================================================================================
                                    FORM 10-K
                         ------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
     (Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 1999
     OR
          [ ]  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             (I.R.S. Employer Identification No.)
incorporation or organization)

          110 East 59th Street                         NTL (Bermuda) LLC
           New York, NY 10022                           41 Cedar Avenue
            (212) 906-8440                          Hamilton, HM 12, Bermuda
    (Address, including zip code,                (Former name and former address
        and telephone number,                          of the Registrant)
including area code, of Registrant's
    principal executive offices)

                        --------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
                        ---------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                          ----------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
                     Yes  __X__                     No ____

                           --------------------------
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.                                                            [ X ]
                           --------------------------
As of March 20, 2000, there were 800,000 shares of the Registrant's common stock
outstanding.  The  Registrant  is an indirect,  wholly-owned  subsidiary  of NTL
Incorporated, and there is no market for the Registrant's common stock.

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).
                           --------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
                           --------------------------
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<PAGE>
                               NTL (TRIANGLE) LLC
                               ------------------
                          1999 FORM 10-K ANNUAL REPORT
                          ----------------------------
                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------

Item  1  Business..............................................................1

Item  2  Properties............................................................1

Item  3  Legal Proceedings.....................................................1

Item  4  Submission of Matters to a Vote of Security Holders...................1


                                     PART II
                                     -------

Item  5  Market for the Registrant's Common Equity and
              Related Shareholder Matters .....................................1

Item  6  Selected Financial and Other Data.................................... 2

Item  7  Management's Discussion and Analysis of Financial Condition and
              Results of Operations........................................... 3

Item 7A  Quantitative and Qualitative Disclosures About Market Risk............5

Item  8  Financial Statements and Supplementary Data.......................... 7

Item  9  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure........................................25

                                    PART III
                                    --------

Item  10 Directors and Executive Officers of the Registrant...................25

Item  11 Executive Compensation...............................................25

Item  12 Security Ownership of Certain Beneficial Owners and Management.......25

Item  13 Certain Relationships and Related Transactions.......................25

                                     PART IV
                                     -------

Item  14 Exhibits, Financial Statement Schedules and Reports on Form 8-K......26

SIGNATURES....................................................................28

This Annual  Report on Form 10-K for the year ended  December 31,  1999,  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.

This Annual Report on Form 10-K contains  "forward-looking  statements"  as that
term is defined under the provisions of 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, projected, forecasted, estimated or budgeted,
whether expressed or implied, by such forward-looking  statements.  Such factors
include,   among  others:   general  economic  and  business   conditions,   the
Registrant'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 new  business  opportunities
requiring   significant   up-front   investment,   Year  2000   readiness,   and
availability, terms and deployment of capital.
<PAGE>
                                     PART I
                                     ------

ITEM 1    BUSINESS
------    --------

NTL (Triangle) LLC (formerly  Comcast UK Cable Partners  Limited)  (formerly NTL
(Bermuda)  Limited)  (formerly NTL (Bermuda)  LLC) (the  "Company") 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 ("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  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.,  a  wholly-owned  subsidiary  of NTL
Incorporated  ("NTL"),  acquired  Cablelink  for  IR(Pound)535.18  million  ((UK
Pound)421.9  million).  In December 1999, NTL Communications Corp. sold its 100%
interest in Cablelink to the Company for (UK  Pound)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. 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 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.  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.

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.

<PAGE>
ITEM 6    SELECTED FINANCIAL AND OTHER DATA
------    ---------------------------------

The  following  table  sets forth  certain  financial  data for the years  ended
December 31, 1999,  1998,  1997, 1996 and 1995. 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.

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                1999               1998               1997             1996                1995
                                                ----               ----               ----             ----                ----
                                                (1)                (2)                                 (3)
                                                                                  (In thousands)
<S>                                    <C>                 <C>                <C>                <C>                <C>
Statement of Operations Data:
Service income.........................(UK Pound)118,963   (UK Pound)77,649   (UK Pound)55,603   (UK Pound)31,358   (UK Pound)1,530
Consulting fee income..................                -                938              1,059              1,070             1,313
Operating loss.........................          (35,999)           (15,567)           (22,604)           (24,553)          (11,809)
Equity in net losses of affiliates.....           (6,801)           (19,696)           (21,359)           (18,432)          (23,677)
Income (loss) before extraordinary item          329,465             43,205            (67,356)           (40,575)          (28,962)
Extraordinary item.....................                -             (1,107)                 -                  -                 -
Net income (loss)......................          329,465             42,098            (67,356)           (40,575)          (28,962)



Balance Sheet Data:
At year end:
   Total assets........................(UK Pound)901,269  (UK Pound)514,802  (UK Pound)445,854  (UK Pound)484,370 (UK Pound)431,889
   Long-term debt......................          293,285            259,104            247,970            216,027           207,978
   Contributed capital.................          363,974            359,057            359,049            359,049           287,810
   Retained earnings (accumulated deficit).      184,190           (145,275)          (187,373)          (120,017)          (79,442)
<FN>
Notes to Selected Financial and Other Data

(1)  In 1999, the Company sold its 50.0%  ownership  interest in Cable London to
     Telewest  Communications  plc for (UK Pound)428.0  million and recognized a
     gain on the sale of (UK Pound)404.8 million.
(2)  In 1998, the Company sold its 27.5% ownership  interest in Birmingham Cable
     Corporation  Limited to  Telewest  Communications  plc for (UK  Pound)130.0
     million and recognized a gain on the sale of (UK Pound)110.5 million.
(3)  As a result of an  acquisition,  the  Company  consolidated  the  financial
     position  and results of  operations  of  Cambridge  beginning on March 31,
     1996.
</FN>
</TABLE>

                                      - 2 -
<PAGE>
ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------    ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------------------------------------------------

Liquidity and Capital Resources
-------------------------------

In November 1995, the Company issued $517.3 million principal amount at maturity
of 11.20% Senior Discount Debentures due 2007 (the "2007 Discount  Debentures").
Interest accretes on the 2007 Discount Debentures at 11.20% per annum compounded
semi-annually  from  November 15, 1995 to November  15,  2000,  after which date
interest  will be paid 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.

The Company will require approximately (UK Pound)117 million in 2000 for capital
expenditures  net of cash from operations.  Management  believes that the entire
(UK  Pound)117  million  required will be funded  through cash on hand,  debt or
equity  from NTL or its  subsidiaries  and from the  Joint  Purchasing  Alliance
Agreement  deposit of (UK Pound)40.1  million.  Subsidiaries  of the Company and
Diamond  Cable  Communications  plc,  a  subsidiary  of NTL,  entered  into this
agreement in 1999 for joint fixed asset purchases. The Company's ability to meet
its long-term  liquidity and capital  requirements is contingent upon Cambridge,
Teesside and Cablelink's  ability to generate positive  operating cash flow, or,
if necessary,  to obtain external financing,  although there can be no assurance
that any such financing will be obtained on acceptable terms and conditions.

Year 2000 Issue
---------------

The Company  had a  comprehensive  Year 2000  project  designed to identify  and
assess the risks associated with its information systems, products,  operations,
infrastructure,  suppliers,  and customers,  and to develop,  implement and test
remediation and contingency  plans to mitigate these risks. To date, the Company
has not experienced any significant problems related to the Year 2000.

Because the Company  uses a variety of  information  systems and has  additional
systems  embedded in its operations and  infrastructure,  it cannot be sure that
all of its systems will continue to work together in a Year 2000-ready  fashion.
Furthermore,  the  Company  cannot  be sure  that it will  not  suffer  business
interruptions,  either  because  of its own  Year  2000  problems  or  those  of
third-parties  upon whom the  Company  is reliant  for  services.  Therefore,  a
problem  that has not yet been  identified  may  arise and  could  have  adverse
consequences to the Company.

Consolidated Statement of Cash Flows
------------------------------------

Net cash provided by operating  activities  amounted to (UK Pound)43.1  million,
(UK  Pound)11.2  million and (UK Pound)7.5  million for the years ended December
31, 1999,  1998 and 1997,  respectively.  The  increase in net cash  provided by
operating activities in 1999 as compared to 1998 and in 1998 as compared to 1997
is  primarily  due to the  increase 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)  financing  activities  was ((UK  Pound)15.2)  million,  ((UK
Pound)5.6)  million and ((UK Pound)3.4) million for the years ended December 31,
1999, 1998 and 1997, respectively. 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 (UK  Pound)13.1  million.  Net  cash  used in  financing
activities in 1998 includes the proceeds, net of financing costs, provided under
the Company's credit facility of (UK Pound)98.5  million offset by the repayment
of such credit facility of (UK Pound)102.0 million.

Net cash  (used in)  provided  by  investing  activities  was ((UK  Pound)103.3)
million, (UK Pound)60.5 million and ((UK Pound)30.0) million for the years ended
December  31,  1999,  1998 and 1997,  respectively.  Net cash used in  investing
activities  in 1999  includes  the Joint  Purchasing  Agreement  deposit  of (UK
Pound)51.9  million for combined  purchases  of fixed assets by NTL  affiliates,
capital  expenditures of (UK Pound)57.2 million and the net acquisition costs of
Cablelink of (UK  Pound)422.1  million,  offset by the proceeds from the sale of
Cable London of (UK Pound)428 million. Net cash provided by investing activities
in 1998  includes  the  proceeds  from  the  sale  of  Birmingham  Cable  of (UK
Pound)130.0  million,  offset by capital expenditures of (UK Pound)61.8 million.
Net cash used in investing  activities in 1997 includes capital  expenditures of
(UK  Pound)82.1  million,  offset  by  proceeds  from the  sales  of  short-term
investments of (UK Pound)61.5 million.

                                      - 3 -
<PAGE>
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 results of Cablelink are
not included in the 1998 results.

Summarized  consolidated  financial  information  for the  Company for the three
years  ended  December  31,  1999 is as  follows  (in  thousands,  "NM"  denotes
percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                     Year Ended
                                                                    December 31,                         Increase/(Decrease)
                                                            1999                    1998              (UK Pound)           %
                                                            ----                    ----              ----------         -----
<S>                                                      <C>                <C>                   <C>                   <C>
Revenues.................................................(UK Pound)118,963  (UK Pound)78,587      (UK Pound)40,376        51.4
Operating, selling, general and administrative expenses..           91,392            60,569                30,823        50.9
Management fees..........................................                -             2,400                (2,400)         NM
Depreciation and amortization............................           63,570            31,185                32,385       103.8
                                                         -----------------  ----------------
Operating loss...........................................          (35,999)          (15,567)               20,432          NM
                                                         -----------------  ----------------
Interest expense.........................................           31,542            34,898                (3,356)       (9.6)
Investment income........................................           (5,429)           (9,054)               (3,625)      (40.0)
Equity in net losses of affiliates.......................            6,801            19,696               (12,895)      (65.5)
Gain on sale of investments..............................         (404,750)         (110,497)              294,253          NM
Amalgamation costs.......................................              145             4,095                (3,950)         NM
Exchange losses and other................................            7,584             2,090                 5,494          NM
                                                         -----------------  ----------------
Income before income taxes and extraordinary item........          328,108            43,205               284,903          NM
Income tax benefit.......................................            1,357                 -                 1,357          NM
                                                         -----------------  ----------------
Income before extraordinary item.........................          329,465            43,205               286,260          NM
Loss from early extinguishment of debt...................                -            (1,107)                1,107          NM
                                                         -----------------  ----------------
Net income...............................................(UK Pound)329,465  (UK Pound)42,098     (UK Pound)287,367          NM
                                                         =================  ================
</TABLE>

<TABLE>
<CAPTION>
                                                                     Year Ended
                                                                    December 31,                         Increase/(Decrease)
                                                            1998                    1997                (UK Pound)         %
                                                            ----                    ----                ----------       -----
<S>                                                       <C>               <C>                   <C>                  <C>
Revenues................................................. (UK Pound)78,587  (UK Pound)56,662      (UK Pound)21,925        38.7%
Operating, selling, general and administrative expenses..           60,569            50,474                10,095        20.0
Management fees..........................................            2,400             3,204                  (804)      (25.1)
Depreciation and amortization............................           31,185            25,588                 5,597        21.9
                                                         -----------------  ----------------
Operating loss...........................................          (15,567)          (22,604)               (7,037)      (31.1)
                                                         -----------------  ----------------
Interest expense.........................................           34,898            25,243                 9,655        38.2
Investment income........................................           (9,054)           (7,259)                1,795        24.7
Equity in net losses of affiliates.......................           19,696            21,359                (1,663)       (7.8)
Gain on sale of investments..............................         (110,497)                -              (110,497)         NM
Amalgamation costs.......................................            4,095                 -                 4,095          NM
Exchange losses and other................................            2,090             5,409                (3,319)      (61.4)
                                                         -----------------  ----------------
Income (loss) before extraordinary item..................           43,205           (67,356)             (110,561)         NM
Loss from early extinguishment of debt...................           (1,107)                -                (1,107)         NM
                                                         -----------------  ----------------
Net income (loss)........................................ (UK Pound)42,098 ((UK Pound)67,356)   ((UK Pound)109,454)         NM
                                                         =================  ================
</TABLE>

The Company had net income of (UK Pound)329.5 million and (UK Pound)42.1 million
for the years ended December 31, 1999 and 1998, respectively,  and a net loss of
(UK  Pound)(67.4)  million for the year ended  December 31,  1997,  representing
increases  of (UK  Pound)287.4  million  from  1998 to 1999 and (UK  Pound)109.5
million  from 1997 to 1998.  The change  from 1998 to 1999 is due to the gain on
the sale of Cable  London of (UK  Pound)404.8  million  and the  increase in the
Company's operating income before depreciation and amortization. The change from
1997  to  1998  is due to the  gain  on the  sale  of  Birmingham  Cable  of (UK
Pound)110.5  million and the increase in the Company's  operating  income before
depreciation and amortization.

                                      -4-

<PAGE>

Substantially  all of the increases in revenues,  operating  expenses,  selling,
general and administrative  expenses,  and depreciation and amortization expense
from  1998 to  1999  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  the  number  of
subscribers  in Cambridge and Teesside.  These trends in operations and business
activity are expected to continue for the foreseeable future. The increases from
1997 to 1998 were attributable to the effects of the same trends.

The Company's former parent and one of its former affiliates provided management
services to the  Company.  The  management  agreement  was  terminated  upon the
amalgamation with NTL in 1998.

Interest  expense for the years ended  December 31, 1999,  1998 and 1997 was (UK
Pound)31.5   million,   (UK  Pound)34.9  million  and  (UK  Pound)25.2  million,
respectively,  representing a decrease of ((UK  Pound)3.4)  million from 1998 to
1999 and an increase of (UK  Pound)9.7  million from 1997 to 1998.  The decrease
from  1998 to 1999 is  attributable  to the  repayment  of the note  payable  to
Comcast  U.K.  Holdings,  Inc. in September  1999 and the  repayment of the bank
credit  facility in October  1998.  The increase  from 1997 to 1998 is primarily
attributable  to interest on borrowings  under the bank credit  facility and the
compounding of interest on the 2007 Discount Debentures.

Investment  income for the years ended December 31, 1999,  1998 and 1997 was (UK
Pound)5.4   million,   (UK  Pound)9.1   million  and  (UK   Pound)7.3   million,
respectively,  representing a decrease of ((UK  Pound)3.7)  million from 1998 to
1999 and an increase of (UK  Pound)1.8  million from 1997 to 1998.  The decrease
from 1998 and 1999 is  attributable  to decreases  in the average cash  balances
available  for  investment  in 1999 and the  termination  of the  loans to Cable
London  in  November   1999.  The  increase  from  1997  to  1998  is  primarily
attributable to increases in the balances of loans to Birmingham Cable and Cable
London in 1998 as compared to 1997 and  increases in the average  cash  balances
held by the Company for short term investment during 1998 as compared to 1997.

Equity in net losses of affiliates for the years ended  December 31, 1999,  1998
and 1997 was (UK Pound)6.8  million,  (UK Pound)19.7  million and (UK Pound)21.4
million,  respectively,  representing  decreases of (UK Pound)12.9  million from
1998 to 1999 and (UK Pound)1.7 million from 1997 to 1998. The decrease from 1998
to 1999 is primarily  attributable  to the sale of Cable London in November 1999
and the sale of Birmingham Cable in October 1998. The decrease from 1997 to 1998
is attributable to the reduced losses of Cable London and the sale of Birmingham
Cable in October 1998.

The  Company  incurred  (UK  Pound)145,000  and (UK  Pound)4.1  million in costs
associated with the  amalgamation  with NTL in the years ended December 31, 1999
and 1998, respectively.

Exchange  losses and other for the years ended December 31, 1999,  1998 and 1997
were (UK Pound)7.6  million,  (UK Pound)2.1  million and (UK Pound)5.4  million,
respectively,  representing  an increase of (UK  Pound)5.5  million from 1998 to
1999 and a decrease of ((UK Pound)3.3)  million from 1997 to 1998. These changes
primarily  result from the impact of  fluctuations  in the  valuation  of the UK
Pound on the 2007 Discount Debentures,  which are denominated in US Dollars, the
Company's foreign exchange call option contracts which were marked-to-market and
cash held in US Dollars. The Company's results of operations will continue to be
affected by foreign exchange rate fluctuations.

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
entered into various derivative  transactions pursuant to the Company's policies
in areas such as  counterparty  exposure and hedging  practices.  Positions  are
monitored using techniques including market value and sensitivity analyses.  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 are controlled
through  the  evaluation  and   monitoring  of  the   creditworthiness   of  the
counterparties.  Although  the  Company may be exposed to losses in the event of
nonperformance by the  counterparties,  the Company does not expect such losses,
if any, to be significant.

The Company has entered into certain  foreign  exchange  option  contracts  ("FX
Options")  as a normal part of its foreign  currency  risk  management  efforts.
During  1995,  the Company  entered  into  certain  foreign  exchange put option
contracts ("FX Puts") which may be settled only in November 2000.  These FX Puts
are used to limit the  Company's  exposure  to the risk that the  eventual  cash
outflows related to the 2007 Discount Debentures denominated in currencies other
than its  functional  currency  (the "UK  Pound  Sterling"  or "UK  Pound")  are
adversely  affected by changes in exchange  rates.

                                      -5-

<PAGE>

As of December  31,  1999 and 1998,  the  Company  had (UK  Pound)250.0  million
notional  amount of FX Puts to  purchase  United  States  ("US")  dollars  at an
exchange rate of $1.35 per (UK Pound)1.00  (the "Ratio").  The FX Puts provide a
hedge,  to the  extent the  exchange  rate falls  below the Ratio,  against  the
Company's  2007 Discount  Debentures  denominated  in US dollars since gains and
losses realized on the FX Puts would be offset against foreign exchange gains or
losses realized on the underlying net liabilities. Premiums paid for the FX Puts
of (UK  Pound)13.9  million  are  included  in  other  assets  in the  Company's
consolidated  balance  sheet,  net of related  amortization.  These premiums are
being  amortized  over the terms of the related  contracts of five years.  As of
December  31,  1999,  1998 and  1997,  the FX Puts had  carrying  values  of (UK
Pound)2.4   million,   (UK  Pound)5.2   million  and  (UK   Pound)8.0   million,
respectively.

Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate and Average Forward Foreign Exchange Rate (US$/UK Pounds)

<TABLE>
<CAPTION>
                                                                                                                            Fair
                                                                                                                           Value
                                         2000     2001        2002      2003      2004    Thereafter       Total         12/31/99
                                         ----     ----        ----      ----      ----    ----------       -----         --------
                                                                    (dollars in thousands)
<S>                                     <C>      <C>          <C>       <C>      <C>       <C>                   <C>
Long-term Debt, including
   Current Portion
11.20% Senior Discount
Debentures due 2007
   Fixed Rate                               -        -           -         -         -      $517,321       $517,321        $486,282
   Average Interest Rate                                                                      11.2%
   Average Forward
     Exchange Rate                                                                            1.65
</TABLE>

Purchased Options Contracts to Pay US$ for UK Pounds
Notional Amount by Expected Maturity
Average Strike Price (UK Pounds/US$)

<TABLE>
<CAPTION>
                                                                                                                        Fair
                                                                                                                        Value
                                  2000             2001        2002      2003      2004            Total              12/31/99
                                  ----             ----        ----      ----      ----            -----              --------
                                                                  (pounds in thousands)
<S>                         <C>                  <C>          <C>       <C>      <C>       <C>                   <C>
British Pounds Sterling
   Notional Amount          (UK Pound)250,000        -           -         -         -     (UK Pound)250,000     (UK Pound)101.0
   Average Strike Price
      (US Dollars)                      $1.35
</TABLE>


                                      - 6 -
<PAGE>
ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------    -------------------------------------------


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,  1999  and  1998,  and  the  related
consolidated  statements of operations,  shareholder's equity and cash flows for
each of the years in the two year period ended December 31, 1999. Our audit also
included the financial  statement schedule for each of the years in the two year
period  ended  December  31,  1999 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. The
financial  statements of Cable London PLC and  subsidiaries  ("Cable London") (a
corporation  in which the Company had a 50% interest) have been audited by other
auditors  whose report has been  furnished to us;  insofar as our opinion on the
1998  consolidated  financial  statements  relates  to data  included  for Cable
London, it is based solely on their report.

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,  based on our  audits  and the  report of other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material respects,  the consolidated financial position of NTL (Triangle) LLC as
of December 31, 1999 and 1998, and the consolidated  results of their operations
and their cash flows for each of the years in the two year period ended December
31, 1999 in conformity  with  accounting  principles  generally  accepted in the
United States.  Also, in our opinion,  the related financial  statement schedule
for each of the years in the two year  period  ended  December  31,  1999,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.


                                                     ERNST & YOUNG LLP


New York, New York
March 7, 2000


                                      - 7 -
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholder
NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited)

We  have  audited  the  accompanying   consolidated  statements  of  operations,
shareholder's  equity and cash flows of NTL (Triangle) LLC (formerly  Comcast UK
Cable Partners  Limited) and  subsidiaries for the year ended December 31, 1997.
Our audit also  included  the  financial  statement  schedule for the year ended
December 31, 1997, as listed in 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 the  financial  statements  and
financial statement schedule based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  results  of  operations  and  the  cash  flows  of NTL
(Triangle) LLC (formerly Comcast UK Cable Partners Limited) and subsidiaries for
the year ended  December  31,  1997 in  conformity  with  accounting  principles
generally accepted in the United States of America.  Also, in our opinion,  such
financial  statement  schedule  for the  year  ended  December  31,  1997,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  presents  fairly in all  material  respects  the  information  set forth
therein.




Deloitte & Touche LLP

Philadelphia, Pennsylvania
February 27, 1998

                                      - 8 -

<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Cable London PLC

We have audited the accompanying  consolidated balance sheet of Cable London PLC
(a company  incorporated in the United Kingdom) and  subsidiaries as of December
31, 1998, and the related consolidated  statements of operations,  shareholders'
(deficiency)  equity  and of cash  flows for each of the two years in the period
ended December 31, 1998 (which statements are not presented  separately herein).
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on the financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of Cable London PLC and subsidiaries
as of December  31,  1998,  and the results of their  operations  and their cash
flows  for each of the two  years  in the  period  ended  December  31,  1998 in
conformity with accounting principles generally accepted in the United States of
America.


Deloitte & Touche

London, England
February 5, 1999

                                      - 9 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
CONSOLIDATED BALANCE SHEETS
(in (UK Pound)000's, except share data)


<TABLE>
<CAPTION>
                                                                                                December 31,
                                                                                         1999                1998
                                                                                         ----                ----
<S>                                                                               <C>                <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................   (UK Pound)27,895   (UK Pound)103,451
   Accounts receivable, less allowance for doubtful accounts of
      (UK Pound)9,452 (1999) and (UK Pound)2,840 (1998).........................             10,170               8,081
   Other current assets.........................................................              4,240               5,404
                                                                                 ------------------   -----------------
         Total current assets...................................................             42,305             116,936

INVESTMENT IN CABLE LONDON PLC..................................................                  -              28,080

PROPERTY AND EQUIPMENT - NET....................................................            382,078             321,822

INTANGIBLE ASSETS - NET.........................................................            434,333              42,776

OTHER ASSETS, NET...............................................................             42,553               5,188
                                                                                 ------------------   -----------------
                                                                                  (UK Pound)901,269   (UK Pound)514,802
                                                                                 ==================   =================

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable and accrued expenses........................................   (UK Pound)34,431    (UK Pound)25,162
   Deferred revenue.............................................................             10,572               2,478
   Due to affiliates............................................................              5,905                   -
   Current portion of long-term debt............................................                864               1,966
   Notes payable to Comcast U.K. Holdings, Inc..................................                  -              12,310
                                                                                 ------------------   -----------------
      Total current liabilities.................................................             51,772              41,916

LONG-TERM DEBT, less current portion............................................            293,285             259,104

COMMITMENTS AND CONTINGENT LIABILITIES

DEFERRED INCOME TAXES...........................................................              8,237                   -

SHAREHOLDER'S EQUITY
   Common stock, (UK Pound).01 par value - authorized and issued 800,000 shares.                  8                   8
   Additional capital...........................................................            363,966             359,049
   Accumulated other comprehensive (loss).......................................               (189)                  -
   Retained earnings (accumulated deficit)......................................            184,190            (145,275)
                                                                                 ------------------   -----------------
      Total shareholder's equity................................................            547,975             213,782
                                                                                 ------------------   -----------------
                                                                                  (UK Pound)901,269   (UK Pound)514,802
                                                                                 ==================   =================
</TABLE>

See notes to consolidated financial statements.

                                     - 10 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
(in (UK Pound)000's)


<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                     1999               1998                1997
                                                             -----------------   ----------------   -----------------
<S>                                                          <C>                 <C>                 <C>
REVENUES
   Service income..........................................  (UK Pound)118,963   (UK Pound)77,649    (UK Pound)55,603
   Consulting fee income...................................                  -                938               1,059
                                                             -----------------   ----------------   -----------------
                                                                       118,963             78,587              56,662
                                                             -----------------   ----------------   -----------------
COSTS AND EXPENSES
   Operating...............................................             42,499             25,598              19,624
   Selling, general and administrative.....................             48,893             34,971              30,850
   Management fees.........................................                  -              2,400               3,204
   Depreciation and amortization...........................             63,570             31,185              25,588
                                                             -----------------   ----------------   -----------------
                                                                       154,962             94,154              79,266
                                                             -----------------   ----------------   -----------------

OPERATING LOSS.............................................            (35,999)           (15,567)            (22,604)

OTHER (INCOME) EXPENSE
   Interest expense........................................             31,542             34,898              25,243
   Investment income.......................................             (5,429)            (9,054)             (7,259)
   Equity in net losses of affiliates......................              6,801             19,696              21,359
   Gain on sale of investments.............................           (404,750)          (110,497)                  -
   Amalgamation costs......................................                145              4,095                   -
   Exchange losses and other...............................              7,584              2,090               5,409
                                                             -----------------   ----------------   -----------------
                                                                      (364,107)          (58,772)              44,752
                                                             -----------------   ----------------   -----------------
Income (loss) before income taxes and extraordinary item...            328,108             43,205             (67,356)
Income tax benefit.........................................              1,357                  -                   -
                                                             -----------------   ----------------   -----------------
Income (loss) before extraordinary item....................            329,465             43,205             (67,356)
Loss from early extinguishment of debt.....................                  -             (1,107)                  -
                                                             -----------------   ----------------   -----------------
NET INCOME (LOSS)..........................................  (UK Pound)329,465   (UK Pound)42,098   ((UK Pound)67,356)
                                                             =================   ================   =================
</TABLE>

See notes to consolidated financial statements.

                                     - 11 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in (UK Pound)000's)

<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                               1999               1998                1997
                                                                        -----------------  -----------------  -----------------
<S>                                                                     <C>                 <C>               <C>
OPERATING ACTIVITIES
   Net income (loss)................................................... (UK Pound)329,465   (UK Pound)42,098  ((UK Pound)67,356)
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
      Depreciation and amortization....................................            63,570             31,185             25,588
      Loss from early extinguishment of debt...........................                 -              1,107                  -
      Amortization of premium on foreign exchange contracts............             2,770              2,770              2,770
      Non-cash interest expense........................................            30,851             27,264             24,684
      Non-cash investment income.......................................            (1,870)            (2,841)            (2,521)
      Gain on sale of investment.......................................          (404,750)          (110,497)                 -
      Exchange losses (gains)..........................................             4,994             (3,870)             2,852
      Equity in net losses of affiliates...............................             6,801             19,696             21,359
      Other............................................................            (1,116)             4,095                991
                                                                        -----------------  -----------------  -----------------
                                                                                   30,715             11,007              8,367
      Accounts receivable and other current assets.....................               360             (1,879)            (1,393)
      Accounts payable and other current liabilities...................            12,022              2,115                519
                                                                        -----------------  -----------------  -----------------
            Net cash provided by operating activities..................            43,097             11,243              7,493
                                                                        -----------------  -----------------  -----------------

FINANCING ACTIVITIES
   Repayments of debt..................................................           (15,215)          (102,064)            (1,633)
   Proceeds from borrowings............................................                 -            100,000                  -
   Deferred financing costs............................................                 -             (1,463)                 -
   Issuance of common stock............................................                 -                  8                  -
   Net transactions with affiliates....................................                 -             (2,120)            (1,810)
                                                                        -----------------  -----------------  -----------------
            Net cash (used in) financing activities....................           (15,215)            (5,639)            (3,443)
                                                                        -----------------  -----------------  -----------------

INVESTING ACTIVITIES
   Acquisition, net of cash acquired...................................          (422,070)                 -                  -
   Proceeds from sale of affiliate.....................................           428,018            130,000                  -
   Proceeds from sales of short-term investments, net..................                 -                  -             61,466
   Capital contributions and loans to affiliates.......................                 -             (1,768)            (8,713)
   Fixed asset deposit with affiliate..................................           (51,915)                 -                  -
   Capital expenditures................................................           (57,216)           (61,816)           (82,125)
   Additions to deferred charges.......................................               (94)            (5,941)              (620)
                                                                        -----------------  -----------------  -----------------
            Net cash (used in) provided by investing activities........          (103,277)            60,475            (29,992)
                                                                        -----------------  -----------------  -----------------

Effect of exchange rate changes on cash................................              (161)                 -                  -
                                                                        -----------------  -----------------  -----------------

(DECREASE) INCREASE IN CASH AND CASH
   EQUIVALENTS.........................................................           (75,556)            66,079            (25,942)

CASH AND CASH EQUIVALENTS, beginning of year...........................           103,451             37,372             63,314
                                                                        -----------------  -----------------  -----------------

CASH AND CASH EQUIVALENTS, end of year.................................  (UK Pound)27,895  (UK Pound)103,451   (UK Pound)37,372
                                                                        =================  =================  =================
</TABLE>

See notes to consolidated financial statements.

                                     - 12 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(in 000's)

<TABLE>
<CAPTION>
                                          A Common                B Common              Common
                                    Shares      Amount      Shares      Amount     Shares    Amount
                                    ------      ------      ------      ------     ------    ------
<S>                                <C>      <C>            <C>      <C>            <C>    <C>
BALANCE, JANUARY 1, 1997........... 37,232  (UK Pound)372   12,873  (UK Pound)129
  Net loss.........................
                                   -------  -------------  -------  -------------  ------ ------------
BALANCE, DECEMBER 31, 1997......... 37,232            372   12,873            129
  Net income.......................
  Amalgamation with NTL
    Incorporated...................(37,232)          (372) (12,873)          (129)    800  (UK Pound)8
                                   -------  -------------  -------  -------------  ------ ------------
BALANCE, DECEMBER 31, 1998.........      -              -        -              -     800            8
  Pooling of interest acquisition..
  Net income.......................
  Currency translation adjustment..

  Comprehensive income.............
                                   -------  -------------  -------  -------------  ------ ------------
BALANCE, DECEMBER 31, 1999.........      -  (UK Pound)  -        -  (UK Pound)  -     800  (UK Pound)8
                                   =======  =============  =======  =============  ====== ============
</TABLE>

<TABLE>
<CAPTION>
                                                                               Accum-
                                                                               ulated         Retained
                                                           Compre-              Other         Earnings
                                                           hensive             Compre-        (Accum-
                                     Additional            Income              hensive         ulated
                                       Capital             (Loss)              (Loss)          Deficit)            Total
                                       -------             ------              -----           -------             -----
<S>                                 <C>                <C>                 <C>            <C>                 <C>
BALANCE, JANUARY 1, 1997........... (UK Pound)358,548                                     ((UK Pound)120,017) (UK Pound)239,032
  Net loss.........................                    ((UK Pound)67,356)                            (67,356)           (67,356)
                                    -----------------  ------------------  --------------  ------------------  -----------------
BALANCE, DECEMBER 31, 1997.........           358,548                                                (187,373)           171,676
  Net income.......................                      (UK Pound)42,098                              42,098             42,098
  Amalgamation with NTL
    Incorporated...................               501                                                                          8
                                    -----------------  ------------------  --------------  ------------------  -----------------
BALANCE, DECEMBER 31, 1998.........           359,049                                                (145,275)           213,782
  Pooling of interest acquisition..             4,917                                                                      4,917
  Net income.......................                     (UK Pound)329,465                             329,465            329,465
  Currency translation adjustment..                                  (189) ((UK Pound)189)                                  (189)
                                                       ------------------
  Comprehensive income.............                     (UK Pound)329,276
                                    -----------------  ------------------  --------------  ------------------  -----------------
BALANCE, DECEMBER 31, 1999......... (UK Pound)363,966                      ((UK Pound)189)  (UK Pound)184,190  (UK Pound)547,975
                                    =================                      ==============  ==================  =================
</TABLE>


See notes to consolidated financial statements.

                                     - 13 -
<PAGE>
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 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 (UK
      Pound)125 million,  plus (UK Pound)5 million for certain subordinated debt
      and fees. The Company  recorded a gain of (UK  Pound)110.5  million on the
      sale.  Additionally,  in November 1999, the Company sold its 50% ownership
      interest in Cable  London to Telewest for (UK  Pound)428  million in cash.
      The Company recorded a gain of (UK Pound)404.8 million on the sale.

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. 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.

                                     - 14 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      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  (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 (UK Pound)15.9
      million  and (UK  Pound)94.1  million  at  December  31,  1999  and  1998,
      respectively,  consist  principally of commercial paper, time deposits and
      money market funds.

      Investments in Affiliates
      Investments  in  entities in which the Company has the ability to exercise
      significant  influence  over the operating  and financial  policies of the
      investee  are  accounted  for  under  the  equity  method.  Equity  method
      investments  are 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
      10 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 uses derivative  financial  instruments,  principally  foreign
      exchange  option  contracts  ("FX  Options"),  to manage its  exposure  to
      fluctuations in foreign  currency  exchange rates.  Written FX Options are
      marked-to-market  on  a  current  basis  in  the  Company's   consolidated
      statement of operations.

      Those  instruments  that have been  entered  into by the  Company to hedge
      exposure to foreign currency exchange rate risks 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

                                     - 15 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      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 are 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  purposes  and is not a party to  leveraged  instruments.  The
      credit  risks   associated   with  the  Company's   derivative   financial
      instruments  are  controlled  through the evaluation and monitoring of the
      creditworthiness  of  the  counterparties.  Although  the  Company  may be
      exposed to losses in the event of  nonperformance  by the  counterparties,
      the Company does not expect such losses, if any, to be significant.

      Revenue Recognition
      Service  income is  recognized  at the time the service is provided to the
      customer. 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  Statement  of  Financial
      Accounting  Standards  ("SFAS")  No.  51,  "Financial  Reporting  by Cable
      Television Companies."

3.    RECENT ACCOUNTING PRONOUNCEMENT

      In June 1998,  the Financial  Accounting  Standards  Board issued SFAS No.
      133, "Accounting for Derivative  Instruments and Hedging Activities." This
      statement,  which  establishes  accounting  and  reporting  standards  for
      derivatives  and  hedging  activities,  is  required  to be adopted by the
      Company  effective January 1, 2001. Upon the adoption of SFAS No. 133, all
      derivative  instruments  are required to be recognized in the statement of
      financial  position as either assets or  liabilities  and measured at fair
      value.  The Company is evaluating the impact that the adoption of SFAS No.
      133 will have on its financial position and results of operations.

4.    JOINT PURCHASING ALLIANCE AGREEMENT

      Other assets  includes a deposit of (UK  Pound)40.1  million which will be
      utilized under a Joint Purchasing  Alliance Agreement entered into between
      subsidiaries  of the  Company  and  Diamond  Cable  Communications  plc, a
      subsidiary  of NTL,  for combined  fixed asset  purchases.  The  Company's
      original deposit was (UK Pound)51.9 million in March 1999.


                                     - 16 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.    INVESTMENTS IN AFFILIATES

      Summarized  financial  information for affiliates  accounted for under the
      equity method for 1999, 1998 and 1997, is as follows:


<TABLE>
<CAPTION>
                                                                         Birmingham              Cable
                                                                           Cable(1)            London(2)              Combined
                                                                          ---------            ---------              --------
                                                                        (UK Pound)000        (UK Pound)000          (UK Pound)000
<S>                                                                    <C>                 <C>                  <C>
YEAR ENDED DECEMBER 31, 1999
Results of operations
      Company's equity in net loss...................................                       ((UK Pound)6,801)    ((UK Pound)6,801)

YEAR ENDED DECEMBER 31, 1998
Results of operations
      Service income.................................................                                 66,987               66,987
      Operating, selling, general and administrative expenses........                                (52,128)             (52,128)
      Depreciation and amortization..................................                                (22,659)             (22,659)
      Operating loss.................................................                                 (7,800)              (7,800)
      Net loss.......................................................                                (23,325)             (23,325)
      Company's equity in net loss...................................  ((UK Pound)7,841)             (11,855)             (19,696)

AT DECEMBER 31, 1998
Financial position
      Current assets.................................................                                 10,776               10,776
      Noncurrent assets..............................................                                194,953              194,953
      Current liabilities............................................                                 24,653               24,653
      Noncurrent liabilities.........................................                                204,648              204,648

YEAR ENDED DECEMBER 31, 1997
Results of operations
      Service income.................................................            67,166               52,816              119,982
      Operating, selling, general and administrative expenses........           (56,564)             (45,787)            (102,351)
      Depreciation and amortization..................................           (26,427)             (19,740)             (46,167)
      Operating loss.................................................           (15,825)             (12,711)             (28,536)
      Net loss.......................................................           (30,826)             (25,168)             (55,994)
      Company's equity in net loss...................................            (8,616)             (12,743)             (21,359)
<FN>
---------------
(1)   The Company sold its 27.5% interest in Birmingham Cable in October 1998.
(2)   The Company sold its 50.0% interest in Cable London in November 1999.
</FN>
</TABLE>

6.    PROPERTY AND EQUIPMENT

      Property and equipment consists of (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                  December 31,
                                                            1999                1998
                                                      -----------------  -----------------
<S>                                                   <C>                <C>
Operating equipment...................................(UK Pound)414,276  (UK Pound)331,910
Other equipment.......................................           61,364             47,536
Construction in progress..............................            4,358                  -
                                                      -----------------  -----------------
                                                                479,998            379,446
Accumulated depreciation..............................          (97,920)           (57,624)
                                                      -----------------  -----------------
                                                      (UK Pound)382,078  (UK Pound)321,822
                                                      =================  =================
</TABLE>

                                     - 17 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.    INTANGIBLE ASSETS

      Intangible assets consist of (in (UK Pound)000's):

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                    1999                1998
                                                                             -------------------  ----------------
<S>                                                                           <C>                 <C>
        Goodwill, net of accumulated amortization of
            (UK Pound)11,928........................................           (UK Pound)333,971  (UK Pound)     -
        License acquisition costs, net of accumulated amortization
            of (UK Pound)3,607......................................                      32,461                 -
        Customer lists, net of accumulated amortization of (UK
            Pound)1,616.............................................                      30,706                 -
        Other, net of accumulated amortization of
            (UK Pound)21,168 (1999) and (UK Pound)15,493 (1998).....                      37,195            42,776
                                                                             -------------------  ----------------
                                                                               (UK Pound)434,333  (UK Pound)42,776
                                                                             ===================  ================
</TABLE>

      In July 1999, NTL Communications Corp., a wholly-owned  subsidiary of NTL,
      acquired Cablelink for  IR(Pound)535.18  million  ((Pound)421.9  million).
      Cablelink provides  multi-channel  television and information  services in
      Dublin, Galway and Waterford,  Ireland. NTL Communications Corp. accounted
      for the  acquisition  as a  purchase.  The  aggregate  purchase  price  of
      IR(Pound)541.4 million ((UK Pound)428.5 million), including costs incurred
      of IR(Pound)6.2  million ((UK Pound)4.9  million),  net of tangible assets
      acquired  aggregated  IR(Pound)523.4  million ((UK  Pound)414.3  million),
      which was  allocated as follows:  IR(Pound)45.6  million  ((UK  Pound)36.1
      million)  to  license  acquisition  costs,   IR(Pound)40.8   million  ((UK
      Pound)32.3  million) to customer  lists and  IR(Pound)437.0  million  ((UK
      Pound)345.9 million) to goodwill.

      In December 1999, the Company acquired  Cablelink from NTL  Communications
      Corp. for (UK Pound)423.6  million in cash. The Company  accounted for the
      acquisition 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 net assets and results of operations of
      Cablelink have been included in the consolidated financial statements from
      July 1999.  The  difference in the purchase price paid by the Company ((UK
      Pound)423.6  million)  as  compared  to the  purchase  price  paid  by NTL
      Communications  Corp.  ((UK  Pound)428.5  million)  of  approximately  (UK
      Pound)4.9 million is included in the statement of shareholder's  equity as
      an increase in additional capital.

      The pro forma unaudited  consolidated  results of operations for the years
      ended  December 31, 1999 and 1998 assuming the  consummation  of the above
      mentioned transaction as of January 1, 1998 is as follows:

<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                     1999                 1998
                                                              ------------------    -----------------
                                                                       (in (UK Pound)000's)
          <S>                                                            <C>                  <C>
          Total revenue.......................................(UK Pound)138,488    (UK Pound)112,175
          Income before extraordinary item....................          313,596               12,072
          Net income..........................................          313,596               10,965
</TABLE>

8.    FOREIGN CURRENCY RISK MANAGEMENT

      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 in areas such as counterparty  exposure
      and hedging practices. Positions were monitored using techniques including
      market value and sensitivity analyses.

      The  Company  entered  into  certain FX  Options  as a normal  part of its
      foreign currency risk management efforts. During 1995, the Company entered
      into certain foreign  exchange put option  contracts ("FX Puts") which may
      be  settled  only in  November  2000.  These FX Puts are used to limit the
      Company's  exposure to the risk that the

                                     - 18 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      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.  As of December 31,
      1999 and 1998, the Company had (UK Pound)250.0  million notional amount of
      FX Puts to  purchase  US  dollars  at an  exchange  rate of $1.35  per (UK
      Pound)1.00  (the "Ratio").  The FX Puts provide a hedge, to the extent the
      exchange rate falls below the Ratio,  against the Company's long-term debt
      denominated  in US dollars since gains and losses  realized on the FX Puts
      would be offset against  foreign  exchange gains or losses realized on the
      underlying  net  liabilities.  Premiums  paid  for  the  FX  Puts  of  (UK
      Pound)13.9   million  are  included  in  other  assets  in  the  Company's
      consolidated  balance sheet, net of related  amortization.  These premiums
      are being amortized over the terms of the related contracts of five years.
      As of December 31, 1999 and 1998,  the FX Puts had carrying  values of (UK
      Pound)2.4 million and (UK Pound)5.2 million, respectively.

      In 1995,  in order to reduce  hedging  costs,  the  Company  sold  foreign
      exchange call option  contracts  ("FX Calls") to exchange (UK  Pound)250.0
      million  notional  amount and received  (UK  Pound)3.4  million.  Of these
      contracts, (UK Pound)200.0 million notional amount, with an exchange ratio
      of $1.70 per (UK  Pound)1.00,  expired  unexercised in November 1996 while
      the remaining contract,  with a (UK Pound)50.0 million notional amount and
      an exchange ratio of $1.62 per (UK  Pound)1.00,  had a settlement  date in
      November  2000.  In the fourth  quarter of 1996,  in order to  continue to
      reduce  hedging  costs,  the  Company  sold  additional  FX Calls  for (UK
      Pound)2.1 million,  to exchange (UK Pound)200.0 million notional amount at
      an average  exchange ratio of $1.75 per (UK  Pound)1.00.  These  contracts
      expired  unexercised in the fourth quarter of 1997. The remaining contract
      with a (UK Pound)50.0 million notional amount was unwound in October 1998.
      The FX Calls were  marked-to-market  on a current  basis in the  Company's
      consolidated  statement  of  operations.  Changes  in fair  value  between
      measurement  dates relating to the FX Calls resulted in exchange losses of
      (UK  Pound)230,000  during the year ended  December 31, 1998, and exchange
      gains of (UK Pound)4.5 million during the year ended December 31, 1997.

9.    LONG-TERM DEBT

      2007 Discount Debentures
      In November  1995,  the Company  received  net  proceeds of  approximately
      $291.1  million  ((UK  Pound)186.9  million)  from  the  sale of its  2007
      Discount  Debentures in a public  offering  ($517.3  million  principal at
      maturity). Interest accretes on the 2007 Discount Debentures at 11.20% per
      annum  compounded  semi-annually  from  November  15, 1995 to November 15,
      2000,  after which date  interest  will be paid in cash on each May 15 and
      November 15 through  November  15, 2007.  The  accreted  value of the 2007
      Discount  Debentures  was (UK  Pound)289.2  million  and  (UK  Pound)254.2
      million as of December 31, 1999 and 1998, 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.
      The  Company  was in  compliance  with such  restrictive  covenants  as of
      December 31, 1999.

      UK Holdings Credit Facility
      In December 1997,  Comcast UK Holdings Limited,  a wholly owned subsidiary
      of the Company,  entered into a loan  agreement with a consortium of banks
      to provide  financing  under a credit  facility  (the "UK Holdings  Credit
      Facility")  up to a maximum of (UK  Pound)200.0  million.  The UK Holdings
      Credit  Facility's  interest  rate  per  annum  was  equal  to the  London
      Interbank  Offered Rate ("LIBOR") plus 1/2% to 2 1/4%. The consummation of
      the  Amalgamation  resulted  in  a  change  in  control  and  all  amounts
      outstanding  thereunder  became  immediately due and payable.  The Company
      repaid the (UK Pound)100.0  million  outstanding on October 29, 1998 using
      proceeds  from the sale of the  Birmingham  Cable  interests.  The Company
      recorded an extraordinary  loss from early  extinguishment  of debt of (UK
      Pound)1.1  million from the write-off of  unamortized  deferred  financing
      costs.

      Other
      As of December 31, 1999 and 1998, Cambridge has two outstanding bank loans
      totaling (UK Pound)433,000 and (UK Pound)456,000,  respectively, which are
      included  in  long-term  debt.  These bank  loans are  secured by land and
      buildings in Cambridge  and Bishop  Stortford and are payable in quarterly
      installments  through April 2018 and bear  interest at a weighted  average
      fixed rate of 9.35%.  Also  included in long-term  debt are capital  lease
      obligations.

                                     - 19 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      Long-term debt repayments,  excluding  capital lease payments,  are due as
      follows (in (UK Pound)000's):

               Year ending December 31:
               2000.......................................      (UK Pound)24
               2001.......................................                24
               2002.......................................                24
               2003.......................................                24
               2004.......................................                24
               Thereafter.................................           320,501
                                                          ------------------
                                                           (UK Pound)320,621
                                                          ==================

10.   RELATED PARTY TRANSACTIONS

      Since the Amalgamation,  a subsidiary of NTL Communications Corp. has been
      providing  management,  financial,  legal and  technical  services  to the
      Company.  Beginning in the fourth quarter of 1999, this  subsidiary  began
      charging the Company for these services using an allocation  formula based
      on customers.  The Company was charged (UK Pound)2.9 million in 1999 which
      is included in selling, general and administrative expenses and in the due
      to affiliates  balance.  It is not practicable to determine the amounts 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.

      Comcast U.K.  Consulting,  Inc., a former  wholly-owned  subsidiary of the
      Company,  earned  consulting fee income under  consulting  agreements with
      Birmingham  Cable and Cable London in 1998 and 1997.  The  consulting  fee
      income was generally  based on a percentage  of gross  revenues or a fixed
      amount per dwelling  unit. The consulting  agreements  were  terminated in
      1998 pursuant to the Telewest Agreement.

      Management fees were incurred under  agreements with the Company's  former
      parent and one of its former  affiliates in 1998 and 1997.  The management
      agreements were terminated upon the amalgamation with NTL.

      Investment  income includes (UK Pound)1.9  million,  (UK Pound)2.8 million
      and (UK  Pound)2.5  million  of  interest  income in 1999,  1998 and 1997,
      respectively, 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 (UK  Pound)13.1  million  which the  Company  repaid at
      maturity in September 1999. During the years ended December 31, 1999, 1998
      and  1997,  interest  expense  on the  Notes  was (UK  Pound)822,000,  (UK
      Pound)1.0 million and (UK Pound)950,000, respectively.

                                     - 20 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   INCOME TAXES

      Significant  components  of deferred  income  taxes are as follows (in (UK
      Pound)000's):

<TABLE>
<CAPTION>
                                                                           December 31,
                                                                 1999                        1998
                                                                 ----                        ----
<S>                                                           <C>               <C>
            Deferred tax liabilities:
                        Intangibles...........................UK Pound)10,233    (UK Pound)      -
            Deferred tax assets:
                        Net operating loss carryforwards
                          (carried forward indefinitely)......          9,297                9,270
                        Differences between book and tax
                          basis of property...................         19,580               16,995
                        Other.................................          1,220                  638
                                                              ---------------    -----------------
            Total deferred tax assets.........................         30,097               26,903
            Less: Valuation allowance.........................        (28,101)             (26,903)
                                                              ---------------    -----------------
            Net deferred tax assets...........................          1,996                    -
                                                              ---------------    -----------------
            Net deferred tax liabilities......................(UK Pound)8,237    (UK Pound)      -
                                                              ===============    =================
</TABLE>

      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.   FAIR VALUES OF FINANCIAL INSTRUMENTS

      Current assets and current  liabilities:  The carrying amounts of cash and
      cash  equivalents,  accounts  receivable,  other  current  assets,  due to
      affiliates and accounts  payable and accrued  liabilities  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.  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, 1999 and
      1998, the estimated  fair values of the Company's  long-term debt were (UK
      Pound)305.0 million and (UK Pound)268.3 million, respectively.

      FX Puts:  The  estimated  fair value of the  Company's FX Puts is based on
      quoted market  prices.  At December 31, 1999 and 1998,  the estimated fair
      values  of  the  Company's  FX  Puts  were  (UK   Pound)101,000   and  (UK
      Pound)567,000, respectively.

13.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

      The  Company  made  cash  payments  for  interest  of  approximately   (UK
      Pound)691,000,  (UK  Pound)7.6  million and (UK  Pound)559,000  during the
      years ended December 31, 1999, 1998 and 1997, respectively.

      The Company's wholly-owned subsidiaries incurred capital lease obligations
      of (UK  Pound)139,000,  (UK Pound)3.4  million and (UK  Pound)2.1  million
      during the years ended December 31, 1999, 1998 and 1997, respectively.

14.   COMMITMENTS AND CONTINGENCIES

      As  of  December  31,  1999,   the  Company  was   committed  to  purchase
      approximately (UK Pound)4.0 million for equipment and services.

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

                                     - 21 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

      A summary  of assets  held  under  capital  lease are as  follows  (in (UK
      Pound)000's):

<TABLE>
<CAPTION>
                                                           December 31,
                                                    1999                  1998
                                                    ----                  ----
<S>                                            <C>                 <C>
            Land, buildings and equipment      (UK Pound)13,271    (UK Pound)13,132
            Less: Accumulated depreciation               (6,324)             (4,805)
                                               ----------------    ----------------
                                                (UK Pound)6,947     (UK Pound)8,327
                                               ================    ================
</TABLE>

     Future minimum rental  payments at December 31, 1999 are as follows (in (UK
     Pound)000's):

<TABLE>
<CAPTION>
                                                                        Capital             Operating
                                                                         leases              leases
                                                                         ------              ------
<S>                                                                  <C>                <C>
            Year ending December 31:

            2000                                                       (UK Pound)954     (UK Pound)3,238
            2001                                                                 886               2,931
            2002                                                                 734               2,221
            2003                                                                 682               1,658
            2004                                                                 629               1,491
            Thereafter...............................................          2,059              17,567
                                                                     ---------------    ----------------
            Total minimum rental commitments.........................          5,944    (UK Pound)29,106
                                                                                        ================
            Less: Amount representing interest.......................         (1,469)
                                                                     ---------------
            Present value of minimum rental commitments..............          4,475
            Less: Current portion of capital lease obligations.......           (840)
                                                                     ---------------
            Long-term portion of capital lease obligations...........(UK Pound)3,635
                                                                     ===============
</TABLE>

      Rental  expense for the years ended  December 31, 1999,  1998 and 1997 was
      (UK Pound)2.7  million,  (UK Pound)1.6 million and (UK Pound)1.7  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.

                                     - 22 -
<PAGE>
NTL (TRIANGLE) LLC
------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

15.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                              First            Second              Third              Fourth            Total
                                             Quarter           Quarter          Quarter (1)        Quarter (2)           Year
                                             -------           -------          -----------        -----------           ----
                                                                              ((UK Pound)000)
<S>                                      <C>               <C>               <C>               <C>                <C>
1999
----
Revenues.................................(UK Pound)23,189  (UK Pound)24,291  (UK Pound)33,342  (UK Pound)38,141   (UK Pound)118,963
Operating loss...........................          (3,503)           (2,576)           (1,395)          (28,525)            (35,999)
Equity in net losses of affiliates.......          (2,060)           (1,912)           (1,601)           (1,228)             (6,801)
Net (loss) income........................         (19,375)          (17,398)              (40)          366,278             329,465

1998
----
Revenues.................................(UK Pound)17,576  (UK Pound)19,012  (UK Pound)19,944  (UK Pound)22,055    (UK Pound)78,587
Operating loss...........................          (4,583)           (3,941)           (4,306)           (2,737)            (15,567)
Equity in net losses of affiliates.......          (6,415)           (4,770)           (4,731)           (3,780)            (19,696)
(Loss) income before extraordinary item..         (15,491)          (16,286)          (12,730)           87,712              43,205
Extraordinary item.......................               -                 -                 -            (1,107)             (1,107)
Net (loss) income........................         (15,491)          (16,286)          (12,730)           86,605              42,098
<FN>
---------------
(1)   The  acquisition  of Cablelink 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 have been restated to include the results
      of Cablelink from July 1999.
(2)   Fourth  quarter  and total  year net  income  resulted  from a gain of (UK
      Pound)110.5  million due to the sale of the interests in Birmingham  Cable
      in October 1998 and a gain of (UK  Pound)404.8  million due to the sale of
      the interests in Cable London in November 1999.
</FN>
</TABLE>

                                     - 23 -
<PAGE>
                               NTL (TRIANGLE) LLC
                               ------------------

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                  --------------------------------------------

                              (in (UK Pound)000's)


<TABLE>
<CAPTION>
                                                                      Additions
                                                  Balance at         Charged to              Deductions             Balance
                                                  Beginning           Costs and                 from                at End
                                                   of Year            Expenses                Reserves              of Year
                                                   -------            --------                --------              -------
<S>                                          <C>                    <C>                 <C>                     <C>

   Allowance for Doubtful Accounts
   -------------------------------

   1999..................................... (UK Pound)2,840         (UK Pound)3,129      ((UK Pound)3,483)(a)   (UK Pound)9,452

   1998.....................................           2,598                   1,720                 1,478                 2,840

   1997.....................................           1,338                   1,488                   228                 2,598


<FN>

(a) Uncollectible accounts written off, net of recoveries of (UK Pound)1,038,000
and (UK Pound)172,000 foreign exchange currency translation adjustments,  offset
by (UK  Pound)4,693,000  allowance for doubtful  accounts as of the  acquisition
date of Cablelink.
</FN>
</TABLE>

                                     - 24 -
<PAGE>
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.

                                     - 25 -
<PAGE>
                                     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
                                                                            ----
          Independent Auditors' Reports.......................................7
          Consolidated Balance Sheets--December 31, 1999 and 1998............10
          Consolidated Statements of Operations--Years
           Ended December 31, 1999, 1998 and 1997............................11
          Consolidated Statements of Cash Flows--Years
           Ended December 31, 1999, 1998 and 1997............................12
          Consolidated Statement of Shareholder's
           Equity--Years Ended December 31, 1999, 1998 and 1997..............13
          Notes to Consolidated Financial Statements.........................14

      (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.

               The Company filed the following  current  reports on Form 8-K (i)
               under  Item  2,  5 and 7 on  December  9,  1999  relating  to the
               disposition  of  Cable  London,  the  conversion  to  a  Delaware
               company,  and a  name  change,  and  (ii)  under  Item 2 and 7 on
               December 28, 1999 relating to the  acquisition  of Cablelink from
               its parent, NTL Communications. The Form 8-K filed on December 9,
               1999 included unaudited pro forma financial statements.  The Form
               8-K filed on December 28, 1999 was amended on January 28, 2000 to
               include  consolidated   financial  statements  of  Cablelink  and
               subsidiaries.  It also  included  unaudited  pro forma  financial
               statements for NTL (Triangle) LLC and subsidiaries.

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

           2.l    Reorganization Agreement, dated 19 September 1994, among
                  Warburg, Pincus Investors, L.P., Bankers Trust Investments PLC
                  ("Bankers Trust"), Comcast Corporation ("Comcast"), Comcast
                  U.K. Holdings, Inc., ("Holdings"), the Company and UK Cable
                  Partners Limited ("UKCPL"). (1)
           2.2    Agreement and Plan of Amalgamation dated 4 February 1998 among
                  NTL Incorporated, NTL (Bermuda) Limited and the Company, as
                  amended. (7)
           2.3    Deed of Transfer, dated December 13, 1999. (9)
           3(i)   Memorandum of Association of the Company. (2)
           3(ii)  By-laws of the Company. (2)
           3.1    Certificate of Formation, filed with the Delaware Secretary of
                  State on November 12, 1999. (8)
           3.2    Certificate of Amendment, filed with the Delaware Secretary of
                  State on November 18, 1999. (8)
           3.3    Operating Agreement of NTL (Triangle) LLC, dated as of
                  November 14, 1999. (8)
           3.4    Corrected Certificate of Conversion, filed with the Delaware
                  Secretary of State on November 16, 1999. (8)
           4.l    Form of Certificate for Class A Common Shares, par value (UK
                  Pound)0.01 per share. (2)
           4.2    Indenture dated as of 15 November 1995, between the Company
                  and Bank of Montreal Trust Company, as Trustee, in respect of
                  the Company's 11.20% Senior Discount Debentures Due 2007 (the
                  "2007 Debentures"). (1)

                                     - 26 -
<PAGE>
           10.1   Subscription and Contribution Agreement, dated 26 October
                  1992, among Comcast, UKCPL, the Company, Holdings, Comcast
                  Cablevision of Birmingham, Inc. ("Comcast Birmingham") and
                  Comcast Cablevision of London, Inc. (2)
           10.2   Shareholders Agreement, dated 11 December 1992 (the
                  "Shareholders Agreement"), among Holdings, UKCPL, the Company
                  and Comcast. (2)
           10.3   Supplemental Agreement, dated 21 June 1995, among the Company,
                  Comcast Consulting, Comcast, Holdings, Warburg Pincus and UK
                  Consulting to the NewCo Services Agreement, the Delegation
                  Agreement and the Shareholders Agreement. (3)
           10.4   Share Exchange Agreement, dated 4 December 1995, among
                  Singapore Telecom International Pte. Limited, Cambridge Cable,
                  the Company and Holdings. (5)
           10.5   Share Exchange Agreement, dated 5 May 1994, between Avalon
                  Telecommunications L.L.C. and the Company. (2)
           10.6   Agreement dated August 14, 1998 among Telewest Communications
                  plc, Telewest Communications Holding Limited, the Company and
                  NTL Incorporated. (6)
           27.1   Financial Data Schedule.
           99.1   Consolidated financial statements of Cambridge Holding Company
                  Limited (a United Kingdom corporation in the prematurity
                  stage) and subsidiaries as of and for the years ended December
                  31, 1995 and 1994. (6)
---------------
(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (File No. 33-96932) declared effective November 9, 1995.
(2)  Incorporated by reference to the Company's Registration Statement on Form
     S-1 (File No. 33-76160) declared effective September 20, 1994.
(3)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
     filed for the quarter ended June 30, 1995 (File No. 0-24792).
(4)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q,
     filed for the quarter ended March 31, 1995 (File No. 0-24792).
(5)  Incorporated by reference to the Company's Current Report on Form 8-K,
     filed January 22, 1996.
(6)  Incorporated by reference to NTL Incorporated's Current Report on Form 8-K
     dated August 18, 1998. (File No. 000-22616).
(7)  Incorporated by reference to NTL's Registration Statement on Form S-4 (File
     No. 333-64727).
(8)  Incorporated by reference to the Company's Current Report on Form 8-K,
     filed December 9, 1999.
(9)  Incorporated by reference to the Company's Current Report on Form 8-K,
     filed December 28, 1999.

                                     - 27 -
<PAGE>
                                   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.

Dated: March 23, 2000

NTL (Triangle) LLC
(Registrant)
By:   NTL Group Limited
      Its Sole Managing Member (on behalf of Registrant)

/s/   Robert Mackenzie
----------------------------------

Robert Mackenzie
Secretary


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/ Leigh C. Wood     (Chairman of the Board,                     March 23, 2000
--------------------- Director, and Principal Executive Officer
Leigh C. Wood         of NTL Group Ltd., the sole managing
                      member) on behalf of registrant



/s/ David Kelham      (Principal Accounting and Financial         March 23, 2000
--------------------- Officer and Director of NTL Group
David Kelham          Ltd., the sole managing member) on
                      behalf of registrant



/s/ Robert Mackenzie  (Director of NTL Group Ltd.,                March 23, 2000
--------------------  the sole managing member) on
Robert Mackenzie      behalf of registrant



/s/ Steve Wagner      (Director of NTL Group Ltd.,                March 23, 2000
--------------------- the sole managing member) on
Steve Wagner          behalf of registrant



/s/ Jeremy Thorp      (Director of NTL Group Ltd.,                March 23, 2000
--------------------- the sole managing member) on
Jeremy Thorp          behalf of registrant



/s/  Peter Douglas    (Director of NTL Group Ltd.,                March 23, 2000
--------------------- the sole managing member) on
Peter Douglas         behalf of registrant



                                     - 28 -