##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K

|           |  |                                                                                           
|---------- |  | ------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                           
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
	15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended December 31,
	2001                                              
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
	OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
	from           to                                              

Commission file number 0-24792

NTL (Triangle) LLC


(Exact name of registrant as specified in its
charter)


|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                        |  | 13-4086747                          
|(State or other jurisdiction of
	incorporation or organization) |  | (I.R.S. Employer Identification No.)

110 East 59th Street


New York, NY 10022


(212) 906-8440


(Address, including zip code, and telephone
number,


including area code, of Registrants
principal executive offices)




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Securities registered pursuant to
Section 12(b) of the Act:

NONE




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Securities registered pursuant to
Section 12(g) of the Act:

NONE




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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 þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments
to this
Form 10-K.     þ

As of April 12, 2002, there were 800,000
membership interests of the Registrant outstanding. The
Registrant is an indirect, wholly-owned subsidiary of NTL
Incorporated, and there is no market for the Registrants
membership interests.

The Registrant meets the conditions set forth in
General Instructions I(1)(a) and I(1)(b) of Form 10-K
and is filing this form with the reduced disclosure format
pursuant to General Instructions I(2)(b) and I(2)(c).



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DOCUMENTS INCORPORATED BY REFERENCE

NONE




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TABLE OF CONTENTS



|                        |                                                                                              |  |  |  |  |  |  | 
|----------------------- | -------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                 
|NTL CORPORATE STRUCTURE
|                        | Item 1. Business                                                                            
|                        | Item 2. Properties                                                                          
|                        | Item 3. Legal Proceedings                                                                   
|                        | Item 4. Submission of Matters to a Vote of Security Holders                                 
|PART II                
|                        | Item 5. Market for the Registrants Common Equity and Related Shareholder Matters           
|                        | Item 6. Selected Financial and Other Data                                                   
|                        | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                         
|Risk factors           
|                        | Item 8. Financial Statements and Supplementary Data                                         
|                        | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|PART III               
|                        | Items 10, 11, 12 and 13.                                                                    
|PART IV                
|                        | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                    
|SIGNATURES             



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##### Table of Contents



NTL (TRIANGLE) LLC

2000 FORM 10-K ANNUAL REPORT


TABLE OF CONTENTS

|                        |  |                                                                                        |    |  |    | 
|----------------------- |  | -------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I                 
|NTL Corporate Structure |  |                                                                                        | 3  | 
|Item 1                  |  | Business                                                                               |    |  | 3  | 
|Item 2                  |  | Properties                                                                             |    |  | 4  | 
|Item 3                  |  | Legal Proceedings                                                                      |    |  | 4  | 
|Item 4                  |  | Submission of Matters to a Vote of Security
	Holders                                   |    |  | 4  | 
|PART II                
|Item 5                  |  | Market for the Registrants Common Equity
	and Related Shareholder Matters             |    |  | 4  | 
|Item 6                  |  | Selected Financial and Other Data                                                      |    |  | 5  | 
|Item 7                  |  | Managements Discussion and Analysis of
	Financial Condition and Results of Operations |    |  |    | 
|Item 7A                 |  | Quantitative and Qualitative Disclosures About
	Market Risk                            |    |  | 14 | 
|Risk Factors            |  |                                                                                        | 15 | 
|Item 8                  |  | Financial Statements and Supplementary Data                                            |    |  | 20 | 
|Item 9                  |  | Changes in and Disagreements with Accountants on
	Accounting and Financial Disclosure  |    |  | 20 | 
|PART III               
|Item 10                 |  | Directors and Executive Officers of the Registrant                                     |    |  | 20 | 
|Item 11                 |  | Executive Compensation                                                                 |    |  | 20 | 
|Item 12                 |  | Security Ownership of Certain Beneficial Owners
	and Management                        |    |  | 20 | 
|Item 13                 |  | Certain Relationships and Related Transactions                                         |    |  | 20 | 
|PART IV                
|Item 14                 |  | Exhibits, Financial Statement Schedules and
	Reports on Form 8-K                       |    |  | 20 | 
|Signatures              |  |                                                                                        | 22 | 

This Annual Report on Form 10-K for the year
ended December 31, 2001, at the time of filing with the
Securities and Exchange Commission, modifies and supersedes all
prior documents filed pursuant to Sections 13, 14 and 15(d)
of the Securities Exchange Act of 1934 for purposes of any
offers or sales of any securities after the date of such filing
pursuant to any Registration Statement or Prospectus filed
pursuant to the Securities Act of 1933 which incorporates by
reference this Annual Report.

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 in this Form 10-K, 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 Registrant, or
industry results, to be materially different from those
contemplated or projected, forecasted, estimated or budgeted,
whether expressed or implied, by such forward-looking
statements. Such factors include, among others, those set forth
under the caption Risk Factors in this
Form 10-K 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

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##### Table of Contents



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.


2



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PART I




NTL CORPORATE STRUCTURE

NTL INCORPORATED FLOWCHART




Item
1.     Business

RECENT DEVELOPMENTS

Recapitalization Process

On January 31, 2002, NTL Incorporated
(NTL Incorporated and, together with its
consolidated subsidiaries, 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, reduce debt and put an
appropriate capital structure in place for its business. Since
then, NTL Incorporated has been evaluating various
recapitalization alternatives to effect a comprehensive
consensual recapitalization in a timely manner and to minimize
negative effects on its business operations. NTL has been
engaged in discussions with an unofficial committee of
bondholders, the members of which hold a majority in principal
amount of the public debt of NTL, and France Telecom, which owns
a significant amount of NTL Incorporateds common and
preferred stock. On April 16, we announced that we had
reached an agreement in principle with the unofficial committee
on a comprehensive recapitalization of NTL. See Item 7
Managements Discussion and Analysis of Financial
Condition and Results of Operations  Liquidity and
Capital

3



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Resources and Risk Factors for
a more detailed description of the status of the proposed
recapitalization plan and the associated uncertainties.


NTL (Triangle) LLC (formerly Comcast UK Cable
Partners Limited) (formerly NTL (Bermuda) Limited) (formerly NTL
(Bermuda) LLC) (the Company or NTL
Triangle) is a holding company which holds all of the
shares of various companies principally engaged in the
development, construction, management and operation of broadband
communications networks for telephone, cable television and
Internet services in the United Kingdom and Ireland. The Company
owns the companies that have franchises for Darlington and
Teesside (collectively Teesside) and Cambridge
Holding Company Limited (Cambridge) in the UK, and
NTL Communications (Ireland) Limited (formerly Cablelink
Limited) (Cablelink), which owns the companies that
provide services in Dublin, Galway and Waterford, Ireland. The
Company previously owned a 50% interest in Cable London PLC
(Cable London) which it sold in November 1999 and a
27.5% interest in Birmingham Cable Corporation Limited
(Birmingham Cable) which it sold in October 1998.

In July 1999, NTL Communications Corp., an
indirect wholly-owned subsidiary of NTL Incorporated, acquired
Cablelink for IR£535.18 million (£421.9 million).
In December 1999, NTL Communications Corp. sold its 100%
interest in Cablelink to the Company for
£423.6 million in cash. This transaction was accounted
for at historical cost in a manner consistent with a transfer of
entities under common control which is similar to that used in a
pooling of interests. Accordingly, the
Companys financial statements include the results of
Cablelink from July 1999.

In November 1999, the Company converted to a
Delaware limited liability company and thereby changed its name
to NTL (Triangle) LLC. Under the Delaware Limited Liability
Company Act, the Company is deemed to be the same entity as it
was prior to the conversion.

The Company is an indirect wholly-owned
subsidiary of NTL Incorporated. NTL (Triangle) LLCs
executive office is located at 110 East 59th Street, New York,
NY 10022 and its telephone number is (212) 906-8440.




Item
2.     Properties

The Company does not own or lease any significant
real or personal property other than through its subsidiaries
Teesside, Cambridge and Cablelink.

Teesside, Cambridge and Cablelink own their cable
and telephony plant and equipment and generally own or lease,
under long-term leases, the head-end and switching node sites.
The Company believes that its subsidiaries facilities are
adequate to serve their existing customers.




Item 3.     Legal
Proceedings

The Company is subject to legal proceedings and
claims which arise in the ordinary course of its business none
of which are expected to have a material adverse effect on its
financial position, results of operations or liquidity.




Item
4.     Submission of Matters to a
Vote of Security Holders

Omitted pursuant to General Instruction I(2)(c)
of Form 10-K.




PART II




Item 5.     Market
for the Registrants Common Equity and Related Shareholder
Matters

The Company is an indirect wholly-owned
subsidiary of NTL Incorporated, and there is no market for the
Companys membership interests.

4



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##### Table of Contents






Item
6.     Selected Financial and Other
Data

The following table sets forth certain financial
data for the years ended December 31, 2001, 2000, 1999,
1998, and 1997. The information has been derived from and should
be read in conjunction with the consolidated financial
statements and notes thereto included in Part II
Item 8 of this Form 10-K.

|                                        |                                                   |                         |           |          |   |            |          |         |  |      |          |         |  |  |         |          |   |  |         |          |  
|--------------------------------------- | ------------------------------------------------- | ----------------------- | --------- | -------- | - | ---------- | -------- | ------- |  | ---- | -------- | ------- |  |  | ------- | -------- | - |  | ------- | -------- | -
|                                        |                                                   |                        
|                                        |                                                   | Year Ended December 31,
|                                        |                                                   |                        
|                                        |                                                   | 2001(1)                 |           | 2000(1)  |   | 1999(1)(2) |          | 1998(3) |  | 1997
|                                        |                                                   |                         |           |          |   |            |          |         |  |     
|                                        |                                                   |                        
|                                        |                                                   | (In thousands)         
|Statement of Operations Data:           |                                                   |                         |           |          |   |            |          |         |  |      |          |         |  |  |         |          |   |  |         |         
|Service income                          |                                                   |                         | £180,893  |          |   |            | £160,734 |         |  |      | £118,963 |         |  |  | £77,649 |          |   |  | £55,603 |         
|Consulting fee income                   |                                                   |                         |          |          |   |            |         |         |  |      |         |         |  |  | 938     |          |   |  | 1,059   |         
|Operating loss                          |                                                   |                         | (381,049  | )        |   |            | (80,556  | )       |  |      | (35,999  | )       |  |  | (15,567 | )        |   |  | (22,604 | )       
|Equity in net losses of affiliates      |                                                   |                         |          |          |   |            |         |         |  |      | (6,801   | )       |  |  | (19,696 | )        |   |  | (21,359 | )       
|(Loss) income before extraordinary item |                                                   |                         | (431,048  | )        |   |            | (139,424 | )       |  |      | 329,465  |         |  |  | 43,205  |          |   |  | (67,356 | )       
|Extraordinary item                      |                                                   |                         |          |          |   |            |         |         |  |      |         |         |  |  | (1,107  | )        |   |  |        |         
|Net (loss) income                       |                                                   |                         | (431,048  | )        |   |            | (139,424 | )       |  |      | 329,465  |         |  |  | 42,098  |          |   |  | (67,356 | )       
|Balance Sheet Data:                     |                                                   |                         |           |          |   |            |          |         |  |      |          |         |  |  |         |          |   |  |         |         
|At year end:                            |                                                   |                         |           |          |   |            |          |         |  |      |          |         |  |  |         |          |   |  |         |         
|Working capital (deficiency)(4)         |                                                   |                         | £(355,147 | )        |   |            | £(60,568 | )       |  |      | £(9,467  | )       |  |  | £75,020 |          |   |  | £20,838 |         
|                                        | Total assets                                      |                         |           | 602,729  |   |            |          | 920,605 |  |      |          | 901,269 |  |  |         | 514,802  |   |  |         | 445,854  |  
|                                        | Long-term debt including loans from affiliates(4) |                         |           | 67,956   |   |            |          | 374,310 |  |      |          | 293,285 |  |  |         | 259,104  |   |  |         | 247,970  |  
|                                        | Contributed capital(5)                            |                         |           | 493,545  |   |            |          | 394,115 |  |      |          | 363,974 |  |  |         | 359,057  |   |  |         | 359,049  |  
|                                        | Retained earnings (accumulated deficit)           |                         |           | (386,282 | ) |            |          | 44,766  |  |      |          | 184,190 |  |  |         | (145,275 | ) |  |         | (187,373 | )




Notes to Selected Financial and Other
Data



|    |                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Beginning in the fourth quarter of 1999, an NTL
	subsidiary began charging the Company for infrastructure and
	management support services. The Company was charged
	£60.8 million, £29.7 million and
	£2.9 million in 2001, 2000 and 1999, respectively. In
	the fourth quarter of 2001, the Company incurred asset
	impairment charges of £291.6 million and other charges
	of £5.7 million.                     
|   
|(2) | In 1999, the Company sold its 50.0% ownership
	interest in Cable London to Telewest Communications plc for
	£428.0 million and recognized a gain on the sale of
	£404.8 million. In addition, the results of operations
	and financial position include Cablelink beginning July 1999.                                                                                                                             
|   
|(3) | In 1998, the Company sold its 27.5% ownership
	interest in Birmingham Cable Corporation Limited to Telewest
	Communications plc for £130.0 million and recognized a gain
	on the sale of £110.5 million.                                                                                                                                                                                                           
|   
|(4) | As of December 31, 2001, long-term debt of
	£358.1 million including 11.2% Senior Discount
	Debentures due 2007 of £355.7 million and capital
	lease obligations of £2.4 million have been classified
	as current liabilities. This classification is due to
	uncertainties about compliance with the terms and conditions of
	the debt that would give the holders of the debt the right to
	accelerate repayment.
|   
|(5) | The Company received equity contributions from
	its parent of £99.4 million and
	£30.1 million in 2001 and 2000, respectively.                                                                                                                                                                                                                                                                                     



|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis
	of Financial Condition and Results of Operations

Liquidity and Capital Resources

Recapitalization
Process and Ability to Continue Operations

The Company 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
issuances of high-yield debt

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securities in the capital markets and equity
contributions from NTL Communications Corp. 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. NTLs public
equity is no longer trading on the New York Stock Exchange, and
NTL and its subsidiaries debt securities are trading at or
near all time lows. These factors, together with the
Companys substantial leverage, mean the Company does not
currently have access to its historic sources of capital.


In addition, NTLs UK credit facilities are
fully drawn and NTLs Swiss subsidiaries are currently
unable to draw the remaining undrawn amounts under the Cablecom
credit facility. NTL Communications Corp., a wholly-owned
subsidiary of NTL Incorporated, did not pay cash interest on
certain series of its notes that was due on April 1, 2002
and April 15, 2002. NTL Incorporated and NTL (Delaware),
Inc., a wholly-owned subsidiary of NTL Incorporated, also did
not pay cash interest and related fees on a series of their
notes that was due on April 15, 2002. As of
December 31, 2001, NTL had approximately $505 million in
cash and cash equivalents on hand and, on April 4, 2002,
received approximately $303 million net cash proceeds from
the sale of its Australian business. NTL and the Company will
require cash for working capital and capital expenditures in
2002. If NTL makes scheduled and overdue interest payments on
its notes, then NTL will not have sufficient cash resources to
meet its liquidity needs through the third quarter of 2002.

The Company does not generate sufficient cash
flow from operations to fund its operational expenses and
interest payments. The Company has historically met its cash
requirements through equity from NTL Incorporated and or NTL
Incorporated subsidiaries. Given NTL Incorporateds
liquidity situation, it is likely that it will not be able to
provide us with cash at least for the short-term.

These liquidity concerns raise substantial doubt
about the Companys ability to continue as a going concern.
As a consequence, NTL needs to restructure its outstanding debt
and/or raise new funds through the issuance of equity or
additional debt.

On January 31, 2002, NTL Incorporated
announced that it had appointed Credit Suisse First Boston,
JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen NTLs balance
sheet and reduce debt and put an appropriate capital structure
in place for its business. Since then, NTL has been evaluating
various recapitalization alternatives to effect a comprehensive
consensual reorganization in a timely manner to minimize
negative effects on its business operations.

On April 16, 2002, NTL announced that NTL
and an unofficial committee of its public bondholders had
reached an agreement in principle on a comprehensive
recapitalization of NTL. The members of the committee hold in
the aggregate over 50% of the face value of NTL and its
subsidiaries public bonds. The recapitalization would
result in a conversion of approximately $10.6 billion in
debt into equity.

To implement the proposed recapitalization, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp.,
Diamond Cable Communications Limited and Diamond Holdings
Limited would file a pre-negotiated recapitalization plan in a
Chapter 11 case under the U.S. Bankruptcy Code. NTLs
operating subsidiaries would not be included in the
Chapter 11 filing. The agreement in principle is subject to
various conditions, including mutually acceptable terms with the
Companys bank lenders. The recapitalization transaction
contemplates that the bank debt will remain in place as part of
the recapitalization.

To facilitate the recapitalization, certain
members of the unofficial committee of bondholders would commit
to provide up to $500 million of new debt financing to
NTLs UK and Ireland operations during the Chapter 11
process and for the post-recapitalized NTL. The new financing
will ensure that NTLs business operations have access to
sufficient liquidity to continue ordinary operations.

Under the agreement in principle, NTL would be
split into two companies, one tentatively called NTL UK and
Ireland and holding all of its UK and Ireland assets, and one
tentatively called NTL Euroco and holding certain of its
continental European and other assets.

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Holders of notes of NTL Incorporated, NTL
(Delaware), Inc., NTL Communications Corp. and Diamond Cable
Communications Limited would in the aggregate receive 100% of
the initial common stock of NTL UK and Ireland and
approximately 86.5% of the initial common stock of NTL Euroco.
NTL (Delaware), Inc. bondholders would have the option to
reinvest all or a portion of NTL (Delaware), Inc. cash in
additional shares of NTL UK and Ireland common stock, or to
receive such cash in the recapitalization. Notes of Diamond
Holdings Limited and the Company would remain outstanding and
will be kept current in interest payments. Current preferred and
common 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 at the
consummation of the proposed plan, in the case of the rights,
and for the duration of the eight-year warrants at prescribed
prices. 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 the entitys primary 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. It is
contemplated that subject to consummation of the
recapitalization France Telecom would also receive our 27%
interest in Noos, pursuant to a pledge of such interests to
France Telecom given at the time of its acquisition by NTL.

During the recapitalization process, NTL has
maintained normal and regular trade terms with its suppliers and
customers. There can be no assurance that NTL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 NTL. See also
Risk Factors for a summary of risks related to
NTLs business in general and the recapitalization process
in particular.

Bank
Waivers

Before NTL could commence negotiations with the
unofficial committee of bondholders, it was necessary to obtain
waivers from the lenders under its 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.

But for the initial waivers, the commencement of
negotiations with bondholders would have been an event of
default under the credit facilities. If an event of default were
to occur, it would entitle the lenders under the credit
facilities to declare the principal amount of the outstanding
debt immediately due and payable. If this right was exercised,
it would result in an event of default under all of NTLs
outstanding notes, except for those issued by Diamond Cable
Communications, Diamond Holdings and the Company, entitling the
trustee or 25% of the holders of a series to accelerate the
repayment of that series of notes. NTL does not have sufficient
cash resources to repay its outstanding indebtedness if it is
declared immediately due and payable.

In connection with the granting of the initial
waivers, NTL agreed:



| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to provide the lenders with a 13 week
	rolling cash flow projection (updated every two weeks);                                                                                 
|
| |  | to keep the lenders informed of, and to provide
	documents in connection with, negotiations with bondholders or
	strategic investors or concerning proposed asset dispositions;
|
| |  | not to repurchase NTL notes; and                                                                                                                                               
|
| |  | not to make an exchange offer for NTL notes or
	enter into an agreement with NTL bondholders, subject to some
	exceptions, without the consent of the lenders.                 

Effective March 28, 2002, the lenders under
the credit facilities agreed to amend the initial waivers. The
amendments to the initial waivers extend the duration of the
initial waivers to April 30, 2002 in the case of the UK
credit facilities or May 14 in the case of the Cablecom
facility, unless the missed interest payments on April 1,
2002 are remedied or a sufficient number of bondholders agree to
forbear in respect of such non-payment, in which case, the UK
credit facilities waivers will be extended to May 14, 2002.
As a condition to

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the waivers continuing effectiveness, the UK
lenders required NTL Delaware to loan £90 million to
NTL (UK) Group, Inc. following receipt of the proceeds from
the sale of NTL Australia. This loan is structurally senior to
the outstanding public notes issued by 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 in addition, NTL agreed,
among other things, to:




| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | provide the bank lenders a timeline setting forth
	the steps proposed to be taken in connection with the
	recapitalization and the dates by which such steps are to be
	taken;                                                                             
|
| |  | use reasonable endeavors to consider with the
	lenders under the Cablecom credit facility possible means of
	credit enhancement;                                                                                                                           
|
| |  | provide the lenders under the Cablecom credit
	facility, by April 12, 2002, with an updated structure
	chart of NTL as well as a contingency business plan for Cablecom
	in the event that sufficient additional funding for Cablecom is
	not obtained; and
|
| |  | pay legal, accounting and other advisory fees of
	the agent or coordinators of the Cablecom credit facility.                                                                                                                                               

The amended waivers prevent NTL 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 prohibit NTL from commencing voluntary dissolution
proceedings, including proceedings under Chapter 11 of the
U.S. bankruptcy code, without the consent of these lenders.

As a consequence, we cannot enter into a binding
agreement with the unofficial bondholder committee or implement
the proposed plan without the consent of our bank lenders.

Cablecom GmbH is the principal trading company of
NTLs Swiss group. There are 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 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 entitles the
lenders to accelerate repayment. Such an acceleration would
result in an event of default under NTL Incorporateds and
NTL Delawares 5.75% convertible subordinated notes due
2011 and 5.75% convertible subordinated notes due 2009,
entitling the trustee or the holders of 25% of each series of
notes to accelerate repayment. Under Swiss law, unless the over
indebtedness is rectified, those entities would be required to
commence an insolvency proceeding in Switzerland. A plan has
been formulated to rectify this overindebtedness. Implementation
of this plan prior to April 30, 2002 will mean those
entities will not be required to commence an insolvency
proceeding. Those proceedings would likely either be a court
supervised moratorium in which an independent administrator, or
commissioner, would be appointed to supervise the running of
each company during a restructuring or, if there is no viable
restructuring plan, a bankruptcy. The commencement of those
insolvency proceedings would also constitute an immediate event
of default and acceleration of the maturity of the convertible
subordinated notes referred to above.

NTL is currently in discussions with the lenders
under the Swiss credit facility regarding proposals to resolve
the over indebtedness issue as well as requesting that they
waive various additional covenant breaches under the credit
facility. There can be no assurance that NTL will reach
agreement on the resolution of the over indebtedness issue
within the time period required or obtain the requested waivers.

Interest
Payments on Public Notes

NTL has substantial interest payment obligations
under its existing indebtedness. NTL Communications Corp. did
not make scheduled interest payments due April 1, 2002, in
the aggregate amount of $74.3 million, in respect of its
9 1/2% notes due 2008, 11 1/2% notes due 2008 and
11 7/8% notes due 2010. In addition, NTL Communications did
not make interest payments falling due on April 15, 2002,
totaling $20.2 million, in respect of the 12 3/4%
Senior Deferred Coupon Notes due 2005 and NTL Incorporated and
NTL Delaware did not make interest payments and payment of
related fees falling due on April 15, 2002 in respect of
their 5 3/4%

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Convertible Subordinated Notes due 2011. Those
payments were not made after consideration by NTL of requests by
the unofficial bondholder committee not to make those payments.
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. On May 15, 2002,
interest totaling $94.0 million is due on outstanding notes
of the Company and NTL Communications.


If the applicable issuer does not pay interest on
these notes after a 30 day grace period expires (on
April 30, 2002 in the case of the missed interest payments
due April 1, 2002), 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 April 30, 2002, such an event of default
would also result in an event of default in respect of other
debt (commonly called cross defaults) under all of NTLs
other notes, except for those issued by the Company, Diamond
Cable Communications or Diamond Holdings. As a result, upon the
expiration of the grace period, on April 30, 2002, events
of default for failure to pay interest would occur under the
relevant indentures at NTL Communications and,
contemporaneously, cross defaults would occur under NTLs
other indentures at NTL Communications, NTL Delaware, NTL
Incorporated and under NTLs UK credit facilities and could
occur under NTLs Cablecom facility. This would give
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
unless NTL obtains waivers or forbearance agreements from
sufficient percentages of its creditors. If that right to
accelerate was exercised, NTL would not have sufficient cash
resources to repay those debts, which could ultimately lead to
voluntary or involuntary bankruptcy proceedings relating to the
entities so affected. In addition, the lenders under NTLs
UK credit facilities have security over the assets of NTLs
UK operating subsidiaries, except for the Diamond and NTL
Triangle groups of companies. In the event that there was an
event of default under those facilities, the lenders could seek
to take control of those assets under applicable UK insolvency
law.

Credit Rating
Downgrades

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

Sale of NTL
Australia

On April 2, 2002, NTL announced that it had
completed the previously announced sale of its Australian
broadcast business to Macquarie Bank for A$850 million
(US$448 million) in an all cash transaction. The net
proceeds from the sale were approximately A$574 million
(US$303 million). At that time, the business bank
debt outstanding totaled A$227 million
(US$119 million).

On April 7, 2002, NTL Delaware loaned
£90 million to NTL (UK) Group Limited, which loan
was funded by the proceeds of the sale of NTL Australia. This
loan is subordinated to NTLs UK credit facilities. The
remaining proceeds of the sale of NTL Australia remain at NTL
Delaware and it is currently anticipated that such proceeds will
form a portion of the consideration to be offered to bondholders
of NTL Delaware and NTL Incorporated in satisfaction of their
claims against NTL Delaware as part of the proposed plan of
reorganization.

Description
of Indebtedness

In November 1995, the Company issued
$517.3 million principal amount at maturity of 11.2% Senior
Discount Debentures due 2007 (the 2007 Discount
Debentures). Interest accreted on the 2007 Discount
Debentures at 11.2% per annum compounded semiannually from
November 15, 1995 to November 15, 2000, after which
date interest became payable in cash on each May 15 and
November 15 through November 15, 2007. The 2007
Discount Debentures contain restrictive covenants which limit
the Companys ability to pay dividends.

9



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In October 2000, Cablelink entered into a loan
agreement with a subsidiary of NTL under which
£68.0 million and £25.5 million had been
borrowed at December 31, 2001 and 2000, respectively. The
outstanding borrowings are due in October 2007. Interest is
payable quarterly in arrears beginning March 31, 2001. The
annual interest rate is set on January 1 of each year at
the 12-month EURIBOR rate plus 1%. The effective interest rate
at December 31, 2001 and 2000 was 5.69% and 4.88%,
respectively.

Consolidated Statement of Cash Flows

Net cash (used in) provided by operating
activities amounted to £(45.5) million,
£19.7 million and £43.1 million for the
years ended December 31, 2001, 2000 and 1999, respectively.
The decrease in net cash provided by operating activities in
2001 as compared to 2000 is primarily due to the increase in
cash paid during the period for interest and changes in working
capital as a result of the timing of receipts and disbursements.
The change in net cash provided by operating activities in 2000
as compared to 1999 is primarily due to the change in the
Companys operating income before depreciation and
amortization and changes in working capital as a result of the
timing of receipts and disbursements.

Net cash used in investing activities was
£66.9 million, £96.2 million and
£103.3 million for the years ended December 31,
2001, 2000 and 1999, respectively. Net cash used in investing
activities in 2001 and 2000 was primarily used for capital
expenditures. Net cash used in investing activities in 1999
includes the Joint Purchasing Agreement deposit of
£51.9 million for combined purchases of fixed assets
by NTL affiliates, capital expenditures of
£57.2 million and the net acquisition costs of
Cablelink of £422.1 million, offset by the proceeds
from the sale of Cable London of £428.0 million.

Net cash provided by (used in) financing
activities was £142.7 million, £53.5 million
and £(15.2) million for the years ended
December 31, 2001, 2000 and 1999, respectively. Net cash
provided by financing activities in 2001 includes
£43.8 million in cash received by Cablelink from a
subsidiary of NTL and contributions from NTL Group Limited of
£99.4 million. Net cash provided by financing
activities in 2000 includes contributions from NTL Group Limited
of £30.1 million and cash received by Cablelink from a
subsidiary of NTL of £24.8 million. Net cash used in
financing activities in 1999 includes the repayment of the
Companys 9% Subordinated Notes payable to Comcast UK
Holdings, Inc. of £13.1 million.

Contractual
Obligations and Commercial Commitments

On January 22, 2002, the Securities and
Exchange Commission issued FR-61, Commission Statement
about Managements Discussion and Analysis of Financial
Condition and Results of Operations. The release sets
forth certain views of the Securities and Exchange Commission
regarding disclosure that should be considered by registrants.
The Companys consolidated contractual obligations are
summarized below, and are fully disclosed in the Notes to
Consolidated Financial Statements.

The Company has no significant commercial
commitments at December 31, 2001.

The following table includes aggregate
information about the Companys contractual obligations as
of December 31, 2001 and the periods in which payments are
due. The entire long-term debt and capital lease obligations
have been classified as current due to the uncertainties about
compliance with the terms and conditions of the Companys
debt that would give the holders of the debt the right to
accelerate repayment.

|                                   |  |                        |       |             |  |       |     |       |  |         |     |  |  |   |     |  |  |   |       | 
|---------------------------------- |  | ---------------------- | ----- | ----------- |  | ----- | --- | ----- |  | ------- | --- |  |  | - | --- |  |  | - | ----- | 
|                                   |  |                       
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |       | Less than 1 |  | 1-3   |     | 4-5   |  | After 5
|Contractual Obligations            |  | Total                  |       | Year        |  | Years |     | Years |  | Years  
|                                   |  |                        |       |             |  |       |     |       |  |        
|                                   |  |                       
|                                   |  | (In millions)         
|Long-Term Debt                     |  | £                      | 355.7 |             |  | £     |    |       |  | £       |    |  |  | £ |    |  |  | £ | 355.7 | 
|Capital Lease Obligations          |  |                        | 3.8   |             |  |       | 1.1 |       |  |         | 1.4 |  |  |   | 0.9 |  |  |   | 0.4   | 
|Operating Leases                   |  |                        | 56.1  |             |  |       | 4.1 |       |  |         | 6.9 |  |  |   | 5.9 |  |  |   | 39.2  | 
|Unconditional Purchase Obligations |  |                        | 3.9   |             |  |       | 3.9 |       |  |         |    |  |  |   |    |  |  |   |      | 
|Other Long-Term Obligations        |  |                        | 68.0  |             |  |       |    |       |  |         |    |  |  |   |    |  |  |   | 68.0  | 
|Total Contractual Cash Obligations |  | £                      | 487.5 |             |  | £     | 9.1 |       |  | £       | 8.3 |  |  | £ | 6.8 |  |  | £ | 463.3 | 

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Critical
Accounting Policies

The consolidated financial statements of the
Company and related financial information are based on the
application of accounting principles generally accepted in the
United States, referred to as GAAP. GAAP requires the use of
estimates, assumptions, judgements and subjective
interpretations of accounting principles that have an impact on
the assets, liabilities, revenue and expense amounts reported,
as well as disclosures about contingencies, risk and financial
condition. The following critical accounting policies have the
potential to have a more significant impact on the
Companys financial statements, either because of the
significance of the financial statement item to which they
relate, or because they require more judgement and estimation
due to the uncertainty involved in measuring, at a specific
point in time, transactions which are continuous in nature.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A subsidiary of NTL provides infrastructure and
	management support services to the Company. The related charges
	represent the Companys portion of costs incurred by the
	subsidiary of NTL for the benefit of all UK operations within
	NTL. The charges are made on the basis of an allocation formula
	appropriate to each category of charge. The allocation is based
	on managements judgement of a reasonable methodology given
	the facts and circumstances.                                                                                                                                                                                                                                                                                       
|
| |  | The Company maintains an allowance for doubtful
	accounts receivable for estimated losses resulting from the
	potential inability of its customers to make payments. The
	allowance is estimated based on the current aging of
	receivables, prior collection experience and future expectations
	of conditions that might impact the collectibility. If the
	financial condition of our customers were to deteriorate
	resulting in an impairment in their ability to make payments,
	additions to the allowances may be required.                                                                                                                                                                                                                          
|
| |  | The Companys determination of the treatment
	of contingent liabilities in the financial statements is based
	on a view of the expected outcome of the applicable contingency.
	Legal counsel is consulted on matters related to litigation.
	Experts both within and outside the company are consulted with
	respect to other matters that arise in the ordinary course of
	business. A liability is accrued if the likelihood of an adverse
	outcome is probable and the amount is estimable.                                                                                                                                                                                                                                                              
|
| |  | The Company reviews long-lived assets and
	goodwill for impairment as described in the Notes to
	Consolidated Financial Statements. The Company obtained a
	valuation to assist with the determination of the fair value of
	long-lived assets and goodwill. In analyzing potential
	impairments, projections of future cash flows from the asset are
	used. The projections are based on assumptions, judgements and
	estimates of growth rates for the related business, anticipated
	future economic, regulatory and political conditions, the
	assignment of discount rates relative to risk and estimates of
	terminal values. Changes to these variables in the future may
	necessitate impairment charges to reduce the carrying value to
	fair value.
|
| |  | Fixed assets and intangible assets are assigned
	useful lives which impact the annual depreciation and
	amortization expense. The assignment of useful lives involves
	significant judgements and the use of estimates. Changes in
	technology or changes in intended use of these assets may cause
	the estimated useful life to change.                                                                                                                                                                                                                                                                                                                                                                                                                    

Results of
Operations

In December 1999, Cablelink was acquired by the
Company from NTL Communications Corp. This transaction was
accounted for at historical cost in a manner consistent with a
transfer of entities under common control, which is similar to
that used in a pooling of interests. Accordingly,
the Company consolidated the results of operations of Cablelink
from July 1999, the date it was originally acquired by NTL
Communications Corp.

11



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Summarized consolidated financial information for
the Company for the three years ended December 31, 2001 is
as follows (in thousands, NM denotes percentage is
not meaningful):

|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  
|-------------------------------------------------------- |  | ----------------------- | -------- | ------------------- |  | - | -------- | - |  | - | -------- | - |  |  | ------- | -
|                                                         |  |                         |          |                    
|                                                         |  | Year Ended December 31, |          | Increase/(Decrease)
|                                                         |  |                         |          |                    
|                                                         |  | 2001                    |          | 2000                |  | £ |          | %
|                                                         |  |                         |          |                     |  |   |          |  
|Revenues                                                 |  | £                       | 180,893  |                     |  | £ | 160,734  |   |  | £ | 20,159   |   |  |  | 12.5    |  
|Operating, selling, general and administrative
	expenses |  |                         | 163,758  |                     |  |   | 145,532  |   |  |   | 18,226   |   |  |  | 12.5    |  
|Asset impairment                                         |  |                         | 291,617  |                     |  |   |         |   |  |   | 291,617  |   |  |  | NM      |  
|Other charges                                            |  |                         | 5,651    |                     |  |   | 8,543    |   |  |   | (2,892   | ) |  |  | (33.9   | )
|Depreciation and amortization                            |  |                         | 100,916  |                     |  |   | 87,215   |   |  |   | 13,701   |   |  |  | 15.7    |  
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  
|Operating loss                                           |  |                         | (381,049 | )                   |  |   | (80,556  | ) |  |   | (300,493 | ) |  |  | (373.0  | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  
|Interest expense                                         |  |                         | 40,466   |                     |  |   | 36,251   |   |  |   | 4,215    |   |  |  | 11.6    |  
|Interest expense to affiliate                            |  |                         | 2,951    |                     |  |   | 199      |   |  |   | 2,752    |   |  |  | 1,382.9 |  
|Investment income                                        |  |                         | (504     | )                   |  |   | (1,510   | ) |  |   | (1,006   | ) |  |  | (66.6   | )
|Exchange losses and other                                |  |                         | 10,353   |                     |  |   | 27,588   |   |  |   | (17,235  | ) |  |  | (62.5   | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  
|(Loss) before income taxes                               |  |                         | (434,315 | )                   |  |   | (143,084 | ) |  |   | (291,231 | ) |  |  | (203.5  | )
|Income tax benefit                                       |  |                         | 3,267    |                     |  |   | 3,660    |   |  |   | (393     | ) |  |  | (10.7   | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  
|Net (loss)                                               |  | £                       | (431,048 | )                   |  | £ | (139,424 | ) |  | £ | (291,624 | ) |  |  | (209.2  | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |         |  

|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  
|-------------------------------------------------------- |  | ----------------------- | -------- | ------------------- |  | - | -------- | - |  | - | -------- | - |  |  | ------ | -
|                                                         |  |                         |          |                    
|                                                         |  | Year Ended December 31, |          | Increase/(Decrease)
|                                                         |  |                         |          |                    
|                                                         |  | 2000                    |          | 1999                |  | £ |          | %
|                                                         |  |                         |          |                     |  |   |          |  
|Revenues                                                 |  | £                       | 160,734  |                     |  | £ | 118,963  |   |  | £ | 41,771   |   |  |  | 35.1   |  
|Operating, selling, general and administrative
	expenses |  |                         | 145,532  |                     |  |   | 91,392   |   |  |   | 54,140   |   |  |  | 59.2   |  
|Other charges                                            |  |                         | 8,543    |                     |  |   |         |   |  |   | 8,543    |   |  |  | NM     |  
|Depreciation and amortization                            |  |                         | 87,215   |                     |  |   | 63,570   |   |  |   | 23,645   |   |  |  | 37.2   |  
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  
|Operating loss                                           |  |                         | (80,556  | )                   |  |   | (35,999  | ) |  |   | (44,557  | ) |  |  | (123.8 | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  
|Interest expense                                         |  |                         | 36,251   |                     |  |   | 31,542   |   |  |   | 4,709    |   |  |  | 14.9   |  
|Interest expense to affiliate                            |  |                         | 199      |                     |  |   |         |   |  |   | 199      |   |  |  | NM     |  
|Investment income                                        |  |                         | (1,510   | )                   |  |   | (5,429   | ) |  |   | (3,919   | ) |  |  | (72.2  | )
|Equity in net losses of affiliates                       |  |                         |         |                     |  |   | 6,801    |   |  |   | (6,801   | ) |  |  | (100.0 | )
|Gain on sale of investments                              |  |                         |         |                     |  |   | (404,750 | ) |  |   | (404,750 | ) |  |  | (100.0 | )
|Amalgamation costs                                       |  |                         |         |                     |  |   | 145      |   |  |   | (145     | ) |  |  | (100.0 | )
|Exchange losses and other                                |  |                         | 27,588   |                     |  |   | 7,584    |   |  |   | 20,004   |   |  |  | 263.8  |  
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  
|Income (loss) before income taxes                        |  |                         | (143,084 | )                   |  |   | 328,108  |   |  |   | (471,192 | ) |  |  | (143.6 | )
|Income tax benefit                                       |  |                         | 3,660    |                     |  |   | 1,357    |   |  |   | 2,303    |   |  |  | 169.7  |  
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  
|Net (loss) income                                        |  | £                       | (139,424 | )                   |  | £ | 329,465  |   |  | £ | (468,889 | ) |  |  | (142.3 | )
|                                                         |  |                         |          |                     |  |   |          |   |  |   |          |   |  |  |        |  

Revenue was £180.9 million,
£160.7 million and £119.0 million for the
years ended December 31, 2001, 2000 and 1999, respectively.
Revenue increased £20.2 million in 2001 as compared to
2000 as a result of price increases, upselling new services to
customers and from growth in the Companys customer base.
Substantially all of the increases in revenues, operating
expenses, selling, general and administrative expenses, and
depreciation and amortization expense from 1999 to 2000 are
attributable to the effects of the acquisition of Cablelink, as
well as the continued development of the Companys
operations and increased business activity resulting from the
growth in number of subscribers in Cambridge, Teesside and
Cablelink. Revenue increases

12



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##### Table of Contents



in the future are expected to be achieved by
providing new services such as digital television, cable modem
and mobile telephone services.


Operating costs (including network costs) were
£86.2 million, £65.8 million, and
£47.0 million for the years ended December 31,
2001, 2000 and 1999, respectively. Operating costs as a
percentage of service income was 47.7%, 41.0%, and 39.5% for
2001, 2000 and 1999, respectively. The increase in operating
costs from 2000 to 2001 is the result of increases in
interconnection and programming costs due to usage and customer
growth. Operating costs include certain costs which are charged
by a subsidiary of NTL for the provision of network services and
support, the use of NTLs national backbone telephony
network for carriage of the Companys telephony traffic, as
well as the provision of the technical infrastructure and
network capacity by NTL for the Companys subscription free
Internet service. In the years ended December 31, 2001 and
2000, these charges were £21.3 million and
£5.8 million, respectively. The increase in these
charges is primarily due to the ongoing operating integration of
the Company with the rest of NTL, as well as the introduction of
the Internet service. In the fourth quarter of 2001, the
Companys management adjusted certain operating cost
estimates. As a result, the Company recognized increased
operating costs of approximately £2.7 million in the
fourth quarter of 2001.

Selling, general and administrative expenses were
£77.6 million, £79.7 million and
£44.4 million in December 31, 2001, 2000 and
1999, respectively. Selling, general and administrative expense
includes certain costs which are charged by a subsidiary of NTL
for the provision of corporate services, including finance,
legal, HR and facility services, and for the provision of IT
services, including the Companys use of the related IT
equipment. These charges were £39.5 million,
£23.9 million and £2.9 million for 2001,
2000 and 1999, respectively. The increase in these charges is
primarily due to the ongoing operating integration of the
Company with the rest of NTL.

In 1999 the acquisition of Cablelink was made
against a background of increasing consolidation and record
valuations in the telecommunications industry. In 2001, the
Company performed a review of the recoverability of its
long-lived assets and associated goodwill which indicated that
the carrying value of certain assets would not be recoverable.
As a result of this analysis and review the Company recognized
an asset impairment relating to the write-down of goodwill in
the fourth quarter of 2001 in the amount of
£291.6 million.

Other charges of £5.7 million in 2001
and £8.5 million in 2000 were allocated to the Company
by a subsidiary of NTL. The 2001 expense includes
£4.2 million in costs related to information
technology integration, as well as costs incurred for business
rationalization consulting. The 2001 and 2000 expenses include
£1.5 million and £8.5 million, respectively,
for the Companys allocated share of NTLs UK
restructuring costs. These charges are made on the basis of an
allocation formula appropriate to each category of charge that
is based on managements judgement of a reasonable
methodology given the facts and circumstances.

Interest expense for the years ended
December 31, 2001, 2000 and 1999 was
£40.5 million, £36.3 million and
£31.5 million, respectively, representing an increase
of £4.2 million from 2000 to 2001 and an increase of
£4.7 million from 1999 to 2000. The increase from 2000
to 2001 is due to the 2007 Discount Debentures reaching their
face value in November 2000. The increase from 1999 to 2000 is
primarily attributable to the compounding of interest on the
2007 Discount Debentures. The increase from 1999 to 2000 was
partially offset by the repayment of the note payable to Comcast
UK Holdings, Inc. in September 1999.

Interest expense to affiliate was
£3.0 million and £199,000 in 2001 and 2000,
respectively, due to increased borrowings and a full year of
interest in 2001.

Investment income for the years ended
December 31, 2001, 2000 and 1999 was £504,000,
£1.5 million and £5.4 million, respectively.
The decreases are primarily attributable to decreases in the
average cash balances available for investment in 2001, 2000 and
1999 and the termination of loans to Cable London in November
1999.

Equity in net losses of affiliates for the year
ended December 31, 1999 was £6.8 million. Cable
London was sold in November 1999.

13



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##### Table of Contents



Gain on sale of investments of
£404.8 million in 1999 is from the sale of Cable
London in November 1999.

The Company incurred £145,000 costs
associated with the amalgamation with NTL in the year ended
December 31, 1999.

Exchange losses and other for the years ended
December 31, 2001, 2000 and 1999 were
£10.4 million, £27.6 million and
£7.6 million, respectively. These changes primarily
result from the impact of fluctuations in the valuation of the
UK Pound Sterling on the 2007 Discount Debentures, which are
denominated in US Dollars. The Companys results of
operations will continue to be affected by foreign exchange rate
fluctuations.

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 Disposal of
Long-Lived Assets, effective for the Company on
January 1, 2002. This Statement supercedes 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.

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. In light of the significant impairment
charge that the Company recorded in 2001, the Company does not
expect that the adoption of this new standard will have a
significant effect on the results of operations, financial
condition or cash flows of the Company. Amortization expense in
2001 related to goodwill and other indefinite lived intangible
assets was £30.5 million. The Company expects
amortization expense in 2002 will not be significant.




Item
7A.     Quantitative and Qualitative
Disclosures About Market Risk

The Company is exposed to market risk including
changes in foreign currency exchange rates. To manage the
volatility relating to this exposure, the Company may enter into
various derivative transactions pursuant to the Companys
policies and hedging practices. The Company does not hold or
issue any derivative financial instruments for trading purposes
and is not a party to leveraged instruments. The credit risks
associated with the Companys derivative financial
instruments would be controlled through the evaluation and
monitoring of the creditworthiness of the counterparties.

14



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##### Table of Contents



Interest Rate Sensitivity

Principal Amount by Expected Maturity


Average Interest Rate and Average Forward Foreign
Exchange Rate (US$/ UK Pounds)


|                                           |                               |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |          |  |  |  |   |  |  |   |       |   |  |   |       |  |  |   |       | 
|------------------------------------------ | ----------------------------- | ----------------------- |  | ---- |  | ---- |  | ----- |  | ---- |  | ---------- |  | ----- |  | -------- |  |  |  | - |  |  | - | ----- | - |  | - | ----- |  |  | - | ----- | 
|                                           |                               |                         |  |      |  |      |  |      
|                                           |                               | Year Ended December 31, |  |      |  |      |  | Fair 
|                                           |                               |                         |  |      |  |      |  | Value
|                                           |                               | 2002                    |  | 2003 |  | 2004 |  | 2005  |  | 2006 |  | Thereafter |  | Total |  | 12/31/01
|                                           |                               |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |         
|                                           |                               |                        
|                                           |                               | (In millions)          
|Long-Term Debt, including Current Portion  |                               |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |          |  |  |  |   |  |  |   |       |   |  |   |       |  |  |   |      
|11.20% Senior Discount Debentures due 2007 |                               |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |          |  |  |  |   |  |  |   |       |   |  |   |       |  |  |   |      
|                                           | Fixed Rate                    |                         |  |     |  |      |  |      |  |      |  |           |  |       |  |         |  |  |  |  |  |  | $ | 517.3 |   |  | $ | 517.3 |  |  | $ | 367.3 | 
|                                           | Average Interest Rate         |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |          |  |  |  |   |  |  |   | 11.2  | % |  |   |       |  |  |   |       | 
|                                           | Average Forward Exchange Rate |                         |  |      |  |      |  |       |  |      |  |            |  |       |  |          |  |  |  |   |  |  |   | .7024 |   |  |   |       |  |  |   |       | 




Risk factors

We have historically relied on NTL
Incorporated and its subsidiaries to meet our cash flow needs.
Unless NTLs proposed recapitalization plan is implemented,
it is likely that NTL will not be able to provide us with cash
in the future, at least in the short-term.

We do not generate sufficient cash flow from our
operations to fund our operational expenses and interest
payments. We have historically met our cash requirements through
debt or equity from NTL Incorporated and or NTL Incorporated
subsidiaries. Given NTL Incorporateds liquidity situation,
unless its proposed recapitalization plan is implemented, it is
likely that it will not be able to provide us with cash at least
for the short-term. Given our and NTL Incorporateds high
leverage and current liquidity situation, we may not be able to
raise cash through the issuance of debt or equity from banks or
other third-party lenders on reasonable terms or at all. If we
are unable to find alternative sources of cash, we may become
subject to bankruptcy proceedings in the U.S. or the U.K.

We currently have limited liquidity. If NTL
is unable to successfully implement a recapitalization, there is
substantial doubt about our ability to continue as a going
concern.

We have limited liquidity. NTL does not currently
have access to its historic sources of liquidity in the capital
markets and NTLs credit facilities are either fully drawn
or it is currently unable to access remaining undrawn amounts.
If NTL makes scheduled payments of interest and overdue payments
of interest, then it will not have sufficient cash resources to
meet its liquidity needs through the third quarter of 2002. As a
consequence, NTL needs to restructure its outstanding debt
and/or raise new funds. If NTL cannot restructure its
indebtedness or obtain additional liquidity in a timely manner,
we may face the possibility of insolvency proceedings in the
U.S. or the U.K.

The successful implementation of the
proposed recapitalization plan will require the support of
NTLs creditors.

The completion of the proposed recapitalization
plan contemplated by the agreement in principle with the
unofficial bondholder committee will require support from
NTLs creditors. Pursuant to the terms of NTLs credit
facilities waivers, the agreement in principle reached with the
unofficial committee is subject to the approval of the lenders
under NTLs credit facilities. The proposed
recapitalization plan would be implemented pursuant to a
Chapter 11 bankruptcy proceeding. Consummation of such a
plan will require a favorable vote by impaired classes of
creditors, satisfaction of bankruptcy law requirements and
confirmation by the bankruptcy court, which, as a court of
equity, may exercise substantial discretion and choose not to
confirm any plan of reorganization NTL agrees with its
creditors. Even if such a plan received the necessary support
from NTLs creditors, there can be no assurance that it
would be completed. If a protracted reorganization was 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.

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We cannot be certain that NTLs bank
lenders will consent to the proposed recapitalization plan or
grant NTL any new waivers it may need.

Before NTL could commence negotiations with the
unofficial committee of bondholders it needed to obtain waivers
from the lenders under its 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 provide that NTLs commencement of
negotiations with bondholders with a view to rescheduling of its
debt will not constitute an event of default under its credit
facilities.

The waivers prohibit NTL 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 waivers also
prohibit NTL from commencing voluntary dissolution proceedings,
including proceedings under Chapter 11 of the U.S.
Bankruptcy Code, without the consent of these lenders. If NTL is
unable to obtain the consent of the lenders, it will not be able
to make a voluntary Chapter 11 filing as contemplated in
connection with the proposed plan.

The waivers in respect of the UK credit
facilities, if not extended, will terminate on April 30,
2002, unless the missed interest payments on April 1, 2002
are remedied or a sufficient number of bondholders have agreed
to waive or forbear from exercising in respect of such
non-payment, in which case, the waivers will be extended to May
14, 2002. If the waivers terminate and NTL continues to
negotiate with bondholders or the non-payment of interest is not
cured, there will be events of default under NTLs credit
facilities that will entitle the lenders to accelerate
repayment. In addition, the lenders could also seek to take
control over the assets over which they hold security in an
insolvency proceeding.

NTL did not pay interest due on some of its
outstanding notes on April 1 and April 15, 2002; NTL
may not cure the existing event of default. NTL may not make
future interest payments on most of its outstanding
notes.

NTL Incorporated, NTL (Delaware), Inc. and NTL
Communications did not make scheduled interest payments and
payments of related fees due April 1 and April 15,
2002.

If NTL fails to pay interest on these notes after
a 30 day grace period expires (on April 30, 2002 in
the case of the missed interest payments due April 1,
2002), events of default for failure to pay interest would occur
under the relevant indentures and, contemporaneously, cross
defaults would occur under other of the indentures at NTL
Communications, NTL Delaware, NTL Incorporated and under the UK
credit facilities and could occur under the Cablecom facility.
This would give 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 unless we obtain waivers or forbearance
agreements from sufficient percentages of its creditors. If that
right to accelerate was exercised, NTL would not have sufficient
cash resources to repay those debts, which could ultimately lead
to bankruptcy proceedings relating to the entities so affected.

NTL has no current availability under its
existing credit facilities.

NTL has no current ability to borrow under its
existing UK credit facilities as it has borrowed the full
amounts available. Furthermore, NTL Triangle does not currently
have any credit facilities.

Uncertainty over NTLs financial
condition may harm our business and our brand
name.

Media speculation regarding NTLs 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. For example, one of NTLs 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 NTLs 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 NTL successfully completes

16



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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 NTLs 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. NTL 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 NTLs directors and
senior managers, which could adversely affect the operation of
our business.

NTLs 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.

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 our
indebtedness.

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 residential business in the UK, we expect subscriber
numbers to potentially 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.

One of our key strategies is to reduce customer
churn. 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 the entire NTL network. NTL does 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.

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Failure to successfully market broadband to
our existing residential 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 residential client base.
Broadband usage by residential customers is in its infancy.
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.

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 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, 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. Our investments in these new services
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.

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##### Table of Contents



We are subject to currency risk because we
obtain a substantial amount of financing in U.S. dollars 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 and
Euro, while we pay interest and principal obligations with
respect to most of our existing indebtedness in U.S. dollars. 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 debt will be higher and we will incur
currency losses.

19



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##### Table of Contents








|        |                                             
|------- | --------------------------------------------
|Item 8. | Financial Statements and Supplementary
	Data

The consolidated financial statements of the
Company are filed under this Item commencing on page F-1 of
this Report.




Item 9.     Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.




PART III




Items 10, 11, 12 and 13.

Omitted, pursuant to General
Instruction I(2)(c) of Form 10-K.




PART IV






|         |                                                                 
|-------- | ----------------------------------------------------------------
|Item 14. | Exhibits, Financial Statement Schedules and
	Reports on Form 8-K

(a) The following consolidated financial
statements of NTL (Triangle) LLC are included in Part II,
Item 8:

|                                                                                                |  |      |     | 
|----------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                |  | Page
|                                                                                                |  |     
|Report of Independent Auditors                                                                  |  |      | F-1 | 
|Consolidated Balance Sheets 
	December 31, 2001 and 2000                                       |  |      | F-2 | 
|Consolidated Statements of Operations 
	Years Ended December 31, 2001, 2000 and 1999           |  |      | F-3 | 
|Consolidated Statements of Cash Flows 
	Years Ended December 31, 2001, 2000 and 1999           |  |      | F-4 | 
|Consolidated Statement of Shareholders
	Equity  Years Ended December 31, 2001, 2000 and
	1999 |  |      | F-5 | 
|Notes to Consolidated Financial Statements                                                      |  |      | F-6 | 

(b) (i) The following financial
statement schedule required to be filed by Items 8 and
14(d) of Form 10-K is included in Part II:



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Schedule II  Valuation and
	Qualifying Accounts                                                                                                                                   
|
| | All other schedules are omitted because they are
	not applicable, not required or the required information is
	included in the consolidated financial statements or notes
	thereto.

(c) Reports on Form 8-K.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed by the
	Company during the quarter ended December 31, 2001.

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(d) Exhibits required to be filed by
Item 601 of Regulation S-K:

|        |      |               |  |                                                                                                                                                                                                                                                                                                                                  
|------- | ---- | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |              
|No.     |      | EXHIBIT INDEX
|        |      |              
|        | 2.1  |               |  | Agreement and Plan of Amalgamation dated
	4 February 1998 among NTL Incorporated, NTL (Bermuda)
	Limited and the Company, as amended (Incorporated by reference
	to the Registration Statement of NTL Communications Corp. on
	Form S-4 (File No. 333-64727))                                                                    
|        | 2.2  |               |  | Deed of Transfer, dated December 13, 1999
	(Incorporated by reference to the Companys Current Report
	on Form 8-K, filed December 28, 1999)                                                                                                                                                                                     
|        | 3.1  |               |  | Certificate of Formation, filed with the Delaware
	Secretary of State on November 12, 1999 (Incorporated by
	reference to the Companys Current Report on Form 8-K,
	filed December 9, 1999)                                                                                                                                     
|        | 3.2  |               |  | Certificate of Amendment, filed with the Delaware
	Secretary of State on November 18, 1999 (Incorporated by
	reference to the Companys Current Report on Form 8-K,
	filed December 9, 1999)                                                                                                                                     
|        | 3.3  |               |  | Operating Agreement of NTL (Triangle) LLC, dated
	as of November 14, 1999 (Incorporated by reference to the
	Companys Current Report on Form 8-K, filed
	December 9, 1999)                                                                                                                                                      
|        | 3.4  |               |  | Corrected Certificate of Conversion, filed with
	the Delaware Secretary of State on November 16, 1999
	(Incorporated by reference to the Companys Current Report
	on Form 8-K, filed December 9, 1999)                                                                                                                          
|        | 4.1  |               |  | Instrument defining rights of common membership
	interests (included in Exhibit 3.3)                                                                                                                                                                                                                                             
|        | 4.2  |               |  | Indenture dated as of November 15, 1995,
	between the Company and Bank of Montreal Trust Company, as
	Trustee, with respect to the Companys 11.20% Senior
	Discount Debentures due 2007 (Incorporated by reference to the
	Companys Registration Statement on Form S-1 declared
	effective November 9, 1995, File No. 33-96932)
|        | 10.1 |               |  | Agreement dated August 14, 1998 among
	Telewest Communications plc, Telewest Communications Holding
	Limited, the Company and NTL Incorporated (Incorporated by
	reference to NTL Incorporateds Current Report on
	Form 8-K, dated August 18, 1998, File
	No. 000-22616)                                                        

21



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) 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 (TRIANGLE) LLC
| | (Registrant)      

| |     |                  
| | --- | -----------------
| | By: | NTL Group Limited

| |                          
| | -------------------------
| | Its Sole Managing Member 
| | (on behalf of Registrant)
|
| | /s/ JOHN GREGG           
| |                          
| | John Gregg               
| | Director                 

Dated: April 16, 2002

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant in the capacities
and on the date indicated.

|                                     |  |                                                          |  |               
|------------------------------------ |  | -------------------------------------------------------- |  | --------------
|Signature                            |  | Title                                                    |  | Date          
|                                     |  |                                                          |  |               
|/s/ BARCLAY KNAPPBarclay Knapp       |  | (Director of NTL Group Ltd.,
	the sole managing member)  |  | April 16, 2002
|                                    
|/s/ JOHN GREGGJohn Gregg             |  | (Director of NTL Group Ltd.,
	the sole managing member)  |  | April 16, 2002
|                                    
|/s/ ROBERT MACKENZIERobert Mackenzie |  | (Secretary of NTL Group Ltd.,
	the sole managing member) |  | April 16, 2002

22



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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholder

NTL (Triangle) LLC


We have audited the accompanying consolidated
balance sheets of NTL (Triangle) LLC and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated
statements of operations, shareholders equity and cash
flows for each of the three years in the period ended
December 31, 2001. Our audits also included the financial
statement schedule listed in the index at Item 14(b)(i).
These financial statements and financial statement schedule are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all material
respects, the consolidated financial position of NTL (Triangle)
LLC and subsidiaries as of December 31, 2001 and 2000, and
the consolidated results of their operations and their cash
flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion,
the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set
forth therein.

The accompanying financial statements have been
prepared assuming that NTL (Triangle) LLC will continue as a
going concern. As more fully described in Note 1, the
Company is a wholly-owned, indirect subsidiary of NTL
Incorporated, and has relied on subsidiaries of NTL Incorporated
for funding. NTL Incorporateds substantial leverage, its
current debt and equity trading levels and its non-compliance
with certain debt covenants in 2002 have eliminated its access
to its historic sources of capital. NTL Incorporated has
initiated a recapitalization process, the success of which is
dependent upon adequate liquidity to complete the process as
well as agreement of NTL Incorporateds creditors and
preferred stockholders. These conditions raise substantial doubt
about NTL Incorporateds and the Companys ability to
continue as going concerns. Managements plans in regard to
these matters are also described in Note 1. The financial
statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.



| |                      
| | ---------------------
| | /s/ ERNST & YOUNG LLP

New York, New York

April 16, 2002


F-1



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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED BALANCE SHEETS

|                                       |                                                                                               |                            |         |          |         |   |         |         |         | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------- | ------- | -------- | ------- | - | ------- | ------- | ------- | 
|                                       |                                                                                               |                           
|                                       |                                                                                               | December 31,              
|                                       |                                                                                               |                           
|                                       |                                                                                               | 2001                       |         | 2000    
|                                       |                                                                                               |                            |         |         
|                                       |                                                                                               |                           
|                                       |                                                                                               | (In £000s, except        
|                                       |                                                                                               | share data)               
|ASSETS                                
|CURRENT ASSETS                         |                                                                                               |                            |         |          |         |   |         |        
|                                       | Cash and cash equivalents                                                                     |                            | £       | 34,927   |         |   | £       | 4,706   |        
|                                       | Accounts receivable, less allowance for doubtful
	accounts of £9,921 (2001) and £8,914 (2000) |                            |         | 24,962   |         |   |         | 18,933  |        
|                                       | Other current assets                                                                          |                            |         | 7,160    |         |   |         | 13,850  |        
|                                       |                                                                                               |                            |         |          |         |   |         |        
|                                       |                                                                                               | Total current assets       |         |          | 67,049  |   |         |         | 37,489  | 
|Property and Equipment, Net            |                                                                                               |                            | 473,476 |          |         |   | 466,157 |        
|Intangible Assets, Net                 |                                                                                               |                            | 62,204  |          |         |   | 395,683 |        
|Other Assets, Net                      |                                                                                               |                            |        |          |         |   | 21,276  |        
|                                       |                                                                                               |                            |         |          |         |   |         |        
|                                       |                                                                                               | £                          | 602,729 |          |         | £ | 920,605 |        
|                                       |                                                                                               |                            |         |          |         |   |         |        
|LIABILITIES AND SHAREHOLDERS
	EQUITY 
|CURRENT LIABILITIES                    |                                                                                               |                            |         |          |         |   |         |        
|                                       | Accounts payable and accrued expenses                                                         |                            | £       | 43,578   |         |   | £       | 53,268  |        
|                                       | Interest payable                                                                              |                            |         | 4,980    |         |   |         | 4,883   |        
|                                       | Deferred revenue                                                                              |                            |         | 11,592   |         |   |         | 14,928  |        
|                                       | Due to affiliates                                                                             |                            |         | 3,265    |         |   |         | 24,316  |        
|                                       | Current portion of long-term debt                                                             |                            |         | 358,781  |         |   |         | 662     |        
|                                       |                                                                                               |                            |         |          |         |   |         |        
|                                       |                                                                                               | Total current liabilities  |         |          | 422,196 |   |         |         | 98,057  | 
|Loans from Affiliate                   |                                                                                               |                            | 67,956  |          |         |   | 25,549  |        
|Long-term Debt, less current portion   |                                                                                               |                            |        |          |         |   | 348,761 |        
|Commitments and Contingent Liabilities |                                                                                               |                            |         |          |         |   |         |        
|Deferred Income Taxes                  |                                                                                               |                            | 5,519   |          |         |   | 8,611   |        
|SHAREHOLDERS EQUITY                   |                                                                                               |                            |         |          |         |   |         |        
|                                       | Common membership interests, .01 par
	value  authorized and issued 800,000 shares            |                            |         | 8        |         |   |         | 8       |        
|                                       | Additional capital                                                                            |                            |         | 493,537  |         |   |         | 394,107 |        
|                                       | Accumulated other comprehensive (loss) income                                                 |                            |         | (205     | )       |   |         | 746     |        
|                                       | (Accumulated deficit) retained earnings                                                       |                            |         | (386,282 | )       |   |         | 44,766  |        
|                                       |                                                                                               |                            |         |          |         |   |         |        
|                                       |                                                                                               | Total shareholders equity |         |          | 107,058 |   |         |         | 439,627 | 
|                                       |                                                                                               |                            |         |          |         |   |         |        
|                                       |                                                                                               | £                          | 602,729 |          |         | £ | 920,605 |        
|                                       |                                                                                               |                            |         |          |         |   |         |        

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |          |  
|--------------------------------- | ----------------------------------- | ----------------------- | -------- | ------- | - | ---- | -------- | ------- | - | - | -------- | -------- | -
|                                  |                                     |                        
|                                  |                                     | Year Ended December 31,
|                                  |                                     |                        
|                                  |                                     | 2001                    |          | 2000    |   | 1999
|                                  |                                     |                         |          |         |   |     
|                                  |                                     |                        
|                                  |                                     | (In £000s)            
|REVENUES                          |                                     |                         |          |         |   |      |          |         |   |   |          |         
|                                  | Service income                      |                         | £        | 180,893 |   |      | £        | 160,734 |   |   | £        | 118,963  |  
|COSTS AND EXPENSES                |                                     |                         |          |         |   |      |          |         |   |   |          |         
|                                  | Operating                           |                         |          | 86,207  |   |      |          | 65,843  |   |   |          | 47,034   |  
|                                  | Selling, general and administrative |                         |          | 77,551  |   |      |          | 79,689  |   |   |          | 44,358   |  
|                                  | Asset impairment                    |                         |          | 291,617 |   |      |          |        |   |   |          |         |  
|                                  | Other charges                       |                         |          | 5,651   |   |      |          | 8,543   |   |   |          |         |  
|                                  | Depreciation and amortization       |                         |          | 100,916 |   |      |          | 87,215  |   |   |          | 63,570   |  
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         
|                                  |                                     |                         | 561,942  |         |   |      | 241,290  |         |   |   | 154,962  |         
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         
|OPERATING LOSS                    |                                     |                         | (381,049 | )       |   |      | (80,556  | )       |   |   | (35,999  | )       
|OTHER (INCOME) EXPENSE            |                                     |                         |          |         |   |      |          |         |   |   |          |         
|                                  | Interest expense                    |                         |          | 40,466  |   |      |          | 36,251  |   |   |          | 31,542   |  
|                                  | Interest expense to affiliate       |                         |          | 2,951   |   |      |          | 199     |   |   |          |         |  
|                                  | Investment income                   |                         |          | (504    | ) |      |          | (1,510  | ) |   |          | (5,429   | )
|                                  | Equity in net losses of affiliates  |                         |          |        |   |      |          |        |   |   |          | 6,801    |  
|                                  | Gain on sale of investments         |                         |          |        |   |      |          |        |   |   |          | (404,750 | )
|                                  | Amalgamation costs                  |                         |          |        |   |      |          |        |   |   |          | 145      |  
|                                  | Exchange losses and other           |                         |          | 10,353  |   |      |          | 27,588  |   |   |          | 7,584    |  
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         
|                                  |                                     |                         | (53,266  | )       |   |      | 62,528   |         |   |   | (364,107 | )       
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         
|(Loss) income before income taxes |                                     |                         | (434,315 | )       |   |      | (143,084 | )       |   |   | 328,108  |         
|Income tax benefit                |                                     |                         | 3,267    |         |   |      | 3,660    |         |   |   | 1,357    |         
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         
|NET (LOSS) INCOME                 |                                     | £                       | (431,048 | )       |   | £    | (139,424 | )       |   | £ | 329,465  |         
|                                  |                                     |                         |          |         |   |      |          |         |   |   |          |         

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |          |          |          |  
|------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | ---------------------------------------------------- | -------- | ------- | ------- | ------- | -------- | ------- | ------- | ------- | -------- | -------- | -------- | -
|                                                 |                                                                                                      |                                                       
|                                                 |                                                                                                      | Year Ended December 31,                               
|                                                 |                                                                                                      |                                                       
|                                                 |                                                                                                      | 2001                                                   |                                                      | 2000     |         | 1999   
|                                                 |                                                                                                      |                                                        |                                                      |          |         |        
|                                                 |                                                                                                      |                                                       
|                                                 |                                                                                                      | (In £000s)                                           
|OPERATING ACTIVITIES                             |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 | Net (loss) income                                                                                    |                                                        | £                                                    | (431,048 | )       |         | £       | (139,424 | )       |         | £       | 329,465  |         
|                                                 | Adjustments to reconcile net income
	(loss) to net cash (used in) provided by operating
	activities: |                                                        |                                                      |          |         |         |         |          |         |         |         |          |         
|                                                 |                                                                                                      | Depreciation and amortization                          |                                                      |          | 100,916 |         |         |          | 87,215  |         |         |          | 63,570   |         
|                                                 |                                                                                                      | Asset impairment                                       |                                                      |          | 291,617 |         |         |          |        |         |         |          |         |         
|                                                 |                                                                                                      | Amortization of premium on foreign exchange
	contracts |                                                      |          |        |         |         |          | 2,308   |         |         |          | 2,770    |         
|                                                 |                                                                                                      | Non-cash interest expense                              |                                                      |          |        |         |         |          | 30,860  |         |         |          | 30,851   |         
|                                                 |                                                                                                      | Non-cash investment income                             |                                                      |          |        |         |         |          |        |         |         |          | (1,870   | )       
|                                                 |                                                                                                      | Gain on sale of investment                             |                                                      |          |        |         |         |          |        |         |         |          | (404,750 | )       
|                                                 |                                                                                                      | Exchange losses (gains)                                |                                                      |          | 10,372  |         |         |          | 25,904  |         |         |          | 4,994    |         
|                                                 |                                                                                                      | Equity in net losses of affiliates                     |                                                      |          |        |         |         |          |        |         |         |          | 6,801    |         
|                                                 |                                                                                                      | Other                                                  |                                                      |          | 601     |         |         |          | (1,551  | )       |         |          | (1,116   | )       
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 |                                                                                                      |                                                        | (27,542                                              | )        |         |         | 5,312   |          |         |         | 30,715  |         
|                                                 |                                                                                                      | Accounts receivable and other current assets           |                                                      |          | 281     |         |         |          | (20,867 | )       |         |          | 360      |         
|                                                 |                                                                                                      | Accounts payable and other current liabilities         |                                                      |          | (18,260 | )       |         |          | 35,233  |         |         |          | 12,022   |         
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 |                                                                                                      |                                                        | Net cash (used in) provided by operating
	activities |          |         | (45,521 | )       |          |         | 19,678  |         |          |          | 43,097   |  
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|INVESTING ACTIVITIES                             |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 | Acquisition, net of cash acquired                                                                    |                                                        |                                                      | (2,726   | )       |         |         |         |         |         |         | (422,070 | )       
|                                                 | Proceeds from sale of affiliate                                                                      |                                                        |                                                      |         |         |         |         |         |         |         |         | 428,018  |         
|                                                 | Fixed asset deposit with affiliate                                                                   |                                                        |                                                      |         |         |         |         |         |         |         |         | (51,915  | )       
|                                                 | Capital expenditures                                                                                 |                                                        |                                                      | (64,192  | )       |         |         | (96,226  | )       |         |         | (57,216  | )       
|                                                 | Additions to deferred charges                                                                        |                                                        |                                                      |         |         |         |         |         |         |         |         | (94      | )       
|                                                 | Purchase of marketable securities                                                                    |                                                        |                                                      |         |         |         |         | (2,166   | )       |         |         |         |         
|                                                 | Proceeds from sales of marketable securities                                                         |                                                        |                                                      |         |         |         |         | 2,199    |         |         |         |         |         
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 |                                                                                                      |                                                        | Net cash (used in) investing activities              |          |         | (66,918 | )       |          |         | (96,193 | )       |          |          | (103,277 | )
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|FINANCING ACTIVITIES                             |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 | Principal payments                                                                                   |                                                        |                                                      | (566     | )       |         |         | (1,448   | )       |         |         | (15,215  | )       
|                                                 | Loans from affiliates                                                                                |                                                        |                                                      | 43,800   |         |         |         | 24,784   |         |         |         |         |         
|                                                 | Contributions from NTL Group Limited                                                                 |                                                        |                                                      | 99,430   |         |         |         | 30,141   |         |         |         |         |         
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|                                                 |                                                                                                      |                                                        | Net cash provided by (used in) financing
	activities |          |         | 142,664 |         |          |         | 53,477  |         |          |          | (15,215  | )
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|Effect of exchange rate changes on cash          |                                                                                                      |                                                        | (4                                                   | )        |         |         | (151    | )        |         |         | (161    | )       
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|(Decrease) Increase in Cash and Cash Equivalents |                                                                                                      |                                                        | 30,221                                               |          |         |         | (23,189 | )        |         |         | (75,556 | )       
|Cash and Cash Equivalents, beginning of year     |                                                                                                      |                                                        | 4,706                                                |          |         |         | 27,895  |          |         |         | 103,451 |         
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         
|Cash and Cash Equivalents, end of year           |                                                                                                      | £                                                      | 34,927                                               |          |         | £       | 4,706   |          |         | £       | 27,895  |         
|                                                 |                                                                                                      |                                                        |                                                      |          |         |         |         |          |         |         |         |         

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENT OF SHAREHOLDERS
EQUITY

|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |          |  
|--------------------------- | --------------------------------- | ----------- | --- | ---------- |  | ------------- | - | ------------- |  | ------ | ------- | --------- |  | ----- | - | -------- | - | - | ---- | ---- | - | - | -------- | -------- | - | - | ------- | -------- | -
|                            |                                   |             |     |            |  |               |   | Accumulated   |  |        |         |          
|                            |                                   | Common      |     |            |  | Comprehensive |   | Other         |  |        |         |          
|                            |                                   |             |     | Additional |  | Income        |   | Comprehensive |  |        |         |          
|                            |                                   | Shares      |     | Par        |  | Capital       |   | (Loss)        |  | (Loss) |         | (Deficit) |  | Total
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |      
|                            |                                   |            
|                            |                                   | (in £000s)
|Balance, December 31, 1998  |                                   |             | 800 |            |  | £             | 8 |               |  | £      | 359,049 |           |  |       |   |          |   |   |      |      |   | £ | (145,275 | )        |   | £ | 213,782 |         
|                            | Pooling of interest acquisition   |             |     |            |  |               |   |               |  |        |         | 4,917     |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         | 4,917    |  
|                            | Net income                        |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | 329,465  |   |   |      |      |   |   |          | 329,465  |   |   |         | 329,465  |  
|                            | Currency translation adjustment   |             |     |            |  |               |   |               |  |        |         |           |  |       |   | (189     | ) |   | £    | (189 | ) |   |          |          |   |   |         | (189     | )
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|                            | Comprehensive income              |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | 329,276  |   |   |      |      |   |   |          |          |   |   |         |         |  
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|Balance, December 31, 1999. |                                   |             | 800 |            |  |               | 8 |               |  |        | 363,966 |           |  |       |   |          |   |   | (189 | )    |   |   | 184,190  |          |   |   | 547,975 |         
|                            | Contributions from NTL Group Ltd. |             |     |            |  |               |   |               |  |        |         | 30,141    |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         | 30,141   |  
|                            | Net loss                          |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | (139,424 | ) |   |      |      |   |   |          | (139,424 | ) |   |         | (139,424 | )
|                            | Currency translation adjustment   |             |     |            |  |               |   |               |  |        |         |           |  |       |   | 935      |   |   |      | 935  |   |   |          |          |   |   |         | 935      |  
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|                            | Comprehensive loss                |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | (138,489 | ) |   |      |      |   |   |          |          |   |   |         |          |  
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|Balance, December 31, 2000  |                                   |             | 800 |            |  |               | 8 |               |  |        | 394,107 |           |  |       |   |          |   |   | 746  |      |   |   | 44,766   |          |   |   | 439,627 |         
|                            | Contributions from NTL Group Ltd. |             |     |            |  |               |   |               |  |        |         | 99,430    |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         | 99,430   |  
|                            | Net loss                          |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | (431,048 | ) |   |      |      |   |   |          | (431,048 | ) |   |         | (431,048 | )
|                            | Currency translation adjustment   |             |     |            |  |               |   |               |  |        |         |           |  |       |   | (951     | ) |   |      | (951 | ) |   |          |          |   |   |         | (951     | )
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|                            | Comprehensive loss                |             |     |            |  |               |   |               |  |        |         |           |  |       | £ | (431,999 | ) |   |      |      |   |   |          |          |   |   |         |          |  
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         
|Balance, December 31, 2001  |                                   |             | 800 |            |  | £             | 8 |               |  | £      | 493,537 |           |  |       |   |          |   | £ | (205 | )    |   | £ | (386,282 | )        |   | £ | 107,058 |         
|                            |                                   |             |     |            |  |               |   |               |  |        |         |           |  |       |   |          |   |   |      |      |   |   |          |          |   |   |         |         

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

1.     Business and
Amalgamation with NTL Incorporated

NTL (Triangle) LLC (formerly Comcast UK Cable
Partners Limited) (formerly NTL (Bermuda) Limited) (formerly NTL
(Bermuda) LLC) (the Company) and its subsidiaries
are principally engaged in the development, construction,
management and operation of broadband communications networks
for telephone, cable television and Internet services in the
United Kingdom (UK) and Ireland. The Company owns
the companies that have franchises for Darlington and Teesside
(collectively, Teesside) and Cambridge Holding
Company Limited (Cambridge) in the UK, and NTL
Communications (Ireland) Limited (formerly Cablelink Limited)
(Cablelink), which owns the companies that provide
services in Dublin, Galway and Waterford, Ireland. The Company
previously owned a 50% interest in Cable London PLC (Cable
London) which it sold in November 1999 and a
27.5% interest in Birmingham Cable Corporation Limited
(Birmingham Cable) which it sold in
October 1998.

In November 1999, the Company converted to a
Delaware limited liability company and thereby changed its name
to NTL (Triangle) LLC. Under the Delaware Limited Liability
Company Act, the Company is deemed to be the same entity as it
was prior to the conversion.

On October 29, 1998, NTL Incorporated
(NTL), NTL (Bermuda) Limited, a wholly-owned
subsidiary of NTL, and Comcast UK Cable Partners Limited
(Partners) consummated a transaction (the
Amalgamation), whereby NTL (Bermuda) Limited merged
with Partners.

Immediately following the Amalgamation, the
Company and Bank of Montreal Trust Company, as trustee, executed
a First Supplemental Indenture (the First Supplemental
Indenture) relating to Partners 11.20% Senior
Discount Debentures due 2007 (the Debentures), which
provided for the assumption by the Company of the liabilities
and the obligations of Partners under the Indenture, dated as of
November 15, 1995, governing the Debentures (together with
the First Supplemental Indenture, the Indenture) and
the Debentures issued pursuant thereto. The First Supplemental
Indenture likewise provides that the Company shall succeed to,
and be substituted for, and may exercise every right and power
of, Partners under the Indenture and the Debentures.

Pursuant to then existing arrangements between
Partners and Telewest Communications plc (Telewest),
a co-owner of interests in Cable London and Birmingham Cable,
Telewest had certain rights to acquire either or both of
Partners interests in these systems as a result of the
Amalgamation. On August 14, 1998, Partners and NTL entered
into an agreement (the Telewest Agreement) with
Telewest relating to Partners ownership interests in
Birmingham Cable, Partners and Telewests respective
ownership interests in Cable London and certain other related
matters. Pursuant to the Telewest Agreement, in October 1998,
Partners sold its 27.5% ownership interest in Birmingham Cable
to Telewest for £125.0 million, plus
£5.0 million for certain subordinated debt and fees.
The Company recorded a gain of £110.5 million on the
sale. Additionally, in November 1999, the Company sold its 50%
ownership interest in Cable London to Telewest for
£428.0 million in cash. The Company recorded a gain of
£404.8 million on the sale.

Recapitalization
Process and Ability to Continue Operations

The Company 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
issuances of high-yield debt securities in the capital markets
and equity contributions from NTL Communications Corp. 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.

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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NTLs public equity is no longer trading on
the New York Stock Exchange, and NTL and its subsidiaries
debt securities are trading at or near all time lows. These
factors, together with the Companys substantial leverage,
mean the Company does not currently have access to its historic
sources of capital.

In addition, NTLs UK credit facilities are
fully drawn and NTLs Swiss subsidiaries are currently
unable to draw the remaining undrawn amounts under the Cablecom
credit facility. NTL Communications Corp., a wholly-owned
subsidiary of NTL Incorporated, did not pay cash interest on
certain series of its notes that was due on April 1, 2002
and April 15, 2002. NTL Incorporated and NTL (Delaware),
Inc., a wholly-owned subsidiary of NTL Incorporated, also did
not pay cash interest and related fees on a series of their
notes that was due on April 15, 2002. As of
December 31, 2001, NTL had approximately $505 million in
cash and cash equivalents on hand and, on April 4, 2002,
received approximately $303 million net cash proceeds from
the sale of its Australian business. NTL will require cash for
working capital and capital expenditures in 2002. If NTL makes
scheduled and overdue interest payments on its notes, then NTL
will not have sufficient cash resources to meet its liquidity
needs through the third quarter of 2002.

These liquidity concerns raise substantial doubt
about the Companys ability to continue as a going concern.
As a consequence NTL needs to restructure its outstanding debt
and/or raise new funds through the issuance of equity or
additional debt.

On January 31, 2002, NTL Incorporated
announced that it had appointed Credit Suisse First Boston,
JP Morgan and Morgan Stanley to advise on strategic and
recapitalization alternatives to strengthen NTLs balance
sheet and reduce debt and put an appropriate capital structure
in place for its business. Since then, NTL has been evaluating
various recapitalization alternatives to effect a comprehensive
consensual reorganization in a timely manner to minimize
negative effects on its business operations.

On April 16, 2002, NTL announced that NTL
and an unofficial committee of its public bondholders had
reached an agreement in principle on a comprehensive
recapitalization of NTL. The members of the committee hold in
the aggregate over 50% of the face value of NTL and its
subsidiaries public bonds. The recapitalization would
result in a conversion of approximately $10.8 billion in
debt into equity.

To implement the proposed recapitalization, NTL
Incorporated, NTL (Delaware), Inc., NTL Communications Corp.,
Diamond Cable Communications Limited and Diamond Holdings
Limited would file a pre-negotiated recapitalization plan in a
Chapter 11 case under the U.S. Bankruptcy Code. NTLs
operating subsidiaries would not be included in the
Chapter 11 filing. The agreement in principle is subject to
various conditions, including mutually acceptable terms with the
Companys bank lenders. The recapitalization transaction
contemplates that the bank debt will remain in place as part of
the recapitalization.

To facilitate the recapitalization, certain
members of the unofficial committee of bondholders would commit
to provide up to $500 million of new debt financing to
NTLs UK and Ireland operations during the Chapter 11
process and for the post-recapitalized NTL. The new financing
will ensure that NTLs business operations have access to
sufficient liquidity to continue ordinary operations.

Under the agreement in principle, NTL would be
split into two companies, one tentatively called NTL UK and
Ireland and holding all of its UK and Ireland assets, and one
tentatively called NTL Euroco and holding certain of its
continental European and other assets.

Holders of notes of NTL Incorporated, NTL
(Delaware), Inc., NTL Communications Corp. and Diamond Cable
Communications Limited would in the aggregate receive 100% of
the initial common stock of NTL UK and Ireland and
approximately 86.5% of the initial common stock of NTL Euroco.
NTL (Delaware), Inc. bondholders would have the option to
reinvest all or a portion of NTL (Delaware), Inc. cash in
additional shares of NTL UK and Ireland common stock, or to
receive such cash in the recapitalization.

F-7



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Notes of Diamond Holdings Limited and the Company
would remain outstanding and will be kept current in interest
payments. Current preferred and common 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 at the consummation of the proposed plan, in the
case of the rights, and for the duration of the warrants at
prescribed prices. 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 the entitys primary 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. It is
contemplated that subject to consummation of the
recapitalization France Telecom would also receive our 27%
interest in Noos, pursuant to a pledge of such interests to
France Telecom at the time of its acquisition by NTL.

During the recapitalization process, NTL has
maintained normal and regular trade terms with its suppliers and
customers. There can be no assurance that NTL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 NTL. See also
Risk Factors for a summary of risks related to
NTLs business in general and the recapitalization process
in particular.

Bank
Waivers

Before NTL could commence negotiations with the
unofficial committee of bondholders, it was necessary to obtain
waivers from the lenders under its 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.

But for the initial waivers, the commencement of
negotiations with bondholders would have been an event of
default under the credit facilities. If an event of default were
to occur, it would entitle the lenders under the credit
facilities to declare the principal amount of the outstanding
debt immediately due and payable. If this right was exercised,
it would result in an event of default under all of NTLs
outstanding notes, except for those issued by Diamond Cable
Communications, Diamond Holdings and the Company, entitling the
trustee or 25% of the holders of a series to accelerate the
repayment of that series of notes. NTL does not have sufficient
cash resources to repay its outstanding indebtedness if it is
declared immediately due and payable.

In connection with the granting of the initial
waivers, NTL agreed:



| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to provide the lenders with a 13 week
	rolling cash flow projection (updated every two weeks);                                                                                 
|
| |  | to keep the lenders informed of, and to provide
	documents in connection with, negotiations with bondholders or
	strategic investors or concerning proposed asset dispositions;
|
| |  | not to repurchase NTL notes; and                                                                                                                                               
|
| |  | not to make an exchange offer for NTL notes or
	enter into an agreement with NTL bondholders, subject to some
	exceptions, without the consent of the lenders.                 

Effective March 28, 2002, the lenders under
the credit facilities agreed to amend the initial waivers. The
amendments to the initial waivers extend the duration of the
initial waivers to April 30, 2002 in the case of the UK
credit facilities or May 14 in the case of the Cablecom
facility, unless the missed interest payments on April 1,
2002 are remedied or a sufficient number of bondholders agree to
forbear in respect of such non-payment, in which case, the UK
credit facilities waivers will be extended to May 14, 2002.
As a condition to the waivers continuing effectiveness, the UK
lenders required NTL Delaware to loan £90 million to
NTL

F-8



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

(UK) Group, Inc. following receipt of the
proceeds from the sale of NTL Australia. This loan is
structurally senior to the outstanding public notes issued by
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
in addition, NTL agreed, among other things, to:



| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | provide the bank lenders a timeline setting forth
	the steps proposed to be taken in connection with the
	recapitalization and the dates by which such steps are to be
	taken;                                                                             
|
| |  | use reasonable endeavors to consider with the
	lenders under the Cablecom credit facility possible means of
	credit enhancement;                                                                                                                           
|
| |  | provide the lenders under the Cablecom credit
	facility, by April 12, 2002, with an updated structure
	chart of NTL as well as a contingency business plan for Cablecom
	in the event that sufficient additional funding for Cablecom is
	not obtained; and
|
| |  | pay legal, accounting and other advisory fees of
	the agent or coordinators of the Cablecom credit facility.                                                                                                                                               

The amended waivers prevent NTL 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 prohibit NTL from commencing voluntary dissolution
proceedings, including proceedings under Chapter 11 of the
U.S. bankruptcy code, without the consent of these lenders.

As a consequence, we cannot enter into a binding
agreement with the unofficial bondholder committee or implement
the proposed plan without the consent of our bank lenders.

Cablecom GmbH is the principal trading company of
NTLs Swiss operations. There are 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 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 entitles the
lenders to accelerate repayment. Such an acceleration would
result in an event of default under NTL Incorporateds and
NTL Delawares 5.75% convertible subordinated notes due
2011 and 5.75% convertible subordinated notes due 2009,
entitling the trustee or the holders of 25% of each series of
notes to accelerate repayment. Under Swiss law, unless the over
indebtedness is rectified, those entities would be required to
commence an insolvency proceeding in Switzerland. A plan has
been formulated to rectify this overindebtedness. Implementation
of this plan prior to April 30, 2002 will mean those
entities will not be required to commence an insolvency
proceeding. Those proceedings would likely either be a court
supervised moratorium in which an independent administrator, or
commissioner, would be appointed to supervise the running of
each company during a restructuring or, if there is no viable
restructuring plan, a bankruptcy. The commencement of those
insolvency proceedings would also constitute an immediate event
of default and acceleration of the maturity of the convertible
subordinated notes referred to above.

NTL is currently in discussions with the lenders
under the Swiss credit facility regarding proposals to resolve
the over indebtedness issue as well as requesting that they
waive various additional covenant breaches under the credit
facility. There can be no assurance that NTL will reach
agreement on the resolution of the over indebtedness issue
within the time period required or obtain the requested waivers.

Interest
Payments on Public Notes

NTL has substantial interest payment obligations
under its existing indebtedness. NTL Communications Corp. did
not make scheduled interest payments due April 1, 2002, in
the aggregate amount of $74.3 million, in respect of its
9 1/2% notes due 2008, 11 1/2% notes due 2008 and
11 7/8% notes due 2010. In addition, NTL Communications did
not make interest payments and payments of related fees falling
due on April 15, 2002,

F-9



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NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

totaling $20.2 million, in respect of the
12 3/4% Senior Deferred Coupon Notes due 2005 and NTL
Incorporated and NTL Delaware did not make interest payments
falling due on April 15, 2002 in respect of their
5 3/4% Convertible Subordinated Notes due 2011. Those
payments were not made after consideration by NTL of requests by
the unofficial bondholder committee not to make those payments.
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. On May 15, 2002,
interest totaling $94.0 million is due on outstanding notes
of the Company and NTL Communications.

If the applicable issuer does not pay interest on
these notes after a 30 day grace period expires (on
April 30, 2002 in the case of the missed interest payments
due April 1, 2002), 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 April 30, 2002, such an event of default
would also result in an event of default in respect of other
debt (commonly called cross defaults) under all of NTLs
other notes, except for those issued by the Company, Diamond
Cable Communications or Diamond Holdings. As a result, upon the
expiration of the grace period, on April 30, 2002, events
of default for failure to pay interest would occur under the
relevant indentures at NTL Communications and,
contemporaneously, cross defaults would occur under NTLs
other indentures at NTL Communications, NTL Delaware, NTL
Incorporated and under NTLs UK credit facilities and could
occur under NTLs Cablecom facility. This would give
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
unless NTL obtains waivers or forbearance agreements from
sufficient percentages of its creditors. If that right to
accelerate was exercised, NTL would not have sufficient cash
resources to repay those debts, which could ultimately lead to
voluntary or involuntary bankruptcy proceedings relating to the
entities so affected. In addition, the lenders under NTLs
UK credit facilities have security over the assets of NTLs
UK operating subsidiaries, except for the Diamond and NTL
Triangle groups of companies. In the event that there was an
event of default under those facilities, the lenders could seek
to take control of those assets under applicable UK insolvency
law.

Credit Rating
Downgrades

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

Relationship
with Suppliers

The uncertainty over NTLs financial
condition may adversely affect our relationships with our
suppliers. If suppliers become increasingly concerned about
NTLs financial condition they may demand quicker payment
terms or not extend normal trade credit, both of which could
further adversely affect our results of operations.

Sale of NTL
Australia

On April 2, 2002, NTL announced that it had
completed the previously announced sale of its Australian
broadcast business to Macquarie Bank for A$850 million
(US$448 million) in an all cash transaction. The net
proceeds from the sale were approximately A$574 million
(US$303 million). At that time, the business bank
debt outstanding totaled A$227 million
(US$119 million).

On April 7, 2002, NTL Delaware loaned
£90 million to NTL (UK) Group Limited, which loan
was funded by the proceeds of the sale of NTL Australia. This
loan is subordinated to NTLs UK credit facilities. The
remaining proceeds of the sale of NTL Australia remain at NTL
Delaware and it is currently anticipated that such proceeds will
form a portion of the consideration to be offered to bondholders
of NTL Delaware and

F-10



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

NTL Incorporated in satisfaction of their claims
against NTL Delaware as part of the proposed plan of
reorganization.

As of December 31, 2001, long-term debt of
£358.1 million including notes payable of
£355.7 million have been classified as current
liabilities. This classification is due to uncertainties about
compliance with the terms and conditions of the debt that would
give the holders of the debt the right to accelerate repayment.

Basis of Presentation

As indicated above, 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 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.

Due to uncertainties about the compliance with
the terms and conditions of the Companys debt that would
give the holders of the debt the right to accelerate repayment,
all of the Companys long-term debt has been classified as
current.

2.     Summary of
Significant Accounting Policies

Use of
Estimates

The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Such estimates and assumptions impact, among others, the
following: the amounts charged to the Company by a subsidiary of
NTL for infrastructure and management support services to the
Company, the amount of uncollectible accounts receivable, the
amount to be paid for other liabilities and estimates related to
the value of long-lived assets and goodwill. Actual results
could differ from those estimates.

Principles of
Consolidation

The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in consolidation.

Foreign
Currency Translation

The financial statements of Cablelink have been
translated into UK pounds sterling in accordance with Statement
of Financial Accounting Standards (SFAS)
No. 52, Foreign Currency Translation. All
balance sheet accounts have been translated using the current
exchange rates at the balance sheet date. Statement of
operations amounts have been translated using the average
exchange rate for the period. The gains or losses resulting from
the change in exchange rates have been reported as a component
of accumulated other comprehensive income (loss). Foreign
currency transaction gains and losses are included in the
results of operations as incurred.

Cash
Equivalents

Cash equivalents are short-term, highly liquid
investments with maturities of three months or less when
purchased. Cash equivalents of £247,000 and £443,000
at December 31, 2001 and 2000, respectively, consist
principally of commercial paper, time deposits and money market
funds.

F-11



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Investments
in Affiliates

Investments in entities in which the Company had
the ability to exercise significant influence over the operating
and financial policies of the investee were accounted for under
the equity method. Equity method investments were recorded at
original cost and adjusted periodically to recognize the
Companys proportionate share of the investees net
income or losses after the date of investment, additional
contributions made and dividends received. The differences
between the Companys recorded investments and its
proportionate interests in the book value of the investees
net assets were being amortized to equity in net losses of
affiliates over the remaining original lives of the related
franchises of eight years.

Property and
Equipment

Property and equipment is stated at cost.
Improvements that extend asset lives are capitalized; other
repairs and maintenance charges are expensed as incurred.
Depreciation is computed by the straight-line method over the
estimated useful lives of the assets. Estimated useful lives are
as follows: operating equipment  6 to 40 years
and other equipment  3 to 40 years.

Intangible
Assets

Intangible assets include goodwill, license
acquisition costs, customer lists and other deferred charges.
Goodwill is the excess of the purchase price over the fair value
of net assets acquired in business combinations accounted for as
purchases. Goodwill is amortized on a straight-line basis over
the period benefited of 15 years. License acquisition costs
represent the portion of the purchase price allocated to the
cable television and telecommunications licenses acquired in
business combinations. License acquisition costs are amortized
on a straight-line basis over the remaining lives of the
licenses at acquisition of 5 years. Customer lists
represent the portion of the purchase price allocated to the
value of the customer base. Customer lists are amortized on a
straight-line basis over 5 years. The other deferred
charges are amortized on a straight-line basis primarily over 12
to 15 years.

Valuation of
Long-Lived Assets

Long-lived assets, including property and
equipment and intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. If the sum of the
expected future undiscounted cash flows is less than the
carrying amount of the asset, a loss is recognized for the
difference between the fair value and the carrying value of the
asset.

Derivative
Financial Instruments

The Company may use derivative financial
instruments to manage its exposure to fluctuations in foreign
currency exchange rates. Derivative financial instruments
entered into by the Company are periodically examined by the
Company to ensure that the instruments are matched with
underlying liabilities, reduce the Companys risks relating
to foreign currency exchange rates, and, through market value
and sensitivity analysis, maintain a high correlation to the
underlying value of the hedged item. For those instruments that
do not meet the above criteria, variations in their fair value
would be marked-to-market on a current basis in the
Companys consolidated statement of operations.

The Company does not hold or issue any derivative
financial instruments for trading or speculative purposes and is
not a party to leveraged instruments. The credit risks
associated with the Companys derivative financial
instruments would be controlled through the evaluation and
monitoring of the creditworthiness of the counterparties.

F-12



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Revenue
Recognition

Service income is recognized at the time the
service is rendered to the customer or the performance of the
service has been completed. Charges for services that are billed
in advance are deferred and recognized when earned.

Cable
Television System Costs, Expenses and Revenues

The Company accounts for costs, expenses and
revenues applicable to the construction and operation of its
cable television, telephone and telecommunications systems in
accordance with SFAS No. 51, Financial Reporting by
Cable Television Companies.

3.     Recent
Accounting Pronouncements

In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, effective for the Company on
January 1, 2002. This Statement supercedes 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.

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. In light of the significant impairment
charge that the Company recorded in 2001, the Company does not
expect that the adoption of this new standard will have a
significant effect on the results of operations, financial
condition or cash flows of the Company. Amortization expense in
2001 related to goodwill and other indefinite lived intangible
assets was £30.5 million. The Company expects
amortization expense in 2002 will not be significant.

4.     Asset
Impairment

As of December 31, 2001, the Company
performed an assessment of the carrying values of its long-lived
assets including goodwill. This assessment was initiated because
of the decline in NTLs stock price and significantly lower
valuations for companies within its industry. Additionally, at
the time of the Companys analysis, the book value of
NTLs net assets significantly exceeded its market
capitalization. Based upon these indications, the Company
performed an analysis of the realizable value of its investments
in consolidated entities. The fair value of the Companys
investments was determined by discounting the Companys
estimates of the expected future cash flows related to these
investments when the non-discounted cash flows indicated that
the long-lived assets would not be recoverable. The Company
recorded a write-down of goodwill of £291.6 million in
the fourth quarter of 2001 as a result of this analysis and
review.

F-13



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

5.     Joint
Purchasing Alliance Agreement

At December 31, 2000, other assets include a
receivable for a deposit of £21.3 million, which was
utilized under a Joint Purchasing Alliance Agreement entered
into between subsidiaries of the Company and Diamond Cable
Communications Limited, a subsidiary of NTL, for combined fixed
asset purchases. The Companys original deposit was
£51.9 million in March 1999. In 2001, the remaining
funds were used for purchases or returned.

6.     Property and
Equipment

Property and equipment consists of (in
£000s):

|                         |  |              |         |      |  |   |          |  
|------------------------ |  | ------------ | ------- | ---- |  | - | -------- | -
|                         |  |             
|                         |  | December 31,
|                         |  |             
|                         |  | 2001         |         | 2000
|                         |  |              |         |     
|Operating equipment      |  | £            | 561,252 |      |  | £ | 498,922  |  
|Other equipment          |  |              | 44,643  |      |  |   | 57,125   |  
|Construction in progress |  |              | 65,727  |      |  |   | 51,652   |  
|                         |  |              |         |      |  |   |          |  
|                         |  |              | 671,622 |      |  |   | 607,699  |  
|Accumulated depreciation |  |              | 198,146 |      |  |   | (141,542 | )
|                         |  |              |         |      |  |   |          |  
|                         |  | £            | 473,476 |      |  | £ | 466,157  |  
|                         |  |              |         |      |  |   |          |  

7.     Intangible
Assets

Intangible assets consist of (in
£000s):

|                                                                                                 |  |              |        |      |  |   |         | 
|------------------------------------------------------------------------------------------------ |  | ------------ | ------ | ---- |  | - | ------- | 
|                                                                                                 |  |             
|                                                                                                 |  | December 31,
|                                                                                                 |  |             
|                                                                                                 |  | 2001         |        | 2000
|                                                                                                 |  |              |        |     
|Goodwill, net of accumulated amortization of none
	(2001) and £34,955 (2000)                     |  | £            | 1,190  |      |  | £ | 314,953 | 
|License acquisition costs, net of accumulated
	amortization of £18,034 (2001) and £10,820 (2000) |  |              | 18,034 |      |  |   | 25,248  | 
|Customer lists, net of accumulated amortization
	of £15,210 (2001) and £8,365 (2000)             |  |              | 17,112 |      |  |   | 23,957  | 
|Other, net of accumulated amortization of
	£32,495 (2001) and £26,838 (2000)                     |  |              | 25,868 |      |  |   | 31,525  | 
|                                                                                                 |  |              |        |      |  |   |         | 
|                                                                                                 |  | £            | 62,204 |      |  | £ | 395,683 | 
|                                                                                                 |  |              |        |      |  |   |         | 

8.     Long-term
Debt

2007 Discount
Debentures

In November 1995, the Company received net
proceeds of approximately $291.1 million
(£186.9 million) from the sale of its 2007 Discount
Debentures in a public offering ($517.3 million principal
at maturity). Interest accreted on the 2007 Discount Debentures
at 11.20% per annum compounded semiannually from
November 15, 1995 to November 15, 2000, after which
date interest became payable in cash on each May 15 and
November 15 through November 15, 2007. The carrying
value of the 2007 Discount Debentures was
£355.7 million and £345.9 million as of
December 31, 2001 and 2000, respectively.

The 2007 Discount Debentures contain restrictive
covenants which limit the Companys ability to enter into
arrangements for the sale of assets, mergers, the incurrence of
additional debt and the payment of dividends.

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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Other

In 2000, Cambridge repaid the balance due under
its two bank loans of £433,000. Also included in long-term
debt at December 31, 2001 and 2000 are capital lease
obligations of £3.1 million and
£3.5 million, respectively.

As of December 31, 2001, long-term debt of
£358.1 million including the 2007 Discount Debentures
of £355.7 million and capital lease obligations of
£2.4 million have been classified as current
liabilities. This classification is due to uncertainties about
compliance with the terms and conditions of the debt that would
give the holders of the debt the right to accelerate repayment.

9.     Related Party
Transactions

In October 2000, Cablelink entered into a loan
agreement with a subsidiary of NTL under which
£68.0 million and £25.5 million had been
borrowed at December 31, 2001 and 2000, respectively. The
outstanding borrowings are due in October 2007. Interest is
payable quarterly in arrears beginning March 31, 2001. The
annual interest rate is set on January 1 of each year at
the 12-month EURIBOR rate plus 1%. The effective interest rate
at December 31, 2001 and 2000 was 5.69% and 4.88%,
respectively. Accrued interest of £916,000 and
£205,000 was included in due to affiliates in the
consolidated balance sheet at December 31, 2001 and
December 31, 2000, respectively.

Since the acquisition of the Company by NTL in
October 1998, a subsidiary of NTL has been providing
infrastructure and management support services to the Company.
Benefits include usage of NTL network assets, network
maintenance, marketing and shared overhead. Additionally, during
2001 certain elements of the Companys network operations
and customer operations have been integrated with NTLs
national and regional operations in order for the Company to
gain the advantage of NTLs scale.

The related charges, which began in the fourth
quarter of 1999, represent the Companys portion of costs
incurred by a subsidiary of NTL for the benefit of all
UK operations within NTL. These charges are made on the
basis of an allocation formula appropriate to each category of
charge. The Company was charged £60.8 million,
£29.7 million and £2.9 million in 2001, 2000
and 1999, respectively. For 2001 £21.3 million was
included in operating costs and £39.5 million was
included in selling, general and administrative expense. For
2000 £5.8 million was included in operating costs and
£23.9 million was included in selling general and
administrative expense. For 1999 £2.9 million was
included in selling, general and administrative expense. It is
not practicable to determine the amount of these expenses that
would have been incurred had the Company operated as an
unaffiliated entity. In the opinion of management of the
Company, the allocation method is reasonable.

As of December 31, 2001, the due to
affiliates balance include payments made to third parties on
behalf of the Company by a subsidiary of NTL. The Company has
reduced direct transaction with third parties as a result of the
continued integration of the Company with NTL. The Company has
therefore had its liabilities to third parties significantly
reduced, with a rise in amounts due to affiliates. The payments
made on behalf of the Company represent directly attributable
expenses incurred by the Company.

Other charges of £5.7 million in 2001
and £8.5 million in 2000 were allocated to the Company
by a subsidiary of NTL. The 2001 expense includes
£4.2 million in costs related to information
technology integration, as well as costs incurred for business
rationalization consulting. The 2001 and 2000 expense include
£1.5 million and £8.5 million, respectively,
for the Companys allocated share of NTLs UK
restructuring costs. These charges are made on the basis of an
allocation formula appropriate to each category of charge that
is based on managements judgement of a reasonable
methodology given the facts and circumstances.

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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of December 31, 2001, the Company has
received from its parent, in the form of equity contributions,
cash of £129.6 million which exceeds the allocated
costs charged to the Company.

Investment income includes £1.9 million
of interest income in 1999 relating to the loans to Birmingham
Cable and Cable London.

Notes payable to Comcast U.K. Holdings, Inc.
consisted of 9% Subordinated Notes payable of
£13.1 million which the Company repaid at maturity in
September 1999. During the year ended December 31, 1999,
interest expense on the Notes was £822,000.

10.     Stock
Options

The Company has not granted any stock options nor
have there been any stock options of the Company outstanding
since it was acquired by NTL in October 1998.

Pro forma information regarding net loss is
required by SFAS No. 123, and has been determined as if the
Company had accounted for employee stock options granted by NTL
for shares of NTL common stock under the fair value method of
that Statement. The pro forma expense is allocated to the
Company on the same basis as other payroll and related expenses.
The fair value for these options was estimated by NTL at the
date of grant using the Black-Scholes option pricing model with
the following weighted-average assumptions for 2001, 2000 and
1999: risk-free interest rate of 4.47%, 5.30% and 6.81%,
respectively, dividend yield of 0%, volatility factor of the
expected market price of the Companys common stock of
..702, .385 and .336, respectively, and a weighted-average
expected life of the and options of 10 years.

The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options
which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price
volatility. Because stock options granted by NTL have
characteristics significantly different from those of traded
options and because changes in the subjective input assumptions
can materially affect the fair value estimate, in
managements opinion, the existing models do not
necessarily provide a reliable single measure of the fair value
of the stock options granted by NTL.

For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to expense over
the options vesting period. The effects of applying SFAS
No. 123 on pro forma disclosures of net loss for the years
ended December 31, 2001, 2000 and 1999 are not likely to be
representative of the pro forma effects on net loss in future
years. Following is the Companys pro forma information:

|                            |  |                         |        |      |  |      |        |   |  |   |       | 
|--------------------------- |  | ----------------------- | ------ | ---- |  | ---- | ------ | - |  | - | ----- | 
|                            |  |                        
|                            |  | Year Ended December 31,
|                            |  |                        
|                            |  | 2001                    |        | 2000 |  | 1999
|                            |  |                         |        |      |  |     
|                            |  |                        
|                            |  | (In millions)          
|Net (loss) income           |  | £                       | (431.0 | )    |  | £    | (139.4 | ) |  | £ | 329.5 | 
|Pro forma net (loss) income |  | £                       | (443.4 | )    |  | £    | (153.3 | ) |  | £ | 325.1 | 

F-16



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

11.     Income
Taxes

Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of deferred
income taxes are as follows (in £000s):

|                               |                                                    |              |         |        |  |   |         |        | 
|------------------------------ | -------------------------------------------------- | ------------ | ------- | ------ |  | - | ------- | ------ | 
|                               |                                                    |             
|                               |                                                    | December 31,
|                               |                                                    |             
|                               |                                                    | 2001         |         | 2000  
|                               |                                                    |              |         |       
|Deferred tax liabilities:      |                                                    |              |         |        |  |   |         |       
|                               | Intangibles                                        |              | £       | 5,571  |  |   | £       | 7,828  | 
|                               | Fixed asset depreciation                           |              |         | 3,872  |  |   |         | 3,492  | 
|                               |                                                    |              |         |        |  |   |         |       
|Total deferred tax liabilities |                                                    |              | 9,443   |        |  |   | 11,320  |       
|Deferred tax assets:           |                                                    |              |         |        |  |   |         |       
|                               | Net operating loss carryforwards                   |              |         | 12,303 |  |   |         | 9,711  | 
|                               | Differences between book and tax basis of property |              |         | 38,155 |  |   |         | 32,947 | 
|                               | Other                                              |              |         | 3,412  |  |   |         | 1,844  | 
|                               |                                                    |              |         |        |  |   |         |       
|Total deferred tax assets      |                                                    |              | 53,870  |        |  |   | 44,502  |       
|Less: Valuation allowance      |                                                    |              | (49,946 | )      |  |   | (41,793 | )     
|                               |                                                    |              |         |        |  |   |         |       
|Net deferred tax assets        |                                                    |              | 3,924   |        |  |   | 2,709   |       
|                               |                                                    |              |         |        |  |   |         |       
|Net deferred tax liabilities   |                                                    | £            | 5,519   |        |  | £ | 8,611   |       
|                               |                                                    |              |         |        |  |   |         |       

The Companys wholly-owned subsidiaries have
a deferred tax asset arising from the carryforward of net
operating losses and the differences between the book and tax
basis of property. However, a valuation allowance has been
recorded as the realization of the deferred tax assets is
uncertain.

12.     Financial
Instruments

The following methods and assumptions were used
by the Company in estimating its fair value disclosures for
financial instruments.

Current assets and current liabilities:The carrying amounts of cash and cash
equivalents, accounts receivable, other current assets, accounts
payable and accrued expenses, interest payable, deferred revenue
and due to affiliates reported in the balance sheet approximate
fair value due to the short-term maturities of these assets and
liabilities.

Long-term debt:The
estimated fair value of the Companys publicly traded debt
is based on quoted market prices. The carrying amount of the
loans from affiliate approximates the fair value. Interest rates
that are currently available to the Company for issuance of debt
with similar terms and remaining maturities are used to estimate
fair value for debt issues for which quoted market prices are
not available. At December 31, 2001 and 2000, the estimated
fair values of the Companys long-term debt were
£252.6 million and £322.3 million,
respectively.

The Company is exposed to market risk including
changes in foreign currency exchange rates. To manage the
volatility relating to this exposure, the Company entered into
various derivative transactions pursuant to the Companys
policies and hedging practices. Positions were monitored using
techniques including market value and sensitivity analyses.
During 1995, the Company entered into foreign exchange put
option contracts (FX Puts) to limit the
Companys exposure to the risk that the eventual cash
outflows related to the Companys long-term debt
denominated in currencies other than its functional currency
(which is the UK Pound) are adversely affected by changes in
exchange rates. The Company had £250.0 million notional

F-17



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

amount of FX Puts to purchase United States
dollars at an exchange rate of $1.35 per £1.00. In November
2000, the Company sold all of its FX Puts with a carrying value
of £110,000 for £21,000, and recognized a loss on the
sale of £89,000. Premiums paid for the FX Puts of
£13.9 million were included in other assets in the
Companys consolidated balance sheet, net of related
amortization. These premiums were being amortized over the terms
of the related contracts of five years.

13.     Statement of
Cash Flows  Supplemental Information

The Company made cash payments for interest of
approximately £40.8 million, £367,000 and
£691,000 during the years ended December 31, 2001,
2000 and 1999, respectively.

The Companys wholly-owned subsidiaries
incurred capital lease obligations of £139,000 during the
year ended December 31, 1999.

14.     Commitments
and Contingencies

As of December 31, 2001, the Company was
committed to purchase approximately £3.9 million for
equipment and services.

Certain of the Companys facilities and
equipment are held under operating or capital leases which
expire in 2033.

A summary of assets held under capital lease are
as follows (in £000s):

|                               |  |              |        |      |  |   |        |  
|------------------------------ |  | ------------ | ------ | ---- |  | - | ------ | -
|                               |  |             
|                               |  | December 31,
|                               |  |             
|                               |  | 2001         |        | 2000
|                               |  |              |        |     
|Land, buildings and equipment  |  | £            | 11,647 |      |  | £ | 11,647 |  
|Less: Accumulated depreciation |  |              | (7,234 | )    |  |   | (6,185 | )
|                               |  |              |        |      |  |   |        |  
|                               |  | £            | 4,413  |      |  | £ | 5,462  |  
|                               |  |              |        |      |  |   |        |  

Future minimum rental payments at
December 31, 2001 are as follows (in £000s). The
capital lease payments in the table reflect the contractual
obligation, but the entire present value of minimum commitments
has been classified as current.

|                                                   |  |         |        |           |  |   |        | 
|-------------------------------------------------- |  | ------- | ------ | --------- |  | - | ------ | 
|                                                   |  | Capital |        | Operating
|                                                   |  | Leases  |        | leases   
|                                                   |  |         |        |          
|Year Ending December 31:                           |  |         |        |           |  |   |        | 
|2002                                               |  | £       | 1,067  |           |  | £ | 4,052  | 
|2003                                               |  |         | 749    |           |  |   | 3,651  | 
|2004                                               |  |         | 651    |           |  |   | 3,311  | 
|2005                                               |  |         | 517    |           |  |   | 2,963  | 
|2006                                               |  |         | 377    |           |  |   | 2,936  | 
|Thereafter                                         |  |         | 400    |           |  |   | 39,180 | 
|                                                   |  |         |        |           |  |   |        | 
|Total minimum rental commitments                   |  |         | 3,761  |           |  | £ | 56,093 | 
|                                                   |  |         |        |           |  |   |        | 
|Less: Amount representing interest                 |  |         | (698   | )         |  |   |        | 
|                                                   |  |         |        |           |  |   |        | 
|Present value of minimum rental commitments        |  |         | 3,063  |           |  |   |        | 
|Less: Current portion of capital lease obligations |  |         | (3,063 | )         |  |   |        | 
|                                                   |  |         |        |           |  |   |        | 
|Long-term portion of capital lease obligations     |  | £       |       |           |  |   |        | 
|                                                   |  |         |        |           |  |   |        | 

F-18



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##### Table of Contents



NTL (TRIANGLE) LLC


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Rental expense for the years ended
December 31, 2001, 2000 and 1999 was
£3.7 million, £4.0 million and
£2.7 million, respectively.

The Company is involved in legal proceedings and
claims which arise in the ordinary course of its business. In
the opinion of management, the amount of ultimate liability with
respect to these actions will not materially affect the
financial position, results of operations or liquidity of the
Company.

15.     Quarterly
Financial Information (Unaudited)

|               |  |             |         |         |  |         |         |            |  |       |         |   |  |   |          |   |  |   |          |  
|-------------- |  | ----------- | ------- | ------- |  | ------- | ------- | ---------- |  | ----- | ------- | - |  | - | -------- | - |  | - | -------- | -
|               |  | First       |         | Second  |  | Third   |         | Fourth     |  | Total
|               |  | Quarter     |         | Quarter |  | Quarter |         | Quarter(1) |  | Year 
|               |  |             |         |         |  |         |         |            |  |      
|               |  |            
|               |  | (In £000s)
|2001           |  |             |         |         |  |         |         |            |  |       |         |   |  |   |          |   |  |   |          |  
|Revenues       |  | £           | 42,043  |         |  | £       | 45,659  |            |  | £     | 43,949  |   |  | £ | 49,242   |   |  | £ | 180,893  |  
|Operating loss |  |             | (25,344 | )       |  |         | (20,184 | )          |  |       | (22,125 | ) |  |   | (313,396 | ) |  |   | (381,049 | )
|Net loss       |  |             | (54,719 | )       |  |         | (34,162 | )          |  |       | (16,900 | ) |  |   | (325,267 | ) |  |   | (431,048 | )
|2000           |  |             |         |         |  |         |         |            |  |       |         |   |  |   |          |   |  |   |          |  
|Revenues       |  | £           | 38,677  |         |  | £       | 38,935  |            |  | £     | 39,679  |   |  | £ | 43,443   |   |  | £ | 160,734  |  
|Operating loss |  |             | (6,485  | )       |  |         | (16,553 | )          |  |       | (23,857 | ) |  |   | (33,661  | ) |  |   | (80,556  | )
|Net loss       |  |             | (20,801 | )       |  |         | (40,807 | )          |  |       | (41,168 | ) |  |   | (36,648  | ) |  |   | (139,424 | )



---



|    |                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------
|(1) | In the fourth quarter of 2001, the Company
	incurred asset impairment charges of £291,617,000 and other
	charges of £5,651,000.

F-19



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##### Table of Contents



NTL (TRIANGLE) LLC

SCHEDULE II  VALUATION AND
QUALIFYING ACCOUNTS

Years Ended December 31, 2001, 2000 and
1999


|                                |      |             |  |            |  |              |  |         |  |  |  |         |      |  |  |        | 
|------------------------------- | ---- | ----------- |  | ---------- |  | ------------ |  | ------- |  |  |  | ------- | ---- |  |  | ------ | 
|                                |      |             |  | Additions  |  | (Deductions  |  |        
|                                |      | Balance at  |  | Charged to |  | from)        |  | Balance
|                                |      | Beginning   |  | Costs and  |  | Additions to |  | at End 
|                                |      | of Year     |  | Expenses   |  | Reserves     |  | of Year
|                                |      |             |  |            |  |              |  |        
|                                |      |            
|                                |      | (In £000s)
|Allowance for Doubtful Accounts |      |             |  |            |  |              |  |         |  |  |  |         |      |  |  |       
|                                | 2001 |             |  | £8,914     |  |              |  | £6,055  |  |  |  | £(5,048 | )(a) |  |  | £9,921 | 
|                                | 2000 |             |  | 9,452      |  |              |  | 3,149   |  |  |  | (3,687  | )(b) |  |  | 8,914  | 
|                                | 1999 |             |  | 2,840      |  |              |  | 3,129   |  |  |  | 3,483   | (c)  |  |  | 9,452  | 



---



|    |                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Uncollectible accounts written-off, net of
	recoveries of £4,956,000 and £92,000 foreign exchange
	currency translation adjustments.                                                                                                 
|   
|(b) | Uncollectible accounts written-off, net of
	recoveries of £3,677,000 and £10,000 foreign exchange
	currency translation adjustments.                                                                                                 
|   
|(c) | Uncollectible accounts written-off, net of
	recoveries of £1,038,000 and £172,000 foreign exchange
	currency translation adjustments, offset by £4,693,000
	allowance for doubtful accounts as of the acquisition date of
	Cablelink.

F-20