<PAGE>

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

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

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

                                  FORM 10-Q/A

                                AMENDMENT NO. 1

<Table>
<C>          <S>
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934



             FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002



                                   OR




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



</Table>

                           COMMISSION FILE NO 0-30673

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

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

<Table>
<S>                                            <C>
                   DELAWARE                                      13-4105887
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

   110 EAST 59TH STREET, NEW YORK, NEW YORK                        10022
   (Address of principal executive offices)                      (Zip Code)
</Table>

                                 (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 [X]     No [ ]

     The number of shares outstanding of the issuer's common stock as of March
31, 2002 was 276,626,476.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

                                     INDEX

<Table>
<Caption>
                                                               PAGE
                                                               ----
<S>                                                            <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
  Condensed Consolidated Balance Sheets -- March 31, 2002
     and December 31, 2001..................................     2
  Condensed Consolidated Statements of Operations -- Three
     months ended March 31, 2002 and 2001...................     3
  Condensed Consolidated Statement of Shareholders'
     (Deficiency) -- Three months ended March 31, 2002......     4
  Condensed Consolidated Statements of Cash Flows -- Three
     months ended March 31, 2002 and 2001...................     5
  Notes to Condensed Consolidated Financial Statements......     6
Item 2. Management's Discussion and Analysis of Results of
  Operations and Financial Condition........................    26
Item 3. Quantitative and Qualitative Disclosures about
  Market Risk...............................................    49
Risk Factors................................................    53
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.....................    60
Item 6. Exhibits and Reports on Form 8-K....................    63
SIGNATURES..................................................    64
</Table>

This Quarterly Report on Form 10-Q/A, Amendment No. 1, for the three months
ended March 31, 2002, at the time of filing with the Securities and Exchange
Commission (the "Commission"), modifies and supercedes NTL Incorporated's
Quarterly Report on Form 10-Q for the three months ended March 31, 2002, filed
with the Commission on June 17, 2002.

                                        1
<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       NTL INCORPORATED AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)    (SEE NOTE)
                                                                    (IN MILLIONS)
<S>                                                           <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents.................................  $    608.6     $    481.8
  Marketable securities.....................................        14.1             --
  Accounts receivable-trade, less allowance for doubtful
    accounts of $122.5 (2002) and $133.8 (2001).............       531.4          713.6
  Other.....................................................       337.6          329.9
  NTL Australia assets......................................       405.7          405.0
                                                              ----------     ----------
Total current assets........................................     1,897.4        1,930.3
Fixed assets, net...........................................    11,912.9       12,338.1
Intangible assets, net......................................     1,806.8        1,849.8
Investments in and loans to affiliates, net.................       234.5          272.4
Other assets, net of accumulated amortization of $165.4
  (2002) and $150.0 (2001)..................................       442.8          447.9
                                                              ----------     ----------
Total assets................................................  $ 16,294.4     $ 16,838.5
                                                              ==========     ==========
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY)
Current liabilities:
  Accounts payable..........................................  $    444.9     $    431.1
  Accrued expenses and other................................       889.5        1,007.9
  Accrued construction costs................................        82.4          107.8
  Interest payable..........................................       365.9          302.5
  Deferred revenue..........................................       434.9          481.6
  Current portion of long-term debt.........................    18,017.1       17,666.1
  NTL Australia liabilities.................................       193.1          182.9
                                                              ----------     ----------
Total current liabilities...................................    20,427.8       20,179.9
Long-term debt..............................................          --             --
Other.......................................................       125.6          168.1
Commitment and contingent liabilities
Deferred income taxes.......................................       231.5          259.2
Redeemable preferred stock -- $.01 par value, plus accreted
  dividends; liquidation preference $2,884.2; less
  unamortized discount of $42.9 (2002) and $53.4 (2001);
  issued and outstanding 2.1 (2002) and 2.1 (2001) shares...     2,826.2        2,773.7
Shareholders' (deficiency):
  Series preferred stock -- $.01 par value; authorized 10.0
    shares; liquidation preference $3,038.2; issued and
    outstanding 3.0 (2002) and 3.0 (2001) shares............          --             --
  Common stock -- $.01 par value; authorized 800.0 shares;
    issued and outstanding 276.6 (2002) and 276.6 (2001)
    shares..................................................         2.8            2.8
  Additional paid-in capital................................    13,621.6       13,720.0
  Accumulated other comprehensive (loss)....................    (1,148.5)      (1,072.8)
  (Deficit).................................................   (19,792.6)     (19,192.4)
                                                              ----------     ----------
                                                                (7,316.7)      (6,542.4)
                                                              ----------     ----------
Total liabilities and shareholders' (deficiency)............  $ 16,294.4     $ 16,838.5
                                                              ==========     ==========
</Table>

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

NOTE:  The balance sheet at December 31, 2001 has been derived from the audited
       financial statements at that date.

                            See accompanying notes.
                                        2
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                                THREE MONTHS ENDED
                                                                    MARCH 31,
                                                              ----------------------
                                                                2002         2001
                                                              ---------   ----------
                                                                   (UNAUDITED)
                                                                  (IN MILLIONS,
                                                              EXCEPT PER SHARE DATA)
<S>                                                           <C>         <C>
REVENUES
Consumer telecommunications and television..................  $  608.4    $   610.9
Business telecommunications.................................     215.6        201.2
Broadcast transmission and other............................      70.0         68.1
                                                              --------    ---------
                                                                 894.0        880.2
COSTS AND EXPENSES
Operating expenses (exclusive of depreciation shown
  separately below).........................................     435.8        438.7
Selling, general and administrative expenses................     212.3        322.2
Recapitalization expense....................................      45.8           --
Other charges...............................................       2.6          7.4
Corporate expenses..........................................      13.6         12.5
Depreciation................................................     362.9        331.3
Amortization................................................      32.7        423.9
                                                              --------    ---------
                                                               1,105.7      1,536.0
                                                              --------    ---------
Operating (loss)............................................    (211.7)      (655.8)
OTHER INCOME (EXPENSE)
Interest income and other, net..............................      15.1          9.0
Interest expense............................................    (371.9)      (355.1)
Share of (losses) from equity investments...................     (48.9)       (42.9)
Foreign currency transaction (losses).......................      (5.0)       (13.7)
                                                              --------    ---------
(Loss) before income taxes and discontinued operations......    (622.4)    (1,058.5)
Income tax benefit..........................................      22.0         16.1
                                                              --------    ---------
(Loss) from continuing operations...........................    (600.4)    (1,042.4)
Discontinued operations:
  Loss from operations of NTL Australia.....................      (1.0)        (1.9)
  Income tax benefit........................................       1.2          1.4
                                                              --------    ---------
Income (loss) from discontinued operations..................       0.2         (0.5)
                                                              --------    ---------
Net (loss)..................................................    (600.2)    (1,042.9)
Preferred stock dividends...................................     (98.4)       (65.1)
                                                              --------    ---------
Net (loss) available to common shareholders.................  $ (698.6)   $(1,108.0)
                                                              ========    =========
Basic and diluted net (loss) per common share:
  (Loss) from continuing operations.........................  $  (2.53)   $   (4.04)
  Income (loss) from discontinued operations................        --           --
                                                              --------    ---------
  Net (loss) per common share...............................  $  (2.53)   $   (4.04)
                                                              ========    =========
  Weighted average shares...................................     276.6        274.5
                                                              ========    =========
</Table>

                            See accompanying notes.
                                        3
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

         CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' (DEFICIENCY)

<Table>
<Caption>
                                                              SERIES PREFERRED
                                                               STOCK $.01 PAR       COMMON STOCK
                                                                    VALUE          $.01 PAR VALUE
                                                              -----------------    --------------
                                                              SHARES      PAR      SHARES    PAR
                                                              -------    ------    ------    ----
                                                                          (UNAUDITED)
                                                                         (IN MILLIONS)
<S>                                                           <C>        <C>       <C>       <C>
BALANCE, DECEMBER 31, 2001..................................    3.0      $  --     276.6     $2.8
Accreted dividends on preferred stock.......................
Accretion of discount on preferred stock....................
Comprehensive loss:
Net loss for the three months ended March 31, 2002..........
Currency translation adjustment.............................
Unrealized net losses on investments........................
Unrealized net losses on derivatives........................
     Total..................................................
                                                                ---      -----     -----     ----
BALANCE, MARCH 31, 2002.....................................    3.0      $  --     276.6     $2.8
                                                                ===      =====     =====     ====
</Table>

<Table>
<Caption>
                                                                       ACCUMULATED OTHER
                                                                      COMPREHENSIVE LOSS
                                                            ---------------------------------------
                                                                          UNREALIZED    UNREALIZED
                               ADDITIONAL                     FOREIGN         NET           NET
                                PAID-IN     COMPREHENSIVE    CURRENCY      LOSSES ON     LOSSES ON
                                CAPITAL         LOSS        TRANSLATION   INVESTMENTS   DERIVATIVES   (DEFICIT)
                               ----------   -------------   -----------   -----------   -----------   ----------
                                                                  (UNAUDITED)
                                                                 (IN MILLIONS)
<S>                            <C>          <C>             <C>           <C>           <C>           <C>
BALANCE, DECEMBER 31, 2001...  $13,720.0                     $(1,042.5)     $(15.3)       $(15.0)     $(19,192.4)
Accreted dividends on
  preferred stock............      (87.9)
Accretion of discount on
  preferred stock............      (10.5)
Comprehensive loss:
Net loss for the three months
  ended March 31, 2002.......                  $(600.2)                                                   (600.2)
Currency translation
  adjustment.................                    (74.9)          (74.9)
Unrealized net losses on
  investments................                      0.3                         0.3
Unrealized net losses on
  derivatives................                     (1.1)                                     (1.1)
     Total...................                  $(675.9)
                               ---------       -------       ---------      ------        ------      ----------
BALANCE, MARCH 31, 2002......  $13,621.6                     $(1,117.4)     $(15.0)       $(16.1)     $(19,792.6)
                               =========       =======       =========      ======        ======      ==========
</Table>

                            See accompanying notes.
                                        4
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2002       2001
                                                              --------   --------
                                                                  (UNAUDITED)
                                                                 (IN MILLIONS)
<S>                                                           <C>        <C>
Net cash (used in) operating activities.....................  $ (43.2)   $ (78.7)
INVESTING ACTIVITIES
Purchase of fixed assets....................................   (231.2)    (600.7)
Investment in and loans to affiliates.......................    (11.2)     (75.0)
Increase in other assets....................................     (6.7)     (47.0)
Proceeds from sales of assets...............................      8.9         --
Purchase of marketable securities...........................    (14.1)        --
Proceeds from sales of marketable securities................       --       60.3
                                                              -------    -------
Net cash (used in) investing activities.....................   (254.3)    (662.4)
FINANCING ACTIVITIES
Proceeds from borrowings, net of financing costs............    430.4      618.1
Principal payments..........................................     (0.9)     (82.2)
Proceeds from exercise of stock options and warrants........       --       10.1
                                                              -------    -------
Net cash provided by financing activities...................    429.5      546.0
Effect of exchange rate changes on cash.....................     (5.2)     (16.3)
                                                              -------    -------
Increase (decrease) in cash and cash equivalents............    126.8     (211.4)
Cash and cash equivalents at beginning of period............    481.8      579.4
                                                              -------    -------
Cash and cash equivalents at end of period..................  $ 608.6    $ 368.0
                                                              =======    =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest exclusive of amounts
  capitalized...............................................  $ 231.7    $ 203.6
Income taxes paid...........................................       --        2.2
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES
Accretion of dividends and discount on preferred stock......  $  98.4    $  31.2
Conversion of Convertible Notes.............................       --      128.3
</Table>

                            See accompanying notes.
                                        5
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A -- BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles 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, 2002 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in NTL Incorporated's Annual
Report on Form 10-K for the year ended December 31, 2001.

     As indicated below, substantial doubt exists about the Company's ability to
continue as a going concern. The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability of assets or classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

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

     Stock options, warrants and convertible securities are excluded from the
calculation of net loss per common share as their effect would be antidilutive.
At March 31, 2002 and 2001, the Company had 173.2 million and 124.8 million
shares, respectively, issuable upon the exercise of stock options and warrants
and the conversion of debt and preferred stock.

NOTE B -- RECAPITALIZATION PROCESS AND ABILITY TO CONTINUE OPERATIONS

     On May 8, 2002, NTL Incorporated, NTL (Delaware), Inc., NTL Communications
Corp., Diamond Cable Communications Limited, Diamond Holdings Limited and
Communications Cable Funding Corp. filed a pre-arranged joint reorganization
plan under Chapter 11 of the United States Bankruptcy Code (referred to as the
proposed recapitalization plan). NTL's operating subsidiaries were not included
in the Chapter 11 filing. Toward the end of 2001, while the Company continued to
have sufficient liquidity to meet its near term obligations, it recognized the
negative impact of the collapsing European and U.S. telecommunications markets
on its ability to service its debt. Accordingly, the Company began to implement
a strategy to preserve and maximize its enterprise value. This strategy included
the implementation of cost-cutting measures and the commencement of discussions
with certain third parties regarding strategic alternatives for NTL's business.

     The Company historically incurred operating losses and negative operating
cash flow. In addition, the Company has required significant amounts of capital
to finance construction of its networks, connection of customers to the
networks, other capital expenditures and for working capital needs including
debt service requirements. The Company historically met these liquidity
requirements through cash flow from operations, amounts available under its
credit facilities, vendor financing and issuances of high-yield debt securities
and convertible debt securities in the capital markets and convertible preferred
stock and common stock to strategic investors. Both the equity and debt capital
markets have recently experienced periods of significant volatility,
particularly for securities issued by telecommunications and technology
companies. The ability of telecommunications companies to access those markets
as well as their ability to obtain financing provided by bank lenders and
equipment suppliers has become more restricted and financing costs have
increased. During some recent periods, the capital markets have been largely
unavailable to new issues of securities by telecommunications companies. The
Company's public equity is no longer trading on the New York Stock Exchange, and
its debt securities are trading at or near all time lows. These factors,
together with the Company's substantial leverage, means the Company does not
currently have access to its historic sources of capital.

                                        6
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     In addition, the Company's UK credit facilities are fully drawn. The
revolving tranche of the Cablecom credit facility has been capped at its
utilized amount of CHF 1,055.0 million although the availability may be
increased with the consent of the requisite majority of the lenders under that
facility. The term tranche of the Cablecom credit facility is fully drawn. NTL
Communications Corp., a wholly-owned indirect subsidiary of the Company, did not
pay cash interest on certain series of its notes that was due on April 1, 2002,
April 15, 2002 and May 15, 2002. NTL Incorporated and NTL (Delaware), Inc. also
did not pay cash interest and related fees on a series of their notes that was
due on April 15, 2002. In accordance with the proposed recapitalization plan,
NTL does not plan to make future interest payments on its outstanding publicly
traded notes except notes issued by NTL Triangle and, upon emergence from
Chapter 11 proceedings, Diamond Holdings Limited.

     As of March 31, 2002, the Company had approximately $622.7 million in cash,
cash equivalents and marketable securities on hand and, in April 2002, received
approximately $306 million net cash proceeds from the sale of its Australian
business. The Company may require additional cash in the twelve months from
April 1, 2002 to March 31, 2003. The Company expects to obtain a DIP facility
(as described below) to meet the potential cash requirements of the Company and
its subsidiaries, excluding Cablecom. The Company also expects that the DIP
facility will be replaced with an exit facility for NTL Communications Corp. and
its subsidiaries upon the completion of the recapitalization process. The
Company believes that cash, cash equivalents and marketable securities on hand
at March 31, 2002, the cash received from the sale of NTL Australia and the cash
expected to be available from the DIP facility and the exit facility will be
sufficient for its and its subsidiaries cash requirements during the twelve
months from April 1, 2002 to March 31, 2003.

     Beginning in January 2002, NTL was contacted by an unofficial committee of
bondholders regarding the commencement of a comprehensive and consensual
restructuring process. NTL has been informed that the members of the unofficial
steering committee of bondholders own, in the aggregate, more than 50% of the
outstanding principal amount of NTL's notes. In connection with the
restructuring process, the steering committee of the unofficial committee of
bondholders retained advisors to facilitate the negotiations.

     On January 31, 2002, NTL announced that it had appointed Credit Suisse
First Boston, JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen its balance sheet and reduce debt
and put an appropriate capital structure in place for its business.
Subsequently, NTL evaluated various recapitalization alternatives, and met with
a number of strategic investors, to effect a comprehensive consensual
reorganization in a timely manner to minimize negative effects on its business
operations. Discussions with such strategic investors did not result in a
proposal which NTL's board of directors believed was comparable or superior to
the value provided to its stakeholders by the proposed plan of reorganization.

     Liberty Media Corporation, one of such potential strategic investors, which
is also a significant shareholder in Telewest plc, another British cable and
telephone company, has discussed various transactions with NTL from time to time
over the past several years. In March 2002, Liberty and NTL amended a previously
existing confidentiality agreement between them to cover the restructuring
process and to include a "standstill" agreement which prohibited various
acquisitions of, or offers, for NTL debt or equity securities by Liberty and its
subsidiaries until June 30, 2002.

     On April 17, 2002, Liberty sent a proposal to NTL's board of directors,
which proposed a cash tender offer for 30% of the outstanding bonds of NTL
Communications Corp. at a "small premium" to the prevailing market price and an
agreement to vote such acquired bonds in favor of the proposed plan of
reorganization, as well as a "participation" with NTL in a cash infusion of up
to $500 million into Cablecom. After consultation with NTL's board of directors
and the steering committee of bondholders on April 18, 2002, NTL indicated to
Liberty that it did not consider the Liberty proposal to be in the best
interests of NTL and that the best course of action for NTL to maximize its
enterprise value was to promptly consummate the proposed plan of

                                        7
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

reorganization. Subsequent to April 18, 2002, Liberty has continued discussions
with NTL with respect to Cablecom.

     Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, NTL commenced negotiations with the steering
committee of the unofficial committee of bondholders and its legal and financial
advisors. The negotiations continued during the latter part of March and
throughout April 2002, and also included France Telecom. On April 16, 2002, the
Company announced that it had reached a comprehensive agreement in principle
with the committee (holding over 50% of the face value of NTL and its
subsidiaries' public bonds) and France Telecom, a significant holder of the
Company's preferred stock, on implementing a recapitalization plan. On May 2,
2002, a steering committee of the lending banks under the Company's credit
facilities gave their approval in principle (on a non-legally binding basis) to
the Company's proposed plan of reorganization.

     The reorganization plan, if implemented, will result in the cancellation of
all of NTL Incorporated's outstanding shares of common stock, preferred stock
and redeemable preferred stock, and the cancellation of all of the publicly held
notes of NTL Incorporated, NTL (Delaware), Inc. and NTL Communications Corp. and
the transfer of the publicly held notes of Diamond Cable Communications Limited
to NTL UK and Ireland. In addition, if the plan is implemented the Company will
be discharged from its obligation to pay dividends accruing on the canceled
preferred stock and interest accruing on the canceled notes. The reorganization
plan contemplates that the UK bank debt will remain in place as part of the
recapitalization. NTL would be split into two companies, one tentatively called
NTL UK and Ireland, holding its main UK and Ireland assets, and one tentatively
called NTL Euroco, holding certain of its continental European and other assets.

     To implement the proposed recapitalization, on May 8, 2002, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable
Communications Limited, Diamond Holdings Limited and Communications Cable
Funding Corp. filed cases and a pre-arranged joint reorganization plan under
Chapter 11 of the United States Bankruptcy Code. NTL's operating subsidiaries
were not included in the Chapter 11 filing.

     On June 21, 2002, the United States Trustee appointed an official
creditors' committee. The creditors' committee is comprised of the three
indenture trustees for the debt securities of the Company and the ten members of
the steering committee of the Company's bondholders. The members of the
creditors' committee are: The Bank of New York; Wilmington Trust Company; Wells
Fargo Bank Minnesota, National Association; Angelo Gordon & Co. LP; Capital
Research & Management Company; Franklin Mutual Advisers, LLC; Oaktree Capital
Management LLC; Salomon Brothers Asset Management; Appaloosa Management, LP;
Fidelity Management & Research Co.; MacKay Shields LLC; SAB Capital Management,
L.P.; and W.R. Huff Asset Management Co., LLC.

     On May 24, 2002, NTL and its debtor subsidiaries filed an amended joint
reorganization plan and disclosure statement. A copy of the amended joint
reorganization plan and the related disclosure statement are included as
exhibits to NTL Incorporated's Current Report on Form 8-K filed on May 24, 2002.

     The filing of the petitions seeking relief filed under Chapter 11
constituted an event of default under the indentures of each of the entities
which filed such Chapter 11 petitions and amounts outstanding under these
indentures became immediately due and payable. The Company's Chapter 11
petitions also constituted an event of default under the Company's UK credit
facilities and the Cablecom credit facility, allowing the lenders thereunder to
declare amounts outstanding to be immediately payable.

  RECAPITALIZATION EXPENSE

     Recapitalization expense of $45.8 million in 2002 includes $8.8 million for
employee retention related to substantially all of our UK employees and $37.0
million for financial advisor, legal, accounting and consulting costs. We expect
to incur approximately $90.0 million in additional recapitalization costs until
we complete the process.

                                        8
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

  DIP FACILITY

     In connection with the proposed joint reorganization plan, some members of
the official unsecured creditors' committee of bondholders committed to provide
up to $500 million of new debt financing to the Company and some of its
subsidiaries during the Chapter 11 process. The new financing will ensure that
the Company's business operations have access to sufficient liquidity to
continue ordinary operations. GE Capital, an affiliate of GE Capital Structured
Finance Group Limited, one of the lenders under the Senior Credit Facility, and
Wilmington Trust Company, the trustee under the Indentures governing certain of
the NTL Inc. subordinated notes, filed objections to the DIP facility. The
Bankruptcy Court approved the DIP facility in the principal amount of $630
million (including a $130 million commitment from NTL (Delaware), Inc. and
$500.0 million from certain members of the creditors' committee) over such
objections in an order issued on July 3, 2002. On July 15, 2002, the various
lenders under the DIP facility and NTL (Delaware), Inc., entered into the DIP
facility agreement with Communications Cable Funding Corp., a subsidiary of NTL
Incorporated, to provide $630 million in financing to Communications Cable
Funding Corp.

     In connection with the commitment, NTL Incorporated and its debtor
subsidiaries were to pay a commitment fee to the bondholder DIP lenders equal to
2% of the $500 million commitment (i.e., $10 million). Accordingly, on May 6,
2002, and May 7, 2002, NTL delivered to its bank written instructions to pay by
wire transfer to each lender under the DIP facility such lender's pro rata
portion of the commitment fee. Due to administrative difficulties, however, some
of the lenders under the DIP facility did not receive their pro rata portion of
the commitment fee prior to the commencement of the Chapter 11 cases. In total,
as of May 8, 2002, $428,000 of the $10 million commitment fee had not been paid
to the applicable lenders under the DIP facility. Pursuant to an order of the
court dated May 31, 2002, the remaining $428,000 of the commitment fee was paid
to the applicable lenders under the DIP facility.

     Each term loan under the DIP facility will bear interest on the unpaid
principal amount for three months from July 15, 2002 at the rate of 11% per
annum. With respect to each successive three month period following that date,
the rate per annum will increase incrementally by 1% over the immediately
preceding three month period but will not exceed 18% per annum for any three
month period.

     NTL (Delaware), Inc. is also a lender under the DIP facility and will lend
up to $130 million. NTL (Delaware), Inc. has cash on hand and, because the
Chapter 11 cases are not substantively consolidated, NTL Incorporated and its
debtor subsidiaries and the steering committee of bondholders have concluded
that the cash at NTL (Delaware), Inc. is to be used to partially fund the
reorganization of all of the debtors. NTL (Delaware), Inc. will receive interest
and is entitled to the same protections as the other bondholder DIP lenders.

     Under the DIP facility agreement, Communications Cable Funding is the
borrower, and all of the other debtors (other than Diamond Cable and Diamond
Holdings) are guarantors, except that NTL Communications Corp. is also a
co-obligor of the loans from NTL (Delaware), Inc. Under the DIP facility
agreement, the cash (except for the DIP facility proceeds) of the borrower and
the guarantors will be cash collateral for the DIP facility and will not be used
or transferred for any purpose whatsoever without the consent of the bondholder
DIP lenders. All funding needs of the debtors will be funded through the
proceeds of the DIP facility, in accordance with a budget and the terms of the
DIP facility agreement.

     Under the DIP facility agreement, the loan structure contains three
tranches that rank equally with each other. All amounts owed under the DIP
facility agreement are required to be paid in full no later than the earlier of
(i) the consummation of the reorganization plan, (ii) December 1, 2002, and
(iii) the date on which all of the term loans become due and payable in full
under the DIP facility agreement, whether by acceleration or otherwise.

                                        9
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     A copy of the DIP facility agreement was attached as an exhibit to Form
8-K, filed by the Company with the Commission on July 19, 2002.

  EXIT FACILITY

     The Company expects that the reorganized NTL and/or Communications Cable
Funding Corp. will enter into an exit financing facility. The exit financing or
any alternative financing would refinance (at least in part) the DIP facility
and may be used as consideration for the refinancing of the note payable to NTL
(Delaware), Inc. from NTL (UK) Group Inc. Because of the present market
conditions which are unfavorable to telecommunications companies generally,
there can be no assurance that NTL will successfully obtain an acceptable exit
facility, although NTL is presently in discussions with various parties about
alternatives.

     The Company expects that the exit facility may be secured by various assets
of the reorganized NTL, including those which secure the DIP facility, would
rank senior to all current and future subordinated debt of the reorganized NTL.

     The Company also expects that the exit facility would impose operating and
financial restrictions on the reorganized NTL and its subsidiaries. These
restrictions would significantly limit or prohibit, among other things, the
reorganized NTL's ability and the ability of its subsidiaries to incur
additional indebtedness, pay dividends, or make distributions in respect of
capital stock, make other restricted payments, enter into sale and leaseback
transactions, create liens upon assets, enter into transactions with affiliates
or related persons, sell assets, or consolidate, merge, or sell all or
substantially all of their assets. The exit facility also likely would require
the reorganized NTL to satisfy financial covenants on an ongoing basis. The
Company cannot determine at this time whether these financial covenants would
have a material impact on the reorganized NTL's ability to finance future
operations or capital needs or to engage in other business activities.

     The terms, covenants, and conditions of an exit facility have not been
finalized and remain subject to negotiation and final documentation.

  PROPOSED RECAPITALIZATION PLAN

     Under the proposed recapitalization plan, NTL would be split into two
companies, one tentatively called NTL UK and Ireland and holding substantially
all of NTL's UK and Ireland assets, and one tentatively called NTL Euroco and
holding substantially all of NTL's continental European and other assets.

     Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom), NTL Communications Corp. and
Diamond Cable Communications Limited would in the aggregate receive 100% of the
initial common stock of NTL UK and Ireland (excluding shares issuable in the
rights offerings and upon the exercise of warrants (discussed below) and upon
the exercise of options which will be granted to certain employees of NTL UK and
Ireland). Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom) and NTL Communications Corp. would
in the aggregate receive (i) 100% of the preferred stock of NTL Euroco and (ii)
a certain amount of cash as specified in the amended joint reorganization plan.
Holders of the subordinated notes of NTL Incorporated (other than France
Telecom), NTL (Delaware), Inc. (other than France Telecom) and NTL
Communications Corp. would in the aggregate receive 86.5% of the initial common
stock of NTL Euroco (excluding shares issuable upon the exercise of options
which will be granted to certain employees of NTL Euroco). Holders of senior
notes of NTL Communications Corp. would receive the value of a specified number
of shares of common stock of NTL Euroco pursuant to the amended joint
reorganization plan. Notes of the Company's subsidiaries Diamond Holdings
Limited and NTL (Triangle) LLC would remain outstanding and interest payments
will be made.

                                        10
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     Current preferred and common stockholders of NTL Incorporated, including
France Telecom, would receive warrants to purchase common stock of NTL UK and
Ireland and rights (to be priced at a $10.5 billion enterprise value of NTL UK
and Ireland) entitling them to purchase common stock of NTL UK and Ireland. For
each share of common stock purchase upon exercise of rights, the person
exercising such rights will receive a warrant to purchase one share of common
stock of NTL UK and Ireland. The rights will be exercisable, on an
oversubscription basis, for the 20-business day period after the entry of the
confirmation order, as such period may be extended, and the warrants will be
exercisable for a period of eight years at an exercise price of $77.47 per
share. The number of shares to be received upon exercise of the warrants is
subject to customary adjustments for stock splits, stock recapitalizations and
distributions of property (other than cash) to holders of NTL UK and Ireland
Common Stock. If fully exercised, the rights and warrants would entitle the
current preferred stockholders of NTL Incorporated to acquire approximately
23.6% and the current common stockholders of NTL Incorporated to acquire
approximately 8.9% of NTL UK and Ireland's primary common stock on the effective
date of the recapitalization. Holders of the subordinated notes of NTL
Incorporated (other than France Telecom), NTL (Delaware), Inc. (other than
France Telecom), and NTL Communications Corp. would have the right to purchase
any shares of NTL UK and Ireland common stock and warrants not subscribed for in
the rights offering by the preferred and common stockholders of NTL
Incorporated. It is expected that the warrants will be listed or quoted on the
same exchange or inter-dealer quotation system as the shares of common stock of
the reorganized NTL.

     Current preferred stockholders, other than France Telecom, would receive
approximately 3.2% and current common stockholders, other than France Telecom,
would receive approximately 10.3% of the primary equity of NTL Euroco. It is
contemplated that, subject to the consummation of the recapitalization, France
Telecom would also receive NTL Incorporated's 27% interest in Noos, pursuant to
a pledge of such interest to France Telecom given at the time of its
acquisition.

     During the recapitalization process, the Company has maintained normal and
regular trade terms with its suppliers and customers. There can be no assurance
that the Company's suppliers will continue to provide normal trade credit or
credit on acceptable terms, if at all, or that customers will continue to do
business or enter into new business with the Company. See also "Risk Factors"
for a summary of risks related to the Company's business in general and the
recapitalization process in particular.

     Section 1129 of the United States Bankruptcy Code requires, among other
things, a showing that confirmation of the proposed recapitalization plan will
not be followed by liquidation or the need for further financial reorganization
of NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond
Cable Communications Limited or Diamond Holdings Limited, and that the value of
distributions to dissenting holders of claims and interests may not be less than
the value such holders would receive in a liquidation under Chapter 7 of the
United States Bankruptcy Code. Although the Company believes that the proposed
recapitalization plan will meet these tests, there can be no assurance that the
Bankruptcy Court will reach the same conclusion.

     The United States Bankruptcy Code also requires that a plan must provide
the same treatment for each claim or interest in a particular class, unless a
holder agrees to a less favorable treatment of its particular claim or interest.
The Company believes that the proposed recapitalization plan complies with this
requirement of the United States Bankruptcy Code. However, if a member of a
class objects to its treatment, or if the Bankruptcy Court finds that the
proposed recapitalization plan does not comply with the requirements of the
United States Bankruptcy Code, confirmation of the plan could be delayed or
prevented. In addition, each class of impaired claims and interests that will
(or may) be entitled to receive property under the plan will have the
opportunity to vote to accept or reject the plan. If an impaired class of claims
or interests rejects the plan, the Company may request confirmation of the plan
pursuant to the "cramdown" provisions of the United States Bankruptcy Code. Even
if the requirements for "cramdown" are met, the Bankruptcy Court, which, as a
court of equity may exercise substantial discretion, may choose not to confirm
the plan.

                                        11
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

  BANK WAIVERS

     Before the Company could commence negotiations with the unofficial
committee of bondholders, it was necessary to obtain waivers from the lenders
under the Company's credit facilities. Effective March 8, 2002, these lenders
granted waivers which, until March 29, 2002, provided that the commencement of
negotiations with bondholders with a view to rescheduling its debt would not
constitute an event of default under the credit facilities. Such initial waivers
did not permit NTL to make to any of its bondholders an exchange or similar
offer for NTL's outstanding public notes or to enter into a legally binding
agreement with the unofficial steering committee of bondholders, subject to some
exceptions, without the consent of the lenders under the credit facilities. But
for the initial waivers, the commencement of negotiations with bondholders would
have been an event of default under the credit facilities.

     Effective March 28, 2002, the lenders under the credit facilities agreed to
amend the initial waivers. The amendments to the initial waivers extended the
duration of the initial waivers to April 29, 2002 in the case of the UK credit
facilities or May 14, 2002 in the case of the Cablecom credit facility, unless
the interest payments missed by NTL Communications Corp. on April 1, 2002 were
remedied or a sufficient number of bondholders agreed to forbear in respect of
such non-payment, in which case, the UK credit facilities waivers were to be
extended to May 14, 2002. As a condition to the amendment to the initial
waivers, the UK lenders required NTL (Delaware), Inc. to loan L90 million to NTL
(UK) Group, Inc. following receipt of the proceeds from the sale of NTL
Australia. Such loan was actually made (with the approval of the lenders under
the UK credit facilities) to NTL (UK) Group, Inc. and then on-lent to certain
subsidiaries of NTL (UK) Group, Inc. This loan, which was made on April 5, 2002,
is structurally senior to the outstanding public notes issued by NTL
Communications Corp. and contractually senior to intra-group debt owed by NTL
(UK) Group, Inc. to NTL Communications Corp. but contractually subordinated to
the UK credit facilities. In connection with the amendments to the waivers, NTL
affirmed the provisions of the initial waivers and agreed, among other things,
not to commence voluntary dissolution proceedings, including proceedings under
Chapter 11 of the United States Bankruptcy Code, without the consent of these
lenders.

     As of the date of this Form 10-Q/A, there are no current waivers from the
Company's secured lenders and NTL is therefore in default under its UK credit
facilities and the Cablecom credit facility. In connection with the proposed
recapitalization plan, it is intended that the existing events of default under
the credit facilities will be cured by amendment with effect from the effective
date of the recapitalization, if it is approved by creditors and the bankruptcy
court. On May 2, 2002, a memorandum was executed by the Company, a steering
committee of its lending banks and the unofficial committee of its public
bondholders indicating the parties' agreement in principle (on a non-legally
binding basis) to the terms of the proposed recapitalization and the terms on
which the Company's UK credit facilities should be amended and restated and with
respect to certain matters relating to the sale of, or investment in, Cablecom.

     Cablecom GmbH, an indirect wholly-owned subsidiary of NTL (Delaware), Inc.,
is the principal trading company of NTL's Swiss group. There were a number of
technical defaults under the Swiss credit facility made available to Cablecom
and various of its subsidiaries. In addition, as of December 31, 2001,
Cablecom's and six of its direct and indirect subsidiaries' liabilities exceeded
their respective assets. As a consequence, under Swiss law, those entities were
deemed to be "overindebted". This also constituted an event of default under the
Cablecom credit facility, which entitled the lenders to accelerate repayment.
Such an acceleration would have resulted in an event of default under NTL
Incorporated's and NTL (Delaware), Inc.'s 5.75% convertible subordinated notes
due 2011 and 5.75% convertible subordinated notes due 2009.

     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.
                                        12
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     The problem of overindebtedness was resolved on June 26 and June 27, 2002
in certain of the overindebted subsidiaries 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.

     At the end of April 2002 the defaults existing at that time were remedied
or were waived by the restatement of the credit agreement and the grant of a
waiver letter. However, conditions subsequent such as the grant of new security
and the deposit of share certificates relating to minority shareholdings pledged
to the banks were imposed by these documents and other new finance documents
executed pursuant to the restatement.

     Since the end of April 2002 the following defaults have occurred under the
Cablecom finance documents: (1) The indentures issued by NTL (Delaware), Inc.
and NTL Incorporated have become payable and have not been paid; (2) NTL
(Delaware), Inc. has commenced negotiations with its creditors with a view to
the general rescheduling of its indebtedness and has commenced proceedings under
Chapter 11 of the US Bankruptcy Code pursuant to which it intends to reorganize
its debt; (3) NTL (Delaware), Inc. has liabilities which exceed the value of its
assets and is unable to pay its debts as they fall due; (4) Cablecom was unable
to satisfy the conditions to allow it to rollover revolving advances maturing in
early July 2002. The revolving advances remained unpaid for several days until
Cablecom was able to obtain the consent of the banks to waive the conditions to
their rollover; (5) Certain of the conditions subsequent imposed by the restated
credit agreement, the waiver letter and other finance documents executed
pursuant to the restated credit agreement have yet to be fulfilled.

     The outstanding defaults under the Cablecom finance documents entitle the
facility agent to demand repayment of the loan and enforce the security granted
to secure that loan. The facility agent has a discretion to take those steps and
can be compelled to take those steps by a group of banks holding at least
66 2/3% in aggregate of the loan.

  INTEREST PAYMENTS ON PUBLIC NOTES

     The Company and its subsidiaries have substantial interest payment
obligations under their existing indebtedness. NTL Communications Corp. did not
make scheduled interest payments due April 1, 2002, in the aggregate amount of
$74.2 million, in respect of its 9 1/2% notes due 2008, 11 1/2% notes due 2008
and 11 7/8% notes due 2010. NTL Communications Corp. also did not make interest
payments falling due on April 15, 2002, totaling $17.7 million, in respect of
the 12 3/4% Senior Deferred Coupon Notes due 2005 and NTL Incorporated and NTL
(Delaware), Inc. did not make interest payments and payment of related fees
falling due on April 15, 2002, totaling $2.5 million, in respect of their 5 3/4%
Convertible Subordinated Notes due 2011. In addition, NTL Communications Corp.
did not make the scheduled interest payments due May 15, 2002 in the aggregate
amount of $65.0 million, in respect of its 9 1/4% notes due 2006, 6 3/4% notes
due 2008 and 9 7/8% notes due 2009. Interest payments of $18.9 million were
made, when due, on April 2, 2002 in respect of Diamond Cable Communications
13.25% senior discount notes due 2004. In accordance with the proposed
recapitalization plan, NTL does not plan to make future interest payments on its
outstanding publicly traded notes except notes issued by NTL Triangle and, upon
emergence from Chapter 11 proceedings, Diamond Holdings Limited.

     If the applicable issuer does not pay interest on these notes after a 30
day grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. An event of
default entitles the trustee under the indenture or the holders of 25% of the
outstanding notes to declare the principal amount of those notes to be
immediately due and payable. Even if the maturity of those notes is not
accelerated after the 30 day grace period, such an event of default would also
result in an event of default in respect of other debt (commonly called cross
defaults) under most of our other notes. Therefore, there was an
                                        13
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

event of default for failure to pay interest on May 1, 2002 under the indentures
relating to the missed interest payments due April 1, 2002 and on May 16, 2002,
under the indentures relating to the missed interest payments due April 15,
2002. As a result, cross defaults occurred under the Company's other indentures
at NTL Communications Corp., NTL (Delaware), Inc., NTL Incorporated and under
our UK credit facilities and under the Cablecom credit facility. This gave
holders of the outstanding series of debt at these entities the right to
accelerate repayment of those debts by declaring the principal amount of the
debts to be immediately due and payable. As a result of the payment defaults as
well as the Company's voluntary filing under Chapter 11 of the United States
Bankruptcy Code on May 8, 2002, there is an event of default under all of our
credit facilities and the indentures governing all of our publicly traded debt,
other than debt of NTL Triangle. As a result of the Chapter 11 filings, all of
our publicly traded debt, other than the debt of NTL Triangle, became
immediately due and payable, pursuant to the terms of the indentures governing
such debt. The automatic stay of Section 362 of the United States Bankruptcy
Code prevents the holders of such debt from seeking to enforce their collection
rights under the indentures, except within the context of the Chapter 11 cases,
and even then only with the prior approval of the bankruptcy court. However, NTL
has received letters from the agents for the lenders under the UK credit
facilities reserving such lenders' rights to accelerate repayment of the
facilities and to enforce the security granted in respect of the facilities on
account of the defaults thereunder, actions which would not be prohibited by the
automatic stay.

  INABILITY TO PAY DIVIDENDS ON OR REDEEM PREFERRED STOCK

     The Company failed to declare or pay dividends due February 15, 2002 on its
13% Senior Redeemable Exchangeable Preferred Stock in the amount of $6.0
million. In addition, on May 15, 2002, the Company failed to declare or pay
dividends on its 13% Senior Redeemable Exchangeable Preferred Stock in the
amount of $6.2 million. The Company did not pay dividends on its 5% cumulative
participating convertible preferred stock held by France Telecom on December 31,
2001 of $37.0 million and March 31, 2002 of $37.5 million, or on its cumulative
convertible preferred stock held by France Telecom and a group of commercial
banks on December 31, 2001 of $24.9 million and March 26, 2002 of $24.1 million.
Historically, payment of dividends has been made in additional shares of
preferred stock in the case of the 13% preferred stock, the 5% cumulative
participating preferred stock and the cumulative convertible preferred stock.
The Company did not pay these dividends due to a lack of available surplus under
Delaware law. Under Delaware law, the Company cannot declare or pay dividends on
or redeem its capital stock, including its preferred stock, unless it has
available surplus.

     Pursuant to the terms of the 13% preferred stock, the unpaid dividends will
continue to accrue without interest until declared and paid. Pursuant to the
terms of the 5% cumulative convertible preferred stock and the cumulative
convertible preferred stock, the unpaid dividends will continue to accrue
without interest until declared and paid, together with an additional cash
dividend on the amount so unpaid at a rate of 2% per quarter for as long as the
dividends remain unpaid. The failure to declare these dividends is not a default
under any of the Company's existing agreements. With respect to the 13%
preferred stock and 5% cumulative convertible preferred stock, if dividends
remain unpaid for six quarters, the holders of each such series shall have the
right to vote separately as a class on all matters voted on by NTL Incorporated
shareholders and shall have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
the Company's board.

     In addition, the lack of available surplus meant that the Company was not
able to redeem its Variable Coupon Redeemable Preferred Stock, Series A, which
is referred to as the Noos One Year Preferred, held by France Telecom, when it
became mandatorily redeemable on May 18, 2002. Because the Company failed to
redeem the Noos One Year Preferred on May 18, 2002, pursuant to the certificate
of designation governing the Noos One Year Preferred, the holders of such
preferred stock have the right, along with other holders of preferred stock with
similar default voting rights, to elect two additional directors to the
Company's board and shall have the right to vote separately as a class, on all
matters brought to NTL Incorporated shareholders.
                                        14
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     At the time of issuance of the Noos One Year Preferred, the Company pledged
its shares of Noos to France Telecom to secure the mandatory redemption
obligation under the Noos One Year Preferred and the 6.5% Redeemable Preferred
Stock. As part of the amended joint reorganization plan (if implemented) and
pursuant to this pledge, the Company will transfer its 27% interest in Noos to
France Telecom.

  CREDIT RATING DOWNGRADES

     On April 3, 2002, credit rating agency Standard & Poor's lowered the
long-term corporate credit rating on some of NTL's public debt to D from CCC-,
citing the Company's failure to make a bond interest payment due on April 1,
2002.

  DELISTING OF NTL INCORPORATED COMMON STOCK

     On March 28, 2002, the New York Stock Exchange ("NYSE") announced that it
was suspending NTL's common stock from trading on the NYSE. This determination
was based upon, among other things, the selling price of NTL's common stock,
which closed at $0.20 on March 26, 2002. The continued listing standards of the
NYSE, which were applicable to NTL, required maintenance of a minimum share
price of $1.00 over a 30 trading day period and average global market
capitalization of $100 million over a 30 trading day period. NTL's common stock
fell below both of these continued listing standards. In addition, on May 9,
2002, Nasdaq Europe halted trading of the NTL's common stock pending receipt of
information relating to the restructuring process because of the filing of NTL's
Chapter 11 cases. NTL has complied with this information request, although there
can be no assurance that Nasdaq Europe will (1) not make additional information
requests, (2) remove the trading halt on shares of NTL's common stock or (3) not
delist shares of NTL's common stock. NTL's common stock is currently quoted on
the Over the Counter Bulletin Board under the symbol "NTLD".

  SALE OF NTL AUSTRALIA

     On April 2, 2002, the Company announced that it had completed the
previously announced sale of its Australian broadcast business to Macquarie
Communications Infrastructure Holding Pty Limited for A$850 million (US$448
million) in an all cash transaction. The net proceeds from the sale were
approximately A$581 million (US$306 million). At that time, the business' bank
debt outstanding totaled A$227 million (US$120 million).

     On April 5, 2002, NTL (Delaware), Inc. loaned L90 million to NTL (UK) Group
Inc., which loan was funded by the proceeds of the sale of NTL Australia. This
loan is subordinated to the Company's UK credit facilities. The remaining
proceeds of the sale of NTL Australia remain at NTL (Delaware), Inc., and the
proposed plan of reorganization anticipates that such proceeds will form a
portion of the consideration to be offered to bondholders of NTL (Delaware),
Inc. and NTL Incorporated in satisfaction of their claims against those
companies.

  POTENTIAL SALE OF, OR OUTSIDE INVESTMENT IN, CABLECOM

     It has been agreed to engage UBS Warburg LLC by August 31, 2002 to advise
in connection with an outside investment in, or sale of all or part of,
Cablecom. As part of this process, NTL (Delaware), Inc. and certain of its
subsidiaries have agreed to approve any such outside investment or sale, which
is acceptable to the lenders under the Cablecom credit facility.

     It has also been agreed that if such a sale of all or part of Cablecom 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 other expenses and taxes of the sale. There can be
no assurance that any outside

                                        15
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

investment in, or sale of all or part of, Cablecom pursuant to the Cablecom
credit facility will be on terms that are favorable to NTL and such investment
or sale could have a material adverse effect on NTL's finances and business.

     In particular, in the current environment, NTL's shareholding in Cablecom
may have little or no value, which may result in NTL receiving little or no
consideration for its equity interest in Cablecom.

     Further, if a third party makes an investment in Cablecom there can be no
assurance that NTL will be able to maintain its ability to direct the management
of Cablecom.

  INVESTMENTS IN AND LOANS TO AFFILIATES

     On April 15, 2002, a funding request for $20 million was received by NTL
under the terms of the investment agreement relating to NTL's investment in B2.
NTL has informed B2 and the other principal investors that it is not in a
position to comply with this request at this time. The B2 investment agreement
provides that if NTL fails to provide such funding, it may be sued for
non-payment and arguably could lose certain rights under the B2 shareholders'
arrangements. Pursuant to the applicable documents, if this occurs the majority
remaining shareholders may also elect to terminate the shareholder arrangements
with respect to NTL and exercise a contractual right to acquire on a pro rata
basis NTL's interest in B2 at 25% of fair market value. If the remaining
shareholders elected to exercise these rights, NTL could be forced to sell its
stake in B2 at a loss. On June 25, 2002, B2 and its remaining shareholders filed
a motion in the Bankruptcy Court requesting relief from the automatic stay
provisions of section 362 of the Bankruptcy Code to exercise their rights under
the relevant agreements. Notwithstanding the arguments raised in the motion, NTL
believes that the Bankruptcy Code provides various defenses and protections of
and for NTL's rights under the B2 investment agreement and in respect of its
equity interest in B2 and intends to enforce vigorously its rights and
protections.

     Premium TV Limited, a wholly-owned subsidiary of NTL (Delaware), Inc., is
obliged to provide funding of up to approximately L62.0 million ($88.3 million)
to fund various of its joint venture interests. Of this amount, the payment of
approximately L50.0 million ($71.2 million) has been guaranteed by NTL
(Delaware), Inc. 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),
Inc., may be sued for non-payment. As a result of the recapitalization process,
the relevant joint venture partners may assert that they can 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 acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities, which may also
result in a cessation of substantially all of Premium TV Limited's activities.
As a result of the restructuring process, the relevant joint venture partners
may assert that they can compulsorily acquire Premium TV Limited's interest in
the relevant joint venture at a third party appraisal valuation. NTL believes,
however, that it has various defenses and protections under the Bankruptcy Code
against such actions and intends to enforce vigorously its rights and
protections.

  RELATIONSHIPS WITH SUPPLIERS

     The uncertainty over the Company's financial condition may adversely affect
its relationships with its suppliers. If the Company's suppliers become
increasingly concerned about its financial condition, they may demand quicker
payment terms or not extend normal trade credit, both of which could further
adversely affect its results of operations, financial condition and cash flows.

                                        16
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE C -- SALE OF AUSTRALIA

     On April 2, 2002, the Company announced that it had completed the
previously announced sale of its Australian broadcast business to Macquarie
Communications Infrastructure Holding Pty Limited for A$850 million (US$448
million) in an all cash transaction. The net proceeds from the sale after the
repayment of the outstanding bank credit facility and transaction related costs
were approximately A$581 million (US$306 million). The Company recognized a gain
on the sale of approximately US$15 million in April 2002. NTL Australia is
accounted for as a discontinued operation, and accordingly, NTL Australia is
excluded from assets and liabilities of continuing operations at March 31, 2002
and December 31, 2001 and from results of continuing operations for the three
months ended March 31, 2002 and 2001.

     The following is the condensed assets, liabilities and results of
operations of NTL Australia (unaudited except at December 31, 2001):

<Table>
<Caption>
                                                              MARCH 31,   DECEMBER 31,
                                                                2002          2001
                                                              ---------   ------------
                                                                   (IN MILLIONS)
<S>                                                           <C>         <C>
Current assets..............................................   $ 20.0        $ 32.0
Fixed assets, net...........................................    243.2         235.2
Other assets................................................    142.5         137.8
  NTL Australia assets......................................   $405.7        $405.0
Current liabilities.........................................   $ 57.8        $ 71.0
Non current liabilities.....................................    135.3         111.9
  NTL Australia liabilities.................................   $193.1        $182.9
</Table>

<Table>
<Caption>
                                                               THREE MONTHS
                                                              ENDED MARCH 31,
                                                              ---------------
                                                               2002     2001
                                                              ------   ------
                                                               (IN MILLIONS)
<S>                                                           <C>      <C>
Revenues....................................................  $17.4    $14.6
Operating income (loss).....................................    0.3     (2.5)
Net income (loss)...........................................    0.2     (0.5)
</Table>

NOTE D -- RECENT ACCOUNTING PRONOUNCEMENTS

     In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets," effective for the Company on
January 1, 2002. This Statement superceded SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
other related accounting guidance. The adoption of this new standard had no
significant effect on the results of operations, financial condition or cash
flows of the Company, except that it required the Company to treat NTL Australia
as a discontinued operation beginning in the first quarter of 2002.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated asset
retirement costs. The Company is in the process of evaluating the financial
statement impact of the adoption of SFAS No. 143.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Use of the pooling-of-interests method is no longer

                                        17
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

permitted. SFAS No. 141 also includes guidance on the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination that is completed after June 30, 2001. SFAS No. 142 ends the
amortization of goodwill and indefinite-lived intangible assets. Instead, these
assets must be reviewed annually (or more frequently under certain conditions)
for impairment in accordance with this statement. This impairment test uses a
fair value approach rather than the undiscounted cash flow approach previously
required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." The Company adopted SFAS No. 142
on January 1, 2002. Primarily due to the significant impairment charge that the
Company recorded in 2001, the adoption of this new standard did not have a
significant effect on the results of operations, financial condition or cash
flows of the Company.

     Upon the adoption of SFAS No. 142, the Company performed an analysis of its
intangible assets acquired before July 1, 2001 to determine whether they should
be classified and accounted for as part of or separate from goodwill. The
Company reclassified the carrying value of workforce in place included in other
intangibles to goodwill. The Company determined that license acquisition costs
and customer lists should continue to be classified separate from goodwill. The
Company determined that license acquisition costs would no longer be subject to
amortization since they are deemed to have an indefinite useful life. The
Company also determined that no changes in the remaining useful lives of the
customer lists were required.

     The Company also performed an evaluation for impairment of its goodwill and
license acquisition costs as of January 1, 2002 and determined that no
impairment charge was required. The Company's next evaluation of impairment will
be the annual test as of October 1, 2002, unless there are new indicators of
impairment.

     Estimated aggregate amortization expense for each of the five succeeding
fiscal years from December 31, 2001 is as follows: $128.8 million in 2002,
$127.6 million in 2003, $79.7 million in 2004, $42.3 million in 2005 and $34.5
million in 2006.

     The following table shows the Company's loss from continuing operations and
its basic and diluted loss from continuing operations per share as adjusted for
the adoption of SFAS No. 142, had SFAS No. 142 been in effect on January 1, 2001
(unaudited) (in millions, except per share data).

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                               2002       2001
                                                              -------   ---------
<S>                                                           <C>       <C>
(Loss) from continuing operations -- as reported............  $(600.4)  $(1,042.4)
Amortization of:
  Goodwill..................................................       --       366.4
  License acquisition costs.................................       --        18.8
  Other.....................................................       --         2.7
                                                              -------   ---------
                                                                   --       387.9
                                                              -------   ---------
(Loss) from continuing operations -- as adjusted............  $(600.4)  $  (654.5)
                                                              =======   =========
Basic and diluted net (loss) from continuing operations per
  share:
  As reported...............................................  $ (2.53)  $   (4.04)
  Amortization expense reduction............................       --        1.42
                                                              -------   ---------
  As adjusted...............................................  $ (2.53)  $   (2.62)
                                                              =======   =========
</Table>

                                        18
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE E -- FIXED ASSETS

     Fixed assets consist of:

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN MILLIONS)
<S>                                                           <C>           <C>
Operating equipment.........................................   $13,149.5     $13,312.2
Other equipment.............................................       975.1         997.6
Construction-in-progress....................................     1,323.5       1,270.4
                                                               ---------     ---------
                                                                15,448.1      15,580.2
Accumulated depreciation....................................    (3,535.2)     (3,242.1)
                                                               ---------     ---------
                                                               $11,912.9     $12,338.1
                                                               =========     =========
</Table>

NOTE F -- INTANGIBLE ASSETS

     Intangible assets consist of:

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN MILLIONS)
<S>                                                           <C>           <C>
Intangible assets not subject to amortization:
Goodwill....................................................   $1,605.5       $1,626.3
License acquisition costs...................................       55.2           54.7
Intangible assets subject to amortization:
Customer lists, net of accumulated amortization of $186.5
  (2002) and $169.3 (2001)..................................      146.1          168.8
                                                               --------       --------
                                                               $1,806.8       $1,849.8
                                                               ========       ========
</Table>

NOTE G -- INVESTMENTS IN AND LOANS TO AFFILIATES

     The Company has investments in various companies and joint ventures which
are accounted for under either the equity method or the cost method. The
Company's significant equity investments include its 27% interest in Noos S.A.,
the market leading French broadband company, which offers analog and digital
cable television, high speed Internet and telephone services, its 34.01%
interest in Svenska Bredbandsbolaget ("B2"), a company based in Sweden, which
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, and its 50% interest in eKabel InvestCo, which owns 65% of iesy
Hessen GmbH ("iesy"), the largest cable television network in the German
province of Hessen.

     The companies in which we hold minority investments may require additional
financing. There can be no assurance that iesy will meet the conditions
precedent to access additional funds under its credit facility or that it will
be in compliance with the covenants under its debt agreements. The failure of
iesy to obtain required funding or a default entitling the lenders to accelerate
repayment of iesy's borrowings would adversely affect the value of NTL's
investment in iesy.

     In addition, on April 15, 2002, a funding request for $20 million was
received by NTL under the terms of the investment agreement relating to NTL's
investment in B2. NTL has informed B2 and the other principal investors that it
is not in a position to comply with this request at this time. The B2 investment
agreement provides that if NTL fails to provide such funding, it may be sued for
non-payment and arguably could lose

                                        19
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

certain rights under the B2 shareholders' arrangements. Pursuant to the
applicable documents, if this occurs the majority remaining shareholders may
also elect to terminate the shareholder arrangements with respect to NTL and
exercise a contractual right to acquire on a pro rata basis NTL's interest in B2
at 25% of fair market value. If the remaining shareholders elected to exercise
these rights, NTL could be forced to sell its stake in B2 at a loss. On June 25,
2002, B2 and its remaining shareholders filed a motion in the United States
Bankruptcy Court requesting relief from the automatic stay provisions of section
362 of the Bankruptcy Code to exercise their rights under the relevant
agreements. Notwithstanding the arguments raised in the motion, NTL believes
that the Bankruptcy Code provides various defenses and protections of and for
NTL's rights under the B2 investment agreement and in respect of its equity
interest in B2 and intends to enforce vigorously its rights and protections.

     Premium TV Limited, a wholly-owned subsidiary of NTL (Delaware), Inc., is
obliged to provide funding of up to approximately L62.0 million ($88.3 million)
to fund various of its joint venture interests. Of this amount, the payment of
approximately L50.0 million ($71.2 million) has been guaranteed by NTL
(Delaware), Inc. 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),
Inc., may be sued for non-payment. As a result of the recapitalization process,
the relevant joint venture partners may assert that they can 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 acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities, which may also
result in a cessation of substantially all of Premium TV Limited's activities.
As a result of the restructuring process, the relevant joint venture partners
may assert that they can compulsorily acquire Premium TV Limited's interest in
the relevant joint venture at a third party appraisal valuation. NTL believes,
however, that it has various defenses and protections under the United States
Bankruptcy Code against such actions and intends to enforce vigorously its
rights and protections.

     NTL Incorporated has also guaranteed the obligations of one of its
subsidiaries to provide funding of up to approximately L4.2 million ($6.0
million) to a joint venture whose businesses are the provision of programming
content. If the relevant subsidiary fails to provide such funding, under the
shareholder arrangements relating to this joint venture, such subsidiary may be
sued for damages. In addition, under the shareholder arrangements relating to
this joint venture, the relevant joint venture partner may have the option to
compulsorily acquire the Company's indirect interest in the relevant joint
venture at 70% of fair market value, resulting in the Company selling its
indirect interest at a potential loss. The Company believes that it has various
defenses and protections under the U.S. Bankruptcy Code against such actions and
intends to enforce vigorously its rights and protections.

     The Company intends to negotiate with its joint venture partner to address
these issues. There can be no guaranty that these negotiations will be
successful and that the Company will be able to retain its current interest in
this joint venture company.

                                        20
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company's investments in and loans to affiliates are as follows:

<Table>
<Caption>
                                                  MARCH 31, 2002         DECEMBER 31, 2001
                                              -----------------------   -------------------
                                              OWNERSHIP     BALANCE     OWNERSHIP   BALANCE
                                              ---------   -----------   ---------   -------
                                                          (UNAUDITED)
                                                          (DOLLARS IN MILLIONS)
<S>                                           <C>         <C>           <C>         <C>
Noos........................................    27.00%      $ 32.6        27.00%    $ 47.0
B2..........................................    34.01%        78.5        34.01%      92.5
iesy........................................    32.50%        61.3        32.50%      73.0
Others......................................                  55.2                    52.8
                                                            ------                  ------
Total equity investments....................                 227.6                   265.3
Total cost investments......................                   6.9                     7.1
                                                            ------                  ------
Total.......................................                $234.5                  $272.4
                                                            ======                  ======
</Table>

     A summary of combined financial information as reported by the Company's
equity investees is set forth below:

<Table>
<Caption>
                                                               MARCH 31,     DECEMBER 31,
                                                                  2002           2001
                                                              ------------   ------------
                                                              (UNAUDITED)
                                                                     (IN MILLIONS)
<S>                                                           <C>            <C>
Current assets..............................................    $  427.2       $  495.5
Fixed assets, net...........................................       885.4          910.9
Other assets................................................     2,398.4        2,690.0
                                                                --------       --------
Total assets................................................    $3,711.0       $4,096.4
                                                                ========       ========
Current liabilities.........................................    $  325.6       $  366.3
Non current liabilities.....................................     1,418.7        1,445.4
Total shareholders' equity..................................     1,966.7        2,284.7
                                                                --------       --------
Total liabilities and shareholders' equity..................    $3,711.0       $4,096.4
                                                                ========       ========
</Table>

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                              ---------------------
                                                                 2002        2001
                                                              -----------   -------
                                                              (UNAUDITED)
                                                                  (IN MILLIONS)
<S>                                                           <C>           <C>
Revenues....................................................    $ 121.0     $  58.9
Operating (loss)............................................      (91.6)      (87.5)
Net (loss)..................................................     (122.5)     (117.8)
</Table>

NOTE H -- LONG-TERM DEBT

     Long-term debt consists of:

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN MILLIONS)
<S>                                                           <C>           <C>
NTL Incorporated:
  5 3/4% Convertible Subordinated Notes.....................   $   100.0     $   100.0
NTL (Delaware), Inc.:
  5 3/4% Convertible Subordinated Notes.....................     1,200.0       1,200.0
</Table>

                                        21
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                               MARCH 31,    DECEMBER 31,
                                                                 2002           2001
                                                              -----------   ------------
                                                              (UNAUDITED)
                                                                    (IN MILLIONS)
<S>                                                           <C>           <C>
Cablecom:
  Term Loan Facility........................................     1,605.2       1,626.8
  Revolving Facility........................................       520.2         527.2
  Other.....................................................         6.1           6.2
NTL Communications Corp.:
  12 3/4% Senior Deferred Coupon Notes......................       277.8         277.8
  11 1/2% Senior Deferred Coupon Notes......................     1,050.0       1,050.0
  10% Senior Notes..........................................       400.0         400.0
  9 1/2% Senior Sterling Notes, less unamortized discount...       177.7         181.4
  10 3/4% Senior Deferred Coupon Sterling Notes.............       384.5         382.3
  9 3/4% Senior Deferred Coupon Notes.......................     1,181.4       1,153.8
  9 3/4% Senior Deferred Coupon Sterling Notes..............       387.2         385.9
  11 1/2% Senior Notes......................................       625.0         625.0
  12 3/8% Senior Deferred Coupon Notes......................       375.8         364.9
  7% Convertible Subordinated Notes.........................       489.8         489.8
  9 1/4% Senior Euro Notes..................................       217.9         222.5
  9 7/8% Senior Euro Notes..................................       305.1         311.5
  11 1/2% Senior Deferred Coupon Euro Notes.................       136.5         135.6
  11 7/8% Senior Notes, less unamortized discount...........       491.0         490.7
  12 3/8% Senior Euro Notes, plus unamortized premium.......       262.2         267.8
  6 3/4% Convertible Senior Notes...........................     1,150.0       1,150.0
NTL Communications Limited:
  Senior Credit Facility....................................     3,968.4       4,050.0
  Working Capital Facility..................................       581.8         145.4
  Other.....................................................        57.4          58.6
NTL Triangle:
  11.2% Senior Discount Debentures..........................       517.3         517.3
  Other.....................................................         3.8           4.5
Diamond:
  13 1/4% Senior Discount Notes.............................       285.1         285.1
  11 3/4% Senior Discount Notes.............................       531.0         531.0
  10 3/4% Senior Discount Notes.............................       420.5         415.1
  10% Senior Sterling Notes.................................       192.4         196.3
  9 1/8% Senior Notes.......................................       110.0         110.0
  Other.....................................................         6.0           3.6
                                                               ---------     ---------
                                                                18,017.1      17,666.1
Less current portion........................................    18,017.1      17,666.1
                                                               ---------     ---------
                                                               $      --     $      --
                                                               =========     =========
</Table>

     See Note B for discussion of the events of default and uncertainties about
compliance with the terms and conditions of the Company's debt. The holders of
the debt have the right to accelerate repayment, or may have such right, which
has caused all of the Company's long-term debt to be classified as current. The
automatic stay of Section 362 of the United States Bankruptcy Code prevents the
holders of such debt from seeking to enforce their collection rights under the
indentures, except within the context of the Chapter 11 cases, and even then
only with the prior approval of the bankruptcy court. However, NTL has received
letters from the agents for the lenders under the UK credit facilities reserving
such lenders' rights to accelerate repayment of the facilities and to enforce
the security granted in respect of the facilities on account of the defaults
thereunder, actions which would not be prohibited by the automatic stay.

                                        22
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     The effective interest rates on the Company's variable interest rate debt
were as follows:

<Table>
<Caption>
                                                              MARCH 31,   DECEMBER 31,
                                                                2002          2001
                                                              ---------   ------------
<S>                                                           <C>         <C>
Cablecom:
  Term Loan Facility........................................     4.30%        5.27%
  Revolving Facility........................................     4.25%        5.49%
NTL Communications Limited:
  Senior Credit Facility....................................     6.16%        6.73%
  Term Facility.............................................     7.66%        8.06%
  Working Capital Facility..................................    10.15%        9.57%
</Table>

     On April 30, 2002, the Cablecom Term Loan Facility and Revolving Facility
were restated. In May 2002, Cablecom borrowed an additional CHF 180.0 million
($107.0 million) under the Revolving Facility. The maturity date for both
facilities was changed to April 30, 2003 in the restatement. The interest and
commitment fee provisions were not changed. The Revolving Facility has been
capped at its utilized amount of CHF 1,055.0 million, although the availability
may be increased with the consent of the requisite majority of the lenders under
that facility.

NOTE I -- REDEEMABLE PREFERRED STOCK

     The changes in the number of shares of Redeemable Preferred Stock were as
follows (unaudited):

<Table>
<Caption>
                                               13%      VARIABLE    6.5%     CONVERTIBLE
                                             --------   --------   -------   -----------
<S>                                          <C>        <C>        <C>       <C>
Shares at December 31, 2001................   184,000    48,000     12,000    1,850,000
Issued for dividends.......................        --        --         --           --
                                             --------   -------    -------   ----------
Shares at March 31, 2002...................   184,000    48,000     12,000    1,850,000
                                             ========   =======    =======   ==========
Liquidation preference at March 31, 2002
  (in millions)............................  $  192.9   $ 498.8    $ 129.0   $  2,063.5
                                             ========   =======    =======   ==========
</Table>

NOTE J -- OTHER CHARGES INCLUDING RESTRUCTURING CHARGES

     Other charges of $2.6 million in 2002 include restructuring charges of $1.6
million and costs incurred for information technology integration and for
business rationalization consulting of $1.0 million. Other charges of $7.4
million in 2001 were for information technology integration and for business
rationalization consulting.

     The Company recorded restructuring charges in the fourth quarter of 2001 as
a result of actions to reorganize, re-size and reduce operating costs and create
greater efficiency in various areas of the Company. These charges included
employee severance and related costs for approximately 5,400 employees to be
terminated, of which approximately 600 employees were still employed by the
Company as of March 31, 2002.

                                        23
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes the restructuring charges incurred and
utilized in 2002 and 2001:

<Table>
<Caption>
                                                EMPLOYEE
                                                SEVERANCE    LEASE
                                               AND RELATED   EXIT      AGREEMENT
                                                  COSTS      COSTS   MODIFICATIONS   TOTAL
                                               -----------   -----   -------------   ------
                                                              (IN MILLIONS)
<S>                                            <C>           <C>     <C>             <C>
Balance, December 31, 2001...................    $ 79.3      $33.5       $27.7       $140.5
Charged to expense...........................       1.6         --          --          1.6
Utilized.....................................     (68.5)      (5.3)       (5.6)       (79.4)
                                                 ------      -----       -----       ------
Balance, March 31, 2002......................    $ 12.4      $28.2       $22.1       $ 62.7
                                                 ======      =====       =====       ======
</Table>

NOTE K -- COMPREHENSIVE LOSS

     The Company's comprehensive loss for the three months ended March 31, 2002
and 2001 was $675.9 million and $1,330.2 million, respectively.

NOTE L -- COMMITMENTS AND CONTINGENT LIABILITIES

     At March 31, 2002, the Company was committed to pay approximately $1,518.2
million for equipment and services and for investments in and loans to
affiliates. This amount includes approximately $1,158.3 million for operations
and maintenance contracts and other commitments from April 1, 2003 to 2013.

     The Company has agreed to provide funds to its unconsolidated affiliates
generally if and when requested to do so and only upon the satisfaction of
certain conditions. The estimated aggregate amount as of March 31, 2002 was
$72.4 million. These unconsolidated affiliates include the media partnerships
with the Football League and with various UK football clubs for Internet
marketing and sponsorships. The Company's wholly-owned indirect subsidiary,
Premium TV Limited, has entered into these football related partnerships.

     NTL Incorporated and certain of its officers have been named as defendants
in a number of purported securities class action lawsuits. The complaints in
those cases generally allege that NTL failed to accurately disclose its
financial condition, finances and future prospects in press releases and other
communications with investors prior to filing its Chapter 11 case in federal
court. NTL does not know of any facts that would support these allegations, and
intends to defend the lawsuits vigorously.

     The Company is involved in certain other disputes and litigation arising in
the ordinary course of its business. None of these matters are expected to have
a material adverse effect on the Company's financial position, results of
operations or cash flows.

NOTE M -- SEGMENT DATA

     The Company's primary measure of profit or loss for each reportable segment
is EBITDA as defined below. The Company considers EBITDA an important indicator
of the operational strength and performance of its reportable segments,
including the ability to provide cash flows to service debt and fund capital
expenditures. EBITDA excludes the impact of costs and expenses that do not
directly effect cash flows such as depreciation, amortization and share of
(losses) from equity investments. The Company also excludes costs and expenses
that are not directly related to the performance of a single reportable segment
from EBITDA rather than allocate these costs and expenses to multiple reportable
segments. Other charges, recapitalization expense, corporate expenses and
foreign currency transactions are not directly related to a single segment.
EBITDA should be considered in addition to, not as a substitute for, operating
(loss), net (loss) and other measures of financial performance reported in
accordance with generally accepted accounting principles.

                                        24
<PAGE>
                       NTL INCORPORATED AND SUBSIDIARIES

             NOTES TO CONDENSED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                   BROADCAST   CONSUMER    BUSINESS   SHARED      TOTAL
                                   ---------   ---------   --------   -------   ---------
                                                       (IN MILLIONS)
<S>                                <C>         <C>         <C>        <C>       <C>
Three Months Ended March 31, 2002
Revenues.........................  $   70.0    $   608.4   $  215.6   $    --   $   894.0
EBITDA(1)........................      35.8        217.2       80.7     (87.8)      245.9
Three Months Ended March 31, 2001
Revenues.........................  $   68.1    $   610.9   $  201.2   $    --   $   880.2
EBITDA(1)........................      32.4        135.0       59.8    (107.9)      119.3
Total assets
March 31, 2002(2)................  $1,199.3    $10,941.7   $3,247.4   $ 906.0   $16,294.4
December 31, 2001(3).............   1,206.8     11,400.2    3,289.7     941.8    16,838.5
</Table>

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

(1) Represents earnings before interest, taxes, depreciation and amortization,
    recapitalization expense, other charges, corporate expenses, share of
    (losses) from equity investments, foreign currency transaction (losses) and
    income (loss) from discontinued operations. Segment EBITDA in 2001 has been
    reclassified to conform to the current year presentation.

(2) At March 31, 2002, shared assets included $427.0 million of cash, cash
    equivalents and marketable securities, $0.1 million of goodwill and $478.9
    million of other assets.

(3) At December 31, 2001, shared assets included $318.0 million of cash and cash
    equivalents, $0.1 million of goodwill and $623.7 million of other assets.

     The reconciliation of segment combined EBITDA to loss before income taxes
and discontinued operations is as follows:

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                               2002       2001
                                                              -------   ---------
                                                                 (IN MILLIONS)
<S>                                                           <C>       <C>
Segment combined EBITDA.....................................  $ 245.9   $   119.3
(Add) deduct:
  Recapitalization expense..................................     45.8          --
  Other charges.............................................      2.6         7.4
  Corporate expenses........................................     13.6        12.5
  Depreciation..............................................    362.9       331.3
  Amortization..............................................     32.7       423.9
  Interest income and other, net............................    (15.1)       (9.0)
  Interest expense..........................................    371.9       355.1
  Share of losses from equity investments...................     48.9        42.9
  Foreign currency transaction losses.......................      5.0        13.7
                                                              -------   ---------
                                                                868.3     1,177.8
                                                              -------   ---------
Loss before income taxes and discontinued operations........  $(622.4)  $(1,058.5)
                                                              =======   =========
</Table>

                                        25
<PAGE>

                       NTL INCORPORATED AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Key points concerning our current financial condition and our planned
recapitalization include:

 FINANCIAL CONDITION

     - NTL Incorporated and its subsidiaries had issued and outstanding as of
       May 8, 2002 approximately $11.5 billion in senior and subordinated notes
       and debentures.

     - The Company's UK credit facilities are fully drawn and the revolving
       tranche of the Cablecom facility has been capped at its utilized amount
       of CHF 1,055.0 million. The term tranche of the Cablecom facility is
       fully drawn.

     - NTL Communications Corp., a wholly-owned indirect subsidiary of the
       Company, did not pay cash interest on certain series of its notes that
       was due on April 1, 2002, April 15, 2002 and May 15, 2002. NTL
       Incorporated and NTL (Delaware), Inc. also did not pay cash interest and
       related fees on a series of their notes that was due on April 15, 2002.

     - In accordance with the proposed recapitalization plan, NTL does not plan
       to make future interest payments on its currently outstanding publicly
       traded notes except notes issued by NTL Triangle and, upon emergence from
       Chapter 11 proceedings, Diamond Holdings Limited.

     - As of May 8, 2002, the date of its Chapter 11 filing, NTL was in default
       of $95.4 million in interest in respect of $1,693.4 million in principal
       amount of its indebtedness.

 RECAPITALIZATION PLAN

     - On May 8, 2002, NTL Incorporated and a number of its subsidiaries,
       namely, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable
       Communications Limited, Diamond Holdings Limited and Communications Cable
       Funding Corp., filed a pre-arranged joint reorganization plan under
       Chapter 11 of the United States Bankruptcy Code.

     - Under the proposed reorganization plan, NTL will be split into two
       companies, one holding all of its UK and Ireland assets, and the other
       holding various continental European and other assets.

     - Holders of notes of NTL Incorporated, NTL (Delaware), Inc., NTL
       Communications Corp. and Diamond Cable Communications would receive 100%
       of the initial common stock of NTL UK and Ireland and approximately 86.5%
       of NTL Euroco.

     - Holders of notes of NTL (Delaware), Inc. would have the option to
       reinvest all or a portion of NTL (Delaware), Inc. cash in additional
       shares of common stock or to receive such cash in the recapitalization.

     - Common and preferred stockholders, including France Telecom, would
       participate in a package of rights (to be priced at a $10.5 billion
       enterprise value) and warrants entitling them to purchase primary common
       stock of NTL UK and Ireland. If fully exercised, those rights and
       warrants would entitle the current preferred stockholders to acquire
       approximately 23.6% and the current common stockholders to acquire
       approximately 8.9% of NTL UK and Ireland's common stock. Current
       preferred stockholders, other than France Telecom, would receive
       approximately 3.2% and current common stockholders, other than France
       Telecom, would receive approximately 10.3% of the primary equity of NTL
       Euroco.

     - Under the reorganization plan, NTL will convert approximately $10.9
       billion of debt to equity, thereby reducing NTL UK and Ireland's debt to
       approximately $5.8 billion (projected pro forma net debt as of September
       1, 2002 as per the amended disclosure statement filed on July 15, 2002)
       which will consist of mortgage notes, amounts owed under the UK credit
       facilities and Diamond Holdings and NTL Triangle notes and the projected
       exit facility.

                                        26
<PAGE>

     - Under the reorganization plan, NTL Europe's debt will consist of the
       Cablecom credit facility of CHF 1,055.0 million.

     - The Bankruptcy Court approved the proposed debtor in possession financing
       in the principal amount of $630 million in an order dated July 3, 2002.
       The DIP facility was entered into on July 15, 2002.

     - At a hearing on July 12, 2002, the Bankruptcy Court approved the
       Company's amended disclosure statement.

     - The confirmation hearing in respect of the Company's amended joint
       reorganization plan, filed with the Bankruptcy Court on July 15, 2002,
       has been scheduled for September 5, 2002.

LIQUIDITY AND CAPITAL RESOURCES

RECAPITALIZATION PROCESS AND ABILITY TO CONTINUE OPERATIONS

     On May 8, 2002, NTL Incorporated, NTL (Delaware), Inc., NTL Communications
Corp., Diamond Cable Communications Limited, Diamond Holdings Limited and
Communications Cable Funding Corp. filed a pre-arranged joint reorganization
plan under Chapter 11 of the United States Bankruptcy Code (referred to as the
proposed recapitalization plan). NTL's operating subsidiaries were not included
in the Chapter 11 filing. Toward the end of 2001, while the Company continued to
have sufficient liquidity to meet its near term obligations, it recognized the
negative impact of the collapsing European and U.S. telecommunications markets
on its ability to service its debt. Accordingly, the Company began to implement
a strategy to preserve and maximize its enterprise value. This strategy included
the implementation of cost-cutting measures and the commencement of discussions
with certain third parties regarding strategic alternatives for NTL's business.

     The Company historically incurred operating losses and negative operating
cash flow. In addition, the Company has required significant amounts of capital
to finance construction of its networks, connection of customers to the
networks, other capital expenditures and for working capital needs including
debt service requirements. The Company historically met these liquidity
requirements through cash flow from operations, amounts available under its
credit facilities, vendor financing and issuances of high-yield debt securities
and convertible debt securities in the capital markets and convertible preferred
stock and common stock to strategic investors. Both the equity and debt capital
markets have recently experienced periods of significant volatility,
particularly for securities issued by telecommunications and technology
companies. The ability of telecommunications companies to access those markets
as well as their ability to obtain financing provided by bank lenders and
equipment suppliers has become more restricted and financing costs have
increased. During some recent periods, the capital markets have been largely
unavailable to new issues of securities by telecommunications companies. The
Company's public equity is no longer trading on the New York Stock Exchange, and
its debt securities are trading at or near all time lows. These factors,
together with the Company's substantial leverage, means the Company does not
currently have access to its historic sources of capital.

     In addition, the Company's UK credit facilities are fully drawn. The
revolving tranche of the Cablecom credit facility has been capped at its
utilized amount of CHF 1,055.0 million although the availability may be
increased with the consent of the requisite majority of the lenders under that
facility. The term tranche of the Cablecom credit facility is fully drawn. NTL
Communications Corp., a wholly-owned indirect subsidiary of the Company, did not
pay cash interest on certain series of its notes that was due on April 1, 2002,
April 15, 2002 and May 15, 2002. NTL Incorporated and NTL (Delaware), Inc. also
did not pay cash interest and related fees on a series of their notes that was
due on April 15, 2002. In accordance with the proposed recapitalization plan,
NTL does not plan to make future interest payments on its outstanding publicly
traded notes except notes issued by NTL Triangle and, upon emergence from
Chapter 11 proceedings, Diamond Holdings Limited.

     As of March 31, 2002, the Company had approximately $622.7 million in cash,
cash equivalents and marketable securities on hand and, in April 2002, received
approximately $306 million net cash proceeds from the sale of its Australian
business. The Company may require additional cash in the twelve months from
April 1, 2002 to March 31, 2003. The Company expects to obtain a DIP Facility
(as described below) to meet the potential cash requirements of the Company and
its subsidiaries, excluding Cablecom. The Company also
                                        27
<PAGE>

expects that the DIP Facility will be replaced with an exit facility for NTL
Communications Corp. and its subsidiaries upon the completion of the
recapitalization process. The Company believes that cash, cash equivalents and
marketable securities on hand at March 31, 2002, the cash received from the sale
of NTL Australia and the cash expected to be available from the DIP Facility and
the exit facility will be sufficient for its and its subsidiaries cash
requirements during the twelve months from April 1, 2002 to March 31, 2003.

     Beginning in January 2002, NTL was contacted by an unofficial committee of
bondholders regarding the commencement of a comprehensive and consensual
restructuring process. NTL has been informed that the members of the unofficial
steering committee of bondholders own, in the aggregate, more than 50% of the
outstanding principal amount of NTL's notes. In connection with the
restructuring process, the steering committee of the unofficial committee of
bondholders retained advisors to facilitate the negotiations.

     On January 31, 2002, NTL announced that it had appointed Credit Suisse
First Boston, JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen its balance sheet and reduce debt
and put an appropriate capital structure in place for its business.
Subsequently, NTL evaluated various recapitalization alternatives, and met with
a number of strategic investors, to effect a comprehensive consensual
reorganization in a timely manner to minimize negative effects on its business
operations. Discussions with such strategic investors did not result in a
proposal which NTL's board of directors believed was comparable or superior to
the value provided to its stakeholders by the proposed plan of reorganization.

     Liberty Media Corporation, one of such potential strategic investors, which
is also a significant shareholder in Telewest plc, another British cable and
telephone company, has discussed various transactions with NTL from time to time
over the past several years. In March 2002, Liberty and NTL amended a previously
existing confidentiality agreement between them to cover the restructuring
process and to include a "standstill" agreement which prohibited various
acquisitions of, or offers, for NTL debt or equity securities by Liberty and its
subsidiaries until June 30, 2002.

     On April 17, 2002, Liberty sent a proposal to NTL's board of directors,
which proposed a cash tender offer for 30% of the outstanding bonds of NTL
Communications Corp. at a "small premium" to the prevailing market price and an
agreement to vote such acquired bonds in favor of the proposed plan of
reorganization, as well as a "participation" with NTL in a cash infusion of up
to $500 million into Cablecom. After consultation with NTL's board of directors
and the steering committee of bondholders on April 18, 2002, NTL indicated to
Liberty that it did not consider the Liberty proposal to be in the best
interests of NTL and that the best course of action for NTL to maximize its
enterprise value was to promptly consummate the proposed plan of reorganization.
Subsequent to April 18, 2002, Liberty has continued discussions with NTL with
respect to Cablecom.

     Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, NTL commenced negotiations with the steering
committee of the unofficial committee of bondholders and its legal and financial
advisors. The negotiations continued during the latter part of March and
throughout April 2002, and also included France Telecom. On April 16, 2002, the
Company announced that it had reached a comprehensive agreement in principle
with the committee (holding over 50% of the face value of NTL and its
subsidiaries' public bonds) and France Telecom, a significant holder of the
Company's preferred stock, on implementing a recapitalization plan. On May 2,
2002, a steering committee of the lending banks under the Company's credit
facilities gave their approval in principle (on a non-legally binding basis) to
the Company's proposed plan of reorganization.

     The reorganization plan, if implemented, will result in the cancellation of
all of NTL Incorporated's outstanding shares of common stock, preferred stock
and redeemable preferred stock, and the cancellation of all of the publicly held
notes of NTL Incorporated, NTL (Delaware), Inc. and NTL Communications Corp. and
the transfer of the publicly held notes of Diamond Cable Communications Limited
to NTL UK and Ireland. In addition, if the recapitalization plan is implemented
the Company will be discharged from its obligation to pay dividends accruing on
the canceled preferred stock and interest accruing on the canceled notes. The
reorganization plan contemplates that the UK bank debt will remain in place as
part of the recapitalization. NTL would be split into two companies, one
tentatively called NTL UK and Ireland, holding

                                        28
<PAGE>

its main UK and Ireland assets, and one tentatively called NTL Euroco, holding
certain of its continental European and other assets.

     To implement the proposed recapitalization, on May 8, 2002, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable
Communications Limited, Diamond Holdings Limited and Communications Cable
Funding Corp. filed cases and a pre-arranged joint reorganization plan under
Chapter 11 of the United States Bankruptcy Code. NTL's operating subsidiaries
were not included in the Chapter 11 filing.

     On June 21, 2002, the United States Trustee appointed an official
creditors' committee. The creditors' committee is comprised of the three
indenture trustees for the debt securities of the Company and the ten members of
the steering committee of the Company's bondholders. The members of the
creditors' committee are: The Bank of New York; Wilmington Trust Company; Wells
Fargo Bank Minnesota, National Association; Angelo Gordon & Co. LP; Capital
Research & Management Company; Franklin Mutual Advisers, LLC; Oaktree Capital
Management LLC; Salomon Brothers Asset Management; Appaloosa Management, LP;
Fidelity Management & Research Co.; MacKay Shields LLC; SAB Capital Management,
L.P.; and W.R. Huff Asset Management Co., LLC.

     On May 24, 2002, NTL and its debtor subsidiaries filed an amended joint
reorganization plan and disclosure statement. A copy of the amended joint
reorganization plan and the related disclosure statement are included as
exhibits to NTL Incorporated's Current Report on Form 8-K filed on May 24, 2002.

     The filing of the petitions seeking relief filed under Chapter 11
constituted an event of default under the indentures of each of the entities
which filed such Chapter 11 petitions and amounts outstanding under these
indentures became immediately due and payable. The Company's Chapter 11
petitions also constituted an event of default under the Company's UK credit
facilities and the Cablecom credit facility, allowing the lenders thereunder to
declare amounts outstanding to be immediately payable.

RECAPITALIZATION EXPENSE

     Recapitalization expense of $45.8 million in 2002 includes $8.8 million for
employee retention related to substantially all of our UK employees and $37.0
million for financial advisor, legal, accounting and consulting costs. We expect
to incur approximately $90.0 million in additional recapitalization costs until
we complete the process.

DIP FACILITY

     In connection with the proposed joint reorganization plan, certain members
of the official unsecured creditors' committee of bondholders committed to
provide up to $500 million of new debt financing to the Company and of its
subsidiaries during the Chapter 11 process. The new financing will ensure that
the Company's business operations have access to sufficient liquidity to
continue ordinary operations. GE Capital, an affiliate of GE Capital Structured
Finance Group Limited, one of the lenders under the Senior Credit Facility, and
Wilmington Trust Company, the trustee under the Indentures governing certain of
the NTL Inc. subordinated notes, filed objections to the DIP facility. The
Bankruptcy Court approved the DIP facility in the principal amount of $630
million (including a $130 million commitment from NTL (Delaware), Inc. and
$500.0 million from certain members of the creditors' committee) over such
objections in an order issued on July 3, 2002. On July 15, 2002, the various
lenders under the DIP facility and NTL (Delaware), Inc., entered into the DIP
facility agreement with Communications Cable Funding Corp., a subsidiary of NTL
Incorporated, to provide $630 million in financing to Communications Cable
Funding Corp.

     In connection with the commitment, NTL Incorporated and its debtor
subsidiaries were to pay a commitment fee to the bondholder DIP lenders equal to
2% of the $500 million commitment (i.e., $10 million). Accordingly, on May 6,
2002, and May 7, 2002, NTL delivered to its bank written instructions to pay by
wire transfer to each lender under the DIP facility such lender's pro rata
portion of the commitment fee. Due to administrative difficulties, however, some
of the lenders under the DIP facility did not receive their

                                        29
<PAGE>

pro rata portion of the commitment fee prior to the commencement of the Chapter
11 cases. In total, as of May 8, 2002, $428,000 of the $10 million commitment
fee had not been paid to the applicable lenders under the DIP facility. Pursuant
to an order of the court dated May 31, 2002, the remaining $428,000 of the
commitment fee was paid to the applicable lenders under the DIP facility.

     Each term loan under the DIP facility will bear interest on the unpaid
principal amount for three months from July 15, 2002 at the rate of 11% per
annum. With respect to each successive three month period following that date,
the rate per annum will increase incrementally by 1% over the immediately
preceding three month period but will not exceed 18% per annum for any three
month period.

     NTL (Delaware), Inc. is also a lender under the DIP facility and will lend
up to $130 million. NTL (Delaware), Inc. has cash on hand and, because the
Chapter 11 cases are not substantively consolidated, NTL Incorporated and its
debtor subsidiaries and the steering committee of bondholders have concluded
that the cash at NTL (Delaware), Inc. is to be used to partially fund the
reorganization of all of the debtors. NTL (Delaware), Inc. will receive interest
and is entitled to the same protections as the other bondholder DIP lenders.

     Under the DIP facility agreement, Communications Cable Funding is the
borrower, and all of the other debtors (other than Diamond Cable and Diamond
Holdings) are guarantors, except that NTL Communications Corp. is also a
co-obligor of the loans from NTL (Delaware), Inc.. Under the DIP facility
agreement, the cash (except for the DIP facility proceeds) of the borrower and
the guarantors will be cash collateral for the DIP facility and will not be used
or transferred for any purpose whatsoever without the consent of the bondholder
DIP lenders. All funding needs of the debtors will be funded through the
proceeds of the DIP facility, in accordance with a budget and the terms of the
DIP facility agreement.

     Under the DIP facility agreement, the loan structure contains three
tranches that rank equally with each other. All amounts owed under the DIP
facility agreement are required to be paid in full no later than the earlier of
(i) the consummation of the reorganization plan, (ii) December 1, 2002, and
(iii) the date on which all of the term loans become due and payable in full
under the DIP facility agreement, whether by acceleration or otherwise.

     A copy of the DIP facility agreement was attached as an exhibit to Form
8-K, filed by the Company with the Commission on July 19, 2002.

EXIT FACILITY

     The Company expects that the reorganized NTL and/or Communications Cable
Funding Corp. will enter into an exit financing facility. The exit financing or
any alternative financing would refinance (at least in part) the DIP Facility
and may be used as consideration for the refinancing of the note payable to NTL
(Delaware), Inc. from NTL (UK) Group Inc. Because of the present market
conditions which are unfavorable to telecommunications companies generally,
there can be no assurance that NTL will successfully obtain an acceptable exit
facility, although NTL is presently in discussions with various parties about
alternatives.

     The Company expects that the exit facility may be secured by various assets
of the reorganized NTL, including those which secure the DIP facility, would
rank senior to all current and future subordinated debt of the reorganized NTL.

     The Company also expects that the exit facility would impose operating and
financial restrictions on the reorganized NTL and its subsidiaries. These
restrictions would significantly limit or prohibit, among other things, the
reorganized NTL's ability and the ability of its subsidiaries to incur
additional indebtedness, pay dividends, or make distributions in respect of
capital stock, make other restricted payments, enter into sale and leaseback
transactions, create liens upon assets, enter into transactions with affiliates
or related persons, sell assets, or consolidate, merge, or sell all or
substantially all of their assets. The exit facility also likely would require
the reorganized NTL to satisfy financial covenants on an ongoing basis. The
Company cannot determine at this time whether these financial covenants would
have a material impact on the reorganized NTL's ability to finance future
operations or capital needs or to engage in other business activities.
                                        30
<PAGE>

     The terms, covenants, and conditions of an exit facility have not been
finalized and remain subject to negotiation and final documentation.

PROPOSED RECAPITALIZATION PLAN

     Under the proposed recapitalization plan, NTL would be split into two
companies, one tentatively called NTL UK and Ireland and holding substantially
all of NTL's UK and Ireland assets, and one tentatively called NTL Euroco and
holding substantially all of NTL's continental European and other assets.

     Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom), NTL Communications Corp. and
Diamond Cable Communications Limited would in the aggregate receive 100% of the
initial common stock of NTL UK and Ireland (excluding shares issuable in the
rights offerings and upon the exercise of warrants (discussed below) and upon
the exercise of options which will be granted to certain employees of NTL UK and
Ireland). Holders of notes of NTL Incorporated (other than France Telecom), NTL
(Delaware), Inc. (other than France Telecom) and NTL Communications Corp. would
in the aggregate receive (i) 100% of the preferred stock of NTL Euroco and (ii)
a certain amount of cash as specified in the amended joint reorganization plan.
Holders of the subordinated notes of NTL Incorporated (other than France
Telecom), NTL (Delaware), Inc. (other than France Telecom) and NTL
Communications Corp. would in the aggregate receive 86.5% of the initial common
stock of NTL Euroco (excluding shares issuable upon the exercise of options
which will be granted to certain employees of NTL Euroco). Holders of senior
notes of NTL Communications Corp. would receive the value of a specified number
of shares of common stock of NTL Euroco pursuant to the amended joint
reorganization plan. Notes of the Company's subsidiaries Diamond Holdings
Limited and NTL (Triangle) LLC would remain outstanding and interest payments
will be made.

     Current preferred and common stockholders of NTL Incorporated, including
France Telecom, would receive warrants to purchase common stock of NTL UK and
Ireland and rights (to be priced at a $10.5 billion enterprise value of NTL UK
and Ireland) entitling them to purchase common stock of NTL UK and Ireland. For
each share of common stock purchase upon exercise of rights, the person
exercising such rights will receive a warrant to purchase one share of common
stock of NTL UK and Ireland. The rights will be exercisable, on an
oversubscription basis, for the 20-business day period after the entry of the
confirmation order, as such period may be extended, and the warrants will be
exercisable for a period of eight years at an exercise price of $77.47 per
share. The number of shares to be received upon exercise of the warrants is
subject to customary adjustments for stock splits, stock recapitalizations and
distributions of property (other than cash) to holders of NTL UK and Ireland
Common Stock. If fully exercised, the rights and warrants would entitle the
current preferred stockholders of NTL Incorporated to acquire approximately
23.6% and the current common stockholders of NTL Incorporated to acquire
approximately 8.9% of NTL UK and Ireland's primary common stock on the effective
date of the recapitalization. Holders of the subordinated notes of NTL
Incorporated (other than France Telecom), NTL (Delaware), Inc. (other than
France Telecom), and NTL Communications Corp. would have the right to purchase
any shares of NTL UK and Ireland common stock and warrants not subscribed for in
the rights offering by the preferred and common stockholders of NTL
Incorporated. It is expected that the warrants will be listed or quoted on the
same exchange or inter-dealer quotation system as the shares of common stock of
the reorganized NTL.

     Current preferred stockholders, other than France Telecom, would receive
approximately 3.2% and current common stockholders, other than France Telecom,
would receive approximately 10.3% of the primary equity of NTL Euroco. It is
contemplated that, subject to the consummation of the recapitalization, France
Telecom would also receive NTL Incorporated's 27% interest in Noos, pursuant to
a pledge of such interest to France Telecom given at the time of its
acquisition.

     During the recapitalization process, the Company has maintained normal and
regular trade terms with its suppliers and customers. There can be no assurance
that the Company's suppliers will continue to provide normal trade credit or
credit on acceptable terms, if at all, or that customers will continue to do
business or enter into new business with the Company. See also "Risk Factors"
for a summary of risks related to the Company's business in general and the
recapitalization process in particular.

                                        31
<PAGE>

     Section 1129 of the United States Bankruptcy Code requires, among other
things, a showing that confirmation of the proposed recapitalization plan will
not be followed by liquidation or the need for further financial reorganization
of NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond
Cable Communications Limited or Diamond Holdings Limited, and that the value of
distributions to dissenting holders of claims and interests may not be less than
the value such holders would receive in a liquidation under Chapter 7 of the
United States Bankruptcy Code. Although the Company believes that the proposed
recapitalization plan will meet these tests, there can be no assurance that the
Bankruptcy Court will reach the same conclusion.

     The United States Bankruptcy Code also requires that a plan must provide
the same treatment for each claim or interest in a particular class, unless a
holder agrees to a less favorable treatment of its particular claim or interest.
The Company believes that the proposed recapitalization plan complies with this
requirement of the United States Bankruptcy Code. However, if a member of a
class objects to its treatment, or if the Bankruptcy Court finds that the
proposed recapitalization plan does not comply with the requirements of the
United States Bankruptcy Code, confirmation of the plan could be delayed or
prevented. In addition, each class of impaired claims and interests that will
(or may) be entitled to receive property under the plan will have the
opportunity to vote to accept or reject the plan. If an impaired class of claims
or interests rejects the plan, the Company may request confirmation of the plan
pursuant to the "cramdown" provisions of the United States Bankruptcy Code. Even
if the requirements for "cramdown" are met, the Bankruptcy Court, which, as a
court of equity may exercise substantial discretion, may choose not to confirm
the plan.

BANK WAIVERS

     Before the Company could commence negotiations with the unofficial
committee of bondholders, it was necessary to obtain waivers from the lenders
under the Company's credit facilities. Effective March 8, 2002, these lenders
granted waivers which, until March 29, 2002, provided that the commencement of
negotiations with bondholders with a view to rescheduling its debt would not
constitute an event of default under the credit facilities. Such initial waivers
did not permit NTL to make to any of its bondholders an exchange or similar
offer for NTL's outstanding public notes or to enter into a legally binding
agreement with the unofficial steering committee of bondholders, subject to some
exceptions, without the consent of the lenders under the credit facilities. But
for the initial waivers, the commencement of negotiations with bondholders would
have been an event of default under the credit facilities.

     Effective March 28, 2002, the lenders under the credit facilities agreed to
amend the initial waivers. The amendments to the initial waivers extended the
duration of the initial waivers to April 29, 2002 in the case of the UK credit
facilities or May 14, 2002 in the case of the Cablecom credit facility, unless
the interest payments missed by NTL Communications Corp. on April 1, 2002 were
remedied or a sufficient number of bondholders agreed to forbear in respect of
such non-payment, in which case, the UK credit facilities waivers were to be
extended to May 14, 2002. As a condition to the amendment to the initial
waivers, the UK lenders required NTL (Delaware), Inc. to loan L90 million to NTL
(UK) Group, Inc. following receipt of the proceeds from the sale of NTL
Australia. Such loan was actually made (with the approval of the lenders under
the UK credit facilities) to NTL (UK) Group, Inc. and then on-lent to certain
subsidiaries of NTL (UK) Group, Inc. This loan, which was made on April 5, 2002,
is structurally senior to the outstanding public notes issued by NTL
Communications Corp. and contractually senior to intra-group debt owed by NTL
(UK) Group, Inc. to NTL Communications Corp. but contractually subordinated to
the UK credit facilities. In connection with the amendments to the waivers, NTL
affirmed the provisions of the initial waivers and agreed, among other things,
not to commence voluntary dissolution proceedings, including proceedings under
Chapter 11 of the United States Bankruptcy Code, without the consent of these
lenders.

     As of the date of this Form 10-Q/A, there are no current waivers from the
Company's secured lenders and NTL is therefore in default under its UK credit
facilities and the Cablecom credit facility. In connection with the proposed
recapitalization plan, it is intended that the existing events of default under
the credit facilities will be cured by amendment with effect from the effective
date of the recapitalization, if it is approved by creditors and the bankruptcy
court. On May 2, 2002, a memorandum was executed by the Company, a steering
committee of its lending banks and the unofficial committee of its public
bondholders
                                        32
<PAGE>

indicating the parties' agreement in principle (on a non-legally binding basis)
to the terms of the proposed recapitalization and the terms on which the
Company's UK credit facilities should be amended and restated and with respect
to certain matters relating to the sale of, or investment in, Cablecom.

     Cablecom GmbH, an indirect wholly-owned subsidiary of NTL (Delaware), Inc.,
is the principal trading company of NTL's Swiss group. There were a number of
technical defaults under the Swiss credit facility made available to Cablecom
and various of its subsidiaries. In addition, as of December 31, 2001,
Cablecom's and six of its direct and indirect subsidiaries' liabilities exceeded
their respective assets. As a consequence, under Swiss law, those entities were
deemed to be "overindebted". This also constituted an event of default under the
Cablecom credit facility, which entitled the lenders to accelerate repayment.
Such an acceleration would have resulted in an event of default under NTL
Incorporated's and NTL (Delaware), Inc.'s 5.75% convertible subordinated notes
due 2011 and 5.75% convertible subordinated notes due 2009.

     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.

     The problem of overindebtedness was resolved on June 26 and June 27, 2002
in certain of the overindebted subsidiaries 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.

     At the end of April 2002 the defaults existing at that time were remedied
or were waived by the restatement of the credit agreement and the grant of a
waiver letter. However, conditions subsequent such as the grant of new security
and the deposit of share certificates relating to minority shareholdings pledged
to the banks were imposed by these documents and other new finance documents
executed pursuant to the restatement.

     Since the end of April 2002 the following defaults have occurred under the
Cablecom finance documents: (1) The indentures issued by NTL (Delaware), Inc.
and NTL Incorporated have become payable and have not been paid; (2) NTL
(Delaware), Inc. has commenced negotiations with its creditors with a view to
the general rescheduling of its indebtedness and has commenced proceedings under
Chapter 11 of the US Bankruptcy Code pursuant to which it intends to reorganize
its debt; (3) NTL (Delaware), Inc. has liabilities which exceed the value of its
assets and is unable to pay its debts as they fall due; (4) Cablecom was unable
to satisfy the conditions to allow it to rollover revolving advances maturing in
early July 2002. The revolving advances remained unpaid for several days until
Cablecom was able to obtain the consent of the banks to waive the conditions to
their rollover; (5) Certain of the conditions subsequent imposed by the restated
credit agreement, the waiver letter and other finance documents executed
pursuant to the restated credit agreement have yet to be fulfilled.

     The outstanding defaults under the Cablecom finance documents entitle the
facility agent to demand repayment of the loan and enforce the security granted
to secure that loan. The facility agent has a discretion to take those steps and
can be compelled to take those steps by a group of banks holding at least
66 2/3% in aggregate of the loan.

INTEREST PAYMENTS ON PUBLIC NOTES

     The Company and its subsidiaries have substantial interest payment
obligations under their existing indebtedness. NTL Communications Corp. did not
make scheduled interest payments due April 1, 2002, in the aggregate amount of
$74.2 million, in respect of its 9 1/2% notes due 2008, 11 1/2% notes due 2008
and 11 7/8% notes due 2010. NTL Communications Corp. also did not make interest
payments falling due on April 15, 2002, totaling $17.7 million, in respect of
the 12 3/4% Senior Deferred Coupon Notes due 2005 and NTL Incorporated and NTL
(Delaware), Inc. did not make interest payments and payment of related fees
falling

                                        33
<PAGE>

due on April 15, 2002, totaling $2.5 million, in respect of their 5 3/4%
Convertible Subordinated Notes due 2011. In addition, NTL Communications Corp.
did not make the scheduled interest payments due May 15, 2002 in the aggregate
amount of $65.0 million, in respect of its 9 1/4% notes due 2006, 6 3/4% notes
due 2008 and 9 7/8% notes due 2009. Interest payments of $18.9 million were
made, when due, on April 2, 2002 in respect of Diamond Cable Communications
13.25% senior discount notes due 2004. In accordance with the proposed
recapitalization plan, NTL does not plan to make future interest payments on its
outstanding publicly traded notes except notes issued by NTL Triangle and, upon
emergence from Chapter 11 proceedings, Diamond Holdings Limited.

     If the applicable issuer does not pay interest on these notes after a 30
day grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. An event of
default entitles the trustee under the indenture or the holders of 25% of the
outstanding notes to declare the principal amount of those notes to be
immediately due and payable. Even if the maturity of those notes is not
accelerated after the 30 day grace period, such an event of default would also
result in an event of default in respect of other debt (commonly called cross
defaults) under most of our other notes. Therefore, there was an event of
default for failure to pay interest on May 1, 2002 under the indentures relating
to the missed interest payments due April 1, 2002 and on May 16, 2002, under the
indentures relating to the missed interest payments due April 15, 2002. As a
result, cross defaults occurred under the Company's other indentures at NTL
Communications Corp., NTL (Delaware), Inc., NTL Incorporated and under our UK
credit facilities and under the Cablecom credit facility. This gave holders of
the outstanding series of debt at these entities the right to accelerate
repayment of those debts by declaring the principal amount of the debts to be
immediately due and payable. As a result of the payment defaults as well as the
Company's voluntary filing under Chapter 11 of the United States Bankruptcy Code
on May 8, 2002, there is an event of default under all of our credit facilities
and the indentures governing all of our publicly traded debt, other than debt of
NTL Triangle. As a result of the Chapter 11 filings, all of our publicly traded
debt, other than the debt of NTL Triangle, became immediately due and payable,
pursuant to the terms of the indentures governing such debt. The automatic stay
of Section 362 of the United States Bankruptcy Code prevents the holders of such
debt from seeking to enforce their collection rights under the indentures,
except within the context of the Chapter 11 cases, and even then only with the
prior approval of the bankruptcy court. However, NTL has received letters from
the agents for the lenders under the UK credit facilities reserving such
lenders' rights to accelerate repayment of the facilities and to enforce the
security granted in respect of the facilities on account of the defaults
thereunder, actions which would not be prohibited by the automatic stay.

INABILITY TO PAY DIVIDENDS ON OR REDEEM PREFERRED STOCK

     The Company failed to declare or pay dividends due February 15, 2002 on its
13% Senior Redeemable Exchangeable Preferred Stock in the amount of $6.0
million. In addition, on May 15, 2002, the Company failed to declare or pay
dividends on its 13% Senior Redeemable Exchangeable Preferred Stock in the
amount of $6.2 million. The Company did not pay dividends on its 5% cumulative
participating convertible preferred stock held by France Telecom on December 31,
2001 of $37.0 million and March 31, 2002 of $37.5 million, or on its cumulative
convertible preferred stock held by France Telecom and a group of commercial
banks on December 31, 2001 of $24.9 million and March 26, 2002 of $24.1 million.
Historically, payment of dividends has been made in additional shares of
preferred stock in the case of the 13% preferred stock, the 5% cumulative
participating preferred stock and the cumulative convertible preferred stock.
The Company did not pay these dividends due to a lack of available surplus under
Delaware law. Under Delaware law, the Company cannot declare or pay dividends on
or redeem its capital stock, including its preferred stock, unless it has
available surplus.

     Pursuant to the terms of the 13% preferred stock, the unpaid dividends will
continue to accrue without interest until declared and paid. Pursuant to the
terms of the 5% cumulative convertible preferred stock and the cumulative
convertible preferred stock, the unpaid dividends will continue to accrue
without interest until declared and paid, together with an additional cash
dividend on the amount so unpaid at a rate of 2% per quarter for as long as the
dividends remain unpaid. The failure to declare these dividends is not a default
under any of the Company's existing agreements. With respect to the 13%
preferred stock and 5% cumulative

                                        34
<PAGE>

convertible preferred stock, if dividends remain unpaid for six quarters, the
holders of each such series shall have the right to vote separately as a class
on all matters voted on by NTL Incorporated shareholders and shall have the
right, along with other holders of preferred stock with similar default voting
rights, to elect two additional directors to the Company's board.

     In addition, the lack of available surplus meant that the Company was not
able to redeem its Variable Coupon Redeemable Preferred Stock, Series A, which
is referred to as the Noos One Year Preferred, held by France Telecom, when it
became mandatorily redeemable on May 18, 2002. Because the Company failed to
redeem the Noos One Year Preferred on May 18, 2002, pursuant to the certificate
of designation governing the Noos One Year Preferred, the holders of such
preferred stock have the right, along with other holders of preferred stock with
similar default voting rights, to elect two additional directors to the
Company's board and shall have the right to vote separately as a class, on all
matters brought to NTL Incorporated shareholders.

     At the time of issuance of the Noos One Year Preferred, the Company pledged
its shares of Noos to France Telecom to secure the mandatory redemption
obligation under the Noos One Year Preferred and the 6.5% Redeemable Preferred
Stock. As part of the amended joint reorganization plan (if implemented) and
pursuant to this pledge, the Company will transfer its 27% interest in Noos to
France Telecom.

CREDIT RATING DOWNGRADES

     On April 3, 2002, credit rating agency Standard & Poor's lowered the
long-term corporate credit rating on some of NTL's public debt to D from CCC-,
citing the Company's failure to make a bond interest payment due on April 1,
2002.

DELISTING OF NTL INCORPORATED COMMON STOCK

     On March 28, 2002, the New York Stock Exchange ("NYSE") announced that it
was suspending NTL's common stock from trading on the NYSE. This determination
was based upon, among other things, the selling price of NTL's common stock,
which closed at $0.20 on March 26, 2002. The continued listing standards of the
NYSE, which were applicable to NTL, required maintenance of a minimum share
price of $1.00 over a 30 trading day period and average global market
capitalization of $100 million over a 30 trading day period. NTL's common stock
fell below both of these continued listing standards. In addition, on May 9,
2002, Nasdaq Europe halted trading of the NTL's common stock pending receipt of
information relating to the restructuring process because of the filing of NTL's
Chapter 11 cases. NTL has complied with this information request, although there
can be no assurance that Nasdaq Europe will (1) not make additional information
requests, (2) remove the trading halt on shares of NTL's common stock or (3) not
delist shares of NTL's common stock. NTL's common stock is currently quoted on
the Over the Counter Bulletin Board under the symbol "NTLD".

SALE OF NTL AUSTRALIA

     On April 2, 2002, the Company announced that it had completed the
previously announced sale of its Australian broadcast business to Macquarie
Communications Infrastructure Holding Pty Limited for A$850 million (US$448
million) in an all cash transaction. The net proceeds from the sale were
approximately A$581 million (US$306 million). At that time, the business' bank
debt outstanding totaled A$227 million (US$120 million).

     On April 5, 2002, NTL (Delaware), Inc. loaned L90 million to NTL (UK) Group
Inc., which loan was funded by the proceeds of the sale of NTL Australia. This
loan is subordinated to the Company's UK credit facilities. The remaining
proceeds of the sale of NTL Australia remain at NTL (Delaware), Inc., and the
proposed plan of reorganization anticipates that such proceeds will form a
portion of the consideration to be offered to bondholders of NTL (Delaware),
Inc. and NTL Incorporated in satisfaction of their claims against those
companies.

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<PAGE>

POTENTIAL SALE OF, OR OUTSIDE INVESTMENT IN, CABLECOM

     It has been agreed to engage UBS Warburg LLC by August 31, 2002 to advise
in connection with an outside investment in, or sale of all or part of,
Cablecom. As part of this process, NTL (Delaware), Inc. and certain of its
subsidiaries have agreed to approve any such outside investment or sale, which
is acceptable to the lenders under the Cablecom credit facility.

     It has also been agreed that if such a sale of all or part of Cablecom 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 other expenses and taxes of the sale. There can be
no assurance that any outside investment in, or sale of all or part of, Cablecom
pursuant to the Cablecom credit facility will be on terms that are favorable to
NTL and such investment or sale could have a material adverse effect on NTL's
finances and business.

     In particular, in the current environment, NTL's shareholding in Cablecom
may have little or no value, which may result in NTL receiving little or no
consideration for its equity interest in Cablecom.

     Further, if a third party makes an investment in Cablecom there can be no
assurance that NTL will be able to maintain its ability to direct the management
of Cablecom.

INVESTMENTS IN AND LOANS TO AFFILIATES

     On April 15, 2002, a funding request for $20 million was received by NTL
under the terms of the investment agreement relating to NTL's investment in B2.
NTL has informed B2 and the other principal investors that it is not in a
position to comply with this request at this time. The B2 investment agreement
provides that if NTL fails to provide such funding, it may be sued for
non-payment and arguably could lose certain rights under the B2 shareholders'
arrangements. Pursuant to the applicable documents, if this occurs the majority
remaining shareholders may also elect to terminate the shareholder arrangements
with respect to NTL and exercise a contractual right to acquire on a pro rata
basis NTL's interest in B2 at 25% of fair market value. If the remaining
shareholders elected to exercise these rights, NTL could be forced to sell its
stake in B2 at a loss. On June 25, 2002, B2 and its remaining shareholders filed
a motion in the Bankruptcy Court requesting relief from the automatic stay
provisions of section 362 of the Bankruptcy Code to exercise their rights under
the relevant agreements. Notwithstanding the arguments raised in the motion, NTL
believes that the Bankruptcy Code provides various defenses and protections of
and for NTL's rights under the B2 investment agreement and in respect of its
equity interest in B2 and intends to enforce vigorously its rights and
protections.

     Premium TV Limited, a wholly-owned subsidiary of NTL (Delaware), Inc., is
obliged to provide funding of up to approximately L62.0 million ($88.3 million)
to fund various of its joint venture interests. Of this amount, the payment of
approximately L50.0 million ($71.2 million) has been guaranteed by NTL
(Delaware), Inc. 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),
Inc., may be sued for non-payment. As a result of the recapitalization process,
the relevant joint venture partners may assert that they can 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 acceptable to Premium TV Limited, Premium TV Limited may seek to
discontinue these joint ventures and terminate their activities, which may also
result in a cessation of substantially all of Premium TV Limited's activities.
As a result of the restructuring process, the relevant joint venture partners
may assert that they can compulsorily acquire Premium TV Limited's interest in
the relevant joint venture at a third party appraisal valuation. NTL believes,
however, that it has various defenses and protections under the Bankruptcy Code
against such actions and intends to enforce vigorously its rights and
protections.

                                        36
<PAGE>

RELATIONSHIPS WITH SUPPLIERS

     The uncertainty over the Company's financial condition may adversely affect
its relationships with its suppliers. If the Company's suppliers become
increasingly concerned about its financial condition, they may demand quicker
payment terms or not extend normal trade credit, both of which could further
adversely affect its results of operations, financial condition and cash flows.

DESCRIPTION OF OUTSTANDING NOTES, CREDIT FACILITIES AND REDEEMABLE PREFERRED
STOCK

     The following summarizes the terms of the significant notes, credit
facilities and redeemable preferred stock issued by the Company and its
subsidiaries as of March 31, 2002, excluding the NTL Australia bank credit
facility due to the sale of NTL Australia on April 2, 2002. The holders of the
debt have the right to accelerate repayment, or may have such right, which has
caused all of the Company's long-term debt to be classified as current. The
automatic stay of Section 362 of the U.S. Bankruptcy Code prevents the holders
of such debt from seeking to enforce their collection rights under the
indentures, except within the context of the Chapter 11 cases, and even then
only with the prior approval of the bankruptcy court. However, NTL has received
letters from the agents for the lenders under the UK credit facilities reserving
such lenders' rights to accelerate repayment of the facilities and to enforce
the security granted in respect of the facilities on account of the defaults
thereunder, actions which would not be prohibited by the automatic stay.

  NTL INCORPORATED:

 (1) Senior Redeemable Exchangeable Preferred Stock due February 15, 2009,
     liquidation preference of $192.9 million, dividends accrue at 13% per annum
     payable quarterly in arrears, at the Company's option, until February 15,
     2004, dividends may be paid in cash, by the issuance of additional shares
     or in any combination of the foregoing, redeemable at the Company's option
     on or after February 15, 2002, and, on any dividend payment date, the
     Company may exchange all of the outstanding shares for 13% debentures due
     2009;

 (2) Convertible Preferred Stock due March 27, 2009, liquidation preference of
     $2,063.5 million, dividends are payable quarterly in arrears in additional
     shares, at the following quarterly dividend rates: (i) from September 12,
     2001 through March 26, 2002, $13.44 per share, (ii) from March 27, 2002
     through March 26, 2003, $21.23 per share, and (iii) from March 27, 2003
     through March 26, 2004, $26.61 per share; once the "Convertibility Date"
     (which may be March 27, 2003 or March 27, 2004) is set, the quarterly
     dividend rate resets to $16.12 per share and the Convertible Preferred
     Stock becomes eligible for conversion into shares of the Company's common
     stock beginning on such Convertibility Date, at which time the conversion
     price is set at 125% of the immediately preceding 25 trading day volume-
     weighted average price of the Company's common stock, subject to the
     Company's election to delay convertibility or redeem all issued and
     outstanding shares of Convertible Preferred Stock. Holders of Convertible
     Preferred Stock other than any commercial bank or their affiliates may at
     any time elect, subject to some conditions, to exchange their Convertible
     Preferred Stock for up to a 50% interest in an entity holding our Swiss
     operations;

 (3) Variable Coupon Redeemable Preferred Stock, liquidation preference of
     $498.8 million, dividends are payable quarterly at the Company's option in
     cash or additional shares of Variable Coupon Redeemable Preferred Stock,
     quarterly dividend rate based on the EURIBOR Rate plus 2.5%, quarterly
     dividend rate of 5.78% at March 31, 2002, mandatory redemption in cash on
     May 18, 2002. The Company's 27% interest in Noos is pledged to France
     Telecom to secure the mandatory redemption obligation under its Variable
     Coupon Redeemable Preferred Stock and its 6.5% Fixed Coupon Redeemable
     Preferred Stock;

 (4) 6.5% Fixed Coupon Redeemable Preferred Stock, liquidation preference of
     $129.0 million, dividends are cumulative and are payable in cash upon
     redemption, mandatory redemption in cash on May 18, 2007;

 (5) 5 3/4% Convertible Subordinated Notes due June 22, 2011, principal amount
     at maturity of $100.0 million, interest of 5 3/4% per annum is payable
     quarterly from October 15, 2001, redeemable at the option of the Company on
     or after December 22, 2007, convertible into shares of the Company's common
     stock at a conversion price of $35.00 per share, subject to adjustment
     based on the Company's stock price and adjustment to the conversion price
     of some series of our preferred stock;

                                        37
<PAGE>

  NTL (DELAWARE), INC.:

 (6) 5 3/4% Convertible Subordinated Notes due December 15, 2009, principal
     amount at maturity of $1,200.0 million, interest payable semiannually from
     June 15, 2000, redeemable at the Company's option on or after December 18,
     2002, convertible into shares of the Company's stock at a conversion price
     of $108.18 per share;

  NTLCL:

 (7) Working Capital Facility, originally for L1,300.0 million ($1,852.5
     million); following the issuance of new debt beginning in October 2000, the
     commitment has been reduced by L882.5 million ($1,257.6 million), of which
     L408.3 million ($581.8 million) was outstanding as of March 31, 2002.
     Interest payable at least every six months at LIBOR plus a margin rate of
     6.00% per annum, which is subject to adjustment; effective interest rate of
     10.15% at March 31, 2002; the unused portion of the commitment is subject
     to a commitment fee of 0.75% payable quarterly; principal is due in full on
     March 31, 2006; no undrawn amounts are available under this agreement;

 (8) Senior Credit Facility, of which L2,784.8 million ($3,968.4 million) was
     outstanding as of March 31, 2002; originally for L2,500.0 million ($3,562.5
     million), dated May 30, 2000; interest payable at least every six months at
     LIBOR plus a margin rate of 2.00% per annum, which is subject to
     adjustment; effective interest rate of 6.16% at March 31, 2002; the unused
     portion of the commitment is subject to a commitment fee of 0.75% payable
     quarterly, which is reduced to 0.50% when over 50% of the commitment is
     utilized; principal is due in six quarterly installments beginning on June
     30, 2004; as amended and restated pursuant to a Restatement Amendment
     Agreement dated September 26, 2001 which, inter alia, amended such Senior
     Credit Facility to make available a L200.0 million ($285.0 million) Term
     Facility (interest payable on such Term Facility at least every six months
     at LIBOR plus a margin rate of 3.50% per annum, effective interest rate of
     7.66% at March 31, 2002, principal is due in eight quarterly installments
     beginning on June 30, 2006) and increase the availability of funds under
     the Senior Credit Facility by L84.8 million ($120.9 million);

  CABLECOM:

 (9) Term Loan Facility, of which CHF 2,700.0 million ($1,605.2 million) was
     outstanding as of March 31, 2002, interest payable at least every six
     months at Swiss LIBOR plus a margin rate of 2.5% per annum, which is
     subject to adjustment, effective interest rate of 4.30% at March 31, 2002,
     principal is due on April 30, 2003;

(10) Revolving Facility of CHF 1,400.0 million ($832.2 million), of which CHF
     875.0 million ($520.2 million) was outstanding as of March 31, 2002, an
     additional CHF 180.0 million ($107.0 million) was borrowed in May 2002,
     interest payable at least every six months at Swiss LIBOR plus a margin
     rate of 2.50% per annum, which is subject to adjustment, effective interest
     rate of 4.25% at March 31, 2002, the unused portion of the commitment is
     subject to a commitment fee of 0.75% payable quarterly, which is reduced to
     0.50% when over 50% of the commitment is utilized, principal is due on
     April 30, 2003; the amount available has been capped at the CHF 1,055.0
     million outstanding although the availability may be increased with the
     consent of the requisite majority of the lenders;

  NTL COMMUNICATIONS CORP.:

(11) 12 3/4% Senior Deferred Coupon Notes due April 15, 2005, principal amount
     at maturity of $277.8 million, interest payable semiannually from October
     15, 2000, redeemable at the Company's option on or after April 15, 2000;

(12) 11 1/2% Senior Deferred Coupon Notes due February 1, 2006, principal amount
     at maturity of $1,050.0 million, interest payable semiannually from August
     1, 2001, redeemable at the Company's option on or after February 1, 2001;

                                        38
<PAGE>

(13) 10% Senior Notes due February 15, 2007, principal amount at maturity of
     $400.0 million, interest payable semiannually from August 15, 1997,
     redeemable at the Company's option on or after February 15, 2002;

(14) 9 1/2% Senior Sterling Notes due April 1, 2008, principal amount at
     maturity of L125.0 million ($178.1 million), interest payable semiannually
     from October 1, 1998, redeemable at the Company's option on or after April
     1, 2003;

(15) 10 3/4% Senior Deferred Coupon Sterling Notes due April 1, 2008, principal
     amount at maturity of L300.0 million ($427.5 million), interest payable
     semiannually beginning on October 1, 2003, redeemable at the Company's
     option on or after April 1, 2003;

(16) 9 3/4% Senior Deferred Coupon Notes due April 1, 2008, principal amount at
     maturity of $1,300.0 million, interest payable semiannually beginning on
     October 1, 2003, redeemable at the Company's option on or after April 1,
     2003;

(17) 9 3/4% Senior Deferred Coupon Sterling Notes due April 15, 2009, principal
     amount at maturity of L330.0 million ($470.3 million), interest payable
     semiannually beginning on October 15, 2004, redeemable at the Company's
     option on or after April 15, 2004;

(18) 11 1/2% Senior Notes due October 1, 2008, principal amount at maturity of
     $625.0 million, interest payable semiannually from April 1, 1999,
     redeemable at the Company's option on or after October 1, 2003;

(19) 12 3/8% Senior Deferred Coupon Notes due October 1, 2008, principal amount
     at maturity of $450.0 million, interest payable semiannually beginning on
     April 1, 2004, redeemable at the Company's option on or after October 1,
     2003;

(20) 7% Convertible Subordinated Notes due December 15, 2008, principal amount
     at maturity of $489.8 million, interest payable semiannually from June 15,
     1999, convertible into shares of the Company's common stock at a conversion
     price of $39.20 per share, redeemable at the Company's option on or after
     December 15, 2001;

(21) 9 1/4% Senior Euro Notes due November 15, 2006, principal amount at
     maturity of E 250.0 million ($217.9 million), interest payable semiannually
     from May 15, 2000;

(22) 9 7/8% Senior Euro Notes due November 15, 2009, principal amount at
     maturity of E 350.0 million ($305.1 million), interest payable semiannually
     from May 15, 2000, redeemable at the Company's option on or after November
     15, 2004;

(23) 11 1/2% Senior Deferred Coupon Euro Notes due November 15, 2009, principal
     amount at maturity of E 210.0 million ($183.1 million), interest payable
     semiannually beginning on May 15, 2005, redeemable at the Company's option
     on or after November 15, 2004;

(24) 11 7/8% Senior Notes due October 1, 2010, principal amount at maturity of
     $500.0 million, interest payable semiannually from April 1, 2001,
     redeemable at the Company's option on or after October 1, 2005;

(25) 12 3/8% Senior Euro Notes due February 1, 2008; principal amount at
     maturity of E 300.0 million ($261.5 million), interest payable semiannually
     from August 1, 2001;

(26) 6 3/4% Convertible Senior Notes due May 15, 2008, principal amount at
     maturity of $1,150.0 million, interest payable semiannually from November
     15, 2001, convertible into shares of the Company's common stock at a
     conversion price of $32.728 per share, redeemable at the Company's option
     on or after May 21, 2004;

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<PAGE>

  NTL TRIANGLE:

(27) 11.2% Senior Discount Debentures due November 15, 2007, principal amount at
     maturity of $517.3 million, interest payable semiannually from May 15,
     2001, redeemable at NTL Triangle's option after November 15, 2000;

  DIAMOND:

(28) 13 1/4% Senior Discount Notes due September 30, 2004, principal amount at
     maturity of $285.1 million, interest payable semiannually from March 31,
     2000, redeemable at Diamond's option after September 30, 1999;

(29) 11 3/4% Senior Discount Notes due December 15, 2005, principal amount at
     maturity of $531.0 million, interest payable semiannually from June 15,
     2001, redeemable at Diamond's option on or after December 15, 2000;

(30) 10 3/4% Senior Discount Notes due February 15, 2007, principal amount at
     maturity of $420.5 million, interest payable semiannually beginning on
     August 15, 2002, redeemable at Diamond's option on or after December 15,
     2002;

(31) 10% Senior Sterling Notes due February 1, 2008, issued by Diamond Holdings
     plc, a wholly-owned subsidiary of Diamond, principal amount at maturity of
     L135.0 million ($192.4 million), interest payable semiannually from August
     1, 1998, redeemable at Diamond's option on or after February 1, 2003; and

(32) 9 1/8% Senior Notes due February 1, 2008, issued by Diamond Holdings plc,
     principal amount at maturity of $110.0 million, interest payable
     semiannually from August 1, 1998, redeemable at Diamond's option on or
     after February 1, 2003.

DEFAULTS UNDER INDEBTEDNESS

     Set forth below is a description of defaults, as well as whether such
defaults have led to an event of default or acceleration of indebtedness, with
respect to our preferred stock, our bank facilities and our outstanding notes,
each as of May 8, 2002, the date of the Chapter 11 filings of NTL Incorporated
and its debtor subsidiaries. As a consequence of the Chapter 11 filings on May
8, 2002, all amounts outstanding under the indentures governing the high yield
and convertible debt of the entities having commenced Chapter 11 cases
automatically became immediately due and payable. However, the automatic stay of
Section 362 of the U.S. Bankruptcy Code serves to prevent the holders of such
debt from seeking to enforce their collection rights under the indentures,
except within the context of the Chapter 11 cases, and even then only with the
prior approval of the bankruptcy court.

                                        40
<PAGE>

PREFERRED STOCK

<Table>
<Caption>
                                     LIQUIDATION                                   EVENT OF DEFAULT/
                                  PREFERENCE (AS OF                               ACCELERATION (AS OF
                                   MARCH 31, 2002)   DEFAULT (AS OF MAY 8, 2002)     MAY 8, 2002)
                                  -----------------  ---------------------------  -------------------
<S>  <C>                          <C>                <C>                          <C>
NTL INCORPORATED
1.   Senior Redeemable            $192.9 million     Failure to pay $6.0 million         n.a.
     Exchangeable Preferred                          of dividends payable
     Stock due February 15, 2009                     February 15, 2002
2.   5% Cumulative Preferred      $3,038.2 million   Failure to pay $24.9                n.a.
     Stock                                           million of dividends
                                                     payable December 31, 2001
                                                     and $24.1 million of
                                                     dividends payable March 26,
                                                     2002
3.   5% Convertible Preferred     $2,063.5 million   Failure to pay $37.0                n.a.
     Stock due March 27, 2009                        million of dividends
                                                     payable December 31, 2001
                                                     and $37.5 million of
                                                     dividends payable March 31,
                                                     2002
4.   Variable Coupon Redeemable   $498.8 million     None                                n.a.
     Preferred Stock
5.   6.5% Fixed Coupon            $129.0 million     None                                n.a.
     Redeemable Preferred Stock
</Table>

CREDIT FACILITIES

<Table>
<Caption>
                           AMOUNT AVAILABLE/                                        EVENT OF DEFAULT/
                           AMOUNT OUTSTANDING                                         ACCELERATION
                         (AS OF MARCH 31, 2002)   DEFAULTS (AS OF MAY 8, 2002)     (AS OF MAY 8, 2002)
                         ----------------------   ----------------------------     -------------------
<S>  <C>                 <C>                      <C>                            <C>
NTLCL
 1.  Working Capital           Nil available      Default (negotiation with      Event of default with
     Facility                 $581.8 million      bondholders with a view to     respect to entire
                                 outstanding      rescheduling, failure to pay   amount; lenders can
                                                  interest on notes after        accelerate entire
                                                  30-day grace period, Chapter   amount
                                                  11 filings)
 2.  Senior Credit             Nil available      Default (negotiation with      Event of default with
     Facility               $3,968.4 million      bondholders with a view to     respect to entire
                                 outstanding      rescheduling, failure to pay   amount; lenders can
                                                  interest on notes after        accelerate entire
                                                  30-day grace period, Chapter   amount
                                                  11 filings)
CABLECOM
 3.  Term Loan Facility        Nil available      Default (negotiation with      Event of default with
                            $1,605.2 million      bondholders with a view to     respect to entire
                                 outstanding      rescheduling, failure to pay   amount; lenders can
                                                  interest on notes after        accelerate entire
                                                  30-day grace period, Chapter   amount
                                                  11 filings)
 4.  Revolving Facility        Nil available      Default (negotiation with      Event of default with
                              $520.2 million      bondholders with a view to     respect to entire
                                 outstanding      rescheduling, failure to pay   amount; lenders can
                                                  interest on notes after        accelerate entire
                                                  30-day grace period, Chapter   amount
                                                  11 filings)
</Table>

                                        41
<PAGE>

OUTSTANDING NOTES

<Table>
<Caption>
                                                                                    EVENT OF DEFAULT/
                           AMOUNT OUTSTANDING                                         ACCELERATION
                         (AS OF MARCH 31, 2002)    DEFAULT (AS OF MAY 8, 2002)     (AS OF MAY 8, 2002)
                         ----------------------    ---------------------------     -------------------
<S>  <C>                 <C>                      <C>                            <C>
NTL INCORPORATED (NTL
(DELAWARE), INC.
CO-OBLIGOR)
 1.  5 3/4% Convertible       $100.0 million      Payment default of $2.5        Event of default/
     Subordinated Notes                           million of interest due April  acceleration of entire
     due 2011                                     15, 2002; Chapter 11 filings   amount
NTL (DELAWARE), INC.
 2.  5 3/4% Convertible     $1,200.0 million      Chapter 11 filings; failure    Event of default/
     Subordinated Notes                           to pay interest on             acceleration of entire
     due 2009.                                    outstanding notes after 30     amount
                                                  day grace period
NTL COMMUNICATIONS CORP.
 3.  12 3/4% Senior           $277.8 million      Payment default of $17.7       Event of default/
     Deferred Coupon                              million of interest due April  acceleration of entire
     Notes due 2005                               15, 2002; Chapter 11 filings   amount
 4.  11 1/2% Senior         $1,050.0 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Notes due 2006                               outstanding notes after 30     amount
                                                  day grace period
 5.  10% Senior Notes         $400.0 million      Chapter 11 filings; failure    Event of default/
     due 2007                                     to pay interest on             acceleration of entire
                                                  outstanding notes after 30     amount
                                                  day grace period
 6.  9 1/2% Senior            $177.7 million      Payment default of $8.6        Event of default/
     Sterling Notes due                           million of interest due April  acceleration of entire
     2008                                         1, 2002; Chapter 11 filings    amount
 7.  10 3/4% Senior           $384.5 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Sterling Notes due                           outstanding notes after 30     amount
     2008                                         day grace period
 8.  9 3/4% Senior          $1,181.4 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Notes due 2008                               outstanding notes after 30     amount
                                                  day grace period
 9.  9 3/4% Senior            $387.2 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Sterling Notes due                           outstanding notes after 30     amount
     2009                                         day grace period
10.  11 1/2% Senior           $625.0 million      Payment default of $35.9       Event of default/
     Notes due 2008                               million of interest due April  acceleration of entire
                                                  1, 2002; Chapter 11 filings    amount
11.  12 3/8% Senior           $375.8 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Notes due 2008                               outstanding notes after 30     amount
                                                  day grace period
12.  7% Convertible           $489.8 million      Chapter 11 filings; failure    Event of default/
     Subordinated Notes                           to pay interest on             acceleration of entire
     due 2008                                     outstanding notes after 30     amount
                                                  day grace period
13.  9 1/4% Senior Euro       $217.9 million      Chapter 11 filings; failure    Event of default/
     Notes due 2006                               to pay interest on             acceleration of entire
                                                  outstanding notes after 30     amount
                                                  day grace period
14.  9 7/8% Senior Euro       $305.1 million      Chapter 11 filings; failure    Event of default/
     Notes due 2009                               to pay interest on             acceleration of entire
                                                  outstanding notes after 30     amount
                                                  day grace period
</Table>

                                        42
<PAGE>

<Table>
<Caption>
                                                                                    EVENT OF DEFAULT/
                           AMOUNT OUTSTANDING                                         ACCELERATION
                         (AS OF MARCH 31, 2002)    DEFAULT (AS OF MAY 8, 2002)     (AS OF MAY 8, 2002)
                         ----------------------    ---------------------------     -------------------
<S>  <C>                 <C>                      <C>                            <C>
15.  11 1/2% Senior           $136.5 million      Chapter 11 filings; failure    Event of default/
     Deferred Coupon                              to pay interest on             acceleration of entire
     Euro Notes due                               outstanding notes after 30     amount
     2009                                         day grace period
16.  11 7/8% Senior           $491.0 million      Payment default of $29.7       Event of default/
     Notes due 2010                               million of interest due April  acceleration of entire
                                                  1, 2002; Chapter 11 filings    amount
17.  12 3/8% Senior           $262.2 million      Chapter 11 filings; failure    Event of default/
     Euro Notes due                               to pay interest on             acceleration of entire
     2008                                         outstanding notes after 30     amount
                                                  day grace period
18.  6 3/4% Convertible     $1,150.0 million      Chapter 11 filings; failure    Event of default/
     Senior Notes due                             to pay interest on             acceleration of entire
     2008                                         outstanding notes after 30     amount
                                                  day grace period
NTL TRIANGLE
19.  11.2% Senior             $517.3 million      None                           None
     Discount
     Debentures due
     2007
DIAMOND
20.  13 1/4% Senior           $285.1 million      Chapter 11 filings; failure    Event of default/
     Discount Notes due                           to pay interest on             acceleration of entire
     2004                                         outstanding notes after 30     amount
                                                  day grace period
21.  11 3/4% Senior           $531.0 million      Chapter 11 filings; failure    Event of default/
     Discount Notes due                           to pay interest on             acceleration of entire
     2005                                         outstanding notes after 30     amount
                                                  day grace period
22.  10 3/4% Senior           $420.5 million      Chapter 11 filings; failure    Event of default/
     Discount Notes due                           to pay interest on             acceleration of entire
     2007                                         outstanding notes after 30     amount
                                                  day grace period
23.  10% Senior               $192.4 million      Chapter 11 filings; failure    Event of default/
     Sterling Notes due                           to pay interest on             acceleration of entire
     2008, issued by                              outstanding notes after 30     amount
     Diamond Holdings                             day grace period
     plc
24.  9 1/8% Senior            $110.0 million      Chapter 11 filings; failure    Event of default/
     Notes due 2008,                              to pay interest on             acceleration of entire
     issued by Diamond                            outstanding notes after 30     amount
     Holdings plc                                 day grace period
</Table>

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

     The following table includes aggregate information about the Company's
contractual obligations as of March 31, 2002 and the periods in which payments
are due. The holders of the long-term debt have the right to accelerate
repayment, or may have such right, which has caused all of the Company's
long-term debt to be classified as current. The automatic stay of Section 362 of
the United States Bankruptcy Code prevents the holders of such debt from seeking
to enforce their collection rights under the indentures, except within the
context of the Chapter 11 cases, and even then only with the prior approval of
the bankruptcy court. However, NTL has received letters from the agents for the
lenders under the UK credit facilities reserving such lenders' rights to
accelerate repayment of the facilities and to enforce the security granted in
respect of the facilities on account of the defaults thereunder, actions which
would not be prohibited by the automatic stay.

                                        43
<PAGE>

                             PAYMENTS DUE BY PERIOD

<Table>
<Caption>
CONTRACTUAL                                            LESS THAN                             AFTER
OBLIGATIONS                                  TOTAL      1 YEAR     1-3 YEARS   4-5 YEARS    5 YEARS
-----------                                ---------   ---------   ---------   ---------   ---------
                                                                 (IN MILLIONS)
<S>                                        <C>         <C>         <C>         <C>         <C>
Long-Term Debt...........................  $18,445.9    $  7.3     $  503.6    $6,714.1    $11,220.9
Capital Lease Obligations(1).............      190.9       9.2         15.4        12.6        153.7
Operating Leases(1)......................      712.5      64.5        119.9       112.1        416.0
Unconditional Purchase Obligations.......    1,518.2     359.9        385.2       205.6        567.5
Other Long-Term Obligations..............       None
Total Contractual Cash Obligations.......  $20,867.5    $440.9     $1,024.1    $7,044.4    $12,358.1
</Table>

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

(1) These amounts are as of December 31, 2001 which are not significantly
    different from March 31, 2002.

     The following table includes aggregate information about the Company's
commercial commitments as of March 31, 2002. Commercial commitments are items
that the Company could be obligated to pay in the future. They are not required
to be included in the consolidated balance sheet.

                   AMOUNT OF COMMITMENT EXPIRATION PER PERIOD

<Table>
<Caption>
OTHER COMMERCIAL                                TOTAL AMOUNTS   LESS THAN    1-3     4-5     OVER
COMMITMENTS                                       COMMITTED      1 YEAR     YEARS   YEARS   5 YEARS
----------------                                -------------   ---------   -----   -----   -------
                                                                   (IN MILLIONS)
<S>                                             <C>             <C>         <C>     <C>     <C>
Guarantees....................................     $ 28.1         $ 1.0     $12.9   $ 0.1    $14.1
Lines of Credit...............................       None
Standby Letters of Credit.....................       None
Standby Repurchase Obligations................       None
Other Commercial Commitments..................       72.4          28.2      25.7    18.5       --
Total Commercial Commitments..................     $100.5         $29.2     $38.6   $18.6    $14.1
</Table>

CONSOLIDATED STATEMENTS OF CASH FLOWS

     Cash used in operating activities was $43.2 million and $78.7 million in
the three months ended March 31, 2002 and 2001, respectively. Cash paid for
interest exclusive of amounts capitalized in the three months ended March 31,
2002 and 2001 was $231.7 million and $203.6 million, respectively. In addition,
the change in cash used in operating activities is also due to changes in
working capital as a result of the timing of receipts and disbursements.

     Purchases of fixed assets were $231.2 million in 2002 and $600.7 million in
2001 as a result of the continuing fixed asset purchases and construction. The
Company expects to further reduce purchases of fixed assets in 2002 in an effort
to conserve cash.

     Proceeds from borrowings, net of financing costs, of $430.4 million in 2002
includes $439.6 million borrowed under the NTLCL working capital facility.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 AND 2001

     We provide a broad range of communication services, including: (i) consumer
telecommunications and television, (ii) business telecommunications and (iii)
broadcast transmission and other related services. Our consumer
telecommunications and television services include broadband services to
consumer markets comprising residential telephone, analog and digital cable
television, narrowband and broadband Internet access, and interactive services.
Business telecommunications consist of broadband services to business markets,
comprising business telecommunications, national and international carrier
telecommunications, narrowband and broadband Internet services, and managed
network services. Our broadcast transmission and

                                        44
<PAGE>

other services include digital and analog television and radio broadcast
transmission services, satellite and media services for programmers, news
agencies, sports broadcasters and production companies, and tower site rental
and associated services to a variety of carriers operating wireless networks.

     We expect our growth in 2002 to be curtailed by funding constraints.
Although our current business plan includes a reduction in the number of new
customers and an increase in revenue from existing customers, our cash
constraints present many challenges to the successful execution of the plan. We
are conserving cash through a reduction in capital expenditures including
expenditures to connect new customers to our network. In order to maintain
revenues and cash from operations while reducing the number of new customers, we
must reduce and limit customer churn. We intend to continue to improve our
customer service and increase our service offering to customers in an effort to
curtail and reduce churn. We are in the process of integrating our various
billing systems and customer databases in an effort to improve one of the main
tools we use to provide customer service. We expect to substantially complete
this project by the end of the second quarter of 2003. The total project cost is
estimated to be approximately L45.0 million.

     Our plan to reduce churn and to increase ARPU includes an increase in
broadband services to our existing customers. We believe that our triple play
offering of telephony, broadband access to the Internet and digital television
will continue to prove attractive to our existing customer base, which will
result in higher ARPU as revenues per existing customer increase. We may also
benefit from the financial difficulties exhibited by some of the newer companies
that compete with us through churn of their customers. However, there is
significant competition in our markets, through digital satellite and digital
terrestrial television and through alternative Internet access media, such as
DSL offered by BT. If we are unable to charge the prices for these services that
we anticipate in our business plan in response to competition or if our
competition is able to attract our customers, our results of operations will be
adversely affected.

     Media speculation regarding our financial condition and potential outcomes
of the recapitalization process could have an adverse effect on parts of our
business. Similarly, negative press about the financial condition of alternative
telecom carriers in general may effect our reputation. One of the key strategies
in our business plan is to increase our penetration of higher value small to
medium size enterprises (or SMEs) and provide increased retail services of
bundled voice, data and Internet services for SMEs. However, due to the negative
publicity surrounding our financial condition and the effect of that publicity
on our brand name, we may find it difficult to convince SMEs to become our
customers. We believe our recapitalization process and the general climate for
alternative telecom carriers effected our revenues in the first quarter of 2002
as prospective customers began deferring orders beginning in the fourth quarter
of 2001. Even if we successfully complete the recapitalization process, there is
no assurance that the negative publicity will not adversely impact our results
of operations or have a long-term negative effect on our brand.

     In addition, this uncertainty may adversely affect our relationships with
suppliers. If suppliers become increasingly concerned about our financial
condition, they may demand faster payments or not extend normal trade credit,
both of which could further adversely affect our cash conservation measures and
our results of operations.

     There can be no assurance that we will successfully complete the proposed
recapitalization plan in a timely manner in order to sustain our operations.

     On April 2, 2002, we announced the completion of the sale of our Australian
broadcast business to Macquarie Communications Infrastructure Holding Pty
Limited for A$850.0 million (US$448.0 million) in an all cash transaction. The
net proceeds from the sale after the repayment of the outstanding bank credit
facility and transaction related costs were approximately A$581.0 million
(approximately US$306.0 million). We recognized a gain on the sale of
approximately US$15.0 million in April 2002. NTL Australia is accounted for as a
discontinued operation, and accordingly, NTL Australia is excluded from the
results of continuing operations for the three months ended March 31, 2002 and
2001.

     Consolidated revenues increased by 1.6% to $894.0 million in the three
months ended March 31, 2002, as compared to $880.2 million in the three months
ended March 31, 2001. Revenue growth was achieved by improving our product
offers, increasing our broadband and digital TV customer base, raising prices
and by

                                        45
<PAGE>

serving new customers and signing new contracts in our Broadcast and Business
telecoms divisions. Revenue growth in the Business telecoms division was also
the result of the acquisition of Viatel UK in the third quarter of 2001.

     In the three months ended March 31, 2002 and 2001, the United Kingdom
accounted for 87.1% and 86.6%, respectively, Switzerland accounted for 10.6% and
11.3%, respectively, and other geographic regions accounted for 2.3% and 2.1%,
respectively of total consolidated revenues.

     In the three months ended March 31, 2002 and 2001, consumer
telecommunications and television revenues were 68.1% and 69.4%, respectively,
business telecommunications revenues were 24.1% and 22.9%, respectively and
broadcast transmission and other revenues were 7.8% and 7.7%, respectively of
total consolidated revenues.

     Consumer telecommunications and television revenues decreased to $608.4
million from $610.9 million as a result of changes in foreign currency exchange
rates. These revenues in UK pounds increased to L426.7 million from L419.0
million. The increase in revenues was due to price increases and upselling new
services to customers. The increase was partially offset by customer reductions
due to the sale of part of our indirect access telephony business in October
2001, a reduction in the customer base due to disconnects and a reduction in
sales activity.

     Business telecommunications revenues increased to $215.6 million from
$201.2 million. In the three months ended March 31, 2002, we recognized
approximately $10.0 million of deferred revenue due to the termination of a
long-term contract. The acquisition of the assets and contracts of Viatel UK in
the third quarter of 2001 accounted for $31.1 million of the revenue in the
three months ended March 31, 2002.

     Broadcast transmission and other revenues increased to $70.0 million from
$68.1 million. The increase reflects increases in the number of broadcast
television and FM radio customers and accounts, which exceeded price cap
reductions in our regulated services, and increases in satellite and media
services used by broadcast and media customers. We expect growth in broadcast
services to be driven primarily by contracts related to the increased demand for
tower infrastructure by wireless services operators expanding and upgrading
their networks for wireless broadband, the digitalization of analog television
and radio signals and the further development of programming for the European
markets requiring satellite and terrestrial distribution services.

     Operating expenses (including network expenses) decreased to $435.8 million
from $438.7 million as a result of decreases in telephony interconnection and
television programming costs. The acquisition of the assets and contracts of
Viatel UK in the third quarter of 2001 accounted for $25.5 million of the
operating expenses in 2002. Operating expenses as a percentage of revenues
declined to 48.7% in 2002 from 49.8% in 2001.

     Selling, general and administrative expenses decreased to $212.3 million
from $322.2 million, which reflects various cost savings efforts including
restructurings announced in the fourth quarter of 2001. Selling, general and
administrative expenses as a percentage of revenues decreased to 23.7% in 2002
from 36.6% in 2001.

     Recapitalization expense of $45.8 million in 2002 includes $8.8 million for
employee retention related to substantially all of our UK employees and $37.0
million for financial advisor, legal, accounting and consulting costs. We expect
to incur approximately $50.0 million in additional recapitalization costs until
we complete the process.

     Other charges of $2.6 million in 2002 include restructuring charges of $1.6
million and costs incurred for information technology integration and for
business rationalization consulting of $1.0 million. Other charges of $7.4
million in 2001 were for information technology integration and for business
rationalization consulting. NTL Ireland incurred the restructuring charges in
2002 for severance and related expenses for 55 employees. The other costs were
incurred by Cablecom in 2002 and by NTL UK in 2001.

     Corporate expenses increased to $13.6 million from $12.5 million primarily
due to an increase in legal, accounting, other professional and employee related
costs.

                                        46
<PAGE>

     Depreciation expense increased to $362.9 million from $331.3 million
primarily due to an increase in depreciation of telecommunications and cable
television equipment.

     Amortization expense decreased to $32.7 million from $423.9 million due to
the adoption of SFAS No. 142 on January 1, 2002 which ended the amortization of
goodwill and other indefinite lived intangible assets. Amortization expense in
the three months ended March 31, 2001, after deducting the amortization of
goodwill and other indefinite lived intangible assets of $387.9 million, would
have been $36.0 million.

     Interest income and other, net increased to $15.1 million from $9.0 million
primarily as a result of an increase in cash available for investment.

     Interest expense increased to $371.9 million from $355.1 million due to
additional borrowings under credit facilities and the issuance of additional
debt subsequent to March 31, 2001. Interest of $244.3 million and $225.2 million
was paid in cash in the three months ended March 31, 2002 and 2001,
respectively.

     Share of losses from equity investments increased to $48.9 million from
$42.9 million primarily due to the acquisition of the interest in Noos in May
2001.

     Foreign currency transaction losses decreased to $5.0 million from $13.7
million primarily due to the effect of changes in exchange rates. We and certain
of our subsidiaries have cash, cash equivalents and debt denominated in non-U.S.
dollar currencies that are affected by changes in exchange rates. In addition,
certain of our foreign subsidiaries whose functional currency is not the U.S.
dollar have cash, cash equivalents and debt denominated in U.S. dollars which
are affected by changes in exchange rates.

     Net loss was $600.2 million and $1,042.9 million in the three months ended
March 31, 2002 and 2001, respectively. This change was the result of the factors
discussed above, particularly the $391.2 million reduction in amortization
expense.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     Certain statements contained herein constitute "forward-looking statements"
as that term is defined under the Private Securities Litigation Reform Act of
1995. When used herein, the words, "believe," "anticipate," "should," "intend,"
"plan," "will," "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, or industry results, to be materially different from those
contemplated, projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include, among others,
those set forth under the caption "Risk Factors" in this Form 10-Q/A as well as:
the ability of the Company to continue as a going concern, the ability of the
Company to obtain trade credit and shipments and terms with vendors and service
providers for current orders; the Company's ability to maintain contracts that
are critical to its operations; potential adverse developments with respect to
the Company's liquidity or results of operations; the ability to fund and
execute its business plan; the ability to attract, retain and compensate key
executives and associates; the ability of the Company to attract and retain
customers; general economic and business conditions, technological developments,
the Company's ability to continue to design networks, install facilities, obtain
and maintain any required governmental licenses or approvals and finance
construction and development, all in a timely manner at reasonable costs and on
satisfactory terms and conditions, as well as assumptions about customer
acceptance, churn rates, overall market penetration and competition from
providers of alternative services, the impact of restructuring and integration
actions, the impact of new business opportunities requiring significant up-front
investment and interest rate and currency exchange rate fluctuations. We assume
no obligation to update the forward-looking statements contained herein to
reflect actual results, changes in assumptions or changes in factors affecting
such statements.

RECENT ACCOUNTING PRONOUNCEMENTS

     In August 2001, the Financial Accounting Standards Board (referred to as
the FASB) issued Statement of Financial Accounting Standards (referred to as
SFAS) No. 144, "Accounting for the Impairment or
                                        47
<PAGE>

Disposal of Long-Lived Assets," effective for the Company on January 1, 2002.
This Statement superceded SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and other related
accounting guidance. The adoption of this new standard had no significant effect
on the results of operations, financial condition or cash flows of the Company,
except that it required the Company to treat NTL Australia as a discontinued
operation beginning in the first quarter of 2002.

     In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations," effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated asset
retirement costs. The Company is in the process of evaluating the financial
statement impact of the adoption of SFAS No. 143.

     In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Use of the pooling-of-interests method is no longer
permitted. SFAS No. 141 also includes guidance on the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination that is completed after June 30, 2001. SFAS No. 142 ends the
amortization of goodwill and indefinite-lived intangible assets. Instead, these
assets must be reviewed annually (or more frequently under certain conditions)
for impairment in accordance with this statement. This impairment test uses a
fair value approach rather than the undiscounted cash flow approach previously
required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." The Company adopted SFAS No. 142
on January 1, 2002. Primarily due to the significant impairment charge that the
Company recorded in 2001, the adoption of this new standard did not have a
significant effect on the results of operations, financial condition or cash
flows of the Company.

     Upon the adoption of SFAS No. 142, the Company performed an analysis of its
intangible assets acquired before July 1, 2001 to determine whether they should
be classified and accounted for as part of or separate from goodwill. The
Company reclassified the carrying value of workforce in place included in other
intangibles to goodwill. The Company determined that license acquisition costs
and customer lists should continue to be classified separate from goodwill. The
Company determined that license acquisition costs would no longer be subject to
amortization since they are deemed to have an indefinite useful life. The
Company also determined that no changes in the remaining useful lives of the
customer lists were required.

     The Company also performed an evaluation for impairment of its goodwill and
license acquisition costs as of January 1, 2002 and determined that no
impairment charge was required. The Company's next evaluation of impairment will
be the annual test as of October 1, 2002, unless there are new indicators of
impairment.

     Estimated aggregate amortization expense for each of the five succeeding
fiscal years from December 31, 2001 is as follows: $128.8 million in 2002,
$127.6 million in 2003, $79.7 million in 2004, $42.3 million in 2005 and $34.5
million in 2006.

                                        48
<PAGE>

     The following table shows the Company's loss from continuing operations and
its basic and diluted loss from continuing operations per share as adjusted for
the adoption of SFAS No. 142, had SFAS No. 142 been in effect on January 1, 2001
(unaudited) (in millions, except per share data).

<Table>
<Caption>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                               2002       2001
                                                              -------   ---------
<S>                                                           <C>       <C>
(Loss) from continuing operations -- as reported............  $(600.4)  $(1,042.4)
Amortization of:
  Goodwill..................................................       --       366.4
  License acquisition costs.................................       --        18.8
  Other.....................................................       --         2.7
                                                                   --       387.9
                                                              -------   ---------
(Loss) from continuing operations -- as adjusted............  $(600.4)  $  (654.5)
                                                              =======   =========
Basic and diluted net (loss) from continuing operations per
  share:
  As reported...............................................  $ (2.53)  $   (4.04)
  Amortization expense reduction............................       --        1.42
                                                              -------   ---------
  As adjusted...............................................  $ (2.53)  $   (2.62)
                                                              =======   =========
</Table>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

     The Company is exposed to various market risks, including changes in
foreign currency exchange rates and interest rates. Market risk is the potential
loss arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company does not enter into derivative
financial instruments for trading or speculative purposes. The Company has
entered into derivative financial instruments to hedge exposure to movements in
the British pound/U.S. dollar exchange rate and the Euro to British pound
exchange rate, and interest rates related to certain of its floating interest
rate debt. The counterparties are major financial institutions.

FOREIGN EXCHANGE CONTRACTS

     To the extent the Company obtains financing in U.S. dollars and incurs
construction and operating costs in various other currencies, the Company will
encounter currency exchange rate risks. Furthermore, the Company's revenues are
generated in foreign currencies while its interest and principal obligations
with respect to most of its existing indebtedness are payable in U.S. dollars.

     In 2001, the Company entered into a British pound forward exchange
agreement consisting of twenty-six accumulating forward contracts to reduce its
exposure to movement in the British pound/U.S. dollar exchange rate in
accordance with its market risk strategies. In March 2002, this agreement was
closed out, and the Company received cash of L0.5 million.

     At March 31, 2002, the Company had cross currency swaps to hedge exposure
to movements in the Euro to British pound exchange rate. In May 2002, the
Company closed out its cross currency swaps for a cash payment of $2.0 million,
and recognized a loss of $2.0 million.

INTEREST RATES

     The fair market value of long-term fixed interest rate debt and the amount
of future interest payments on floating interest rate debt are subject to
interest rate risk. Generally, the fair market value of fixed interest rate debt
will increase as interest rates fall and decrease as interest rates rise.

                                        49
<PAGE>

     In 2001, the Company entered into interest rate swaps, with a notional
amount of L100.0 million, to hedge exposure to the floating rate indebtedness
incurred under the NTLCL L200.0 Term Facility. In March 2002, these swaps were
sold, and the Company received cash of L0.2 million.

     At March 31, 2002, the Company had zero cost collars, with a notional
amount of CHF 1,200.0 million, to hedge exposure to the floating interest rate
indebtedness incurred under the Cablecom term loan facility and revolving loan
facility.

     The following table provides information about the Company's long-term
fixed and floating interest rate debt and derivative financial instruments that
are sensitive to changes in interest rates and foreign currency exchange rates.

<Table>
<Caption>
                                   NINE
                                  MONTHS      YEAR        YEAR          YEAR          YEAR
                                  ENDING     ENDING      ENDING        ENDING        ENDING
                                 12/31/02   12/31/03    12/31/04      12/31/05      12/31/06
                                 --------   --------   -----------   -----------   -----------
<S>                              <C>        <C>        <C>           <C>           <C>
Long-term Debt Including
  Current Portion
U.S. Dollars
  Fixed Rate...................    --         --            $285.1        $808.8      $1,050.0
  Average Interest Rate........                              13.25%        12.09%        11.50%
U.K. Pound
  Fixed Rate...................    --         --                --            --            --
  Average Interest Rate........
  Average Forward Exchange
     Rate......................
Euro
  Fixed Rate...................    --         --                --            --        E250.0
  Average Interest Rate........                                                           9.25%
  Average Forward Exchange
     Rate......................                                                          .8986
U.K. Pound
  Variable Rate................    --         --             L90.0      L2,494.8        L408.3
                                                             LIBOR         LIBOR         LIBOR
  Average Interest Rate........                           Plus 2.0%     plus 2.0%     plus 6.0%
  Average Forward Exchange
     Rate......................                             1.4133        1.4152        1.4189
U.K. Pound
  Variable Rate................    --         --                --            --         L20.0
                                                                                         LIBOR
  Average Interest Rate........                                                       plus 3.5%
  Average Forward Exchange
     Rate......................                                                         1.4189
CHF
  Variable Rate................    --         --         CHF 143.0     CHF 250.3     CHF 536.3
  Average Interest Rate........                        Swiss LIBOR   Swiss LIBOR   Swiss LIBOR
                                                          plus 2.5%     plus 2.5%     plus 2.5%
  Average Forward Exchange
     Rate......................                              .6109         .6184         .6261
</Table>

                                        50
<PAGE>

<Table>
<Caption>
                                         YEAR                                     FAIR
                                        ENDING                                   VALUE
                                       12/31/07     THEREAFTER      TOTAL       03/31/02
                                      -----------   -----------   ----------   ----------
<S>                                   <C>           <C>           <C>          <C>
Long-term Debt Including
  Current Portion
U.S. Dollars
  Fixed Rate........................       $820.5      $6,442.1     $9,406.5     $3,090.4
  Average Interest Rate.............        10.38%         8.82%
U.K. Pound
  Fixed Rate........................           --        L890.0       L890.0       L319.3
  Average Interest Rate.............                      10.09%
  Average Forward Exchange Rate.....                     1.4381
Euro
  Fixed Rate........................           --        E860.0     E1,110.0       E340.6
  Average Interest Rate.............                      11.14%
  Average Forward Exchange Rate.....                      .9118
U.K. Pound
  Variable Rate.....................           --            --     L2,993.1     L2,993.1
  Average Interest Rate.............
  Average Forward Exchange Rate.....
U.K. Pound
  Variable Rate.....................        L40.0        L140.0       L200.0       L200.0
                                            LIBOR         LIBOR
  Average Interest Rate.............     plus 3.5%     plus 3.5%
  Average Forward Exchange Rate.....       1.4242        1.4301
CHF
  Variable Rate.....................    CHF 643.5   CHF 2,001.9   CHF 3,575.0  CHF 3,575.0
  Average Interest Rate.............  Swiss LIBOR   Swiss LIBOR
                                         plus 2.5%     plus 2.5%
  Average Forward Exchange Rate.....        .6340         .6583
</Table>

<Table>
<Caption>
                                       NINE
                                      MONTHS        YEAR         YEAR        YEAR       YEAR
                                      ENDING       ENDING       ENDING      ENDING     ENDING
                                     12/31/02     12/31/03     12/31/04    12/31/05   12/31/06
                                    ----------   ----------   ----------   --------   --------
<S>                                 <C>          <C>          <C>          <C>        <C>
INTEREST RATE DERIVATIVE FINANCIAL
  INSTRUMENTS RELATED TO
     LONG-TERM DEBT
Interest Rate Swaps
  Notional CHF Amount.............  CHF 1,200.0  CHF 1,200.0  CHF 1,200.0    --         --
  Average Floor Strike Rate.......        3.27%        3.27%        3.27%
  Average Cap Strike Rate.........        5.15%        5.15%        5.15%
Receipt of UK Pounds
  Notional Euro Amount............       E67.0           --           --     --         --
  Average Contract Rate...........       .6465
</Table>

                                        51
<PAGE>

<Table>
<Caption>
                                                    YEAR                                 FAIR
                                                   ENDING                               VALUE
                                                  12/31/07   THEREAFTER     TOTAL      03/31/02
                                                  --------   ----------   ----------   --------
<S>                                               <C>        <C>          <C>          <C>
INTEREST RATE DERIVATIVE FINANCIAL
  INSTRUMENTS RELATED TO LONG-TERM DEBT
Interest Rate Swaps
  Notional CHF Amount...........................    --          --        CHF 1,200.0  CHF (21.7)
  Average Floor Strike Rate.....................
  Average Cap Strike Rate.......................
Receipt of UK Pounds
  Notional Euro Amount..........................    --          --             E67.0      E(3.7)
  Average Contract Rate.........................
</Table>

                                        52
<PAGE>

                                  RISK FACTORS

 WE CURRENTLY HAVE LIMITED LIQUIDITY. IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT
 A RECAPITALIZATION, THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS
 A GOING CONCERN.

     We have limited liquidity. We do not currently have access to our historic
sources of liquidity in the capital markets and our credit facilities are either
fully drawn or we are currently unable to access remaining undrawn amounts. As a
consequence, we need to restructure our outstanding debt and/or raise new funds.
On May 8, 2002 we filed an arranged joint reorganization plan under Chapter 11
of the United States Bankruptcy Code. On May 24, 2002, we filed an amended plan,
which sets forth the joint reorganization plan, subject to court approval, to
which the Company, an unofficial committee of its public bondholders and France
Telecom, a significant holder of our preferred stock, have agreed in principle.
A steering committee of the lending banks under our credit facilities has given
its agreement in principle (on a non-legally binding basis) to the terms of the
proposed plan of reorganization. However, the proposed plan of reorganization
remains subject to a favorable vote of our impaired creditors and bankruptcy
court approval. We may also face the possibility of insolvency proceedings in
the UK or elsewhere.

 THE SUCCESSFUL IMPLEMENTATION OF THE PROPOSED RECAPITALIZATION PLAN WILL
 REQUIRE THE SUPPORT OF OUR CREDITORS AND PREFERRED STOCKHOLDERS.

     The completion of the proposed recapitalization contemplated by the
agreement in principle with the unofficial bondholder committee will require
support from our creditors and holders of our preferred stock, including France
Telecom. The proposed recapitalization plan will be implemented pursuant to a
Chapter 11 bankruptcy proceeding. Consummation of the proposed recapitalization
plan will require a favorable vote by impaired classes of creditors,
satisfaction of bankruptcy law requirements and confirmation by the United
States bankruptcy court, which, as a court of equity, may exercise substantial
discretion and choose not to confirm the proposed recapitalization plan. Even if
such a plan receives the necessary support from many classes of our creditors,
there can be no assurance that it will be completed. If a protracted
reorganization were to occur, or a liquidation would be necessary, there is a
risk that the value of NTL would be eroded to the detriment of some or all NTL
stakeholders.

 WE ARE IN DEFAULT UNDER OUR CREDIT FACILITIES.

     Before we could commence negotiations with the unofficial committee of our
bondholders we needed to obtain waivers from the lenders under our credit
facilities. These lenders granted waivers which, until April 30, 2002 in the
case of the UK credit facilities, or May 14, 2002 in the case of the Cablecom
facility, provided that NTL's commencement of negotiations with bondholders with
a view to rescheduling of its debt would not constitute an event of default
under its credit facilities.

     The UK credit facilities waivers terminated on April 29, 2002, as a result
of which, there was an event of default under each of our credit facilities with
respect to the missed interest payments on April 1, 2002. In addition, our
voluntary filing under Chapter 11 of the United States Bankruptcy Code
constituted an event of default under our UK credit facilities and the Cablecom
credit facility. These events of default entitle the lenders under our credit
facilities to accelerate repayment. We do not have sufficient cash resources to
repay our outstanding indebtedness if it is declared immediately due and
payable. In addition, the lenders could also seek to take control over the
assets over which they hold security.

 WE DID NOT PAY INTEREST DUE ON SOME OF OUR OUTSTANDING NOTES ON APRIL 1, 2002,
 APRIL 15, 2002 AND MAY 15, 2002, AND WE DO NOT PLAN TO MAKE FUTURE INTEREST
 PAYMENTS ON MOST OF OUR OUTSTANDING NOTES.

     NTL Incorporated, NTL (Delaware), Inc. and NTL Communications Corp. did not
make scheduled interest payments and payments of related fees due on April 1,
2002, April 15, 2002 and May 15, 2002. In accordance with the proposed
recapitalization plan, NTL does not plan to make future interest payments on its
outstanding publicly traded notes except notes issued by NTL Triangle and, upon
emergence from Chapter 11 proceedings, Diamond Holdings Limited.

                                        53
<PAGE>

     As a result of these payment defaults and as a result of NTL's Chapter 11
bankruptcy filings, there is currently an event of default in respect of all of
NTL's publicly traded notes other than the notes issued by NTL Triangle. As a
result of the Chapter 11 filing, this debt is immediately due and payable.

 WE HAVE NO CURRENT AVAILABILITY TO BORROW UNDER OUR EXISTING CREDIT FACILITIES.

     We have no current ability to borrow under our existing UK credit
facilities, as we have borrowed the full amounts available. With respect to the
Cablecom credit facility, the term tranche is fully drawn and the revolving
tranche has been capped at its utilized amount of CHF 1,055.0 million although
the availability may be increased with the consent of the requisite percentage
of lenders under the facility. If that facility is not refinanced or Cablecom
cannot be sold, the Cablecom credit facility is due to be repaid on April 30,
2003. Without substantial investment from a third party or further borrowing,
Cablecom would be unable to repay the facility which would have a material
adverse effect on its business.

 IT IS LIKELY WE WILL LOSE OUR NET OPERATING LOSS CARRYFORWARDS FOR U.S. INCOME
 TAX PURPOSES IN CONNECTION WITH THE PROPOSED RECAPITALIZATION PLAN.

     A restructuring of our debt can be expected to give to rise to cancellation
of indebtedness ("COD"), which if it occurs in the course of a proceeding
pursuant to Chapter 11 of the United States Bankruptcy Code, would be
non-taxable. If the COD is non-taxable, we will be required to reduce our net
operating loss carryforwards and other attributes such as capital loss
carryforwards and tax basis in assets by an amount equal to the non-recognized
COD. As a result, it is likely that as a result of the successful completion of
the proposed plan of recapitalization, we will have no U.S. net operating loss
carryforwards.

 UNCERTAINTY OVER OUR FINANCIAL CONDITION MAY HARM OUR BUSINESS AND OUR BRAND
 NAME.

     Adverse publicity or news coverage regarding our financial condition, our
Chapter 11 bankruptcy filing and potential outcomes of the recapitalization
process could have an adverse effect on parts of our business. Similarly,
negative press about the financial condition of other cable and pay television
operations and alternative telecom carriers in general may effect our
reputation. For example, one of our key strategies is to increase our
penetration of higher value small to medium size enterprises, or SMEs, and
provide increased retail services of bundled voice, data and Internet services
for SMEs. However, due to the negative publicity surrounding our financial
condition and the potential effect of that publicity on our brand name, we may
find it difficult to convince SMEs to take up our services. Even if we
successfully complete the recapitalization process, there is no assurance that
it will not adversely impact our results of operations or have a long-term
effect on our brand.

     In addition, this uncertainty may adversely affect our relationships with
our suppliers. If suppliers become increasingly concerned about our financial
condition they may demand quicker payment terms or not extend normal trade
credit, both of which could further adversely affect our working capital
position. We may not be successful in obtaining alternative suppliers if the
need arises and this would adversely affect our results of operations.

 THE RECAPITALIZATION PROCESS HAS REQUIRED SIGNIFICANT TIME AND RESOURCES OF OUR
 DIRECTORS AND SENIOR MANAGERS, WHICH COULD ADVERSELY AFFECT THE OPERATION OF
 OUR BUSINESS.

     Our senior managers and directors have needed to spend significant amounts
of their time dealing with the negotiations with bondholders, bank lenders and
other stakeholders in connection with the recapitalization process and it is
likely that they will continue to devote significant amounts of their time to
this process for the foreseeable future. This has diverted their time and
resources from managing the operations of our business. If our senior managers
and directors continue to spend significant amounts of their time in connection
with the recapitalization process, this may have a negative impact on our
operations.

                                        54
<PAGE>

 WE HAVE HISTORICALLY INCURRED LOSSES AND GENERATED NEGATIVE CASH FLOWS AND WE
 CANNOT ASSURE YOU THAT WE WILL BE PROFITABLE IN THE FUTURE.

     Construction and operating expenditures and interest costs have resulted in
negative cash flow. We also expect to incur substantial additional losses. We
cannot be certain that we will achieve or sustain profitability in the future.
Failure to achieve profitability has and could in the future diminish our
ability to sustain our operations, obtain additional required funds and make
required payments on any indebtedness we have incurred or may incur.

 OUR GROWTH HAS BEEN CURTAILED BY FUNDING CONSTRAINTS.

     We have significantly decreased the amount we are spending on capital
expenditures due to our liquidity constraints. As a result, we will be unable to
increase our subscriber numbers in the short term and our revenue may be
adversely affected. The decrease in capital expenditure is the result of our
need to divert increasing amounts of our financial resources to service our
debt. The decrease in capital spending is in line with our current strategy of
maximizing revenue from our existing customers rather than increasing our
customer base. In our consumer business in the UK, we expect subscriber numbers
to decrease in 2002. The revenue we expect to result from our capital
expenditure is long-term in nature. The reduction in capital expenditures for
connecting new subscribers to our network will likely lead to a decrease in the
rate of revenue growth in the future. Difficulties in obtaining additional
funding will likely hamper our ability to connect new subscribers to our network
and increase our revenue.

 ONE OF OUR KEY STRATEGIES IS TO REDUCE CUSTOMER CHURN. HOWEVER THERE CAN BE NO
 ASSURANCE THAT WE WILL SUCCESSFULLY ACCOMPLISH THIS OR THAT OUR CHURN RATE WILL
 NOT INCREASE.

     We have experienced rapid growth and development in a relatively short
period, either through acquisitions or connecting customers to our network. One
of our biggest challenges as we have grown has been to limit our customer churn
and the successful implementation of our business plan depends upon a reduction
in the percentage of our customers that stop using our services. Factors
contributing to increase of churn during 2001 included the continued integration
of our ConsumerCo acquisition, the existence of multiple billing systems, the
introduction of digital television and our decision to disconnect some of our
poor paying customers.

     In order to reduce churn in the future, we aim to improve our customer
service. This improvement will be difficult to obtain without an integrated
billing system and a customer database across our entire network. We do not as
yet have an integrated billing and operational platform.

     Another part of our strategy leading to reduction in churn is an increased
take up of broadband services by our existing customers. If this increased level
of take up does not materialize we may have difficulties in reducing churn
levels, thereby adversely impacting our results of operations.

 FAILURE TO SUCCESSFULLY MARKET BROADBAND TO OUR EXISTING CONSUMER CLIENT BASE
 WILL ADVERSELY IMPACT OUR REVENUE AND RESULTS OF OPERATIONS.

     A significant component of our strategy to increase our average revenue per
unit is to successfully market broadband products to our existing consumer
client base. However, we believe that our triple play offering of telephony,
broadband access to the Internet and digital television will prove attractive to
our existing customer base and allow us to increase our average revenue per
user. However, we face significant competition in these markets, through digital
satellite and digital terrestrial television and through alternative Internet
access media, such as DSL offered by BT and some of our competitors have
substantially greater financial and technical resources than we do. If we are
unable to charge prices for broadband services that are anticipated in our
business plan in response to competition or if our competition delivers a better
product to our customers, our average revenue per unit and our results of
operations will be adversely affected.

                                        55
<PAGE>

 WE HAVE GRANTED SUBSTANTIAL GOVERNANCE AND ECONOMIC RIGHTS IN CONNECTION WITH
 THE FRANCE TELECOM INVESTMENT AND HAVE ENTERED INTO TRANSACTIONS WITH FRANCE
 TELECOM THAT MAY IMPACT US AND A STOCKHOLDER'S INVESTMENT IN US.

     We have granted rights to France Telecom, including the right to appoint
directors, preemptive rights and the right to veto some significant corporate
transactions. Exercise by France Telecom of some or all of such rights may
impact us, including our ability to effect a consensual recapitalization, or the
value of our stock held by persons other than France Telecom. France Telecom is
a holder of our cumulative convertible preferred stock, Series A, which allows
the holders other than commercial banks and their affiliates to exchange such
stock for stock of an entity holding up to 50% of Cablecom.

 THE COMPANIES IN WHICH WE HOLD MINORITY INVESTMENTS IN CONTINENTAL EUROPE MAY
 REQUIRE ADDITIONAL FINANCING TO COMPLETE THEIR NETWORK ROLLOUTS -- THEIR
 ABILITY TO OBTAIN SUCH FINANCING WILL DEPEND ON THEIR ABILITY TO ACCESS THE
 CAPITAL MARKETS AND THE VALUE OF OUR INVESTMENT COULD BE REDUCED OR DILUTED.

     We have minority investments in broadband cable operations in Germany,
France and Sweden. Each of those companies may require substantial amounts of
additional capital to complete their network rollouts and upgrades and their
ability to obtain that financing will depend, in part, on their ability to
access the capital markets. The ability of those companies to access the capital
markets will be subject not only to the performance of their business and
prospects, but to conditions in the capital markets generally. If those
companies cannot complete their planned expansions and upgrades for any reason,
the value of our investments could be reduced. If those companies issue equity
securities, it is likely that we will not be able to participate which could
lead to substantial dilution of the value of these investments to us.

     There can be no assurance that iesy will meet the conditions precedent to
access additional funds under its credit facility or that it will be in
compliance with the covenants under its debt agreements. The failure of iesy to
obtain required funding or a default entitling the lenders to accelerate
repayment of iesy's borrowings would adversely affect the value of NTL's
investment in iesy.

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

 WE ARE DEPENDENT UPON A SMALL NUMBER OF KEY PERSONNEL.

     A small number of key executive officers manage our businesses. The loss of
one or more of these executive officers could have a material adverse effect on
us. We believe that our future success will depend in large part on our
continued ability to attract and retain highly skilled and qualified personnel.
We have not entered into written employment contracts or non-compete agreements
with, nor have we obtained life insurance policies covering those key executive
officers.

 OUR PRINCIPAL BUSINESSES ARE SUBJECT TO GOVERNMENT REGULATION, INCLUDING
 PRICING REGULATION, AND CHANGES IN CURRENT REGULATIONS MAY ADVERSELY AFFECT US.

     Our principal business activities in the UK, the Republic of Ireland and
Switzerland and the activities of the companies in which we have investments in
Germany, France and Sweden are regulated and supervised by various governmental
bodies. Changes in laws, regulations or governmental policy or the
interpretations of those laws or regulations affecting our activities and those
of our competitors, such as licensing requirements,
                                        56
<PAGE>

changes in price regulation and deregulation of interconnection arrangements,
could have a material adverse effect on us.

     We are also subject to regulatory initiatives of the European Commission.
Changes in EU Directives may reduce our range of programming and increase the
costs of purchasing television programming or require us to provide access to
our cable network infrastructure to other service providers, which could have a
material adverse effect on us.

  THE TELECOMMUNICATIONS INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES AND
  WE CANNOT PREDICT THE EFFECT OF ANY CHANGES ON OUR BUSINESSES.

     The telecommunications industry is subject to rapid and significant changes
in technology and the effect of technological changes on our businesses cannot
be predicted. Our core offerings may become outdated due to technological
breakthroughs rendering our products out of date. In addition, our business plan
contemplates the introduction of services using new technologies. Cablecom and
the operations in which we have an interest in France, Germany and Sweden intend
to introduce voice over Internet protocol, or VoIP, voice telephony services
across their networks. Customer demand for this service is uncertain as
customers may not readily switch from their current telephony service,
especially if the quality of the service is not or is perceived not to be
comparable to other telephony services. Similarly, our investments in other new
services such as those related to the 3G mobile network may prove premature and
we may not realize anticipated returns on these new products. The cost of
implementation for emerging and future technologies could be significant, and
our ability to fund such implementation may depend on our ability to obtain
additional financing. We cannot be certain that we would be successful in
obtaining any additional financing required.

  WE DO NOT INSURE THE UNDERGROUND PORTION OF OUR CABLE NETWORK.

     We obtain insurance of the type and in the amounts that we believe are
customary for similar companies. Consistent with this practice, we do not insure
the underground portion of our cable network. Substantially all of our cable
network is constructed underground. Any catastrophe that affects our underground
cable network could result in substantial uninsured losses.

  WE ARE SUBJECT TO CURRENCY RISK BECAUSE WE OBTAIN A SUBSTANTIAL AMOUNT OF
  FINANCING IN U.S. DOLLARS AND EURO BUT GENERALLY GENERATE REVENUES AND INCUR
  EXPENSES IN OTHER CURRENCIES.

     We encounter currency exchange rate risks because we generate revenues and
incur construction and operating expenses in other currencies, primarily in
pounds sterling while we pay interest and principal obligations with respect to
most of our existing indebtedness in U.S. dollars and Euro. We cannot assure you
that the hedging transactions we have entered into or any other hedging
transactions we might enter into will be successful or that shifts in the
currency exchange rates will not have a material adverse effect on us. For
example, to the extent that the pound sterling declines in value against the
U.S. dollar and, to a lesser extent, the Euro, and we have not fully hedged
against such declines, the effective cost of servicing our U.S. dollar and Euro
debt will be higher and we will incur currency losses.

  WE CURRENTLY DO NOT HAVE SURPLUS AVAILABLE UNDER DELAWARE LAW TO PAY DIVIDENDS
  ON OR TO REDEEM OUR CAPITAL STOCK.

     Under Delaware law, unless a corporation has available surplus it cannot
declare or pay dividends on or redeem its capital stock, including its preferred
stock. As of and for the year ended December 31, 2001, we have written down the
carrying value of some of our assets, particularly goodwill. This write down has
left us without available surplus under Delaware law and means that we will be
unable to declare or pay dividends on or redeem any of our capital stock,
including our preferred stock, until such time as we again have available
surplus. If dividends remain unpaid for six quarters on certain series of our
preferred stock, then the holders of each such series shall have the right to
vote separately as a class on all matters voted on by NTL Incorporated
shareholders and shall have the right, along with other holders of preferred
stock with similar default voting rights, to elect two additional directors to
our board. Similarly, because we failed to redeem the Noos preferred

                                        57
<PAGE>

stock on May 18, 2002, pursuant to the certificate of designation governing the
Noos preferred stock, the holders of such Noos preferred stock have the right,
along with other holders of preferred stock with similar default voting rights,
to elect two additional directors to our board and have the right to vote
separately as a class, on all matters brought to NTL Incorporated shareholders.

     We have never paid cash dividends on our common stock. In addition, the
payment of any dividends by us in the future will be at the discretion of our
board of directors and will depend upon, among other things, future earnings,
operations, capital requirements, our general financial condition and the
general financial condition of our subsidiaries.

     Furthermore, the indentures governing NTL Communications Corp.'s
non-convertible senior notes and the indentures governing the outstanding notes
issued by Diamond Cable Communications Limited, Diamond Holdings Limited and NTL
Triangle impose limitations on the payment of dividends to us and consequently
limit amounts available for us to pay dividends on our common stock. Further,
the terms of our subsidiaries' senior credit facilities and working capital
facilities restrict, and the terms of other future indebtedness of our
subsidiaries may generally restrict the ability of some of our subsidiaries to
distribute earnings to NTL Incorporated or make other payments to NTL
Incorporated. The terms of Cablecom's credit facilities also restrict the
ability of Cablecom to distribute earnings and make other payments to NTL
Incorporated.

  SOME PROVISIONS OF THE AGREEMENTS GOVERNING OUR INDEBTEDNESS AND THE
  INDEBTEDNESS OF OUR SUBSIDIARIES AND CERTAIN PROVISIONS OF NTL INCORPORATED'S
  CERTIFICATE OF INCORPORATION COULD DELAY OR PREVENT TRANSACTIONS INVOLVING A
  CHANGE OF CONTROL OF NTL.

     Provisions of the agreements governing our outstanding indebtedness and the
indebtedness of our subsidiaries, 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 NTL and
its subsidiaries, including transactions in which stockholders might otherwise
receive a substantial premium for their shares over then current market prices,
and may limit the ability of stockholders of NTL Incorporated to approve
transactions that they may deem to be in their best interest.

     Our certificate of incorporation contains provisions which may have the
effect, alone or in combination with each other or with the existence of
authorized but unissued common stock and preferred stock, of preventing or
making more difficult transactions involving a change of control of NTL.

     Our stockholder rights plan has a significant anti-takeover effect. As a
result, no change of control of NTL Incorporated requiring stockholder approval
is possible without the consent of the owners of that preferred stock.

  NTL INCORPORATED, NTL (DELAWARE), INC., NTL COMMUNICATIONS CORP., DIAMOND AND
  NTL TRIANGLE ARE HOLDING COMPANIES THAT ARE DEPENDENT UPON RECEIPT OF
  SUFFICIENT FUNDS FROM THEIR SUBSIDIARIES OR PARENT COMPANIES TO MEET THEIR
  OBLIGATIONS -- THEIR ABILITY TO ACCESS THAT CASH FLOW MAY BE LIMITED IN SOME
  CIRCUMSTANCES.

     NTL Incorporated, NTL (Delaware), Inc., NTL Communications Corp., Diamond
Cable Communications, Diamond Holdings and NTL Triangle are holding companies
with no independent operations or significant assets other than investments in
and advances to their respective subsidiaries and affiliated joint ventures.
Each of these companies depends upon the receipt of sufficient funds from their
subsidiaries or their respective parent companies to meet their respective
obligations. The terms of existing indebtedness of their respective subsidiaries
and the laws of the jurisdictions under which those subsidiaries are organized
generally limit the payment of dividends, loan repayments and other
distributions to them, subject in some cases to exceptions that allow them to
service indebtedness in the absence of specified defaults.

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  OUR COMMON STOCK HAS BEEN SUSPENDED FROM THE NEW YORK STOCK EXCHANGE DUE TO
  THE FAILURE TO MEET THE $1 AVERAGE CLOSING PRICE REQUIREMENT AND THE MINIMUM
  MARKET CAPITALIZATION REQUIREMENTS; THERE MAY NOT BE A LIQUID MARKET FOR OUR
  COMMON STOCK AND OUR COMMON STOCK COULD BE A "PENNY STOCK" AS THAT TERM IS
  DEFINED IN THE EXCHANGE ACT

     On March 28, 2002, our common stock was suspended from trading on the NYSE
pending delisting due to the low trading price and low market capitalization
relative to the NYSE requirements. The stock last traded on the NYSE on March
26, 2002 at a price of $0.20. Our common stock began trading on the over-the-
counter bulletin board effective April 1, 2002, and is currently trading there
under the symbol "NTLD". However, there can be no assurance that a liquid market
will develop for our common stock on the OTC bulletin board.

     In addition, on May 9, 2002, Nasdaq Europe halted trading of NTL's common
stock pending receipt of information relating to the restructuring process
because of the filing of NTL's Chapter 11 cases. NTL has complied with this
information request, although there can be no assurance that Nasdaq Europe will
(1) not make additional information requests, (2) remove the trading halt on
shares of NTL's common stock or (3) not delist shares of NTL's common stock.

     Furthermore, as a result of our suspension from the New York Stock
Exchange, our common stock could 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", which could have an adverse effect on the liquidity of the security and
make buying or selling it more difficult.

  DEFENSE OF PUTATIVE CLASS ACTION SUITS FILED AGAINST NTL INCORPORATED AND
  CERTAIN OF ITS OFFICERS COULD HAVE A NEGATIVE IMPACT ON NTL'S BUSINESSES.

     The putative class action lawsuits filed against NTL Incorporated and
certain of its officers which were commenced by seven of its purported
shareholders, on behalf of certain purchasers of NTL Incorporated's securities
may have a negative impact on its results of operations and business. Three of
these lawsuits have been voluntarily dismissed with respect to NTL Incorporated
because they were filed subsequent to the commencement of NTL's Chapter 11
cases. The claims arising out of the remaining suits against NTL Incorporated
will be discharged if the proposed recapitalization plan is confirmed by the
bankruptcy court. The claims arising out of the suits against the individual
officers remain and will not be discharged under the Bankruptcy Code if the
recapitalization plan is confirmed, but may be released pursuant to the terms of
the plan itself. If, for any reason, the claims against there officers are not
released under the plan, defenses of such suits may divert such officers' time
and resources from managing the operations of NTL's business. If these officers
spend significant amounts of time defending these lawsuits, there may be a
negative impact on results of operations and business.

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                           PART II. OTHER INFORMATION

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

DEFAULTS UNDER CREDIT AGREEMENTS

NEGOTIATIONS WITH BONDHOLDERS

     Before the Company could commence negotiations with the unofficial
committee of its bondholders, it was necessary to obtain waivers from the
lenders under the UK credit facilities and the Cablecom credit facility.
Effective March 8, 2002, these lenders granted waivers which, until March 29,
2002, provided that the commencement of negotiations with bondholders with a
view to rescheduling its debt would not constitute an event of default under the
credit facilities. But for the initial waivers, the commencement of negotiations
with bondholders would have been an event of default under the credit
facilities. Effective March 28, 2002, these lenders agreed to amend the initial
waivers to extend the duration of the initial waivers to April 29, 2002 in the
case of the UK credit facilities or May 14, 2002 in the case of the Cablecom
credit facility. In connection with the granting of these waivers, the Company
agreed to various affirmative obligations with respect to the lenders under the
credit facilities and significant restrictions on its conduct. The amended
waivers prevented the Company from making an exchange offer with respect to its
outstanding notes or from entering into an agreement with bondholders without
the consent of the lenders under each of the credit facilities. The amended
waivers also prohibited the Company from commencing voluntary dissolution
proceedings, including proceedings under Chapter 11 of the U.S. Bankruptcy Code,
without the consent of these lenders.

     As of the date of this Form 10-Q/A, there are no current waivers from the
lenders under the credit facilities. As a consequence, the Chapter 11 filings
resulted in events of default under NTL's UK credit facilities and the Cablecom
credit facility.

OTHER MATERIAL DEFAULTS IN RESPECT OF THE CABLECOM CREDIT FACILITY

     During the three months ended March 31, 2002, there were a number of
technical defaults under the Cablecom credit facility. In addition, as of
December 31, 2001, Cablecom's and various of its subsidiaries' liabilities
exceeded their respective assets. As a consequence, under Swiss law, those
entities were deemed to be "overindebted". This also constituted an event of
default under the Cablecom credit facility which entitled the lenders to
accelerate repayment. Under Swiss law, unless the overindebtedness was
rectified, those entities would have been required to commence an insolvency
proceeding in Switzerland.

     The problem of overindebtedness was resolved on June 26 and June 27, 2002
in certain of the overindebted subsidiaries 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.

     At the end of April 2002 the defaults subsisting at that time were remedied
or were waived by the restatement of the credit agreement and the grant of a
waiver letter. However, conditions subsequent such as the grant of new security
and the deposit of share certificates relating to minority shareholdings pledged
to the banks were imposed by these documents and other new finance documents
executed pursuant to the restatement.

     Since the end of April 2002 the following defaults have occurred under the
finance documents: (1) The indentures issued by NTL (Delaware), Inc. and NTL
Inc. have become payable and have not been paid; (2) NTL (Delaware), Inc. has
commenced negotiations with its creditors with a view to the general
rescheduling of its indebtedness and has commenced proceedings under Chapter 11
of the US Bankruptcy Code pursuant to which it intends to reorganize its debt;
(3) NTL (Delaware), Inc. has liabilities which exceed the value of its assets
and is unable to pay its debts as they fall due; (4) Cablecom was unable to
satisfy the conditions to allow it to rollover revolving advances maturing in
early July 2002. The revolving advances remained unpaid for several days until
Cablecom was able to obtain the consent of the banks to waive the conditions to
their rollover; (5) Certain of the conditions subsequent imposed by the restated
credit

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<PAGE>

agreement, the waiver letter and other finance documents executed pursuant to
the restated credit agreement have yet to be fulfilled.

     The outstanding defaults under the Cablecom finance documents entitle the
facility agent to demand repayment of the loan and enforce the security granted
to secure that loan. The facility agent has a discretion to take those steps and
can be compelled to take those steps by a group of banks holding at least
66 2/3% in aggregate of the loan.

MISSED INTEREST PAYMENTS ON NTL'S PUBLIC BONDS

     As a result of the missed interest payments not cured within the 30 day
grace period with respect to certain of NTL's publicly traded bonds (described
below), as of May 1, 2002, there was an event of default under the UK credit
facilities and as of May 16, 2002, there was an event of default under the
Cablecom credit facility.

CHAPTER 11 BANKRUPTCY FILING

     On May 8, 2002, NTL Incorporated, NTL (Delaware), Inc., NTL Communications
Corp., Diamond Cable Communications Limited, Diamond Holdings Limited and
Communications Cable Funding Corp. filed an arranged joint reorganization plan
under Chapter 11 of the United States Bankruptcy Code. NTL's operating
subsidiaries were not included in the Chapter 11 filing. The Chapter 11 filing
constituted an event of default under the Company's UK credit facilities and the
Cablecom credit facility, allowing the lenders thereunder to declare amounts
outstanding to be immediately payable.

DEFAULTS ON HIGH YIELD AND CONVERTIBLE NOTES

PAYMENT DEFAULTS

     NTL Incorporated and NTL (Delaware), Inc. did not make interest payments
and payment of related fees falling due on April 15, 2002, in the aggregate
amount of $2.5 million, in respect of their 5 3/4% Convertible Subordinated
Notes due 2011. NTL Communications Corp. did not make scheduled interest
payments due April 1, 2002, in the aggregate amount of $74.2 million, in respect
of its 9 1/2% notes due 2008, 11 1/2% notes due 2008 and 11 7/8% notes due 2010.
NTL Communications Corp. also did not make interest payments falling due on
April 15, 2002, totaling $17.7 million, in respect of its 12 3/4% Senior
Deferred Coupon Notes due 2005. In accordance with the proposed recapitalization
plan, NTL does not plan to make future interest payments on its outstanding
publicly traded notes except notes issued by NTL Triangle and Diamond Holdings
Limited.

     If the applicable issuer does not pay interest on these notes after a 30
day grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. Therefore, there
was an event of default for failure to pay interest on May 1, 2002 under the
indentures relating to the missed interest payments due April 1, 2002 and on May
16, 2002, under the indentures relating to the missed interest payments due
April 15, 2002. As a result, cross defaults occurred under the Company's other
indentures at NTL Communications Corp., NTL (Delaware), Inc., NTL Incorporated
and under the Company's UK credit facilities and the Cablecom credit facility.

CHAPTER 11 BANKRUPTCY FILING

     The Chapter 11 bankruptcy filing constituted an event at default under the
indentures of each of the entities which made the Chapter 11 filing and amounts
outstanding under these indentures became immediately due and payable. The
automatic stay of Section 362 of the United States Bankruptcy Code prevents the
holders of such debt from seeking to enforce their collection rights under the
indentures, except within the context of the Chapter 11 cases, and even then
only with the prior approval of the bankruptcy court.

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AGGREGATE AMOUNT OF DEFAULTS

INTEREST

     As a result of the events of default described above, as of May 8, 2002,
the date of the Chapter 11 filing:

     - NTL Incorporated and NTL (Delaware), Inc. are in default in respect of
       $2.5 million of interest payments in respect of their 5 3/4% notes due
       2011, including interest accrued on such missed interest payment up to
       May 8, 2002, and

     - NTL Communications Corp. is in default in respect of an aggregate of
       $92.9 million of interest payments in respect of its 9 1/2% notes due
       2008, 11 1/2% notes due 2008, 11 7/8% notes due 2010 and 12 3/4% notes
       due 2005, including interest accrued on the missed interest payments up
       to May 8, 2002.

PRINCIPAL

     As a consequence of the Chapter 11 filings on May 8, 2002, all amounts
outstanding under the indentures governing the high yield and convertible debt
of the entities having commenced Chapter 11 cases automatically became
immediately due and payable. However, the automatic stay of Section 362 of the
U.S. Bankruptcy Code serves to prevent the holders of such debt from seeking to
enforce their collection rights under the indentures, except within the context
of the Chapter 11 cases, and even then only with the prior approval of the
bankruptcy court. As a result of the default and acceleration resulting from the
Chapter 11 filing, as of March 31, 2002:

     - NTL Incorporated and NTL (Delaware), Inc. are in default in respect of an
       aggregate of $100.0 million in principal amount of debt;

     - NTL (Delaware), Inc. is in default in respect of an aggregate of $1,200.0
       million in principal amount of debt;

     - NTL Communications Corp. is in default in respect of an aggregate of
       $7,911.9 million in principal amount of debt; and

     - Diamond Cable Communications and Diamond Holdings are in default in
       respect of an aggregate of $1,539.0 million in principal amount of debt,

FAILURE TO PAY DIVIDENDS ON PREFERRED STOCK

     On February 4, 2002, NTL Incorporated announced that it would not declare
or pay dividends on its 13% Senior Redeemable Exchangeable Preferred Stock. NTL
Incorporated did not make the dividend payments due on February 15, 2002 of $6.0
million and May 15, 2002 of $6.2 million in respect of the 13% preferred stock.
In addition, NTL Incorporated did not pay dividends on its 5% cumulative
participating convertible preferred stock held by France Telecom on December 31,
2001 of $37.0 million and March 31, 2002 of $37.5 million, or on its cumulative
convertible preferred stock held by France Telecom and a group of commercial
banks on December 31, 2001 of $24.9 million and March 26, 2002 of $24.1 million.
Historically, payment of dividends has been made in additional shares of
preferred stock in the case of the 13% preferred stock, the 5% cumulative
participating preferred stock and the cumulative convertible preferred stock.
NTL Incorporated did not pay these dividends due to a lack of available surplus
under Delaware law. Under Delaware law, NTL Incorporated cannot declare or pay
dividends on or redeem its capital stock, including its preferred stock, unless
it has available surplus. As of June 12, 2002, the aggregate amount of unpaid
dividends of NTL Incorporated with respect to the above mentioned series of
preferred stock was $135.7 million.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

          99.1 Certificate of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350.

     (b) Reports on Form 8-K.

          During the quarter ended March 31, 2002, the Company filed a Current
     Report on Form 8-K dated February 22, 2002 (filed February 22, 2002)
     reporting under Item 5, Other Events, that NTL Incorporated announced on
     February 21, 2002 that it signed an agreement with Macquarie Bank to sell
     its Australian broadcast business for A$850 million in an all cash
     transaction.

          No financial statements were filed with this report.

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                                   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 thereunto duly authorized.

                                          NTL INCORPORATED

                                          By:     /s/ GREGG N. GORELICK
                                            ------------------------------------
                                                     Gregg N. Gorelick
                                                 Vice President-Controller

Date: September 19, 2002

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                                 CERTIFICATIONS

I, Barclay Knapp, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of NTL Incorporated;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report.

Date: September 19, 2002

                                                   /s/ BARCLAY KNAPP
                                          --------------------------------------
                                                      Barclay Knapp
                                                 Chief Executive Officer
                                              (Principal Executive Officer)

I, John Gregg, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of NTL Incorporated;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report; and

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report.

Date: September 19, 2002

                                                   /s/ JOHN F. GREGG
                                          --------------------------------------
                                                      John F. Gregg
                                                 Chief Financial Officer
                                              (Principal Financial Officer)