediate result of the settlement is
that Cablecom's price structure has been set back to approximately 2001
levels, which will reduce Cablecom's cash flows and may have a material
adverse effect on Cablecom's business and that of the Company.

        Litigation with Teleclub may have a negative impact on Cablecom's
        business


                                      13
<page>

        At present, Cablecom is involved in proceedings before the Swiss
Competition Commission where an order is being sought forcing Cablecom to
distribute Teleclub AG's ("Teleclub") programs over a set-top box of
Teleclub's own choosing. A preliminary order was granted against Cablecom,
requiring certain interim measures, including, among other things, that
Cablecom transmit the digital television signals of Teleclub on the Cablecom
network, and stating that any appeal of the preliminary order would not have
the effect of suspending the interim orders contained therein. The Appeals
Commission in Competition Matters has confirmed such interim measures.
Cablecom has chosen not to pursue a further appeal. As a result, Cablecom
commenced distribution of Teleclub's digital signal over Cablecom's network on
December 16, 2002. In the main proceeding, Teleclub is asking the Competition
Commission to issue a permanent order pursuant to which Cablecom would be
forced to distribute its programs in the manner described above. In addition,
Teleclub is also asking the Competition Commission to set conditions,
including prices, that Cablecom would be permitted to impose on Teleclub in
connection with the distribution of its programs. The confirmation of the
interim orders by the Appeals Commission in Competition Matters as a practical
matter will grant open access to Cablecom's network to Teleclub and other
television service providers. In the course of further proceedings before the
Competition Commission, Cablecom will seek the Competition Commission's
approval that it should be paid a fair price for the services provided to
Teleclub (and possibly other television service providers). There is a risk,
however, that Cablecom will not be successful in convincing the Competition
Commission of its view and accordingly will be ordered to provide such
services at prices considered to be inadequate by Cablecom. This may have a
material adverse effect on Cablecom's business and that of the Company.

Risk Factors Relating to the Company's Investment in Premium TV Limited

        Lack of growth in the market for online premium sports content may
        have a negative effect on Premium TV Limited's revenue

        Consumer demand for online premium sports content (and in particular,
online UK football content) has failed to grow according to market
expectations. If such demand does not grow significantly in the near term,
this will adversely impact Premium TV Limited's revenue. The growth in demand
for this content is heavily linked to the growth in penetration of broadband
internet access within the UK. Broadband facilitates the delivery of complex
data such as video and audio to the consumer quickly and with high quality
pictures and/or sound. Growth in broadband penetration could be adversely
affected by a number of factors, including poor marketing, technical issues
and/or high retail prices. There can be no assurance that either the market
for broadband or customer demand for online premium sports content will grow
in the future, which if growth did not occur would have a negative effect on
Premium TV Limited's revenue growth.

        Uncertainty regarding Premium TV Limited's interests in and
        obligations to certain joint ventures


                                      14
<page>

        As a result of Old NTL's recapitalization process and its failure to
fund certain of the Premium TV joint ventures in which Old NTL had an
interest, the joint venture partners in such joint ventures may assert that
they have rights to compulsorily acquire Premium TV Limited's interest in the
relevant joint venture at a third party appraisal valuation. Premium TV
Limited is currently in discussions with certain of these joint venture
partners with a view to restructuring the relevant joint ventures. In the
event that these discussions do not reach a resolution accept able to Premium
TV Limited, Premium TV Limited may seek to discontinue these joint ventures
and terminate their activities.

        In the case of one of its joint ventures, Premium TV Limited may
retain funding obligations notwithstanding that the other joint venture party
may have exercised a right to acquire Premium TV Limited's equity interest in
such joint venture following confirmation of the Plan. Although the Company
will endeavor to reach agreement with such joint venture party on these
funding obligations, there can be no assurance that the funding obligations
will be extinguished.

        Lack of solvency of UK Professional Football Clubs may have a negative
        effect on Premium TV Limited's business and that of the Company

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

Risk Factors Relating to the Company's Investment in B2

        Negative implications of rejection of Old NTL's investment agreement
        with B2

        On April 15, 2002, a funding request for more than $20 million was
received by Old NTL under the terms of the investment agreement relating to
Old NTL's investment in B2. Old NTL informed B2 and the other principal
investors that it was not in a position to comply with this request for
funding. The B2 investment agreement provides that if Old NTL fails to provide
such funding, it may be sued for non-payment and arguably could lose certain
rights under the B2 shareholders' agreement. Pursuant to the applicable
documents, if this occurs the majority of the other shareholders may also
elect to terminate the shareholders' agreement with respect to Old NTL and
exercise a contractual right to acquire on a pro rata basis Old NTL's interest
in B2 at 25% of fair market value. If the other shareholders were able and
elected to exercise these rights, Old NTL could be forced to sell its stake in
B2 at a loss.


                                      15
<page>

        On October 4, 2002, Old NTL filed a motion with the Bankruptcy Court
to reject the B2 investment agreement and shareholders' agreement under
section 365 of the Bankruptcy Code, and the Bankruptcy Court subsequently
authorized Old NTL's rejection of the agreements. On November 8, 2002, B2 and
the other shareholders filed proofs of claim with the Bankruptcy Court
asserting their right to recover: (i) more than $20 million from Old NTL in
respect of the unpaid funding request, (ii) unspecified damages for Old NTL's
failure to perform under the relevant agreements, and (iii) unspecified costs
and expenses incurred in the exercise of their remedies under the agreements.
Additionally, B2 and the other shareholders reserved their rights to avail
themselves of any remedies under the investment agreement and shareholders'
agreement and to take any actions to acquire Old NTL's interest in B2, as
described above. The Company has had preliminary discussions with B2 and its
other shareholders regarding a possible settlement, but there can be no
assurance that such a settlement will be reached in a timely manner, if at
all, or that the terms of any such settlement will be favorable to the
Company. In the absence of any such settlement, the Company intends to object
to the proofs of claim filed by B2 and the other shareholders. In accordance
with the stipulation approved by the Bankruptcy Court on September 5, 2002,
the Bankruptcy Court will retain jurisdiction to adjudicate the claims of B2
and the other shareholders pursuant to Swedish law.

Actual results may turn out to be materially different from any
forward-looking statements included or incorporated by reference in this
Current Report on Form 8-K

        Certain statements contained in this Form 8-K may constitute
"forward-looking statements." When used in this Form 8-K, the words,
"believe," "anticipate," "should," "intend," "plan," "will," "may," "could,"
"expects," "estimates," "projects," "positioned," "strategy," and similar
expressions identify such forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
and its subsidiaries and affiliated joint ventures, or industry results, to be
materially different from those contemplated or projected, forecasted,
estimated or budgeted, whether expressed or implied, by such forward-looking
statements.

        Such factors include, among others, those set forth in this section
under the caption "Risk Factors" as well as: the ability of the Company and
its subsidiaries and affiliated joint ventures to continue as going
concerns; the ability of the Company and its subsidiaries and affiliated
joint ventures to obtain trade credit and shipments and terms with vendors
and service providers for current orders; the ability of the Company and
its subsidiaries and affiliated joint ventures to maintain contracts that
are critical to their respective operations; potential adverse developments
with respect to the Company and its subsidiaries and affiliated joint
ventures' liquidity, operations or results of operations; the ability to
fund and execute the business plans of the Company and its subsidiaries and
affiliated joint ventures; the ability to attract, retain and compensate
key executives and associates of the Company and its subsidiaries and
affiliated joint ventures; the ability of the Company and its subsidiaries
and affiliated joint ventures to attract and retain customers; general
economic and business conditions; technological developments; the ability
of


                                      16
<page>

the Company and its  subsidiaries  and affiliated  joint ventures to continue to
design  networks,   install   facilities,   obtain  and  maintain  any  required
governmental licenses or approvals and finance construction and development, all
in a timely manner at reasonable costs and on satisfactory terms and conditions;
assumptions about customer  acceptance,  churn rates, overall market penetration
and  competition  from  providers  of  alternative   services;   the  impact  of
restructuring and integration actions; the impact of new business  opportunities
requiring  significant  up-front  investment;  and  interest  rate and  currency
exchange  rate  fluctuations.  The Company  assumes no  obligation to update the
forward-looking  statements  contained or incorporated by reference  herein to
reflect actual results,  changes in assumptions or changes in factors  affecting
such statements.

IV.     Description of the Company's Business

Cablecom GmbH

        Overview

        Cablecom is Switzerland's largest cable operator with approximately
54% of the Swiss cable television market as of September 30, 2002. Cablecom
currently operates in the following three business areas:

        (1) Cable Networks. Residential cable television is Cablecom's largest
business and comprises 28 different cable networks of which six are
wholly-owned by Cablecom. This accounts for approximately 91% of total managed
subscribers. As of September 30, 2002, Cablecom had a penetration rate of over
91% of homes passed, 82% of homes passed have been converted to digital and
53% of homes passed had bi-directional capability. Approximately 64,761
digital television customers and 117,416 broadband Internet subscribers were
connected as of September 30, 2002. Furthermore, Cablecom had approximately
100,324 dial up subscribers at that time. Approximately 82% of Cablecom's
subscribers are in the German speaking region of Switzerland, 10% in the
French speaking region and the remainder in the Italian speaking region.

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

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


                                      17
<page>


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

        (1)    Fiber optic backbone ("Backbone");

        (2)    Hybrid-fiber coaxial or "HFC" network; and

        (3)    In-house installations.

        Cablecom's network upgrade program comprises installing new Backbone
connections, installing new HFC nodes and connecting them to the Backbone,
installing a return path in the HFC amplifiers and replacing the in-house
wiring or installing filters. Over 82% of homes passed were upgraded at the
end of 2001. Moreover, as HFC networks in each area are upgraded, Cablecom
upgrades in-house installations at the request of subscribers wishing to
subscribe to new services, including digital cable television, high-speed
Internet and telephony services.

        Cable Television Services. In November 1999, Cablecom launched digital
services under the SwissFun brand name in German-speaking regions. SwissFun is
currently referred to as "digital TV." As of September 30, 2002, Cablecom had
approximately 65,426 digital television subscribers. Using a purchased or
leased set-top-box, Cablecom subscribers can access an additional 30 digital
channels and 25 radio channels for free, as part of their basic television
subscription offering. The subscribers can then subscribe to over 25
additional channels in pay packages.

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

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

        Internet Services. Cablecom will continue to roll out high-speed
Internet access services throughout its service areas as its networks are
upgraded to bi-directionality through 2006. To maximize the return on capital
expenditure, Cablecom is first upgrading subscriber areas where demand is the
highest. As of September 30, 2002, Cablecom provided cable modem services to
approximately 117,416 subscribers.

        In its franchise areas, Cablecom offers both residential customers and
businesses Internet access services connecting users to SwissOnline's portal
via Cablecom's network, and thus retains all usage related revenues for
dial-up services and all access revenues for all types of subscription-based
Internet services such as pay dial-up and high-speed Internet services.


                                      18
<page>


SwissOnline is a wholly-owned subsidiary of Cablecom and one of Switzerland's
largest Internet service providers and one of the leading portals in
Switzerland.

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

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

        Competition For Cablecom In Switzerland

        (1) Cable Television. Cablecom is Switzerland's largest cable operator
with approximately 54% of the Swiss cable television market as of September
30, 2002. Despite consolidation in the industry, which was led by Cablecom,
the cable services industry remains highly fragmented. Cablecom offers value
added services, including digital television, pay-television,
interactive-television, video- and audio-on-demand, high speed Internet, and
in the near future voice-over-Internet Protocol-telephony. These services, if
offered, will compete with third parties such as Teleclub (partly owned by the
Kirch group), Canal+/ABSat, and Telpiu/Tele+, which currently provide
pay-television by paying a transmission fee per subscriber to the cable
operators.

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

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

Cablecom Credit Facility and Cablecom Credit Facility Amendment and Waiver

        As a consequence of a number of events of default, including the
commencement of Old NTL's Chapter 11 cases, Cablecom is currently in default
under the Cablecom Credit Facility. Waiver of such defaults will be sought in
due course or in connection with any potential restructuring of the Cablecom
Credit Facility. There can be no assurance that the lenders under


                                      19
<page>


the Cablecom Credit Facility will not accelerate the repayment of amounts due
under the Cablecom Credit Facility prior to Cablecom receiving a waiver of
such event of default. Furthermore, there can be no assurance that Cablecom
will successfully negotiate a waiver on favorable terms, if at all.

        The debt outstanding under the credit agreement, dated March 28, 2000,
as amended on May 16, 2000 and as amended and restated as of May 2, 2002,
between, among others, NTL Delaware as parent, NTL Cablecom Holding GmbH as
shareholder, Cablecom as principal borrower, J.P. Morgan plc and Morgan
Stanley Senior Funding, Inc. as arrangers and joint book managers, J.P. Morgan
Europe Limited as agent, and the lenders party thereto, as may be further
amended and/or restated from time to time (the "Cablecom Credit Facility")
described below and attached hereto as Exhibit 10.2 and incorporated by
reference herein is an obligation solely of the Cablecom Group and is
non-recourse to the Company. If no further investment is made into Cablecom
and/or the Cablecom Credit Facility is not restructured and/or further
borrowing is not permitted, Cablecom will be unable to repay the Cablecom
Credit Facility, which is payable on April 30, 2003 (although the maturity
date may be extended at the option of an instructing group of lenders under
the Cablecom Credit Facility to December 31, 2003). See Section III, Risk
Factors - Risk Factors Relating to Cablecom - "Negative impact of failure to
repay the Cablecom Credit Facility" and Risk Factors Relating to the Company
and its Securities - "No assurance of future funding."

        Under the Cablecom Credit Facility, the Cablecom lenders have made
available to Cablecom and certain members of the Cablecom Group a term
facility of CHF 2.7 billion and a revolving facility in an aggregate amount of
CHF 1.4 billion.

        The term facility is fully drawn. The revolving facility has been
capped at its utilized amount of CHF 1.055 billion although the availability
may be increased with the consent of the requisite majority of the lenders
under the Cablecom Credit Facility. The revolving facility is intended to
finance operating expenses, working capital and general corporate
requirements.

        The liabilities under the Cablecom Credit Facility are supported by:
(i) guaranties from NTL Cablecom Holding GmbH, the immediate parent of
Cablecom and certain other members of the Cablecom Group; (ii) security over
the shares of Cablecom and certain other members of, and investments held by,
the Cablecom Group; (iii) security over receivables of certain members of the
Cablecom Group; and (iv) security over certain intra-Cablecom Group loans.

        Amounts outstanding under the Cablecom Credit Facility bear interest
at LIBOR plus the additional interest intended to compensate the lenders under
the Cablecom Credit Facility for the costs of complying with cash deposit
requirements imposed by the Bank of England and the European Central Bank and
fees levied by the United Kingdom Financial Services Authority plus a margin
which ratchets, depending upon the fulfillment of specified financial ratios,
between 2.50% per annum and 0.75% per annum.


                                      20
<page>

        The Cablecom Credit Facility contains comprehensive information
undertakings and affirmative and negative covenants. The affirmative covenants
include financial covenants stipulating minimum EBITDA, high-speed Internet
subscribers and liquidity headroom plus a total cash interest cover ratio and
maximum capital expenditures. The affirmative covenants also include an
undertaking to appoint an investment bank to advise in connection with an
outside investment in, or sale of, the Cablecom Group as discussed below.

        The occurrence of a number of events of default entitle the agent (or
oblige the agent on the instructions of an instructing group of lenders under
the Cablecom Credit Facility) to cancel any undrawn portion of the revolving
facility and/or require the immediate repayment of all amounts outstanding
under the Cablecom Credit Facility and/or to declare all such amounts due and
payable on demand and/or to enforce or direct the enforcement of the security.
Such events of default include: (i) failure to pay; (ii) breaches of
representations; (iii) breaches of obligations and undertakings under the
Cablecom Credit Facility and related finance documents; (iv) cross-defaults;
(v) the occurrence of certain insolvency contingencies affecting NTL Delaware,
NTL Cablecom Holding GmbH or members of the Cablecom Group; (vi) displacement
of management, compulsory acquisition or seizure of revenues or assets by
government authority; (vii) repudiation of finance documents; (viii)
illegality; and (ix) the occurrence of any event or circumstance which would
have a material adverse effect.

        The Cablecom Credit Facility provides for the payment of agency and
arrangements fees and the payment of commitment commission on the daily
undrawn amount under the revolving facility at a rate (depending upon the
amounts undrawn) of 0.50% or 0.75% per annum payable quarterly in arrears.
This commitment commission is payable on the full undrawn amount of the
revolving facility notwithstanding that its availability is capped at a level
below the nominally available amount. There is a back-end fee of 1.25% payable
on the full amount of the Cablecom Credit Facility (again notwithstanding the
cap) upon repayment and cancellation of the Cablecom Credit Facility.

Cablecom Outside Investment and/or Sale Process
-----------------------------------------------

        Pursuant to the amendment of the Cablecom Credit Facility, entered
into on April 30, 2002, it was agreed that the Cablecom lenders have the
following rights in connection with an outside investment in, or sale of, the
Cablecom Group, as required by the Cablecom Credit Facility:

               o       if the lenders under the Cablecom Credit Facility are
                       not satisfied with the progress made towards a sale of,
                       or investment in, the Cablecom Group by August 31,
                       2002, Cablecom is obligated to appoint a reputable
                       investment bank approved by the steering committee of
                       the lenders under the Cablecom Credit Facility to
                       advise it in connection with the sale of all or part
                       of, or an investment in, the Cablecom Group;


                                      21
<page>

               o       to require Cablecom to prepare, in consultation with
                       such investment bank(s), a mutually agreed time line in
                       relation to a possible outside investment in, or sale
                       of all or a part of, the Cablecom Group;

               o       to require the prompt notification to the agent acting
                       on behalf of the lenders under the Cablecom Credit
                       Facility of any material developments which occur after
                       the engagement of such investment bank(s) in connec
                       tion with the proposed outside investment in, or sale
                       of all or a part of, the Cablecom Group, including the
                       receipt of any investment or sale proposal relating to
                       the Cablecom Group; and

               o       to direct NTL Cablecom Holding GmbH and/or Cablecom
                       and/or NTL Delaware to approve any proposed outside
                       investment in, or sale of all or a part of, the
                       Cablecom Group, which is acceptable to the lenders
                       under the Cablecom Credit Facility and to require NTL
                       Cablecom Holding GmbH and/or Cablecom and/or NTL
                       Delaware to obtain the consent or approval of any
                       person holding an interest in the Cablecom Group that
                       would be required to approve an outside investment in,
                       or sale of all or a part of, the Cablecom Group.

        Under a subsequent agreement made on May 2, 2002 between J.P. Morgan
Chase Bank, Morgan Stanley Senior Funding Inc., and The Royal Bank of Scotland
plc as the co-ordinators for the lenders under the Cablecom Credit Facility on
the one hand and NTL Cablecom Holding GmbH, Cablecom, NTL Delaware, and Cable
Connect Switzerland 1 CV on the other hand, it was agreed that the lenders
under the Cablecom Credit Facility shall have the following rights:

               o       to direct Cable Connect Switzerland 1 CV to approve any
                       proposed outside investment in, or sale of all or a
                       part of, the Cablecom Group which is acceptable to the
                       lenders under the Cablecom Credit Facility and to
                       require it to obtain the consent or approval of any
                       person holding an interest in the Cablecom Group that
                       would be required to approve an outside investment in,
                       or sale of all or a part of, the Cablecom Group; and

               o       if a sale of all or a part of the Cablecom Group is
                       completed at any time on or prior to August 31, 2003
                       where the consideration received by the Company (after
                       deduction of all costs, expenses, liabilities, taxes,
                       and/or duties incurred and/or payable in connection
                       with the sale) exceeds the amounts outstanding under
                       the Cablecom Credit Facility and related finance
                       documents at such time, the lenders under the Cablecom
                       Credit Facility are entitled to receive additional
                       interest on the loan equal to 20% of any such excess
                       consideration that, in the absence of such arrangement,
                       the Company (or one of its subsidiaries, as the case
                       may be) would have actually received and been entitled
                       to retain for its own account, net of all


                                      22
<page>


                      taxes and levies arising from such payment to the
                      lenders under the Cablecom Credit Facility; if the
                      consideration is received in installments, the lenders
                      under the Cablecom Credit Facility's entitlement will be
                      paid in the like installments and if the consideration
                      is non-cash, the lenders under the Cablecom Credit
                      Facility's entitlement will be in like kind.

        Under the agreement discussed above, the requirement of Cable Connect
Switzerland 1 CV and/or NTL Cablecom Holding GmbH and/or Cablecom and/or NTL
Delaware to obtain the consent or approval of any person whose consent or
approval is required in connection with an outside investment in, or sale of
all or a part of, the Cablecom Group does not extend to the obtaining of any
consent or approval from any lenders under the Cablecom Credit Facility or any
applicable governmental or regulatory authority. The parties agreed to
mutually cooperate to complete any investment or sale in the most
tax-efficient manner for the Company. See Section III, Risk Factors - Risk
Factors Relating to Cablecom - "No assurance of a sale of, or outside
investment in, the Cablecom Group that will generate value to the Company."

        Under the Cablecom Credit Facility and subsequent agreement referred
to above, there is an obligation upon Cablecom to appoint an investment bank
to advise upon a proposed sale of, or outside investment in, the Cablecom
Group. However, with the knowledge of the lenders under the Cablecom Credit
Facility (notwithstanding the provisions of the aforesaid agreements), such
appointment has not been made and the formal process of seeking a sale of, or
outside investment in, the Cablecom Group has not yet commenced.

Swiss Regulation Affecting Cablecom
-----------------------------------

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

        (1)    Telecommunications Act

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

        According to the Telecommunications Act, any operator which provides
telecommunications services and independently operates a significant portion
of a network must obtain a license. If certain technical and organizational
criteria are met, the operator is entitled to obtain such license. Special
rules apply to the use of the radio frequency spectrum and the provision of


                                      23
<page>

universal service. Fixed line carriers and cable television operators have a
legal right to lay cables on public property in order to build their networks.

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

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

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

        In 2001, the Swiss Supreme Court ruled that, despite its market power,
there are no legal grounds to require Swisscom to grant interconnection for
rented lines and "transmission media," thereby partly reversing a prior
decision by ComCom. The Swiss Supreme Court further ruled that the current law
provides no basis for the "unbundling." No explanation was given as to whether
this term was meant to include the full unbundling of the local loop, the
shared use of the copper wire, or the provision of fast bitstream access by
the incumbent at non-discriminatory terms. Following this ruling, the Federal
Council on April 24, 2002 in principle decided to amend the Telecommunications
Ordinance and thereby force the unbundling of the local loop as well as
including rented lines in the interconnection regime. Swisscom has announced
that it will challenge any such amendments in court. Both the recent move by
the Federal Council and the attitude of Swisscom are likely to increase
pressure on market dominant cable television operators to grant
interconnection and eventually unbundled access to their local loop in one way
or another.

        (2)    Radio and Television Act


                                      24
<page>

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

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

Cablecom Regulatory Matters and Litigation
------------------------------------------

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

        Agreement with the Swiss Price Regulator

        Cablecom was involved in proceedings before the Swiss Price Regulator
which attempted to regulate the prices charged for basic television service
provided by Cablecom. Cablecom and the Swiss Price Regulator have recently
agreed upon a settlement pursuant to which Cablecom must not charge more that
CHF 19.50 per month per subscriber for such basic television service for the
period 2003-2004. It is expected that a settlement agreement to that effect
will be signed in the near future. The immediate result of the settlement is
that Cablecom's price structure has been set back to approximately 2001
levels, which may have a material adverse effect on Cablecom's business and
that of the Company.

        Litigation With Teleclub

        At present, Cablecom is involved in proceedings before the Swiss
Competition Commis sion where an order is being sought forcing Cablecom to
distribute Teleclub's digital programs


                                      25
<page>

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

Premium TV Limited
------------------

        Overview

        Premium TV Limited is a wholly owned subsidiary of the Company which
focuses on the development of Internet and media rights in UK sport. It has a
joint venture with Eurosport, the pan-European basic tier sports channel, to
develop British Eurosport, a version of Eurosport tailored to appeal to United
Kingdom viewers. This channel is currently available to all of NTL UK and
Ireland's United Kingdom pay television homes.

        Premium TV Limited has also entered into long-term joint ventures with
a number of United Kingdom football teams including Glasgow Rangers, Leicester
City, Middlesbrough, and Newcastle United, as well as with the Football League
Limited (the "League"), which represents in excess of 70 teams, and has
entered into a five-year operating agreement with Aston Villa. These joint
ventures are intended to develop the football teams' Internet and broadband
rights which may include audio-visual footage of matches on a delayed basis
and live audio coverage of matches.

        In addition, Premium TV Limited was developing a classic sports
television channel, and has a contractual arrangement with the BBC permitting
Premium TV Limited to show historical sporting events, including football
matches, from the BBC's library. Premium TV Limited currently intends to wind
down this activity and cease further development of this channel.

        Premium TV Limited is obligated to provide funding of up to
approximately (pound)19 million to fund various of its joint venture
interests. Of this amount, the payment of approximately (pound)13 million has
been guaranteed by NTL Delaware. If Premium TV Limited fails to provide its
committed funding under the relevant shareholder arrangements relating to
these joint ventures, Premium TV Limited and, in respect of the guaranteed
amounts, NTL Delaware, may be sued for non-payment. As a result of Old NTL's
recapitalization process and its failure to fund certain of these joint
ventures, the relevant joint venture partners may assert that they can
compulsorily


                                      26
<page>

acquire Premium TV Limited's interest in the relevant joint venture at a third
party appraisal valuation. Premium TV Limited is currently in discussions with
certain of these joint venture partners with a view to restructuring the
relevant joint ventures. In the event that these discus sions do not reach a
resolution acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities.

        Settlement with the Football League

        On November 30, 2000, Premium TV Limited entered into a long-term
joint venture (the "Joint Venture") with the League to develop the League's
and its member football teams' Internet rights through the creation of a
League Internet portal, including the exploitation on or through the portal of
audio-visual footage of football matches on a delayed basis and live audio
coverage of football matches. Premium TV Limited was obligated to fund the
Joint Venture's obligation to pay periodic rights fees to the teams as well as
funding the Joint Venture's working capital requirements. On December 21,
2000, NTL Delaware entered into a guaranty for the benefit of the League and
Old NTL Inc. entered into a deed of undertaking and warranty for the benefit
of the League, whereby NTL Delaware guaranteed Premium TV Limited's
obligations under the Joint Venture and Old NTL Inc. gave certain undertakings
to the League in respect of NTL Delaware's guaranty. In June 2002, Premium TV
Limited entered into discussions with the League with a view to restructuring
the Joint Venture.

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

        Settlement with NTL Broadcast

        Classic Sport Limited ("Classic Sport"), a wholly owned subsidiary of
Premium TV Investments LLC, has recently settled a dispute with National
Transcommunications Limited ("NTL Broadcast"), a subsidiary of NTL UK and
Ireland, relating to approximately (pound)13 million that NTL Broadcast
claimed it was owed in relation to the termination of a contract between the
parties. Classic Sport, Premium TV Limited (which entered into the contract as
agent for Classic Sport) and NTL Broadcast have agreed to a settlement of this
matter, whereby the disputed


                                      27
<page>

contract was terminated, Classic Sport and Premium TV Limited settled all
outstanding invoices owed to NTL UK and Ireland and NTL Broadcast received
(pound)700,000 in full and final settlement of all outstanding and future
claims between the parties relating to the contract.

        See Section III, Risk Factors - Risk Factors Relating to the Company
and its Securities - "Uncertainty regarding Premium TV Limited's interests in
and obligations to certain joint ventures."

B2 Bredband AB
--------------

        Overview

        The Company has retained Old NTL's minority interest in B2. The other
principal investors in B2 are the Investor Group, Continuum Group Limited,
Access Industries, and the Carlyle Group. B2 is a broadband communications
company providing 10 Mb/s network access and broadband services to residential
and small-to-medium business customers.

        B2 provides "always on", low-cost access to a high-capacity broadband
network that provides transmission both to and from the customer at the same
speed and at the same time. B2's 10 Mb/s network access speed is substantially
faster than typical connections offered by existing cable television and
telecommunications operators and is upgradeable to 100 Mb/s without
significant expense. In addition to broadband access, B2 intends to provide
telephony and video access to its customers through a personalized,
interactive interface. B2 has tested its VoIP telephony product.

        Funding Dispute Update

        On April 15, 2002, a funding request for more than $20 million was
received by Old NTL under the terms of the investment agreement relating to
Old NTL's investment in B2. Old NTL informed B2 and the other principal
investors that it was not in a position to comply with this request for
funding. The B2 investment agreement provides that if Old NTL fails to provide
such funding, it may be sued for non-payment and arguably could lose certain
rights under the B2 shareholders' agreement. Pursuant to the applicable
documents, if this occurs the majority of the other shareholders may also
elect to terminate the shareholders' agreement with respect to Old NTL and
exercise a contractual right to acquire on a pro rata basis Old NTL's interest
in B2 at 25% of fair market value. If the other shareholders were able and
elected to exercise these rights, Old NTL could be forced to sell its stake in
B2 at a loss.

        On October 4, 2002, Old NTL filed a motion with the Bankruptcy Court
to reject the B2 investment agreement and shareholders' agreement under
section 365 of the Bankruptcy Code, and the Bankruptcy Court subsequently
authorized Old NTL's rejection of the agreements. On November 8, 2002, B2 and
the other shareholders filed proofs of claim with the Bankruptcy Court
asserting their right to recover: (i) more than $20 million from Old NTL in
respect of the


                                      28
<page>


unpaid funding request; (ii) unspecified damages for Old NTL's failure to
perform under the relevant agreements; and (iii) unspecified costs and
expenses incurred in the exercise of their remedies under the agreements.
Additionally, B2 and the other shareholders reserved their rights to avail
themselves of any remedies under the investment agreement and shareholders'
agreement and to take any actions to acquire Old NTL's interest in B2, as
described above. The Company has had preliminary discussions with B2 and its
other shareholders regarding a possible settlement, but there can be no
assurance that such a settlement will be reached in a timely manner, if at
all, or that the terms of any such settlement will be favorable to the
Company. In the absence of any such settlement, the Company intends to object
to the proofs of claim filed by B2 and the other shareholders. In accordance
with a stipulation approved by the Bankruptcy Court on September 5, 2002, the
Bankruptcy Court will retain jurisdiction to adjudicate the claims of B2 and
the other shareholders pursuant to Swedish law.

Other Interests of the Company
------------------------------

        The Company has also retained Old NTL's equity investments in Two Way
TV Limited (an interactive television service provider), Global Radio
Participations SA (a European digital radio license holder), Radioscape
Limited (a digital radio technology company), NTL Lanbase, SL (the company for
the Spanish operations of ntl: business), the operations of ntl: broadcast in
Malaysia and Thailand, and the channel content providers of the ITV News
Channel and The Studio Channel Limited. The Studio Channel Limited shut down
operations effective January 1, 2003. The Company has been informed that The
Studio Channel Limited is in discussions with its creditors regarding a
winding-up of its business.

V.      Management and Corporate Governance

        As of the Effective Date, the directors serving on the Company's
three-member Board of Directors are Jeffrey A. Brodsky, Michael J. Cochran and
H. Sean Mathis. Jeffrey A. Brodsky is the Chairman of the Board of Directors.
The Company's officers are Jeffrey A. Brodsky, the Company's President and
Chief Executive Officer, John F. Gregg, the Company's Chief Financial Officer
and Treasurer, Bruno Claude, the Company's Chief Operating Officer, Robert A.
Schmitz, the Company's Vice President and Secretary, and Richard A. Spohn, the
Company's Vice President and Chief Accounting Officer.

        The Company's Board of Directors has established a compensation
committee, comprised of two members, Michael J. Cochran and H. Sean Mathis,
who qualify as "non-employee directors" within the meaning of Rule
16b-3(b)(3)(i) of the Exchange Act. The Chairman of the compensation committee
is Michael J. Cochran.

        The Company's Board of Directors has established an audit committee,
comprised of two members, Michael J. Cochran and H. Sean Mathis, who meet the
"independence test" under Section 301 of the Sarbanes-Oxley Act of 2002. The
Chairman of the audit committee is H. Sean Mathis.


                                      29
<page>

        The Company has entered into employment agreements with each of John
F. Gregg and Bruno J. Claude, copies of which are attached as Exhibits 10.3
and 10.4, respectively, and are incorporated by reference herein. In addition,
Cablecom has entered into employment agreements with each of John F. Gregg
and Bruno J. Claude, copies of which are attached as Exhibits 10.5 and 10.6,
respectively, and are incorporated by reference herein.

        The Company has engaged Quest Turnaround Advisors, L.L.C. ("Quest"), a
company whose principals include Jeffrey A. Brodsky and Robert A. Schmitz, to
provide consulting services to the Company and its subsidiaries. The services
of Messrs. Brodsky and Schmitz are provided to the Company by Quest Turnaround
Advisors. A copy of the current engagement letter is attached as Exhibit 10.7
hereto and is incorporated by reference herein. It is anticipated that the
Company will revise the terms of its engagement with Quest in the near future.

        The Company has entered into Director and Officer Indemnification
Agreements with Jeffrey A. Brodsky, H. Sean Mathis, Michael J. Cochran, Robert
A. Schmitz, Richard A. Spohn, John F. Gregg and Bruno Claude, the form of
which is attached as Exhibit 10.8 hereto and is incorporated by reference
herein.

VI.     Relationship with NTL UK and Ireland

        In connection with the consummation of the Plan, the Company has
entered into several agreements with NTL UK and Ireland including: (i) a Tax
Sharing Agreement, a copy of which is attached as Exhibit 10.9 hereto and is
incorporated by reference herein; (ii) a Transitional Services Agreement, a
copy of which is attached as Exhibit 10.10 hereto and is incorporated by
reference herein; (iii) a De-Merger Agreement, a copy of which is attached as
Exhibit 10.11 hereto and is incorporated by reference herein; and (iv) a
Novation Agreement regarding Cable and Wireless Communications plc, a copy of
which is attached as Exhibit 10.12 hereto and is incorporated by reference
herein.

        The Tax Sharing Agreement recognizes that as a result of the
bankruptcy reorganizations and exchanges, NTL UK and Ireland and its
subsidiaries were separated from the Company and its other subsidiaries, and
thus ceased to be members of the consolidated tax group whose parent is the
Company. The Tax Sharing Agreement sets forth the agreement between NTL UK and
Ireland (and its affiliated group) and the Company (and its affiliated group)
with respect to certain tax matters, including the rights and obligations with
respect to handling and allocating taxes for periods up to and including the
separation date, taxes for transactions effectuated in connection with the
separation and for resolving tax issues that may arise thereafter. The Tax
Sharing Agreement generally gives NTL UK and Ireland the right to make
reasonable determina tions with respect to all such matters. The Tax Sharing
Agreement also provides for the surrender of tax losses between United Kingdom
tax resident affiliates of the Company and United Kingdom tax resident
affiliates of NTL UK and Ireland.


                                      30
<page>

        The Transitional Services Agreement recognizes that prior to the
bankruptcy reorganization, the Company and NTL UK and Ireland provided
various services to one another that each party will continue to require in
order to carry on its business. Accordingly, the Transitional Services
Agreement sets forth the agreement between the Company and its subsidiaries
and NTL UK and Ireland to continue to provide certain services to each other
on a transitional basis, including but not limited to financial services,
accounting services, treasury services, investor relations services and legal
services. In addition, NTL UK and Ireland shall continue to make available
necessary personnel, office space and technical support to the Company on a
transi tional basis. Upon the termination of the Transitional Services
Agreement, there can be no assurance that the Company will be able to
replicate the services provided thereunder or that it will be able to find an
alternative services provider on acceptable terms.

        Under the De-Merger Agreement, the Company and NTL UK and Ireland have
agreed to provide one another access to information and documentation
following the Effective Date so that they can comply with their respective
filing and other obligations. The De-Merger Agreement also provides that NTL
UK and Ireland shall have the benefit of appropriate rights and covenants
received by Old NTL with respect to the assets of NTL UK and Ireland.

        The Novation Agreement relates to various agreements relating to the
acquisition in May 2000 by Old NTL Inc. of the residential business of Cable &
Wireless Communications plc, known as "ConsumerCo." However, upon the
Effective Date, ConsumerCo ceased to be in the same group of companies as the
Company and therefore the Company, NTL UK and Ireland and various of their
respective subsidiaries entered into the novation agreement with respect to
such agreements. The parties to the novation agreement have agreed, as of the
Effective Date, to novate to NTL UK and Ireland certain of the Company's
rights and obligations under and in connection with the transaction agreement
dated July 26, 1999, and to release one of the Company's subsidiaries, NTL
Delaware, from its obligations thereunder. The parties also agreed, as of the
Effective Date, to novate to NTL UK and Ireland certain of the Company's
rights and obligations under a tax deed dated May 30, 2000 and all of the
Company's rights and obligations under a supplementary tax deed dated May 30,
2000 and a settlement agreement dated October 5, 2001. The effect of the
various novations is, among other things, to ensure that the Company retains
the benefit of certain covenants in the original agreements which it may need
to rely upon while transferring to NTL UK and Ireland all other covenants and
the liabilities relating to actions of ConsumerCo after the Effective Date.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

4.1            Registration Rights Agreement, dated as of January 10, 2003, by
               and among NTL Europe, Inc. and the other parties listed on the
               signature pages thereto

10.1           NTL Europe, Inc. 2003 Stock Option Plan adopted on January 10,
               2003


                                      31
<page>

10.2           Credit Agreement, dated March 28, 2000, as amended on May 16,
               2000 and as amended and restated as of May 2, 2002, by and
               among NTL (Delaware), Inc. as parent, NTL Cablecom Holding GmbH
               as shareholder, Cablecom GmbH as principal borrower, J.P.
               Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers
               and joint book managers, J.P. Morgan Europe Limited as agent,
               and the lenders party thereto

10.3           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and John F. Gregg

10.4           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and Bruno J. Claude

10.5           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and John F. Gregg

10.6           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and Bruno J. Claude

10.7           Engagement Letter, dated August 30, 2002, by and among NTL
               Europe, Inc., the Creditors' Committee and Quest Turnaround
               Advisors, L.L.C.

10.8           Form of NTL Europe, Inc. Director and Officer Indemnification
               Agreement and a schedule of persons party thereto

10.9           Tax Sharing Agreement, dated January 10, 2003, by and between
               NTL Europe, Inc. and NTL Incorporated

10.10          Transitional Services Agreement, dated January 10, 2003, by and
               between NTL Europe, Inc. and NTL Incorporated

10.11          De-Merger Agreement, dated January 10, 2003, by and between NTL
               Europe, Inc. and NTL Incorporated

10.12          Novation Agreement, dated January 9, 2003, by and among NTL
               Europe, Inc., NTL Incorporated, Cable and Wireless plc and
               certain of each of their respective subsidiaries

99.1           Media Release issued by NTL Europe, Inc. on January 10, 2003


Item 9.  Regulation FD Disclosure.


                                      32
<page>

        On January 10, 2003, the Company announced that the Plan became
effective. A copy of the announcement is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.




                                      33
<page>

                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               NTL EUROPE, INC.
                                               (Registrant)


                                               By:_______________________
                                                  Name:  Jeffrey A. Brodsky
                                                  Title: President and Chief
                                                          Executive Officer


Dated: January 10, 2003





                                      34
<page>

                                 EXHIBIT INDEX
                                 -------------

Exhibit

4.1            Registration Rights Agreement, dated as of January 10, 2003, by
               and among NTL Europe, Inc. and the other parties listed on the
               signature pages thereto

10.1           NTL Europe, Inc. 2003 Stock Option Plan adopted on January 10,
               2003

10.2           Credit Agreement, dated March 28, 2000, as amended on May 16,
               2000 and as amended and restated as of May 2, 2002, by and
               among NTL (Delaware), Inc. as parent, NTL Cablecom Holding GmbH
               as shareholder, Cablecom GmbH as principal borrower, J.P.
               Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers
               and joint book managers, J.P. Morgan Europe Limited as agent,
               and the lenders party thereto

10.3           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and John F. Gregg

10.4           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and Bruno J. Claude

10.5           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and John F. Gregg

10.6           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and Bruno J. Claude

10.7           Engagement Letter, dated August 30, 2002, by and among NTL
               Europe, Inc., the Creditors' Committee and Quest Turnaround
               Advisors, L.L.C.

10.8           Form of NTL Europe, Inc. Director and Officer Indemnification
               Agreement and a schedule of persons party thereto

10.9           Tax Sharing Agreement, dated January 10, 2003, by and between
               NTL Europe, Inc. and NTL Incorporated

10.10          Transitional Services Agreement, dated January 10, 2003, by and
               between NTL Europe, Inc. and NTL Incorporated

10.11          De-Merger Agreement, dated January 10, 2003, by and between NTL
               Europe, Inc. and NTL Incorporated


                                      35
<page>

10.12          Novation Agreement, dated January 9, 2003, by and among NTL
               Europe, Inc., NTL Incorporated, Cable and Wireless plc and
               certain of each of their respective subsidiaries

99.1           Media Release issued by NTL Europe, Inc. on January 10, 2003




                                      36
<page>
[{"type": "8-K", "sequence": "1", "filename": "s398699.txt", "secsgml_size_bytes": 103759}]
{"company-data": {"conformed-name": "NTL EUROPE INC", "cik": "0001114937", "assigned-sic": "4813", "irs-number": "134105887", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30673", "film-number": "03511164"}, "business-address": {"street1": "37 PURCHASE STREET", "street2": "2ND FLOOR", "city": "RYE", "state": "NY", "zip": "10580", "phone": "9149211800"}, "mail-address": {"street1": "37 PURCHASE STREET", "street2": "2ND FLOOR", "city": "RYE", "state": "NY", "zip": "10580"}, "former-company": {"former-conformed-name": "NTL INC/DE/", "date-changed": "20000519"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

      ------------------------------------------------------------------

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): January 10, 2003

                               NTL Europe, Inc.
        ---------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

Delaware                                   0-30673               13-4105887
-------------------------------------------------------------------------------
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
Incorporation)                                               Identification No.)

                   37 Purchase Street, Rye, New York                 10580
-------------------------------------------------------------------------------
                (Address of Principal Executive Offices)          (Zip Code)

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

                               NTL Incorporated
                       110 East 59th Street, 26th Floor
                           New York, New York 10022
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.

I.      Background of NTL Restructuring

        As previously reported, on May 8, 2002, NTL Incorporated ("Old NTL
Inc." and, together with its debtor and non-debtor subsidiaries, "Old NTL")
and certain of its subsidiaries, namely, NTL (Delaware), Inc. ("NTL
Delaware"), NTL Communications Corp. ("NTL CC"), Diamond Cable Communications
Limited ("Diamond Cable"), Diamond Holdings Limited ("Diamond Holdings"), and
Communications Cable Funding Corp. ("Cable Funding" and together with Old NTL
Inc., NTL Delaware, NTL CC, Diamond Cable and Diamond Holdings, the "Debtors")
each filed a voluntary petition for a "prearranged" joint plan of
reorganization under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") to convert approximately $10.6 billion of debt into equity
of two separate companies.

        The filings were made on May 8, 2002 in the United States Bankruptcy
Court for the Southern District of New York located in New York, New York (the
"Bankruptcy Court"). The cases were assigned to the Honorable Allan L.
Gropper, under the case numbers 02-41316 (NTL Incorporated), 02-41317 (NTL
(Delaware), Inc.), 02-41318 (NTL Communications Corp.), 02-41321 (Diamond
Cable Communications Limited), 02-41320 (Diamond Holdings Limited), and
02-41319 (Communications Cable Funding Corp.). On May 24, 2002, the Debtors
filed a disclosure statement and an amended joint reorganization plan with the
Bankruptcy Court. On July 15, 2002, the Debtors filed an amended disclosure
statement and a second amended joint reorganization plan with the Bankruptcy
Court. On September 5, 2002, the Bankruptcy Court entered an order (the
"Confirmation Order") confirming the Second Amended Joint Reorganization Plan
of NTL Incorporated and Certain Subsidiaries, filed on July 15, 2002 (as
modified and confirmed on September 5, 2002) (the "Plan"). Old NTL Inc. issued
a press release related to the foregoing, a copy of which is filed as Exhibit
99.1 to Old NTL Inc.'s Current Report on Form 8-K filed with the United
States Securities and Exchange Commission (the "SEC") on September 5, 2002.

        The Plan became effective on January 10, 2003 (the "Effective Date"),
at which time, pursuant to the Plan, Old NTL was reorganized into two separate
groups, the holding companies for which are the corporations previously named
"NTL Incorporated" and "NTL Communications Corp." NTL Incorporated was
renamed "NTL Europe, Inc." (referred to herein as the "Company") and is the
holding company for substantially all of Old NTL's businesses and investments
in continental Europe as well as other minority investments and interests. NTL
Communications Corp. was renamed "NTL Incorporated" and is the holding company
for substantially all of Old NTL's businesses and operations in the United
Kingdom and Ireland (referred to herein as "NTL UK and Ireland").

        On the Effective Date, the Company filed the Amended and Restated
Certificate of Incorporation of NTL Incorporated (the "Charter") with the
Secretary of State of the State of Delaware, authorizing, among other things,
the change in the Company's name to NTL Europe,

                                      2
Inc. In addition, on the Effective Date and pursuant to the Plan all
previously outstanding public debt, equity securities and stock options of Old
NTL Inc. were cancelled and the Company issued 20,000,000 shares of common
stock, par value $0.01 per share (the "Common Stock"), together with
associated preferred stock purchase rights (the "Stockholder Rights"), and
approximately 7,364,000 shares of 10% Fixed Coupon Redeemable Preferred Stock,
par value $0.01 per share (with a $50.00 liquidation preference per share)
(the "Preferred Stock"). In addition, on or as soon as practicable after the
Effective Date and pursuant to the Plan, the holders of NTL CC's senior and
subordinated notes, NTL Delaware's subordinated notes (other than France
Telecom) and Old NTL Inc.'s subordinated notes (other than France Telecom)
will receive their pro rata portion of the specified cash of NTL Delaware and
Old NTL Inc. (approximately $322 million). In accordance with the Plan, the
Company's Board of Directors has reserved 2,000,000 shares of its Common Stock
for issuance upon exercise of the management incentive options authorized for
grant under the Company's management incentive plan, a copy of which is
attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Currently, the Company does not intend to issue any options under the NTL
Europe, Inc. 2003 Stock Option Plan due to the likelihood that the options
will not have any value in the future.

        A description of the Company's capital stock and other related matters
is contained in its registration statement on Form 8-A/A filed with the SEC on
January 10, 2003 (the "Form 8- A/A"), which is incorporated by reference
herein, registering the Common Stock, the Preferred Stock and the Stockholder
Rights pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

        On the Effective Date, Old NTL Inc. released its 27.1% interest (the
"Noos Interest") in Suez Lyonnaise Telecom ("Noos") to France Telecom as part
of a compromise and settlement under the terms of the Plan. Pursuant to the
terms of the Plan, the Noos Interest was released to France Telecom in
exchange for (i) the cancellation of the shares of Variable Coupon Redeemable
Preferred Stock, Series A of Old NTL Inc. and shares of Fixed Coupon
Redeemable Preferred Stock, Series A of Old NTL Inc., (ii) the waiver by
France Telecom of its rights to any distribution on account of its claims as a
holder of Old NTL Inc. and NTL Delaware 5 3/4% convertible subordinated notes,
(iii) the release by France Telecom of any contingent payments due to France
Telecom pursuant to the 1G Protocol and Convention Agreement, dated May 6,
1999 (the "1G Franchises") and the transfer of the 1G Franchises by Old NTL to
Noos, and (iv) a $25 million payment by France Telecom to the Company on the
Effective Date.

        The Plan provides that each holder of an allowed NTL CC senior notes
claim is to receive, among other consideration, its pro rata share of the
Class 7 Euroco Value, which is defined in the Plan as the value of 331,222
shares of Common Stock. On November 20, 2002, the Bankruptcy Court entered an
order authorizing an amendment to the Plan to make the definition of Class 7
Euroco Value more precise by including the timing of its distribution and the
method of calculating its value. As a result, the Class 7 Euroco Value will be
the value of 331,222 shares of Common Stock calculated based on the
volume-weighted average closing prices of the shares of Common Stock during
the period of 60 trading days immediately

                                      3
following the Effective Date. Upon the expiration of the 60 trading day
period, the Class 7 Euroco Value will be paid by the Company to holders of
allowed NTL CC senior notes claims in cash.

        Pursuant to Article VII.B.3 of the Plan, any holder of allowed claims
or interests entitled to receive a distribution under the Plan who, as a
result of such holdings, would own in excess of 15% of the outstanding Common
Stock upon consummation of the Plan is only entitled to receive distributions
in an amount not to exceed 15% of the outstanding shares of Common Stock.
However, any such holder who meets specified qualifications (relating
primarily to being a passive investor and having no intent to compete with the
Company) may be designated by the Debtors and the Creditors' Committee as a
"Euroco Grandfathered Distributee" in order to receive the full distributions
of Common Stock to which it would be entitled but for Article VII.B.3 of the
Plan. Appaloosa Management, LP requested to be designated a Euroco
Grandfathered Distributee. The Debtors and the Creditors' Committee have
designated Appaloosa Management, LP as a Euroco Grandfathered Distributee, and
therefore Appaloosa Management, LP will receive the full distribution of
Common Stock to which it is entitled on account of its allowed claims and
interests under the Plan.

        The Confirmation Order authorizes and approves, as of the Effective
Date, the redemption for cash by the Board of Directors of the Company of $25
million of Preferred Stock. Such redemption occurred on the Effective Date,
with the $25 million cash redemption price to be distributed to the holders of
the Preferred Stock pro rata in accordance with their holdings of Preferred
Stock when the Preferred Stock is disbursed by the disbursing agent.
Immediately after such redemption, approximately $343 million of liquidation
preference of Preferred Stock remains outstanding, which is equal to
approximately 6,864,000 shares of Preferred Stock. Upon completion of the
disbursement of the $25 million cash for the redemption of Preferred Stock on
the Effective Date, the Company will have approximately $63 million cash on
hand. See Section III, Risk Factors - Risk Factors Relating to the Company and
its Securities - "The Company has limited liquidity, raising substantial doubt
about its ability to continue as a going concern" and "No assurance of future
funding."

        On November 3, 2002, Old NTL Inc., NTL Delaware, and Brigadoon
Ventures, Inc., a wholly-owned subsidiary of NTL Delaware (collectively, the
"NTL Entities"), entered into an agreement (the "Support Agreement"), whereby
(1) the Company is entitled to receive a cash facilitation fee for its
cooperation in the restructuring of iesy Hessen GmbH ("iesy Hessen") and its
subsidiaries (collectively, "iesy") (but not in consideration of the NTL
Entities' indirect equity stake in iesy) of approximately $1.3 million, less
the NTL Entities' pro rata share of expenses incurred at the eKabel L.P.
partnership level and (2) the NTL Entities are entitled to receive a release
of possible liabilities and claims arising out of their indirect equity stake
in iesy, including claims alleged by certain holders of notes of iesy Hessen
in the Debtors' Chapter 11 cases. The NTL Entities hold their equity stake in
iesy through a Company-controlled partnership that has a 50% ownership
interest in eKabel L.P. ("eKabel"), which in turn has a 65% indirect equity
interest in iesy Hessen.

                                      4
The transactions contemplated by the Support Agreement are expected to
close in January 2003, at which time the Company will receive a cash payment
in the approximate amount of $1.05 million (after deduction of the NTL
Entities' pro rata share of expenses incurred at the eKabel partnership level)
and the NTL Entities will receive the releases described above.

        If the transactions contemplated by the Support Agreement are
completed (the "Support Agreement Transactions"), the noteholders of iesy
Hessen who participated in the iesy restructuring will indirectly acquire
over 90% of the equity of the iesy operating companies with the remaining
equity of the iesy operating companies indirectly allocated to the noteholders
of iesy Hessen who did not participate in the iesy restructuring. If the
Support Agreement Transactions are completed, the NTL Entities will not
receive any consideration for their indirect equity stake in iesy. There can
be no assurance that the Support Agreement Transactions, including the
approximate $1.05 million cash payment to the Company and the releases granted
to the NTL Entities, will be completed. If the Support Agreement Transactions
are not completed, it is unlikely that the NTL Entities will receive any
direct or indirect consideration with respect to their indirect equity stake
in iesy. It is possible that the NTL Entities will dispose of, transfer,
liquidate or abandon their ownership interest in eKabel and the NTL Entities
will not receive any consideration if one of such transactions was to occur.

        Certain holders of the Common Stock and the Preferred Stock who are or
may be deemed to be "affiliates" or "underwriters" of the Company for purposes
of the Securities Act of 1933, as amended, have been granted registration
rights with respect to the Common Stock and the Preferred Stock pursuant to a
Registration Rights Agreement, which is attached as Exhibit 4.1 hereto and is
incorporated by reference herein.

II.     The Company's Business

        The Company's primary holdings are: Cablecom GmbH ("Cablecom"), Old
NTL's cable business in Switzerland; and Premium TV Limited, Old NTL's sports
TV content and internet business in the United Kingdom. The Company's other
interests include Old NTL's investment in B2 Bredband AG ("B2"), the Swedish
broadband communications company, and Old NTL's equity investments as
described in Section IV, "Description of the Company's Business." The majority
of the Company's holdings are currently being restructured, and the Company is
reviewing all of its holdings to determine the most appropriate course of
action, which may result in one or more of these holdings being sold,
transferred, foreclosed upon, liquidated, wound-up or otherwise disposed of in
the near future or at a later date. There can be no assurance that the Company
or its subsidiaries will receive any proceeds from any of these transactions
after the payment of outstanding debt of the relevant companies and any fees
and expenses incurred in connection with these transactions. See generally
Section III, "Risk Factors" below.

                                      5
III.    Risk Factors

        You should strongly consider these risk factors in evaluating an
investment in the Company, the Common Stock and the Preferred Stock. An
investment in securities of the Company involves an extremely high degree of
risk.

Risk Factors relating to the Company and its Securities

        The Common Stock may have little if any equity value and could be
        worthless

        The value of the common equity of the Company is highly uncertain. Any
investment in the Common Stock is highly speculative. There has been a
significant deterioration in valuations of assets similar to those owned by
the Company, its subsidiaries and affiliated joint ventures. The Company's
subsidiaries and affiliated joint ventures also have substantial levels of
indebtedness. In addition, the Preferred Stock enjoys significant rights and
preferences over the Common Stock and it is likely that the Company will never
declare and pay dividends on the Common Stock. As a result, there may be
little if any remaining equity value attributable to the Common Stock which
could be worthless.

        Holders of shares of Common Stock and Preferred Stock may have
        substantial difficulty in selling those shares

        There may be no trading market for the Common Stock and the Preferred
Stock. The Common Stock and the Preferred Stock will not be quoted on any
market or listed on any securities exchange. Prices for the Common Stock and
the Preferred Stock may be quoted on the Over-the-Counter Bulletin Board or
the Pink Sheets. However, securities whose prices are quoted on the
Over-the-Counter Bulletin Board or the Pink Sheets do not enjoy the same
liquidity as securities that trade on a recognized market or securities
exchange.

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

        There may also be statutory restrictions on transferability for some
holders who receive Common Stock or Preferred Stock under the Plan.

                                      6
As a result, holders of Common Stock and Preferred Stock may have
substantial difficulty in selling or otherwise disposing of those shares.

        The market price of the Common Stock and the Preferred Stock is likely
        to be highly volatile

        The Common Stock and the Preferred Stock will not be quoted on any
market or listed on any securities exchange. The Common Stock and the
Preferred Stock are each also likely to be a "penny stock." As a consequence,
although prices for the Common Stock and the Preferred Stock may be quoted on
the Over-the-Counter Bulletin Board or the Pink Sheets, there may be limited
trading activity in those securities. In addition, the securities were issued
pursuant to the Plan to holders of claims and interests in Old NTL prior to
the Effective Date, some of whom may prefer to liquidate their investment
rather than hold such securities on a long-term basis. Sales or attempted
sales of large amounts of those securities could result in substantial
volatility in the prevailing market prices.

        The Preferred Stock has a significant preference over the Common Stock

        The Preferred Stock enjoys significant rights and preferences over the
Common Stock. The Charter which governs the Common Stock and the Preferred
Stock requires the Company to pay semi-annual dividends to holders of the
Preferred Stock on a cumulative basis, and imposes limitations on the payment
of dividends on the Common Stock. Furthermore, on the Effective Date and
pursuant to the Plan, the Company redeemed $25 million in aggregate
liquidation preference of the Preferred Stock. Immediately following such
redemption, approximately $350 million of aggregate liquidation preference of
Preferred Stock remains outstanding. In a liquidation of the Company, holders
of Preferred Stock would be entitled to payment of the liquidation preference
in full before any distribution could be made to holders of Common Stock.
There can be no assurance that in the event of a liquidation the holders of
Preferred Stock would receive the full amount of their liquidation preference,
and it is likely that there would be no assets available for distribution to
holders of Common Stock who would receive no recovery. The Preferred Stock is
also entitled to mandatory redemption out of the net proceeds of any asset
sale for cash by the Company or its subsidiaries, subject to some limited
exceptions set forth in the Charter.

        The Company may not be able to pay dividends on or redeem the
        Preferred Stock or Common Stock

        Under Delaware law, unless a corporation has available surplus it
cannot pay dividends on or redeem its capital stock, including its preferred
stock. Following the Effective Date, the Company may not have available
surplus as determined under Delaware law and may be unable to pay dividends on
or redeem any of its capital stock, including the Preferred Stock, unless and
until such time as the Company has available surplus. The payment of dividends
to holders of Common Stock will be at the discretion of the Company's Board of
Directors and will depend

                                      7
upon the availability of surplus under Delaware law and among other things,
future earnings, operations, capital requirements, the Company's general
financial condition and the general financial condition of the Company's
subsidiaries and affiliated joint ventures. It is likely that the Company will
never declare and pay dividends on the Common Stock.

        The Company has limited liquidity, raising substantial doubt about its
        ability to continue as a going concern

        The Company is a holding company with no independent operations or
significant assets other than its cash received pursuant to the Plan and its
investments in its subsidiaries and affiliated joint ventures. The Company
does not anticipate that it will receive cash distributions from its
subsidiaries or affiliated joint ventures in the foreseeable future, if ever.
In addition, the terms of existing and future obligations and indebtedness of
the respective subsidiaries and affiliated joint ventures and the laws of the
jurisdictions under which they are organized may limit the Company's ability
to receive payment of dividends, loans and loan repayments and other
distributions from its subsidiaries and affiliated joint ventures. The
Company's Swiss subsidiaries have no current ability to draw under the
existing Cablecom Credit Facility (as defined in Section IV, Description of
the Company's Business - "Cablecom Credit Facility and Cablecom Credit
Facility Amendment and Waiver"). The term loan tranche of the Cablecom Credit
Facility is fully drawn and the revolving portion has been capped at its
utilized amount of CHF 1.055 billion. In addition, the Cablecom Credit
Facility is due for repayment on April 30, 2003. Without a restructuring or
other consensual agreement between the Company and the lenders under the
Cablecom Credit Facility, substantial investment from a third party or further
borrowing, Cablecom would be unable to comply with this obligation, and this
would have a material adverse effect on its business and that of the Company.
There can be no assurance that, if necessary, either Cablecom or the Company
will be able to obtain additional funding or reach a consensual agreement with
the lenders under the Cablecom Credit Facility on acceptable terms, or at all,
the absence of which may have a material adverse effect on the Company's
continued viability. See "- No assurance of future funding."

        No assurance of future funding

        The ability of the Company and its subsidiaries and affiliated joint
ventures to meet their respective near term funding requirements upon
consummation of the Plan is dependent upon a number of factors, including the
revenue, if any, generated by the Company's subsidiaries and affiliated joint
ventures, agreement with the lenders under the Cablecom Credit Facility,
distributions from the companies in which the Company has investments and the
existing cash balances of the Company, its subsidiaries and its affiliated
joint ventures, as applicable. The majority of the Company's holdings are
currently being restructured, and it is possible that one or more of these
holdings may be sold, transferred, foreclosed upon, liquidated, wound-up or
otherwise disposed of in the near future or at a later date. The Company does
not anticipate that it will receive cash distributions from its subsidiaries
or affiliated joint ventures in the foresee-

                                      8
able future, if ever, nor can there be any assurance that the Company or its
subsidiaries will receive any proceeds in the event of the disposition of
these assets.

        Recently, the capital markets have been largely unavailable to new
issuances of securities by telecommunications and media companies, and their
ability to obtain financing from bank lenders and equipment suppliers has also
become more restricted. In light of these factors and the restrictive terms of
the Preferred Stock, including those provisions entitling the holders thereof
to the net proceeds of any asset sale for cash by the Company or its
subsidiaries, subject to some limited exceptions set forth in the Charter, it
will be difficult for the Company to raise additional funding. If the Company
is able to raise additional funds, there is no guarantee that the amount
raised will be sufficient to meet the needs of the Company and its
subsidiaries and affiliated joint ventures, or that the terms of such
financing will be favorable to the Company. If additional funds are not
available on acceptable terms, or at all, the Company's business, financial
condition and continued viability will be materially adversely affected. See
Risk Factors Relating to Cablecom - "Negative impact of failure to repay the
Cablecom Credit Facility."

        Potential liability for unpaid financing fees

        In connection with the bar date for filing of securities laws claims
against the Debtors pursuant to an order of the Bankruptcy Court, proofs of
claim were filed against Old NTL Inc., NTL Delaware and NTL CC by Morgan
Stanley Senior Funding Inc. for $11.4 million. These claims are asserted by
Morgan Stanley Senior Funding Inc. in respect of alleged unpaid financing fees
for commitments of capital made in 1999. The Company and NTL Delaware believe
they have grounds for challenging these claims.

        Forced sales of the Company's assets or restructurings of those assets
        may have a detrimental effect on the Company

        If, after the Effective Date, the Company is required to sell all or a
majority of its interest in NTL Cablecom Holding GmbH and its subsidiaries
(the "Cablecom Group") (see Risk Factors Relating to Cablecom - "No assurance
of a sale of, or outside investment in, the Cablecom Group that will generate
value to the Company"), the Company's material holdings would include only
Premium TV Limited, NTL Lanbase, SL, NTL Broadcast (Thailand) Ltd., NTL
Broadcast Sdn Bhd and investments in certain joint ventures. If this were to
occur, the Company could face United States regulatory issues under the
Investment Company Act of 1940, as amended, associated with holding minority
interests in operating companies (instead of controlling the operations of the
minority interests), and the Board of Directors and senior management of the
Company would most likely examine the strategic alternatives available to the
Company, including among others, seeking a merger with, or an investment in,
an operating company and/or a liquidation of the remaining assets of the
Company.

                                      9
There can be no assurance that any of these strategic alternatives
would be available to the Company or, if available, what the terms, conditions
or timing of such transactions or their impact on the business, finances and
operations of the Company, its creditors and its stockholders would be. If
the Company is forced to sell all or a majority of its interest in the
Cablecom Group, this transaction may have a material adverse effect on the
Company.

        Negative implications of guaranty obligations

        The Company has guaranteed the obligations of one of its subsidiaries,
the exposure of which is currently in the aggregate amount of up to
approximately (pound)4.2 million. NTL Delaware has guaranteed the obligations
of certain of the Company's subsidiaries and affiliated joint ventures, the
exposure of which is currently in the aggregate amount of up to approximately
(pound)13 million. If the relevant subsidiaries or affiliated joint ventures
fail to fulfill these obligations, such subsidiaries and affiliated joint
ventures, as well as the Company and NTL Delaware, may be sued for damages. In
addition under the shareholder arrangements relating to certain of the
affiliated joint ventures, the relevant joint venture partner may in such
circumstances have the option to compulsorily acquire the Company's indirect
interest in the relevant joint venture at a discount, resulting in the Company
selling its indirect interest at a potential loss.

        Prejudice to the Company's interest in content joint ventures

        The Company continues to own an interest in joint ventures whose
continuance is dependent on the provision of content or services to NTL UK and
Ireland's cable business in the United Kingdom or the provision of certain
services on specified terms by NTL UK and Ireland and its subsidiaries to such
joint ventures. If NTL UK and Ireland breaches its carriage or service
agreements with such joint ventures or fails to renew them, there can be no
assurance that the Company will be able to retain the indirect interests that
NTL Delaware currently has in such joint ventures. Subsidiaries of NTL UK and
Ireland are major customers of such joint ventures and termination or
non-renewal of the carriage or service agreements may adversely affect the
performance of such joint ventures.

        Potential liabilities with respect to funding obligations of NTL UK
        and Ireland liabilities

        In addition to the guaranty obligations of certain of the Company's
subsidiaries and affiliated joint ventures, following the Effective Date, the
Company and NTL Delaware will continue as a result of existing contractual
commitments to guarantee the obligations of certain companies in the NTL UK
and Ireland group relating to ordinary course contracts and leasehold
property. The Company can give no assurance that those companies in the NTL UK
and Ireland Group will meet their obligations under the applicable contracts
and leases. If those companies in the NTL UK and Ireland Group fail to meet
their obligations, the Company and NTL Delaware may be liable to pay sums to
cover the liability of those companies in the NTL UK and Ireland group with
respect to such contracts and leases.

                                      10
Provisions of the Cablecom Credit Facility and the Company's corporate
        governance documents may prevent transactions involving a change of
        control of the Company

        Some provisions of the Cablecom Credit Facility, which either require
such indebtedness to be repaid or give the holder the option to require
repayment, could have the effect of delaying or preventing transactions
involving a change of control of the Company, including transactions in which
stockholders might otherwise receive a premium for their shares over then
current market prices, and may limit the ability of stockholders of the
Company to approve transactions that they may deem to be in their best
interest.

        The Charter and bylaws of the Company contain provisions which may
have the effect, alone or in combination with each other or with the existence
of authorized but unissued Common Stock and preferred stock of the Company, of
preventing or making more difficult transactions involving a change of control
of the Company. In addition, the Company's Rights Agreement may have a
significant anti-takeover effect. The Rights Agreement has the potential to
significantly dilute the ownership interests of an acquiror of shares of
Common Stock, and therefore may have the effect of delaying, deterring, or
preventing a change in control of the Company. For further information, please
see Form 8-A/A.

Risk Factors Relating to Cablecom

        Negative impact of failure to repay the Cablecom Credit Facility

        Under the terms of the Cablecom Credit Facility, no further funding is
available to Cablecom without the consent of the lenders under the Cablecom
Credit Facility. Unless the Cablecom Credit Facility is restructured, it will
be repayable in full on April 30, 2003. Without a restructuring or other
consensual agreement between the Company and the lenders under the Cablecom
Credit Facility, substantial investment from a third party or further
borrowing, Cablecom would be unable to comply with this obligation, and this
would have a material adverse effect on its business and that of the Company.

        As a consequence of a number of events of default, including the
commencement of Old NTL's Chapter 11 cases, Cablecom is currently in default
under the Cablecom Credit Facility. Waiver of such defaults will be sought in
due course or in connection with any potential restructuring of the Cablecom
Credit Facility. There can be no assurance that the lenders under the Cablecom
Credit Facility will not accelerate the repayment of amounts due under the
Cablecom Credit Facility prior to Cablecom receiving a waiver of such event of
default. Furthermore, there can be no assurance that Cablecom will
successfully negotiate a waiver on favorable terms, if at all, or reach
agreement on a consensual restructuring.

                                      11
No assurance of a sale of, or outside investment in, the Cablecom
        Group that will generate value to the Company

        Pursuant to the Cablecom Credit Facility, NTL Cablecom Holding GmbH
and/or Cablecom and/or NTL Delaware have agreed to approve any outside
investment in, or sale of all or a part of, the Cablecom Group, which is
acceptable to the lenders under the Cablecom Credit Facility.

        Under an agreement made between J.P. Morgan Chase Bank, Morgan Stanley
Senior Funding Inc., and The Royal Bank of Scotland plc as the coordinators
for the lenders under the Cablecom Credit Facility on the one hand and NTL
Cablecom Holding GmbH, Cablecom, NTL Delaware, and Cable Connect Switzerland 1
CV on the other hand, it has been agreed that if a sale of all or a part of
the Cablecom Group is consummated on or before August 31, 2003, the lenders
under the Cablecom Credit Facility will be entitled to receive additional
interest equal to 20% of the net proceeds of such a sale after repayment of
the amounts outstanding under the Cablecom Credit Facility and related finance
documents and other expenses and taxes associated with the sale.

        Under the Cablecom Credit Facility and subsequent agreement referred
to above, there is an obligation upon Cablecom to appoint an investment bank
to advise upon a proposed sale of, or outside investment in, the Cablecom
Group. However, with the knowledge of the lenders under the Cablecom Credit
Facility (notwithstanding the provisions of the aforesaid agreements), such
appointment has not been made and the formal process of seeking a sale of, or
outside investment in, the Cablecom Group has not yet commenced.

        There can be no assurance that any outside investment in, or sale of
all or a part of, the Cablecom Group pursuant to the Cablecom Credit Facility
will be possible on terms that are acceptable to the lenders under the
Cablecom Credit Facility and/or favorable to the Company and such investment
or sale may have a material adverse effect on the Company's finances and
business.

        Further, if a third party makes an investment in the Cablecom Group,
there can be no assurance that the Company will be able to maintain its
control to direct the management of the Cablecom Group and its equity
ownership may be substantially diluted.

        If Cablecom is sold, the Company will become a holding company whose
principal assets are Premium TV Limited and its minority holdings described in
Section IV, Description of the Company's Business - Other Interests of the
Company. The Company does not have the ability to direct the management of
these minority holdings and there can be no assurance that the Company will be
able to maintain its current shareholdings in these companies. See Risk
Factors Relating to the Company and its Securities - "Forced sales of the
Company's assets or restructurings of those assets may have a detrimental
effect on the Company."

                                      12
Cablecom may become "overindebted" under Swiss law in the future

        Under Swiss law, if a company's liabilities exceed its assets, the
company will be deemed to be "overindebted". If Cablecom or any of its
subsidiaries were to become overindebted, this would constitute an event of
default under the Cablecom Credit Facility, which would entitle the lenders to
accelerate repayment. In addition, under Swiss law, the board of directors of
an overindebted company is generally obliged to notify a judge of
overindebtedness so that the judge may either institute insolvency proceedings
or postpone such adjudication and take appropriate measures to preserve the
value of the assets. An overindebted company is not required to notify a judge
if the creditors of the overindebted entity subordinate their claims in the
amount of the overindebtedness. As of December 31, 2001, Cablecom's and seven
of its direct and indirect subsidiaries' liabilities exceeded their respective
assets, and those entities were deemed to be overindebted. On April 30, 2002,
the overindebtedness in respect of Cablecom was resolved by an agreement with
the Cablecom lenders and implementation of an intra-group transaction. The
problem of overindebtedness in certain of the overindebted subsidiaries was
resolved on June 26, 2002 and June 27, 2002 when they were merged into
Cablecom and other members of the Cablecom Group. The remaining overindebted
subsidiaries were not merged, but the overindebtedness issue was resolved in
those subsidiaries by way of subordination agreements which obviated any
requirement to institute insolvency proceedings in respect of these companies.
Future developments in Cablecom's business, as well as external factors, could
result in a reemergence of the overindebtedness issue under Swiss law. In
particular, absent a restructuring or other consensual agreement between the
Company and the lenders under the Cablecom Credit Facility, overindebtedness
is likely to become an issue since the Cablecom Credit Facility is due for
repayment on April 30, 2003, and it will not be possible to repay the facility
without substantial investment from a third party or further borrowing.
Reemergence of the overindebtedness issue may have a material adverse effect
on Cablecom's business and that of the Company.

        Agreement with the Swiss Price Regulator may have a negative impact on
        Cablecom's business

        Cablecom was involved in proceedings before the Swiss Price Regulator
that attempted to regulate the prices charged for basic television service
provided by Cablecom. Cablecom and the Swiss Price Regulator have recently
agreed upon a settlement pursuant to which Cablecom must not charge more than
CHF 19.50 per month per subscriber for such basic television service for the
period 2003-2004. Cablecom expects that a settlement agreement to that effect
will be signed in the near future. The immediate result of the settlement is
that Cablecom's price structure has been set back to approximately 2001
levels, which will reduce Cablecom's cash flows and may have a material
adverse effect on Cablecom's business and that of the Company.

        Litigation with Teleclub may have a negative impact on Cablecom's
        business

                                      13
At present, Cablecom is involved in proceedings before the Swiss
Competition Commission where an order is being sought forcing Cablecom to
distribute Teleclub AG's ("Teleclub") programs over a set-top box of
Teleclub's own choosing. A preliminary order was granted against Cablecom,
requiring certain interim measures, including, among other things, that
Cablecom transmit the digital television signals of Teleclub on the Cablecom
network, and stating that any appeal of the preliminary order would not have
the effect of suspending the interim orders contained therein. The Appeals
Commission in Competition Matters has confirmed such interim measures.
Cablecom has chosen not to pursue a further appeal. As a result, Cablecom
commenced distribution of Teleclub's digital signal over Cablecom's network on
December 16, 2002. In the main proceeding, Teleclub is asking the Competition
Commission to issue a permanent order pursuant to which Cablecom would be
forced to distribute its programs in the manner described above. In addition,
Teleclub is also asking the Competition Commission to set conditions,
including prices, that Cablecom would be permitted to impose on Teleclub in
connection with the distribution of its programs. The confirmation of the
interim orders by the Appeals Commission in Competition Matters as a practical
matter will grant open access to Cablecom's network to Teleclub and other
television service providers. In the course of further proceedings before the
Competition Commission, Cablecom will seek the Competition Commission's
approval that it should be paid a fair price for the services provided to
Teleclub (and possibly other television service providers). There is a risk,
however, that Cablecom will not be successful in convincing the Competition
Commission of its view and accordingly will be ordered to provide such
services at prices considered to be inadequate by Cablecom. This may have a
material adverse effect on Cablecom's business and that of the Company.

Risk Factors Relating to the Company's Investment in Premium TV Limited

        Lack of growth in the market for online premium sports content may
        have a negative effect on Premium TV Limited's revenue

        Consumer demand for online premium sports content (and in particular,
online UK football content) has failed to grow according to market
expectations. If such demand does not grow significantly in the near term,
this will adversely impact Premium TV Limited's revenue. The growth in demand
for this content is heavily linked to the growth in penetration of broadband
internet access within the UK. Broadband facilitates the delivery of complex
data such as video and audio to the consumer quickly and with high quality
pictures and/or sound. Growth in broadband penetration could be adversely
affected by a number of factors, including poor marketing, technical issues
and/or high retail prices. There can be no assurance that either the market
for broadband or customer demand for online premium sports content will grow
in the future, which if growth did not occur would have a negative effect on
Premium TV Limited's revenue growth.

        Uncertainty regarding Premium TV Limited's interests in and
        obligations to certain joint ventures

                                      14
As a result of Old NTL's recapitalization process and its failure to
fund certain of the Premium TV joint ventures in which Old NTL had an
interest, the joint venture partners in such joint ventures may assert that
they have rights to compulsorily acquire Premium TV Limited's interest in the
relevant joint venture at a third party appraisal valuation. Premium TV
Limited is currently in discussions with certain of these joint venture
partners with a view to restructuring the relevant joint ventures. In the
event that these discussions do not reach a resolution accept able to Premium
TV Limited, Premium TV Limited may seek to discontinue these joint ventures
and terminate their activities.

        In the case of one of its joint ventures, Premium TV Limited may
retain funding obligations notwithstanding that the other joint venture party
may have exercised a right to acquire Premium TV Limited's equity interest in
such joint venture following confirmation of the Plan. Although the Company
will endeavor to reach agreement with such joint venture party on these
funding obligations, there can be no assurance that the funding obligations
will be extinguished.

        Lack of solvency of UK Professional Football Clubs may have a negative
        effect on Premium TV Limited's business and that of the Company

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

Risk Factors Relating to the Company's Investment in B2

        Negative implications of rejection of Old NTL's investment agreement
        with B2

        On April 15, 2002, a funding request for more than $20 million was
received by Old NTL under the terms of the investment agreement relating to
Old NTL's investment in B2. Old NTL informed B2 and the other principal
investors that it was not in a position to comply with this request for
funding. The B2 investment agreement provides that if Old NTL fails to provide
such funding, it may be sued for non-payment and arguably could lose certain
rights under the B2 shareholders' agreement. Pursuant to the applicable
documents, if this occurs the majority of the other shareholders may also
elect to terminate the shareholders' agreement with respect to Old NTL and
exercise a contractual right to acquire on a pro rata basis Old NTL's interest
in B2 at 25% of fair market value. If the other shareholders were able and
elected to exercise these rights, Old NTL could be forced to sell its stake in
B2 at a loss.

                                      15
On October 4, 2002, Old NTL filed a motion with the Bankruptcy Court
to reject the B2 investment agreement and shareholders' agreement under
section 365 of the Bankruptcy Code, and the Bankruptcy Court subsequently
authorized Old NTL's rejection of the agreements. On November 8, 2002, B2 and
the other shareholders filed proofs of claim with the Bankruptcy Court
asserting their right to recover: (i) more than $20 million from Old NTL in
respect of the unpaid funding request, (ii) unspecified damages for Old NTL's
failure to perform under the relevant agreements, and (iii) unspecified costs
and expenses incurred in the exercise of their remedies under the agreements.
Additionally, B2 and the other shareholders reserved their rights to avail
themselves of any remedies under the investment agreement and shareholders'
agreement and to take any actions to acquire Old NTL's interest in B2, as
described above. The Company has had preliminary discussions with B2 and its
other shareholders regarding a possible settlement, but there can be no
assurance that such a settlement will be reached in a timely manner, if at
all, or that the terms of any such settlement will be favorable to the
Company. In the absence of any such settlement, the Company intends to object
to the proofs of claim filed by B2 and the other shareholders. In accordance
with the stipulation approved by the Bankruptcy Court on September 5, 2002,
the Bankruptcy Court will retain jurisdiction to adjudicate the claims of B2
and the other shareholders pursuant to Swedish law.

Actual results may turn out to be materially different from any
forward-looking statements included or incorporated by reference in this
Current Report on Form 8-K

        Certain statements contained in this Form 8-K may constitute
"forward-looking statements." When used in this Form 8-K, the words,
"believe," "anticipate," "should," "intend," "plan," "will," "may," "could,"
"expects," "estimates," "projects," "positioned," "strategy," and similar
expressions identify such forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of the Company
and its subsidiaries and affiliated joint ventures, or industry results, to be
materially different from those contemplated or projected, forecasted,
estimated or budgeted, whether expressed or implied, by such forward-looking
statements.

        Such factors include, among others, those set forth in this section
under the caption "Risk Factors" as well as: the ability of the Company and
its subsidiaries and affiliated joint ventures to continue as going
concerns; the ability of the Company and its subsidiaries and affiliated
joint ventures to obtain trade credit and shipments and terms with vendors
and service providers for current orders; the ability of the Company and
its subsidiaries and affiliated joint ventures to maintain contracts that
are critical to their respective operations; potential adverse developments
with respect to the Company and its subsidiaries and affiliated joint
ventures' liquidity, operations or results of operations; the ability to
fund and execute the business plans of the Company and its subsidiaries and
affiliated joint ventures; the ability to attract, retain and compensate
key executives and associates of the Company and its subsidiaries and
affiliated joint ventures; the ability of the Company and its subsidiaries
and affiliated joint ventures to attract and retain customers; general
economic and business conditions; technological developments; the ability
of

                                      16
the Company and its  subsidiaries  and affiliated  joint ventures to continue to
design  networks,   install   facilities,   obtain  and  maintain  any  required
governmental licenses or approvals and finance construction and development, all
in a timely manner at reasonable costs and on satisfactory terms and conditions;
assumptions about customer  acceptance,  churn rates, overall market penetration
and  competition  from  providers  of  alternative   services;   the  impact  of
restructuring and integration actions; the impact of new business  opportunities
requiring  significant  up-front  investment;  and  interest  rate and  currency
exchange  rate  fluctuations.  The Company  assumes no  obligation to update the
forward-looking  statements  contained or incorporated by reference  herein to
reflect actual results,  changes in assumptions or changes in factors  affecting
such statements.

IV.     Description of the Company's Business

Cablecom GmbH

        Overview

        Cablecom is Switzerland's largest cable operator with approximately
54% of the Swiss cable television market as of September 30, 2002. Cablecom
currently operates in the following three business areas:

        (1) Cable Networks. Residential cable television is Cablecom's largest
business and comprises 28 different cable networks of which six are
wholly-owned by Cablecom. This accounts for approximately 91% of total managed
subscribers. As of September 30, 2002, Cablecom had a penetration rate of over
91% of homes passed, 82% of homes passed have been converted to digital and
53% of homes passed had bi-directional capability. Approximately 64,761
digital television customers and 117,416 broadband Internet subscribers were
connected as of September 30, 2002. Furthermore, Cablecom had approximately
100,324 dial up subscribers at that time. Approximately 82% of Cablecom's
subscribers are in the German speaking region of Switzerland, 10% in the
French speaking region and the remainder in the Italian speaking region.

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

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

                                      17
Network Upgrade. Cablecom is currently upgrading its nationwide
network, which consists of three interconnected segments:

        (1)    Fiber optic backbone ("Backbone");

        (2)    Hybrid-fiber coaxial or "HFC" network; and

        (3)    In-house installations.

        Cablecom's network upgrade program comprises installing new Backbone
connections, installing new HFC nodes and connecting them to the Backbone,
installing a return path in the HFC amplifiers and replacing the in-house
wiring or installing filters. Over 82% of homes passed were upgraded at the
end of 2001. Moreover, as HFC networks in each area are upgraded, Cablecom
upgrades in-house installations at the request of subscribers wishing to
subscribe to new services, including digital cable television, high-speed
Internet and telephony services.

        Cable Television Services. In November 1999, Cablecom launched digital
services under the SwissFun brand name in German-speaking regions. SwissFun is
currently referred to as "digital TV." As of September 30, 2002, Cablecom had
approximately 65,426 digital television subscribers. Using a purchased or
leased set-top-box, Cablecom subscribers can access an additional 30 digital
channels and 25 radio channels for free, as part of their basic television
subscription offering. The subscribers can then subscribe to over 25
additional channels in pay packages.

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

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

        Internet Services. Cablecom will continue to roll out high-speed
Internet access services throughout its service areas as its networks are
upgraded to bi-directionality through 2006. To maximize the return on capital
expenditure, Cablecom is first upgrading subscriber areas where demand is the
highest. As of September 30, 2002, Cablecom provided cable modem services to
approximately 117,416 subscribers.

        In its franchise areas, Cablecom offers both residential customers and
businesses Internet access services connecting users to SwissOnline's portal
via Cablecom's network, and thus retains all usage related revenues for
dial-up services and all access revenues for all types of subscription-based
Internet services such as pay dial-up and high-speed Internet services.

                                      18
SwissOnline is a wholly-owned subsidiary of Cablecom and one of Switzerland's
largest Internet service providers and one of the leading portals in
Switzerland.

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

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

        Competition For Cablecom In Switzerland

        (1) Cable Television. Cablecom is Switzerland's largest cable operator
with approximately 54% of the Swiss cable television market as of September
30, 2002. Despite consolidation in the industry, which was led by Cablecom,
the cable services industry remains highly fragmented. Cablecom offers value
added services, including digital television, pay-television,
interactive-television, video- and audio-on-demand, high speed Internet, and
in the near future voice-over-Internet Protocol-telephony. These services, if
offered, will compete with third parties such as Teleclub (partly owned by the
Kirch group), Canal+/ABSat, and Telpiu/Tele+, which currently provide
pay-television by paying a transmission fee per subscriber to the cable
operators.

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

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

Cablecom Credit Facility and Cablecom Credit Facility Amendment and Waiver

        As a consequence of a number of events of default, including the
commencement of Old NTL's Chapter 11 cases, Cablecom is currently in default
under the Cablecom Credit Facility. Waiver of such defaults will be sought in
due course or in connection with any potential restructuring of the Cablecom
Credit Facility. There can be no assurance that the lenders under

                                      19
the Cablecom Credit Facility will not accelerate the repayment of amounts due
under the Cablecom Credit Facility prior to Cablecom receiving a waiver of
such event of default. Furthermore, there can be no assurance that Cablecom
will successfully negotiate a waiver on favorable terms, if at all.

        The debt outstanding under the credit agreement, dated March 28, 2000,
as amended on May 16, 2000 and as amended and restated as of May 2, 2002,
between, among others, NTL Delaware as parent, NTL Cablecom Holding GmbH as
shareholder, Cablecom as principal borrower, J.P. Morgan plc and Morgan
Stanley Senior Funding, Inc. as arrangers and joint book managers, J.P. Morgan
Europe Limited as agent, and the lenders party thereto, as may be further
amended and/or restated from time to time (the "Cablecom Credit Facility")
described below and attached hereto as Exhibit 10.2 and incorporated by
reference herein is an obligation solely of the Cablecom Group and is
non-recourse to the Company. If no further investment is made into Cablecom
and/or the Cablecom Credit Facility is not restructured and/or further
borrowing is not permitted, Cablecom will be unable to repay the Cablecom
Credit Facility, which is payable on April 30, 2003 (although the maturity
date may be extended at the option of an instructing group of lenders under
the Cablecom Credit Facility to December 31, 2003). See Section III, Risk
Factors - Risk Factors Relating to Cablecom - "Negative impact of failure to
repay the Cablecom Credit Facility" and Risk Factors Relating to the Company
and its Securities - "No assurance of future funding."

        Under the Cablecom Credit Facility, the Cablecom lenders have made
available to Cablecom and certain members of the Cablecom Group a term
facility of CHF 2.7 billion and a revolving facility in an aggregate amount of
CHF 1.4 billion.

        The term facility is fully drawn. The revolving facility has been
capped at its utilized amount of CHF 1.055 billion although the availability
may be increased with the consent of the requisite majority of the lenders
under the Cablecom Credit Facility. The revolving facility is intended to
finance operating expenses, working capital and general corporate
requirements.

        The liabilities under the Cablecom Credit Facility are supported by:
(i) guaranties from NTL Cablecom Holding GmbH, the immediate parent of
Cablecom and certain other members of the Cablecom Group; (ii) security over
the shares of Cablecom and certain other members of, and investments held by,
the Cablecom Group; (iii) security over receivables of certain members of the
Cablecom Group; and (iv) security over certain intra-Cablecom Group loans.

        Amounts outstanding under the Cablecom Credit Facility bear interest
at LIBOR plus the additional interest intended to compensate the lenders under
the Cablecom Credit Facility for the costs of complying with cash deposit
requirements imposed by the Bank of England and the European Central Bank and
fees levied by the United Kingdom Financial Services Authority plus a margin
which ratchets, depending upon the fulfillment of specified financial ratios,
between 2.50% per annum and 0.75% per annum.

                                      20
The Cablecom Credit Facility contains comprehensive information
undertakings and affirmative and negative covenants. The affirmative covenants
include financial covenants stipulating minimum EBITDA, high-speed Internet
subscribers and liquidity headroom plus a total cash interest cover ratio and
maximum capital expenditures. The affirmative covenants also include an
undertaking to appoint an investment bank to advise in connection with an
outside investment in, or sale of, the Cablecom Group as discussed below.

        The occurrence of a number of events of default entitle the agent (or
oblige the agent on the instructions of an instructing group of lenders under
the Cablecom Credit Facility) to cancel any undrawn portion of the revolving
facility and/or require the immediate repayment of all amounts outstanding
under the Cablecom Credit Facility and/or to declare all such amounts due and
payable on demand and/or to enforce or direct the enforcement of the security.
Such events of default include: (i) failure to pay; (ii) breaches of
representations; (iii) breaches of obligations and undertakings under the
Cablecom Credit Facility and related finance documents; (iv) cross-defaults;
(v) the occurrence of certain insolvency contingencies affecting NTL Delaware,
NTL Cablecom Holding GmbH or members of the Cablecom Group; (vi) displacement
of management, compulsory acquisition or seizure of revenues or assets by
government authority; (vii) repudiation of finance documents; (viii)
illegality; and (ix) the occurrence of any event or circumstance which would
have a material adverse effect.

        The Cablecom Credit Facility provides for the payment of agency and
arrangements fees and the payment of commitment commission on the daily
undrawn amount under the revolving facility at a rate (depending upon the
amounts undrawn) of 0.50% or 0.75% per annum payable quarterly in arrears.
This commitment commission is payable on the full undrawn amount of the
revolving facility notwithstanding that its availability is capped at a level
below the nominally available amount. There is a back-end fee of 1.25% payable
on the full amount of the Cablecom Credit Facility (again notwithstanding the
cap) upon repayment and cancellation of the Cablecom Credit Facility.

Cablecom Outside Investment and/or Sale Process
-----------------------------------------------

        Pursuant to the amendment of the Cablecom Credit Facility, entered
into on April 30, 2002, it was agreed that the Cablecom lenders have the
following rights in connection with an outside investment in, or sale of, the
Cablecom Group, as required by the Cablecom Credit Facility:

               o       if the lenders under the Cablecom Credit Facility are
                       not satisfied with the progress made towards a sale of,
                       or investment in, the Cablecom Group by August 31,
                       2002, Cablecom is obligated to appoint a reputable
                       investment bank approved by the steering committee of
                       the lenders under the Cablecom Credit Facility to
                       advise it in connection with the sale of all or part
                       of, or an investment in, the Cablecom Group;

                                      21
o       to require Cablecom to prepare, in consultation with
                       such investment bank(s), a mutually agreed time line in
                       relation to a possible outside investment in, or sale
                       of all or a part of, the Cablecom Group;

               o       to require the prompt notification to the agent acting
                       on behalf of the lenders under the Cablecom Credit
                       Facility of any material developments which occur after
                       the engagement of such investment bank(s) in connec
                       tion with the proposed outside investment in, or sale
                       of all or a part of, the Cablecom Group, including the
                       receipt of any investment or sale proposal relating to
                       the Cablecom Group; and

               o       to direct NTL Cablecom Holding GmbH and/or Cablecom
                       and/or NTL Delaware to approve any proposed outside
                       investment in, or sale of all or a part of, the
                       Cablecom Group, which is acceptable to the lenders
                       under the Cablecom Credit Facility and to require NTL
                       Cablecom Holding GmbH and/or Cablecom and/or NTL
                       Delaware to obtain the consent or approval of any
                       person holding an interest in the Cablecom Group that
                       would be required to approve an outside investment in,
                       or sale of all or a part of, the Cablecom Group.

        Under a subsequent agreement made on May 2, 2002 between J.P. Morgan
Chase Bank, Morgan Stanley Senior Funding Inc., and The Royal Bank of Scotland
plc as the co-ordinators for the lenders under the Cablecom Credit Facility on
the one hand and NTL Cablecom Holding GmbH, Cablecom, NTL Delaware, and Cable
Connect Switzerland 1 CV on the other hand, it was agreed that the lenders
under the Cablecom Credit Facility shall have the following rights:

               o       to direct Cable Connect Switzerland 1 CV to approve any
                       proposed outside investment in, or sale of all or a
                       part of, the Cablecom Group which is acceptable to the
                       lenders under the Cablecom Credit Facility and to
                       require it to obtain the consent or approval of any
                       person holding an interest in the Cablecom Group that
                       would be required to approve an outside investment in,
                       or sale of all or a part of, the Cablecom Group; and

               o       if a sale of all or a part of the Cablecom Group is
                       completed at any time on or prior to August 31, 2003
                       where the consideration received by the Company (after
                       deduction of all costs, expenses, liabilities, taxes,
                       and/or duties incurred and/or payable in connection
                       with the sale) exceeds the amounts outstanding under
                       the Cablecom Credit Facility and related finance
                       documents at such time, the lenders under the Cablecom
                       Credit Facility are entitled to receive additional
                       interest on the loan equal to 20% of any such excess
                       consideration that, in the absence of such arrangement,
                       the Company (or one of its subsidiaries, as the case
                       may be) would have actually received and been entitled
                       to retain for its own account, net of all

                                      22
taxes and levies arising from such payment to the
                      lenders under the Cablecom Credit Facility; if the
                      consideration is received in installments, the lenders
                      under the Cablecom Credit Facility's entitlement will be
                      paid in the like installments and if the consideration
                      is non-cash, the lenders under the Cablecom Credit
                      Facility's entitlement will be in like kind.

        Under the agreement discussed above, the requirement of Cable Connect
Switzerland 1 CV and/or NTL Cablecom Holding GmbH and/or Cablecom and/or NTL
Delaware to obtain the consent or approval of any person whose consent or
approval is required in connection with an outside investment in, or sale of
all or a part of, the Cablecom Group does not extend to the obtaining of any
consent or approval from any lenders under the Cablecom Credit Facility or any
applicable governmental or regulatory authority. The parties agreed to
mutually cooperate to complete any investment or sale in the most
tax-efficient manner for the Company. See Section III, Risk Factors - Risk
Factors Relating to Cablecom - "No assurance of a sale of, or outside
investment in, the Cablecom Group that will generate value to the Company."

        Under the Cablecom Credit Facility and subsequent agreement referred
to above, there is an obligation upon Cablecom to appoint an investment bank
to advise upon a proposed sale of, or outside investment in, the Cablecom
Group. However, with the knowledge of the lenders under the Cablecom Credit
Facility (notwithstanding the provisions of the aforesaid agreements), such
appointment has not been made and the formal process of seeking a sale of, or
outside investment in, the Cablecom Group has not yet commenced.

Swiss Regulation Affecting Cablecom
-----------------------------------

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

        (1)    Telecommunications Act

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

        According to the Telecommunications Act, any operator which provides
telecommunications services and independently operates a significant portion
of a network must obtain a license. If certain technical and organizational
criteria are met, the operator is entitled to obtain such license. Special
rules apply to the use of the radio frequency spectrum and the provision of

                                      23
universal service. Fixed line carriers and cable television operators have a
legal right to lay cables on public property in order to build their networks.

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

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

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

        In 2001, the Swiss Supreme Court ruled that, despite its market power,
there are no legal grounds to require Swisscom to grant interconnection for
rented lines and "transmission media," thereby partly reversing a prior
decision by ComCom. The Swiss Supreme Court further ruled that the current law
provides no basis for the "unbundling." No explanation was given as to whether
this term was meant to include the full unbundling of the local loop, the
shared use of the copper wire, or the provision of fast bitstream access by
the incumbent at non-discriminatory terms. Following this ruling, the Federal
Council on April 24, 2002 in principle decided to amend the Telecommunications
Ordinance and thereby force the unbundling of the local loop as well as
including rented lines in the interconnection regime. Swisscom has announced
that it will challenge any such amendments in court. Both the recent move by
the Federal Council and the attitude of Swisscom are likely to increase
pressure on market dominant cable television operators to grant
interconnection and eventually unbundled access to their local loop in one way
or another.

        (2)    Radio and Television Act

                                      24
The Radio and Television Act regulates the operation, transmission,
retransmission, and receipt of radio and television programs, including
related information. It distinguishes between the provision of content
("programs" in the terminology of the Act) on the one hand and retransmission
on the other hand. A cable television operator must obtain a blanket
retransmis sion license before it can transmit content. The "must carry" rules
of the Act require any licensee to retransmit uncoded television programs
which are broadcast by terrestrial signals as well as the channels of the
Swiss Broadcasting Corporation (SRG).

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

Cablecom Regulatory Matters and Litigation
------------------------------------------

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

        Agreement with the Swiss Price Regulator

        Cablecom was involved in proceedings before the Swiss Price Regulator
which attempted to regulate the prices charged for basic television service
provided by Cablecom. Cablecom and the Swiss Price Regulator have recently
agreed upon a settlement pursuant to which Cablecom must not charge more that
CHF 19.50 per month per subscriber for such basic television service for the
period 2003-2004. It is expected that a settlement agreement to that effect
will be signed in the near future. The immediate result of the settlement is
that Cablecom's price structure has been set back to approximately 2001
levels, which may have a material adverse effect on Cablecom's business and
that of the Company.

        Litigation With Teleclub

        At present, Cablecom is involved in proceedings before the Swiss
Competition Commis sion where an order is being sought forcing Cablecom to
distribute Teleclub's digital programs

                                      25
over a set-top box of Teleclub's own choosing. A preliminary order was granted
against Cablecom, requiring certain interim measures, including, among other
things, that Cablecom transmit the digital television signals of Teleclub on
the Cablecom network, and stating that any appeal of the preliminary order
would not have the effect of suspending the interim orders contained therein.
The Appeals Commission in Competition Matters has confirmed such interim
measures. Cablecom has chosen not to pursue a further appeal. As a result, on
December 16, 2002, Cablecom commenced distribution of Teleclub's digital
signal over Cablecom's network. In the main proceeding, Teleclub is asking the
Competition Commission to issue a permanent order pursuant to which Cablecom
should be forced to distribute its programs in the manner described above. In
addition, Teleclub is also asking the Competition Commission to set
conditions, including prices, that Cablecom should be permitted to impose on
Teleclub in connection with the distribution of its programs.

Premium TV Limited
------------------

        Overview

        Premium TV Limited is a wholly owned subsidiary of the Company which
focuses on the development of Internet and media rights in UK sport. It has a
joint venture with Eurosport, the pan-European basic tier sports channel, to
develop British Eurosport, a version of Eurosport tailored to appeal to United
Kingdom viewers. This channel is currently available to all of NTL UK and
Ireland's United Kingdom pay television homes.

        Premium TV Limited has also entered into long-term joint ventures with
a number of United Kingdom football teams including Glasgow Rangers, Leicester
City, Middlesbrough, and Newcastle United, as well as with the Football League
Limited (the "League"), which represents in excess of 70 teams, and has
entered into a five-year operating agreement with Aston Villa. These joint
ventures are intended to develop the football teams' Internet and broadband
rights which may include audio-visual footage of matches on a delayed basis
and live audio coverage of matches.

        In addition, Premium TV Limited was developing a classic sports
television channel, and has a contractual arrangement with the BBC permitting
Premium TV Limited to show historical sporting events, including football
matches, from the BBC's library. Premium TV Limited currently intends to wind
down this activity and cease further development of this channel.

        Premium TV Limited is obligated to provide funding of up to
approximately (pound)19 million to fund various of its joint venture
interests. Of this amount, the payment of approximately (pound)13 million has
been guaranteed by NTL Delaware. If Premium TV Limited fails to provide its
committed funding under the relevant shareholder arrangements relating to
these joint ventures, Premium TV Limited and, in respect of the guaranteed
amounts, NTL Delaware, may be sued for non-payment. As a result of Old NTL's
recapitalization process and its failure to fund certain of these joint
ventures, the relevant joint venture partners may assert that they can
compulsorily

                                      26
acquire Premium TV Limited's interest in the relevant joint venture at a third
party appraisal valuation. Premium TV Limited is currently in discussions with
certain of these joint venture partners with a view to restructuring the
relevant joint ventures. In the event that these discus sions do not reach a
resolution acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities.

        Settlement with the Football League

        On November 30, 2000, Premium TV Limited entered into a long-term
joint venture (the "Joint Venture") with the League to develop the League's
and its member football teams' Internet rights through the creation of a
League Internet portal, including the exploitation on or through the portal of
audio-visual footage of football matches on a delayed basis and live audio
coverage of football matches. Premium TV Limited was obligated to fund the
Joint Venture's obligation to pay periodic rights fees to the teams as well as
funding the Joint Venture's working capital requirements. On December 21,
2000, NTL Delaware entered into a guaranty for the benefit of the League and
Old NTL Inc. entered into a deed of undertaking and warranty for the benefit
of the League, whereby NTL Delaware guaranteed Premium TV Limited's
obligations under the Joint Venture and Old NTL Inc. gave certain undertakings
to the League in respect of NTL Delaware's guaranty. In June 2002, Premium TV
Limited entered into discussions with the League with a view to restructuring
the Joint Venture.

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

        Settlement with NTL Broadcast

        Classic Sport Limited ("Classic Sport"), a wholly owned subsidiary of
Premium TV Investments LLC, has recently settled a dispute with National
Transcommunications Limited ("NTL Broadcast"), a subsidiary of NTL UK and
Ireland, relating to approximately (pound)13 million that NTL Broadcast
claimed it was owed in relation to the termination of a contract between the
parties. Classic Sport, Premium TV Limited (which entered into the contract as
agent for Classic Sport) and NTL Broadcast have agreed to a settlement of this
matter, whereby the disputed

                                      27
contract was terminated, Classic Sport and Premium TV Limited settled all
outstanding invoices owed to NTL UK and Ireland and NTL Broadcast received
(pound)700,000 in full and final settlement of all outstanding and future
claims between the parties relating to the contract.

        See Section III, Risk Factors - Risk Factors Relating to the Company
and its Securities - "Uncertainty regarding Premium TV Limited's interests in
and obligations to certain joint ventures."

B2 Bredband AB
--------------

        Overview

        The Company has retained Old NTL's minority interest in B2. The other
principal investors in B2 are the Investor Group, Continuum Group Limited,
Access Industries, and the Carlyle Group. B2 is a broadband communications
company providing 10 Mb/s network access and broadband services to residential
and small-to-medium business customers.

        B2 provides "always on", low-cost access to a high-capacity broadband
network that provides transmission both to and from the customer at the same
speed and at the same time. B2's 10 Mb/s network access speed is substantially
faster than typical connections offered by existing cable television and
telecommunications operators and is upgradeable to 100 Mb/s without
significant expense. In addition to broadband access, B2 intends to provide
telephony and video access to its customers through a personalized,
interactive interface. B2 has tested its VoIP telephony product.

        Funding Dispute Update

        On April 15, 2002, a funding request for more than $20 million was
received by Old NTL under the terms of the investment agreement relating to
Old NTL's investment in B2. Old NTL informed B2 and the other principal
investors that it was not in a position to comply with this request for
funding. The B2 investment agreement provides that if Old NTL fails to provide
such funding, it may be sued for non-payment and arguably could lose certain
rights under the B2 shareholders' agreement. Pursuant to the applicable
documents, if this occurs the majority of the other shareholders may also
elect to terminate the shareholders' agreement with respect to Old NTL and
exercise a contractual right to acquire on a pro rata basis Old NTL's interest
in B2 at 25% of fair market value. If the other shareholders were able and
elected to exercise these rights, Old NTL could be forced to sell its stake in
B2 at a loss.

        On October 4, 2002, Old NTL filed a motion with the Bankruptcy Court
to reject the B2 investment agreement and shareholders' agreement under
section 365 of the Bankruptcy Code, and the Bankruptcy Court subsequently
authorized Old NTL's rejection of the agreements. On November 8, 2002, B2 and
the other shareholders filed proofs of claim with the Bankruptcy Court
asserting their right to recover: (i) more than $20 million from Old NTL in
respect of the

                                      28
unpaid funding request; (ii) unspecified damages for Old NTL's failure to
perform under the relevant agreements; and (iii) unspecified costs and
expenses incurred in the exercise of their remedies under the agreements.
Additionally, B2 and the other shareholders reserved their rights to avail
themselves of any remedies under the investment agreement and shareholders'
agreement and to take any actions to acquire Old NTL's interest in B2, as
described above. The Company has had preliminary discussions with B2 and its
other shareholders regarding a possible settlement, but there can be no
assurance that such a settlement will be reached in a timely manner, if at
all, or that the terms of any such settlement will be favorable to the
Company. In the absence of any such settlement, the Company intends to object
to the proofs of claim filed by B2 and the other shareholders. In accordance
with a stipulation approved by the Bankruptcy Court on September 5, 2002, the
Bankruptcy Court will retain jurisdiction to adjudicate the claims of B2 and
the other shareholders pursuant to Swedish law.

Other Interests of the Company
------------------------------

        The Company has also retained Old NTL's equity investments in Two Way
TV Limited (an interactive television service provider), Global Radio
Participations SA (a European digital radio license holder), Radioscape
Limited (a digital radio technology company), NTL Lanbase, SL (the company for
the Spanish operations of ntl: business), the operations of ntl: broadcast in
Malaysia and Thailand, and the channel content providers of the ITV News
Channel and The Studio Channel Limited. The Studio Channel Limited shut down
operations effective January 1, 2003. The Company has been informed that The
Studio Channel Limited is in discussions with its creditors regarding a
winding-up of its business.

V.      Management and Corporate Governance

        As of the Effective Date, the directors serving on the Company's
three-member Board of Directors are Jeffrey A. Brodsky, Michael J. Cochran and
H. Sean Mathis. Jeffrey A. Brodsky is the Chairman of the Board of Directors.
The Company's officers are Jeffrey A. Brodsky, the Company's President and
Chief Executive Officer, John F. Gregg, the Company's Chief Financial Officer
and Treasurer, Bruno Claude, the Company's Chief Operating Officer, Robert A.
Schmitz, the Company's Vice President and Secretary, and Richard A. Spohn, the
Company's Vice President and Chief Accounting Officer.

        The Company's Board of Directors has established a compensation
committee, comprised of two members, Michael J. Cochran and H. Sean Mathis,
who qualify as "non-employee directors" within the meaning of Rule
16b-3(b)(3)(i) of the Exchange Act. The Chairman of the compensation committee
is Michael J. Cochran.

        The Company's Board of Directors has established an audit committee,
comprised of two members, Michael J. Cochran and H. Sean Mathis, who meet the
"independence test" under Section 301 of the Sarbanes-Oxley Act of 2002. The
Chairman of the audit committee is H. Sean Mathis.

                                      29
The Company has entered into employment agreements with each of John
F. Gregg and Bruno J. Claude, copies of which are attached as Exhibits 10.3
and 10.4, respectively, and are incorporated by reference herein. In addition,
Cablecom has entered into employment agreements with each of John F. Gregg
and Bruno J. Claude, copies of which are attached as Exhibits 10.5 and 10.6,
respectively, and are incorporated by reference herein.

        The Company has engaged Quest Turnaround Advisors, L.L.C. ("Quest"), a
company whose principals include Jeffrey A. Brodsky and Robert A. Schmitz, to
provide consulting services to the Company and its subsidiaries. The services
of Messrs. Brodsky and Schmitz are provided to the Company by Quest Turnaround
Advisors. A copy of the current engagement letter is attached as Exhibit 10.7
hereto and is incorporated by reference herein. It is anticipated that the
Company will revise the terms of its engagement with Quest in the near future.

        The Company has entered into Director and Officer Indemnification
Agreements with Jeffrey A. Brodsky, H. Sean Mathis, Michael J. Cochran, Robert
A. Schmitz, Richard A. Spohn, John F. Gregg and Bruno Claude, the form of
which is attached as Exhibit 10.8 hereto and is incorporated by reference
herein.

VI.     Relationship with NTL UK and Ireland

        In connection with the consummation of the Plan, the Company has
entered into several agreements with NTL UK and Ireland including: (i) a Tax
Sharing Agreement, a copy of which is attached as Exhibit 10.9 hereto and is
incorporated by reference herein; (ii) a Transitional Services Agreement, a
copy of which is attached as Exhibit 10.10 hereto and is incorporated by
reference herein; (iii) a De-Merger Agreement, a copy of which is attached as
Exhibit 10.11 hereto and is incorporated by reference herein; and (iv) a
Novation Agreement regarding Cable and Wireless Communications plc, a copy of
which is attached as Exhibit 10.12 hereto and is incorporated by reference
herein.

        The Tax Sharing Agreement recognizes that as a result of the
bankruptcy reorganizations and exchanges, NTL UK and Ireland and its
subsidiaries were separated from the Company and its other subsidiaries, and
thus ceased to be members of the consolidated tax group whose parent is the
Company. The Tax Sharing Agreement sets forth the agreement between NTL UK and
Ireland (and its affiliated group) and the Company (and its affiliated group)
with respect to certain tax matters, including the rights and obligations with
respect to handling and allocating taxes for periods up to and including the
separation date, taxes for transactions effectuated in connection with the
separation and for resolving tax issues that may arise thereafter. The Tax
Sharing Agreement generally gives NTL UK and Ireland the right to make
reasonable determina tions with respect to all such matters. The Tax Sharing
Agreement also provides for the surrender of tax losses between United Kingdom
tax resident affiliates of the Company and United Kingdom tax resident
affiliates of NTL UK and Ireland.

                                      30
The Transitional Services Agreement recognizes that prior to the
bankruptcy reorganization, the Company and NTL UK and Ireland provided
various services to one another that each party will continue to require in
order to carry on its business. Accordingly, the Transitional Services
Agreement sets forth the agreement between the Company and its subsidiaries
and NTL UK and Ireland to continue to provide certain services to each other
on a transitional basis, including but not limited to financial services,
accounting services, treasury services, investor relations services and legal
services. In addition, NTL UK and Ireland shall continue to make available
necessary personnel, office space and technical support to the Company on a
transi tional basis. Upon the termination of the Transitional Services
Agreement, there can be no assurance that the Company will be able to
replicate the services provided thereunder or that it will be able to find an
alternative services provider on acceptable terms.

        Under the De-Merger Agreement, the Company and NTL UK and Ireland have
agreed to provide one another access to information and documentation
following the Effective Date so that they can comply with their respective
filing and other obligations. The De-Merger Agreement also provides that NTL
UK and Ireland shall have the benefit of appropriate rights and covenants
received by Old NTL with respect to the assets of NTL UK and Ireland.

        The Novation Agreement relates to various agreements relating to the
acquisition in May 2000 by Old NTL Inc. of the residential business of Cable &
Wireless Communications plc, known as "ConsumerCo." However, upon the
Effective Date, ConsumerCo ceased to be in the same group of companies as the
Company and therefore the Company, NTL UK and Ireland and various of their
respective subsidiaries entered into the novation agreement with respect to
such agreements. The parties to the novation agreement have agreed, as of the
Effective Date, to novate to NTL UK and Ireland certain of the Company's
rights and obligations under and in connection with the transaction agreement
dated July 26, 1999, and to release one of the Company's subsidiaries, NTL
Delaware, from its obligations thereunder. The parties also agreed, as of the
Effective Date, to novate to NTL UK and Ireland certain of the Company's
rights and obligations under a tax deed dated May 30, 2000 and all of the
Company's rights and obligations under a supplementary tax deed dated May 30,
2000 and a settlement agreement dated October 5, 2001. The effect of the
various novations is, among other things, to ensure that the Company retains
the benefit of certain covenants in the original agreements which it may need
to rely upon while transferring to NTL UK and Ireland all other covenants and
the liabilities relating to actions of ConsumerCo after the Effective Date.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

4.1            Registration Rights Agreement, dated as of January 10, 2003, by
               and among NTL Europe, Inc. and the other parties listed on the
               signature pages thereto

10.1           NTL Europe, Inc. 2003 Stock Option Plan adopted on January 10,
               2003

                                      31
10.2           Credit Agreement, dated March 28, 2000, as amended on May 16,
               2000 and as amended and restated as of May 2, 2002, by and
               among NTL (Delaware), Inc. as parent, NTL Cablecom Holding GmbH
               as shareholder, Cablecom GmbH as principal borrower, J.P.
               Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers
               and joint book managers, J.P. Morgan Europe Limited as agent,
               and the lenders party thereto

10.3           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and John F. Gregg

10.4           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and Bruno J. Claude

10.5           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and John F. Gregg

10.6           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and Bruno J. Claude

10.7           Engagement Letter, dated August 30, 2002, by and among NTL
               Europe, Inc., the Creditors' Committee and Quest Turnaround
               Advisors, L.L.C.

10.8           Form of NTL Europe, Inc. Director and Officer Indemnification
               Agreement and a schedule of persons party thereto

10.9           Tax Sharing Agreement, dated January 10, 2003, by and between
               NTL Europe, Inc. and NTL Incorporated

10.10          Transitional Services Agreement, dated January 10, 2003, by and
               between NTL Europe, Inc. and NTL Incorporated

10.11          De-Merger Agreement, dated January 10, 2003, by and between NTL
               Europe, Inc. and NTL Incorporated

10.12          Novation Agreement, dated January 9, 2003, by and among NTL
               Europe, Inc., NTL Incorporated, Cable and Wireless plc and
               certain of each of their respective subsidiaries

99.1           Media Release issued by NTL Europe, Inc. on January 10, 2003

Item 9.  Regulation FD Disclosure.

                                      32
On January 10, 2003, the Company announced that the Plan became
effective. A copy of the announcement is attached as Exhibit 99.1 hereto and
is incorporated by reference herein.

                                      33
SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               NTL EUROPE, INC.
                                               (Registrant)

                                               By:_______________________
                                                  Name:  Jeffrey A. Brodsky
                                                  Title: President and Chief
                                                          Executive Officer

Dated: January 10, 2003

                                      34
EXHIBIT INDEX
                                 -------------

Exhibit

4.1            Registration Rights Agreement, dated as of January 10, 2003, by
               and among NTL Europe, Inc. and the other parties listed on the
               signature pages thereto

10.1           NTL Europe, Inc. 2003 Stock Option Plan adopted on January 10,
               2003

10.2           Credit Agreement, dated March 28, 2000, as amended on May 16,
               2000 and as amended and restated as of May 2, 2002, by and
               among NTL (Delaware), Inc. as parent, NTL Cablecom Holding GmbH
               as shareholder, Cablecom GmbH as principal borrower, J.P.
               Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers
               and joint book managers, J.P. Morgan Europe Limited as agent,
               and the lenders party thereto

10.3           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and John F. Gregg

10.4           Employment Agreement, dated October 15, 2002, by and between
               NTL Europe, Inc. and Bruno J. Claude

10.5           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and John F. Gregg

10.6           Employment Agreement, dated October 15, 2002, by and between
               Cablecom GmbH and Bruno J. Claude

10.7           Engagement Letter, dated August 30, 2002, by and among NTL
               Europe, Inc., the Creditors' Committee and Quest Turnaround
               Advisors, L.L.C.

10.8           Form of NTL Europe, Inc. Director and Officer Indemnification
               Agreement and a schedule of persons party thereto

10.9           Tax Sharing Agreement, dated January 10, 2003, by and between
               NTL Europe, Inc. and NTL Incorporated

10.10          Transitional Services Agreement, dated January 10, 2003, by and
               between NTL Europe, Inc. and NTL Incorporated

10.11          De-Merger Agreement, dated January 10, 2003, by and between NTL
               Europe, Inc. and NTL Incorporated

                                      35
10.12          Novation Agreement, dated January 9, 2003, by and among NTL
               Europe, Inc., NTL Incorporated, Cable and Wireless plc and
               certain of each of their respective subsidiaries

99.1           Media Release issued by NTL Europe, Inc. on January 10, 2003

                                      36