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

FORM 10-Q

Commission File No. 000-22616

NTL INCORPORATED
(Exact name of registrant as specified in its charter)

(212) 906-8440
(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

        The number of shares outstanding of the registrant's common stock as of May 6, 2005 was 84,704,868.

NTL INCORPORATED
FORM 10-Q
QUARTER ENDED MARCH 31, 2005

INDEX

1

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

        Various statements contained in this document constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied by these forward-looking statements. These factors include those set forth under the caption "Risk Factors" in our Form 10-K that was filed on March 16, 2005, such as:

•

potential adverse developments with respect to our liquidity or results of operations;



•

our significant debt payments and other contractual commitments;



•

our ability to fund and execute our business plan;



•

our ability to generate cash sufficient to service our debt;



•

interest rate and currency exchange rate fluctuations;



•

our ability to complete the integration of our billing systems;



•

the impact of new business opportunities requiring significant up-front investments;



•

our ability to attract and retain customers and increase our overall market penetration;



•

our ability to compete against other communications and content distribution businesses;



•

our ability to maintain contracts that are critical to our operations;



•

our ability to respond adequately to technological developments;



•

our ability to develop and maintain back-up for our critical systems;



•

our ability to continue to design networks, install facilities, obtain and maintain any required governmental licenses or approvals and finance construction and development, in a timely manner at reasonable costs and on satisfactory terms and conditions; and



•

our ability to have an impact upon, or to respond effectively to, new or modified laws or regulations.

        We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

2

Exchange Rates

        The following tables set forth, for the periods indicated, the period end, period average, high and low noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York expressed as U.S. dollars per £1.00 and U.S. dollars per €1.00. The noon buying rate of the pound sterling on March 31, 2005 was $1.8888 per £1.00 and the noon buying rate of the euro on March 31, 2005 was $1.2969 per €1.00.

(1)

The average rate is the average of the noon buying rates on the last day of each month during the relevant period.

        The above rates may differ from the actual rates used in the preparation of the condensed consolidated financial statements and other financial information appearing in this quarterly report. Our inclusion of these exchange rates is not meant to suggest that the pound sterling amounts actually represent these U.S. dollar amounts or that these amounts could have been converted into U.S. dollars at any particular rate, if at all.

        Unless we otherwise indicate, all amounts in U.S. dollars as of March 31, 2005 are based on an exchange rate of $1.8888 to £1.00, all amounts disclosed for the three months ended March 31, 2005 are based on an average exchange rate of $1.8904 to £1.00, and all amounts disclosed for the three months ended March 31, 2004 are based on an average exchange rate of $1.8396 to £1.00. All amounts in U.S. dollars as of December 31, 2004 are based on an exchange rate of $1.9160 to £1.00. Unless we otherwise indicate, all euro amounts as of March 31, 2005 are based on an exchange rate of $1.2969 to €1.00 and all amounts disclosed for the three months ended March 31, 2005 are based on an average rate of $1.3107 to €1.00 and all amounts disclosed for the three months ended March 31, 2004 are based on an average rate of $1.2513 to €1.00. All amounts in euros as of December 31, 2004 are based on an exchange rate of $1.3538 to €1.00. All rates are based on the noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York. The variation between the 2004 and 2005 exchange rates has impacted the dollar comparisons.

3

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

NTL INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)

Note: The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date.

See accompanying notes.

4

NTL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (in millions, except per share data)

See accompanying notes.

5

NTL INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in millions)

See accompanying notes.

6

NTL INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(unaudited) (in millions, except per share data)

See accompanying notes.

7

See accompanying notes.

8

NTL INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1—Basis of Presentation

Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004.

        Certain prior period balances have been reclassified to conform to the current period presentation.

        Basic and diluted earnings per share is computed by respectively dividing the loss from continuing operations, income from discontinued operations and the net income (loss) by the average number of shares outstanding during the three months ended March 31, 2005 and 2004. Outstanding warrants, options to purchase 3.2 million shares and 0.1 million shares of restricted stock at March 31, 2005 are excluded from the calculation of diluted earnings per share, since the inclusion of such warrants, options and shares is anti-dilutive. The average number of shares outstanding is computed as follows (in millions):

(1)

Excludes 0.1 million shares of restricted stock.

Note 2—Discontinued Operations

        On January 31, 2005, we sold our broadcast operations, a provider of commercial television and radio transmission services, to a consortium led by Macquarie Communications Infrastructure Group. Accordingly, we have accounted for the broadcast operations as discontinued operations. Revenue of the broadcast operations, reported in discontinued operations, for the three months ended March 31, 2005 and 2004 was $40.5 million and $131.3 million, respectively. Broadcast's pre-tax income, reported within discontinued operations, for the three months March 31, 2005 and 2004 was $7.8 million and $18.5 million, respectively.

9

        The assets and liabilities of the broadcast operations reported as held-for-sale as of December 31, 2004 include (in millions):