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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

|           |  |                                                                                     
|---------- |  | ------------------------------------------------------------------------------------
|(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, 2002                                         

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

110 East 59th Street

New York, NY 10022


(212) 906-8440


(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)




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

NONE




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

NONE




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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes   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

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

As of March 31, 2003, there were 800,000 membership interests of the Registrant
outstanding. The Registrant is an indirect, wholly-owned subsidiary of NTL
Incorporated, and there is no market for the Registrants membership interests.

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



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DOCUMENTS INCORPORATED BY REFERENCE

NONE




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TABLE OF CONTENTS



|                        |                                                                                               |  |  |  |  |  |  | 
|----------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                 
|NTL CORPORATE STRUCTURE
|                        | Item 1. Business                                                                             
|                        | Item 2. Properties                                                                           
|                        | Item 3. Legal Proceedings                                                                    
|                        | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                
|                        | Item 5. Market for the Registrants Common Equity and Related Shareholder Matters            
|                        | Item 6. Selected Financial Data                                                              
|                        | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                        | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                        | Item 8. Financial Statements and Supplementary Data                                          
|                        | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III               
|                        | Items 10, 11, 12 and 13.                                                                     
|                        | Item 14. Controls and Procedures                                                             
|PART IV                
|                        | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|EXHIBIT INDEX          
|SIGNATURES             
|CERTIFICATIONS         
|SUBSIDIARIES           
|CERTIFICATIONS         



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TABLE OF CONTENTS

|         |                         |                                                                                               |  |    |    | 
|-------- | ----------------------- | --------------------------------------------------------------------------------------------- |  | -- | -- | 
|PART I   |                         |                                                                                               |  |   
|         | NTL CORPORATE STRUCTURE |                                                                                               |  | 1  |   
|         |                         | Item 1. Business                                                                              |  |    | 1  | 
|         |                         | Item 2. Properties                                                                            |  |    | 2  | 
|         |                         | Item 3. Legal Proceedings                                                                     |  |    | 2  | 
|         |                         | Item 4. Submission of Matters to a Vote of Security Holders                                   |  |    | 2  | 
|PART II  |                         |                                                                                               |  |   
|         |                         | Item 5. Market for the Registrants Common Equity and Related Shareholder Matters             |  |    | 2  | 
|         |                         | Item 6. Selected Financial and Other Data                                                     |  |    | 3  | 
|         |                         | Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations |  |    | 3  | 
|         |                         | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                           |  |    | 11 | 
|         |                         | RISK FACTORS                                                                                  |  |    | 12 | 
|         |                         | Item 8. Financial Statements and Supplementary Data                                           |  |    | 19 | 
|         |                         | Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  |    | 19 | 
|PART III |                         |                                                                                               |  |   
|         |                         | Items
10, 11, 12 and 13.   Omitted pursuant to General Instruction I(2)(c) to Form 10-K       |  |    | 19 | 
|         |                         | Item 14. Controls and Procedures                                                              |  |    | 19 | 
|PART IV  |                         |                                                                                               |  |   
|         |                         | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                      |  |    | 20 | 
|         | SIGNATURES              |                                                                                               |  | 22 |   
|         | CERTIFICATIONS          |                                                                                               |  | 23 |   

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

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

In this Annual Report on Form 10-K, the Company, we, us and our refer to NTL
(Triangle) LLC and its subsidiaries except where we expressly state that we are
only referring to NTL (Triangle) LLC or the context otherwise requires that we
are only referring to NTL (Triangle) LLC and NTL refers to NTL Incorporated
and its consolidated subsidiaries except where we expressly state that we are
only referring to NTL Incorporated or the context otherwise requires that we
are only referring to NTL Incorporated.

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##### Table of Contents






PART I




NTL CORPORATE STRUCTURE

The following chart shows on a condensed basis the corporate structure of NTL
through which its operations are conducted, as of January 10, 2003. This chart
does not show NTLs operating or other intermediate companies.

NTL CORPORATE STRUCTURE

|    |  |                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|*   |  | Includes Diamond Holdings, the issuer of the 10% Senior Notes due 2008
and 9-1/8% Senior Notes due 2008 and Diamond Cable Communications Limited.
|    |  |                                                                                                                                                  
|**  |  | Includes the subsidiaries which secure NTLs Senior Credit Facility and
Working Capital Credit Facility                                          
|    |  |                                                                                                                                                  
|*** |  | Includes us, the issuer of the 11.2% Senior Discount Debentures due 2007,
and our subsidiaries                                                   




Item 1.Business

RECENT DEVELOPMENTS

NTLs Completed Restructuring

We are an indirect, wholly-owned subsidiary of NTL Incorporated. On May
8, 2002, NTL Incorporated (then known as NTL Communications Corp.), NTL Europe,
Inc. (then known as NTL Incorporated and the former parent company of NTL
Communications Corp.) and certain of their subsidiaries filed a pre-arranged
joint reorganization plan, referred to in this annual report as the Plan, under
Chapter 11 of the US Bankruptcy Code. We were not included in the Chapter 11
filing, nor were the operating subsidiaries of NTL Incorporated and NTL Europe,
Inc. The Plan became effective on January 10, 2003, at which time NTL
Incorporated, our indirect parent company, emerged from Chapter 11
reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets including our ultimate parent company. Prior to
consummation of the Plan, we were a wholly-owned, indirect subsidiary of the
entity then known as NTL Incorporated, which, pursuant to the Plan, was renamed
NTL Europe, Inc. and which became the holding company for the former NTL
groups continental European and certain other assets.





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History

NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited) (formerly
NTL (Bermuda) Limited) (formerly NTL (Bermuda) LLC) (the Company or NTL
Triangle) is a holding company which holds all of the shares of various
companies principally engaged in the development, construction, management and
operation of broadband communications networks for telephone, cable television
and Internet services in the United Kingdom and Ireland. The Company owns the
companies that have franchises to provide telecommunications services in
Darlington and Teesside (collectively Teesside) and Cambridge in the UK, and
NTL Communications (Ireland) Limited (formerly Cablelink Limited)
(Cablelink), which owns the companies that provide telecommunications
services in Dublin, Galway and Waterford, Ireland.

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

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

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




Item 2.Properties

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

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




Item 3.Legal Proceedings

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




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

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




PART II




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

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

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Item 6.Selected Financial Data

The following table sets forth certain financial data for each of the five
years ended December 31, 2002. The information has been derived from and should
be read in conjunction with the Consolidated Financial Statements and Notes
thereto included in Part II Item 8 of this Form 10-K.

|                                                   |  |                         |            |         |  |         |            |            |  |                |           |   |  |  |           |   |  |   |         |  
|-------------------------------------------------- |  | ----------------------- | ---------- | ------- |  | ------- | ---------- | ---------- |  | -------------- | --------- | - |  |  | --------- | - |  | - | ------- | -
|                                                   |  | Year Ended December 31,
|                                                   |  |                        
|                                                   |  | 2002(1)                 |            | 2001(1) |  | 2000(1) |            | 1999(1)(2) |  | 1998(3)       
|                                                   |  |                         |            |         |  |         |            |            |  |               
|                                                   |  |                         |            |         |  |         |            |            |  | (In thousands) |           |   |  |  |           |   |  |  
|Statement of Operations Data:                      |  |                         |            |         |  |         |            |            |  |                |           |   |  |  |           |   |  |   |         |  
|Service income                                     |  |                         | £ 194,241  |         |  |         | £ 180,893  |            |  |                | £ 160,734 |   |  |  | £ 118,963 |   |  | £ | 77,649  |  
|Consulting fee income                              |  |                         |           |         |  |         |           |            |  |                |          |   |  |  |          |   |  |   | 938     |  
|Operating loss                                     |  |                         | (69,427    | )       |  |         | (381,049   | )          |  |                | (80,556   | ) |  |  | (35,999   | ) |  |   | (15,567 | )
|Equity in net losses of affiliates                 |  |                         |           |         |  |         |           |            |  |                |          |   |  |  | (6,801    | ) |  |   | (19,696 | )
|(Loss) income before extraordinary
item            |  |                         | (70,056    | )       |  |         | (431,048   | )          |  |                | (139,424  | ) |  |  | 329,465   |   |  |   | 43,205  |  
|Extraordinary item                                 |  |                         |           |         |  |         |           |            |  |                |          |   |  |  |          |   |  |   | (1,107  | )
|Net (loss) income                                  |  |                         | (70,056    | )       |  |         | (431,048   | )          |  |                | (139,424  | ) |  |  | 329,465   |   |  |   | 42,098  |  
|Balance Sheet Data:                                |  |                         |            |         |  |         |            |            |  |                |           |   |  |  |           |   |  |   |         |  
|At year end:                                       |  |                         |            |         |  |         |            |            |  |                |           |   |  |  |           |   |  |   |         |  
|Working capital (deficiency)                       |  |                         | £ (361,462 | )       |  |         | £ (355,147 | )          |  |                | £ (60,568 | ) |  |  | £ (9,467  | ) |  | £ | 75,020  |  
|Total assets                                       |  |                         | 517,121    |         |  |         | 602,729    |            |  |                | 920,605   |   |  |  | 901,269   |   |  |   | 514,802 |  
|Long-term debt including loans from
affiliates (4) |  |                         | 398,242    |         |  |         | 426,106    |            |  |                | 374,972   |   |  |  | 293,285   |   |  |   | 259,104 |  
|Shareholders equity                               |  |                         | 38,116     |         |  |         | 107,058    |            |  |                | 439,627   |   |  |  | 547,975   |   |  |   | 213,782 |  

Notes to Selected Financial Data



|(1) |  | Beginning in the fourth quarter of 1999, a subsidiary of NTL Incorporated
began charging the Company for infrastructure and management support
services. The Company was charged £70.0 million, £60.8 million, £29.7
million and £2.9 million in 2002, 2001, 2000 and 1999, respectively. In the fourth quarter of
2001, the Company incurred asset impairment charges of £291.6 million and
other charges of £5.7 million. In the fourth quarter of 2002, the Company
incurred asset impairment charges of £19.3 million.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | In 1999, the Company sold its 50.0% ownership interest in Cable London to
Telewest Communications plc for £428.0 million and recognized a gain on
the sale of £404.8 million. In addition, the results of operations and
financial position include Cablelink beginning July 1999.                                                                                                                                                                                                                                        
|   
|(3) |  | In 1998, the Company sold its 27.5% ownership interest in Birmingham
Cable Corporation Limited to Telewest Communications plc for £130.0
million and recognized a gain on the sale of £110.5 million.                                                                                                                                                                                                                                                                                                                     
|   
|(4) |  | As of December 31, 2002 and 2001
there was long-term debt of £323,045,000 and £358,150,000, respectively classified as current.                                                                                                                                                                                                                                                                                                                                                                                           




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

Liquidity and Capital Resources

NTLs Completed Restructuring

We are an indirect, wholly-owned subsidiary of NTL Incorporated. On May
8, 2002, NTL Incorporated (then known as NTL Communications Corp.), NTL Europe,
Inc. (then known as NTL Incorporated and the former parent company of NTL
Communications Corp.) and certain of their subsidiaries filed a pre-arranged
joint

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reorganization plan under Chapter 11 of the US Bankruptcy Code. We were
not included in the Chapter 11 filing, nor were the operating subsidiaries of
NTL Incorporated and NTL Europe, Inc. The Plan became effective on January 10,
2003, at which time NTL Incorporated, our indirect parent company, emerged from
Chapter 11 reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets including our ultimate parent company. Prior to
consummation of the Plan, we were a wholly-owned subsidiary of the entity then
known as NTL Incorporated, which, pursuant to the Plan, was renamed NTL
Europe, Inc. and which became the holding company for the former NTL groups
continental European and certain other assets.

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability of our
former ultimate parent company, then known as NTL Incorporated (now NTL Europe,
Inc.) and its subsidiaries to access those markets as well as its ability to
obtain financing from its bank lenders and equipment suppliers became severely
restricted. In addition, the former NTL Incorporated and its subsidiaries had
no further funds available, or were unable to draw upon funds under its credit
facilities. As a result of these factors, together with its substantial
leverage, on January 31, 2002, the former NTL Incorporated announced that it
had appointed professional advisors to advise on strategic and recapitalization
alternatives to strengthen its balance sheet, reduce debt and put an
appropriate capital structure in place for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities, in March 2002, the former NTL Incorporated commenced
negotiations with a steering committee of the unofficial committee of its
bondholders and the committees legal and financial advisors.

The former NTL Incorporated and its subsidiaries failed to make interest
payments on some of the outstanding notes starting on April 1, 2002. It also
failed to declare or pay dividends on certain series of its outstanding
preferred stock, due to a lack of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, the former NTL
Incorporated and certain of its subsidiaries, including ou current ultimate
parent company, then known as NTL Communications Corp. (now NTL Incorporated)
(collectively, the Debtors) filed cases and a pre-arranged joint
reorganization plan under Chapter 11 of the US Bankruptcy Code. In connection
with the filing, some members of the unofficial creditors committee of
bondholders entered into a credit facility agreement, referred to in this
annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware committed to provide up to an additional $130 million
to the current NTL Incorporated and its subsidiaries under the DIP facility).

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by the Debtors on May 8, 2002, there was an event of default under
all of the former NTL Incorporated and its subsidiaries credit facilities and
the indentures governing all of their publicly traded debt, other than debt of
NTL Triangle.

The Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, the former NTL Incorporated negotiated with a group of
lenders to enter into a new financing arrangement to repay the DIP facility, to
repay certain obligations and to provide liquidity to NTL. The Plan became
effective on January 10, 2003 (referred to as the Effective Date), at which
time the Debtors emerged from Chapter 11 reorganization. In connection with
the Debtors emergence from Chapter 11 reorganization, the current NTL
Incorporated and certain of its subsidiaries issued $558.249 million aggregate
principal face amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on
January 10, 2003. Initial purchasers of the Exit Notes also purchased 500,000
shares of the current NTL Incorporateds common stock on that date. The gross
proceeds from the sale of the Exit Notes and such

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shares totaled $500 million. The proceeds were used in part to repay
amounts outstanding under the DIP facility (which was repaid on the Effective
Date) and to purchase from NTL Delaware a £90 million note of NTL (UK) Group
Inc. and to repay certain other obligations. Also on January 10, 2003, NTL
Incorporated and its lending banks amended its existing credit facilities.

The Company has historically incurred operating losses and negative operating cash flow. In addition, the Company required and expects to continue to require significant amounts of capital to finance construction of its networks,
 connection of customers to the networks, other capital expenditures and for working capital needs including debt service requirements.

As of
December 31, 2002, the Company had approximately £18.2 million in cash and cash equivalents on hand. The Company expects to require additional cash in the twelve months from
January 1, 2003 to December 31, 2003. The Company estimates that its capital expenditures and debt service requirements, net of cash from operations, will
aggregate up to approximately £32.0 million from January 1, 2003 to December 31, 2003. Management of the Company believes that cash and cash equivalents on hand at December 31, 2002, and cash from NTL
Incorporated will be sufficient for its and its subsidiaries cash requirements during the twelve months from January 1, 2003 to December 31, 2003.

Over the long term, the Company will continue to require cash to fund operations, service its remaining
debt and implement its strategy. In order to fund these requirements, the Company anticipates that it will use cash flow from operations and may also need to issue additional debt or equity
securities or may need to secure additional bank financing. Given the restrictions on incurring additional debt that are in the indentures governing
our outstanding notes, there can be no assurance that these sources of funds will be available to us.

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

Description of Indebtedness

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

In October 2000, Cablelink entered into a loan agreement with a subsidiary
of NTL under which £75.2 million and £68.0 million had been borrowed at
December 31, 2002 and 2001, respectively. The outstanding borrowings are due in
October 2007. Interest is payable quarterly in arrears beginning March 31,
2001. The annual interest rate is set on January 1 of each year at the 12-month
EURIBOR rate plus 1%. The effective interest rate at December 31, 2002 and 2001
was 4.32% and 5.69%, respectively.

Consolidated Statement of Cash Flows

Net cash provided by (used in) operating activities amounted to £16.6
million, £(45.5) million and £19.7 million for the years ended December 31,
2002, 2001 and 2000, respectively. The changes in net cash provided by
operating activities are primarily due to movements in working capital as a
result of the timing of receipts and disbursements.

Net cash used in investing activities was £35.3 million, £66.9 million and
£96.2 million for the years ended December 31, 2002, 2001 and 2000,
respectively. Net cash used in investing activities in 2002, 2001 and 2000 was
primarily used for capital expenditures and has reduced as a result of the
Companys continued effort to conserve cash.

Net cash provided by financing activities was £1.7 million, £142.7 million
and £53.5 million for the years ended December 31, 2002, 2001 and 2000,
respectively. Net cash provided by financing activities in 2002 includes £2.7
million in cash received by Cablelink from a subsidiary of NTL Incorporated.
Net cash provided by financing activities in 2001 includes £43.8 million in
cash received by Cablelink from a subsidiary of NTL Incorporated and
contributions from NTL Group Limited of £99.4 million. Net cash provided by
financing activities in 2000 includes contributions from NTL Group Limited of
£30.1 million and cash received by Cablelink from a subsidiary of NTL
Incorporated of £24.8 million.

Contractual Obligations and Commercial Commitments

The Companys consolidated contractual obligations are summarized below,
and are fully disclosed in the Notes to Consolidated Financial Statements.

The Company has no significant commercial commitments as of December 31,
2002.

The following table includes aggregate information about the Companys
contractual obligations as of December 31, 2002 and the periods in which
payments are due.

|                          |  |                        |         |        |  |           |     |       |  |               |     |         |  |  |         |  |  |  |     | 
|------------------------- |  | ---------------------- | ------- | ------ |  | --------- | --- | ----- |  | ------------- | --- | ------- |  |  | ------- |  |  |  | --- | 
|                          |  | Payments Due by Period
|                          |  |                       
|                          |  |                        |         |        |  | Less than |     | 1-3   |  | 4-5           |     | After 5
|Contractual Obligations   |  | Total                  |         | 1 Year |  | Years     |     | Years |  | Years        
|                          |  |                        |         |        |  |           |     |       |  |              
|                          |  |                        |         |        |  |           |     |       |  | (In millions) |     |         |  | 
|Long-Term Debt            |  |                        | £ 321.4 |        |  |           | £  |       |  |               | £  |         |  |  | £ 321.4 |  |  |  | £  | 
|Capital Lease Obligations |  |                        | 2.6     |        |  |           | 0.7 |       |  |               | 1.5 |         |  |  | 0.3     |  |  |  | 0.1 | 

5



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##### Table of Contents



|                                   |  |                        |         |        |  |           |       |       |  |               |       |         |  |  |         |  |  |  |         | 
|---------------------------------- |  | ---------------------- | ------- | ------ |  | --------- | ----- | ----- |  | ------------- | ----- | ------- |  |  | ------- |  |  |  | ------- | 
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |         |        |  | Less than |       | 1-3   |  | 4-5           |       | After 5
|Contractual Obligations            |  | Total                  |         | 1 Year |  | Years     |       | Years |  | Years        
|                                   |  |                        |         |        |  |           |       |       |  |              
|                                   |  |                        |         |        |  |           |       |       |  | (In millions) |       |         |  | 
|Operating Leases                   |  |                        | 38.1    |        |  |           | 2.5   |       |  |               | 6.8   |         |  |  | 1.7     |  |  |  | 27.1    | 
|Unconditional Purchase Obligations |  |                        | 2.9     |        |  |           | 2.9   |       |  |               |      |         |  |  |        |  |  |  |        | 
|Other Long-Term Obligations        |  |                        | 75.2    |        |  |           |      |       |  |               |      |         |  |  |        |  |  |  | 75.2    | 
|                                   |  |                        |         |        |  |           |       |       |  |              
|Total Contractual Cash Obligations |  |                        | £ 440.2 |        |  |           | £ 6.1 |       |  |               | £ 8.3 |         |  |  | £ 323.4 |  |  |  | £ 102.4 | 
|                                   |  |                        |         |        |  |           |       |       |  |              

Critical Accounting Policies

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



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

Selected Operating Data

The following table sets forth certain operating data of the Company as of
December 31, 2002. Comparative figures for December 31,
2001 are not available.

6



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##### Table of Contents



|                                     |  |               |         |                |  |   |         |  
|------------------------------------ |  | ------------- | ------- | -------------- |  | - | ------- | -
|                                     |  | UK Franchises |         | Cablelink     
|                                     |  |               |         |               
|                                     |  | As of         |         | As of         
|                                     |  | December
31   |         | December
31(4)
|                                     |  |               |         |               
|Homes passed (1)                     |  |               | 563,000 |                |  |   | 474,900 |  
|Homes marketed (2)                   |  |               | 503,800 |                |  |   | 474,900 |  
|Total customers                      |  |               | 257,834 |                |  |   | 368,512 |  
|Digital
cable subscribers            |  |               | 79,258  |                |  |   | 38,051  |  
|Analog
cable subscribers             |  |               | 45,415  |                |  |   | 311,476 |  
|Broadband
Internet subscribers       |  |               | 61,331  |                |  |   | 1,737   |  
|Dial-up
Internet subscribers         |  |               | 58,128  |                |  |   | 2,500   |  
|Telephone subscribers                |  |               | 247,221 |                |  |   | 6,436   |  
|Penetration (Homes marketed) (3)     |  |               | 51.2    | %              |  |   | 77.6    | %
|Average monthly revenue per customer |  | £             | 36.15   |                |  | £ | 12.38   |  
|Churn                                |  |               | 16.7    | %              |  |   | 7.8     | %



|1. |  | Homes passed is the number of homes that have ducting buried outside.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Homes marketed is the number of homes activated for which the initial
marketing phase (including door to door direct marketing) has been
completed.                                                                                                                                                                                                                                                                                                                                                                       
|  
|3. |  | Penetration is calculated by dividing the number of customers by the
number of homes marketed.                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|4. |  | Cablelink is in the process of
instituting a more rigorous credit policy that is expected to lead to
the involuntary disconnection of certain customers. As a result of
this, Cablelink anticipates that its residential customer base will
decline by approximately 25,000 net customers in 2003. As a result,
we expect a decline in revenue, programming costs and bad debt
expense, but taken together we believe these changes will not have a
significant overall impact on our results of operations or cash flows.

Results of Operations

Summary consolidated financial information for the Company for the three
years ended December 31, 2002, is as follows (in thousands, NM denotes
percentage is not meaningful):

|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  
|-------------------------------------------- |  | ----------------------- | ------- | ------------------- |  | - | -------- | - | - |  | - | -------- | - |  | ---- | ----- | -
|                                             |  | Year
Ended December 31, |         | Increase/(Decrease)
|                                             |  |                         |         |                     | 
|                                             |  | 2002                    |         | 2001                |  |   | £        |   | %
|                                             |  |                         |         |                     |  |   |          |   |  
|Revenues                                     |  | £                       | 194,241 |                     |  | £ | 180,893  |   |   |  | £ | 13,348   |   |  |      | 7.4   |  
|Operating costs                              |  |                         | (88,632 | )                   |  |   | (86,207  | ) |   |  |   | 2,425    |   |  |      | 2.8   |  
|Selling, general and
administrative expenses |  |                         | (67,744 | )                   |  |   | (77,551  | ) |   |  |   | (9,807   | ) |  |      | (12.6 | )
|Asset impairment                             |  |                         | (19,301 | )                   |  |   | (291,617 | ) |   |  |   | (272,316 | ) |  |      | (93.4 | )
|Other charges                                |  |                         | (14,275 | )                   |  |   | (5,651   | ) |   |  |   | 8,624    |   |  |      | 152.6 |  
|Depreciation and amortization                |  |                         | (73,716 | )                   |  |   | (100,916 | ) |   |  |   | (27,200  | ) |  |      | (27.0 | )
|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  
|Operating loss                               |  |                         | (69,427 | )                   |  |   | (381,049 | ) |   |  |   | (311,622 | ) |  |      | (81.8 | )
|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  
|Interest expense                             |  |                         | (38,832 | )                   |  |   | (40,466  | ) |   |  |   | (1,634   | ) |  |      | (4.0  | )
|Interest expense to affiliate                |  |                         | (3,130  | )                   |  |   | (2,951   | ) |   |  |   | 179      |   |  |      | 6.1   |  
|Investment income                            |  |                         | 1,177   |                     |  |   | 504      |   |   |  |   | 673      |   |  |      | 133.5 |  
|Exchange gains/(losses) and other            |  |                         | 35,019  |                     |  |   | (10,353  | ) |   |  |   | 45,372   |   |  |      | 438.2 |  
|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  
|(Loss) before income taxes                   |  |                         | (75,193 | )                   |  |   | (434,315 | ) |   |  |   | (359,122 | ) |  |      | (82.7 | )
|Income tax benefit                           |  |                         | 5,137   |                     |  |   | 3,267    |   |   |  |   | 1,870    |   |  | 57.2 |      
|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  
|Net (loss)                                   |  | £                       | (70,056 | )                   |  | £ | (431,048 | ) |   |  | £ | (360,992 | ) |  |      | (83.7 | )
|                                             |  |                         |         |                     |  |   |          |   |   |  |   |          |   |  |      |       |  

|                                             |  |                         |          |                     |  |      |         |      |  |   |         |   |  |    |       |  
|-------------------------------------------- |  | ----------------------- | -------- | ------------------- |  | ---- | ------- | ---- |  | - | ------- | - |  | -- | ----- | -
|                                             |  | Year
Ended December 31, |          | Increase/(Decrease)
|                                             |  |                         |          |                    
|                                             |  | 2001                    |          | 2000                |  | 2001 |         | 2000
|                                             |  |                         |          |                     |  |      |         |     
|Revenues                                     |  | £                       | 180,893  |                     |  | £    | 160,734 |      |  | £ | 20,159  |   |  |    | 12.5  |  
|Operating costs                              |  |                         | (86,207  | )                   |  |      | (65,843 | )    |  |   | 20,364  |   |  |    | 30.9  |  
|Selling, general and
administrative expenses |  |                         | (77,551  | )                   |  |      | (79,689 | )    |  |   | (2,138  | ) |  |    | (2.7  | )
|Asset impairment                             |  |                         | (291,617 | )                   |  |      |        |      |  |   | 291,617 |   |  | NM |      
|Other charges                                |  |                         | (5,651   | )                   |  |      | (8,543  | )    |  |   | (2,892  | ) |  |    | (33.9 | )
|Depreciation and amortization                |  |                         | (100,916 | )                   |  |      | (87,215 | )    |  |   | 13,701  |   |  |    | 15.7  |  
|                                             |  |                         |          |                     |  |      |         |      |  |   |         |   |  |    |       |  
|Operating loss                               |  |                         | (381,049 | )                   |  |      | (80,556 | )    |  |   | 300,493 |   |  |    | 373.0 |  
|                                             |  |                         |          |                     |  |      |         |      |  |   |         |   |  |    |       |  

7



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|                              |  |                         |          |                     |  |      |          |      |  |   |         |   |  |  |         |  
|----------------------------- |  | ----------------------- | -------- | ------------------- |  | ---- | -------- | ---- |  | - | ------- | - |  |  | ------- | -
|                              |  | Year
Ended December 31, |          | Increase/(Decrease)
|                              |  |                         |          |                    
|                              |  | 2001                    |          | 2000                |  | 2001 |          | 2000
|                              |  |                         |          |                     |  |      |          |     
|Interest expense              |  |                         | (40,466  | )                   |  |      | (36,251  | )    |  |   | 4,215   |   |  |  | 11.6    |  
|Interest expense to affiliate |  |                         | (2,951   | )                   |  |      | (199     | )    |  |   | 2,752   |   |  |  | 1,382.9 |  
|Investment income             |  |                         | 504      |                     |  |      | 1,510    |      |  |   | (1,006  | ) |  |  | (66.6   | )
|Exchange losses and other     |  |                         | (10,353  | )                   |  |      | (27,588  | )    |  |   | (17,235 | ) |  |  | (62.5   | )
|                              |  |                         |          |                     |  |      |          |      |  |   |         |   |  |  |         |  
|(Loss) before income taxes    |  |                         | (434,315 | )                   |  |      | (143,084 | )    |  |   | 291,231 |   |  |  | 203.5   |  
|Income tax benefit            |  |                         | 3,267    |                     |  |      | 3,660    |      |  |   | (393    | ) |  |  | (10.7   | )
|                              |  |                         |          |                     |  |      |          |      |  |   |         |   |  |  |         |  
|Net (loss)                    |  | £                       | (431,048 | )                   |  | £    | (139,424 | )    |  | £ | 291,624 |   |  |  | 209.2   |  
|                              |  |                         |          |                     |  |      |          |      |  |   |         |   |  |  |         |  

2002 compared with 2001

Although total customers decreased in 2002 due to capital constraints
including reduced capital expenditures to connect new customers, revenue
increased £13.3 million in 2002 as compared with 2001. This rise is a result
of price increases including the introduction of charges for the Companys
dial-up Internet service (which was previously available without charge),
upselling additional services to customers and from growth in broadband
subscribers. The Company expects revenue increases in the future to be achieved
by further growth in services such as digital television and broadband
services.

Operating
costs as a percentage of service income were 45.6% and 47.7% in
2002 and 2001, respectively. This reduction resulted from further economies and
efficiencies achieved by NTL from integrating the Companys business into the
rest of NTLs UK business. In absolute terms, operating costs increased from
2001 to 2002 as a result of increases in interconnection and programming costs
owing to usage. Operating costs include certain costs which are charged by a
subsidiary of NTL for the provision of network services and support, the use of
NTLs national backbone telephony network for carriage of the Companys
telephony traffic, as well as the provision of the technical infrastructure and
network capacity by NTL for the Companys Internet service. In the years ended
December 31, 2002 and 2001, these charges were £26.9 million and £21.3 million,
respectively. The Company has reduced direct transactions with third parties
as a result of the continued integration of the Company with NTL. As a result,
costs arising directly from third parties declined significantly in 2002, with
a rise in the costs charged from a subsidiary of NTL. Furthermore, commencing
the first quarter of 2002, a subsidiary of NTL began charging the Company for
broadband and digital television services. In 2002, these charges totaled £2.5
million and £1.8 million, respectively.

Selling, general and administrative expenses decreased in 2002 compared
with 2001 as a result of further economies of scale and efficiencies achieved
by NTL from integrating the Companys business into the rest of NTLs UK
business. Selling, general and administrative expense includes certain costs
which are charged by a subsidiary of NTL for the provision of corporate
services, including finance, legal, HR and facility services, and for the
provision of IT services, including the Companys use of the related IT
equipment. These charges were £43.1 million and
£39.5 million in 2002 and 2001,
respectively. The increase in these charges is partly owing to the continued
integration of the Company with NTL. The Company has reduced its costs incurred
directly from third parties, with a rise in the costs charged by a subsidiary
of NTL. Also, the increase is partly owing to a rise in the charge for the
Companys use of IT and other capital equipment. During 2002, this charge
increased by approximately £2.9 million. A significant
portion of this increase, approximately £1.2 million, was
an expense related to the write-off of certain projects that had been abandoned.

Furthermore, the costs charged by a subsidiary of NTL in 2002
were affected by the following:



| |  |  | As a result of capital constraints imposed on its business,
NTL reduced its expenditure in a number of areas, including those
related to expanding its customer base, and those related to service
arrangements with third parties that provide capital improvements as
part of their services. These measures, as well as the significant
restructuring of NTLs business in 2002 in terms of headcount
reduction and departmental reorganization, have caused NTL to
reassess whether for some 2002 expenditures, assumptions and
estimates relating to the allocation of those costs between capital
and operating expense need to be revised. The result of this
reassessment was to increase the Companys costs for the year ended
December 31, 2002 by £2.9 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8



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##### Table of Contents





| |  |  | During the year NTL undertook a review of certain balance
sheet accounts which identified that there were provisions that were
no longer necessary in light of the resolution of the issues and
other liabilities that such provisions sought to address. The
review resulted in a decrease in the Companys costs by £3.0
million.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Asset impairment charges were £19.3 million and £291.6 million in the
years ended December 31, 2002 and 2001, respectively. Asset impairment charges
of £19.3 million in 2002 are non-cash charges to write-down certain assets to
their estimated fair values based on an assessment that their carrying value
was not recoverable. These charges include license acquisition costs of £18.0
million and goodwill of £1.3 million, and were determined in accordance with SFAS No. 142. Asset impairment charges
of £291.6 million in 2001 were the result of an analysis and review of the
recoverability of the Companys long-lived assets and associated goodwill that
indicated that the carrying value of certain assets would not be recoverable.
The Company recognized a charge of £291.6 million in the fourth quarter of 2001
relating to the write-down of goodwill from the 1999 acquisition of Cablelink.

Other charges of £14.3 million in 2002 include £7.5 million of
restructuring costs incurred by Cablelink and £6.8 million of costs allocated
to the Company by a subsidiary of NTL. These allocated costs include £4.1
million of employee severance and related costs and £2.7 million of
recapitalization expenses. Other charges of £5.7 million in 2001 were allocated
to the Company by a subsidiary of NTL. The 2001 charges include £4.2 million
in costs related to information technology integration and for business
rationalization consulting, plus £1.5 million for the Companys allocated share
of NTL UKs restructuring costs. The charges by a subsidiary of NTL are made
on the basis of an allocation formula appropriate to each category of charge
that is based on managements judgement of a reasonable methodology given the
facts and circumstances.

The following table summarizes Cablelinks restructuring charges included
in other charges that were incurred and utilized in 2001 and 2002. The
employee severance and related costs in 2001 and 2002 were for approximately 20
and 55 employees, respectively, to be terminated, none of who are still
employed by Cablelink as of December 31, 2002 (in £000's).

|                           |  |                   |        |            |  |              |       |       |  |   |        |   |  |   |        |  
|-------------------------- |  | ----------------- | ------ | ---------- |  | ------------ | ----- | ----- |  | - | ------ | - |  | - | ------ | -
|                           |  | Employee          |        |            |  |              |       |       |  |   |        |   |  |  
|                           |  | Severance         |        | Lease Exit |  |              |       |       |  |   |        |  
|                           |  | and Related Costs |        | Costs      |  | Fixed Assets |       | Total
|                           |  |                   |        |            |  |              |       |      
|Charged to expense         |  | £                 | 249    |            |  | £            |      |       |  | £ |       |   |  | £ | 249    |  
|Utilized                   |  |                   |       |            |  |              |      |       |  |   |       |   |  |   |       |  
|                           |  |                   |        |            |  |              |       |       |  |   |        |   |  |   |        |  
|Balance, December 31, 2001 |  | £                 | 249    |            |  |              |      |       |  |   |       |   |  | £ | 249    |  
|2001 provision utilized    |  |                   | (249   | )          |  |              |      |       |  |   |       |   |  |   | (249   | )
|Charged to expense         |  |                   | 1,139  |            |  |              | 1,390 |       |  |   | 5,008  |   |  |   | 7,537  |  
|2002 provision utilized    |  |                   | (1,139 | )          |  |              | (121  | )     |  |   | (5,008 | ) |  |   | (6,268 | )
|                           |  |                   |        |            |  |              |       |       |  |   |        |   |  |   |        |  
|Balance, December 31, 2002 |  | £                 |       |            |  | £            | 1,269 |       |  | £ |       |   |  | £ | 1,269  |  
|                           |  |                   |        |            |  |              |       |       |  |   |        |   |  |   |        |  

Depreciation and amortization decreased £27.2 million in 2002 compared
with 2001 primarily due to the £30.6 million reduction in amortization due to
the adoption of SFAS No. 142 on January 1, 2002. Pursuant to SFAS No. 142, the
Company discontinued the amortization of goodwill and other indefinite lived
intangible assets. Amortization expense in the year ended December 31, 2001,
after deducting the amortization of goodwill and other indefinite lived
intangible assets of £30.6 million, would have been £12.5 million.

Investment income movements are primarily attributable to variations in
the average cash balances available for investment.

Exchange (gains) and losses primarily result from the impact of
fluctuations in the valuation of the UK Pound Sterling on the 2007 Discount
Debentures, which are denominated in US Dollars. The Companys results of
operations will continue to be affected by foreign exchange rate fluctuations.

2001 compared with 2000

Revenue increased £20.2 million in 2001 as compared with 2000 as a result
of price increases, upselling new services to customers and from growth in the
Companys customer base.

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

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

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

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

9



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##### Table of Contents



Interest expense increased by £4.2 million from 2000 to 2001. The increase
from 2000 to 2001 is owing to the 2007 Discount Debentures reaching their face
value in November 2000.

Investment income movements are primarily attributable to variations in
the average cash balances available for investment.

The increase in exchange and losses and other changes was primarily the
result of the impact of fluctuations in the valuation of the UK Pound Sterling
on the 2007 Discount Debentures, which are denominated in US Dollars. The
Companys results of operations will continue to be affected by foreign
exchange rate fluctuations.

Recent Accounting Pronouncements

On
December 31, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 148,
Accounting for Stock-Based Compensation  Transition and
Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock Based Compensation, to provide
alternative methods of transition to SFAS No. 123s fair
value method of accounting for stock-based employee compensation.
SFAS No. 148 also amends the disclosure provisions of SFAS
No. 123 and APB Opinion No. 28, Interim Financial
Reporting.

In July 2002, the Financial Accounting Standards Board (FASB)
issued SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaces
Emerging Issues Task Force Issue No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a
liability for costs associated with an exit or disposal activity is recognized
when the liability is incurred. Under Issue No. 94-3, a liability for an exit
cost as defined is recognized at the date of a commitment to an exit or
disposal plan. SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of this standard is not
expected to have a significant effect on the results of operations, financial
condition or cash flows of the Company.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, which is effective for the Company on January 1, 2003. The
adoption of SFAS No. 145 will require any gain or loss recognized on the
extinguishment of debt to be classified as income or loss from continuing
operations. Prior to SFAS No. 145, gain or loss from the extinguishment of
debt was classified as an extraordinary item.

In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, effective for the Company on
January 1, 2002. This Statement superceded SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and other related accounting guidance. The adoption of this new standard had no
effect on the results of operations, financial condition or cash flows of the
Company.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The adoption of this new standard is not expected to have a significant effect on our results of operations, financial condition or cash flows.

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

Upon the adoption of SFAS No. 142, the Company performed an analysis of
its intangible assets acquired before July 1, 2001 to determine whether they
should be classified and accounted for as part of or separate from

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goodwill. The
Company determined that license acquisition costs would no longer be subject to
amortization since they are deemed to have an indefinite useful life. The
Company also determined that no changes in the remaining useful lives of the
customer lists were required. The Company performed an evaluation for impairment of its goodwill
and license acquisition costs as of January 1, 2002 and
determined that no
impairment charge was required.

Estimated aggregate amortization expense for each of the five succeeding
fiscal years from December 31, 2002 is as follows: £13.0 million in 2003, £7.0
million in 2004, £6.0 million in 2005, £2.0 million in 2006 and £2.0 million in
2007.

The following table shows the Companys net loss as adjusted for the
adoption of SFAS No. 142, had SFAS No. 142 been in effect
on January 1 of each year (in £000s).

|                       |                 |   |                         |   |      |   |          |        |  |   |          |        | 
|---------------------- | --------------- | - | ----------------------- | - | ---- | - | -------- | ------ |  | - | -------- | ------ | 
|                       |                 |   | Year Ended December 31,
|                       |                 |   |                        
|                       |                 |   | 2002                    |   | 2001 |   | 2000    
|                       |                 |   |                         |   |      |   |         
|Net loss  as reported |                 | £ | (70,056                 | ) |      | £ | (431,048 | )      |  | £ | (139,424 | )     
|Amortization of:       |                 |   |                         |   |      |   |          |        |  |   |          |       
|                       | Goodwill        |   |                         |  |      |   |          | 23,336 |  |   |          | 23,027 | 
|                       | Franchise costs |   |                         |  |      |   |          | 7,214  |  |   |          | 7,214  | 
|                       |                 |   |                         |   |      |   |          |        |  |   |          |       
|                       |                 |   |                        |   |      |   | 30,550   |        |  |   | 30,241   |       
|                       |                 |   |                         |   |      |   |          |        |  |   |          |       
|Net loss  as adjusted |                 | £ | (70,056                 | ) |      | £ | (400,498 | )      |  | £ | (109,183 | )     
|                       |                 |   |                         |   |      |   |          |        |  |   |          |       




Item 7A.Quantitative and Qualitative Disclosures About Market Risk

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



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

|                                           |                               |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |          |       |   |  |  |   |  |  |   |       |  |  |   |       | 
|------------------------------------------ | ----------------------------- |  | ----------------------- | - | ---- |  | ---- | - |  | ---- |  | ---- | ----- |  | ------------- | - | ----- |  | -------- | ----- | - |  |  | - |  |  | - | ----- |  |  | - | ----- | 
|                                           |                               |  | Year Ended December 31, |   |      |  |      |   |  |      |  |      | Fair 
|                                           |                               |  |                         |   |      |  |      |   |  |      |  |      | Value
|                                           |                               |  | 2003                    |   | 2004 |  | 2005 |   |  | 2006 |  | 2007 |       |  | Thereafter    |   | Total |  | 12/31/02
|                                           |                               |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |         
|                                           |                               |  |                         |   |      |  |      |   |  |      |  |      |       |  | (In millions) |   |       |  |          |       |   |  |  |   |  |  |  
|Long-Term Debt, including
Current Portion  |                               |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |          |       |   |  |  |   |  |  |   |       |  |  |   |      
|11.20% Senior Discount
Debentures due 2007 |                               |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |          |       |   |  |  |   |  |  |   |       |  |  |   |      
|                                           | Fixed Rate                    |  |                         |  |      |  |      |  |  |      |  |     |       |  |               |  |       |  | $        | 517.3 |   |  |  |  |  |  | $ | 517.3 |  |  | $ | 372.5 | 
|                                           | Average Interest Rate         |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |          | 11.2  | % |  |  |   |  |  |   |       |  |  |   |       | 
|                                           | Average Forward Exchange Rate |  |                         |   |      |  |      |   |  |      |  |      |       |  |               |   |       |  |          | .6989 |   |  |  |   |  |  |   |       |  |  |   |       | 

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RISK FACTORS

We are a wholly-owned subsidiary of NTL Incorporated and are highly
dependent upon NTL Incorporated and its subsidiaries. Accordingly, many of the
following risk factors relate to NTL as a whole and, therefore, could have
serious implications for us.

We have historically relied on NTL and its subsidiaries to meet our funding
needs. NTLs business is capital intensive and it has historically incurred
losses and generated negative cash flows and there can be no assurance that NTL
will be profitable in the future or that it will have sufficient liquidity to
meet our cash flow needs, fund its working capital and capital expenditures and
to meet its obligations under its existing debt instruments.

We are an intermediate holding company with no independent operations or
significant assets other than investments in and advances to our subsidiaries.
We do not generate sufficient cash flow from our operations to fund our
operational expenses and interest payments. We have historically met our cash
requirements through debt or equity from NTL Incorporated and other
subsidiaries of NTL Incorporated. Thus, we are dependent upon NTLs financial
health for our own.

NTLs business is very capital intensive and has always required
significant amounts of cash. Historically, construction, operating expenditures
and interest costs have resulted in negative cash flow, which NTL expects will
continue for the foreseeable future. NTL has also incurred and expects to
continue to incur substantial losses. NTL cannot be certain that it will
achieve or sustain profitability in the future. Failure to achieve
profitability could diminish NTLs ability to meet our cash flow needs, sustain
operations, meet financial covenants, obtain additional required funds and make
required payments on any indebtedness it has incurred or may incur.

NTL had net losses for the year ended December 31, 2002 of $2,375.8
million, and for the years ended December 31:



| |  |  | 2001: $11,837.0 million (including an asset impairment charge of $8,160.6 million)
| | - |  | ----------------------------------------------------------------------------------
|
| |  |  | 2000: $2,388.1 million                                                            
|
| |  |  | 1999: $716.5 million                                                              
|
| |  |  | 1998: $534.6 million                                                              

As of December 31, 2002,
NTLs accumulated deficit was $18.6 billion.

Moreover,
NTL currently expects that it will require approximately £310
million ($499 million) to fund its working capital and capital
expenditures and payments it was required to make on the Effective
Date pursuant to the Plan and the amendment of its UK credit
facilities, net of cash from operations, in the
twelve months from January 1, 2003 to December 31, 2003. A
significant portion of the £310 million total relates to
payments made on the Effective Date. NTL believes that
cash, cash equivalents and marketable securities on hand of
$507.2 million as of
December 31, 2002, and the $500 million in cash from the issuance of its Exit
Notes and shares of NTL Incorporateds common stock to the purchasers of the
Exit Notes will be sufficient for its cash requirements during the twelve
months from January 1, 2003 to December 31, 2003. It is possible that these
sources of cash will be insufficient, resulting in NTL having to raise
additional funds for liquidity. There can be no assurance that NTL will have
the requisite access to new funding if the need arises.

In addition, beginning in 2005, a series of principal payments will come
due on NTLs existing debt instruments as they approach their respective
maturity dates. NTLs ability to make these payments and meet our cash flow
needs and its other ongoing funding requirements is dependent upon a number of
factors, including NTLs existing cash balances, the cash flow generated by its
operating subsidiaries, and its ability to obtain additional financing in the
future. Failure to achieve profitability or maintain or achieve various other
financial performance levels could in the future diminish NTLs ability to meet
our cash flow needs, sustain operations, meet financial covenants, obtain
additional funds, and make required payments on its indebtedness.

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We are an intermediate holding company that is dependent upon cash flow from
our subsidiaries to meet our obligations; our ability to access that cash flow
may be limited in some circumstances.

We are an intermediate holding company with no independent operations or
significant assets other than our investments in and advances to our
subsidiaries. We depend, in part, upon the receipt of sufficient funds from
our subsidiaries to meet our obligations. In addition, the terms of existing
and future indebtedness of us and our subsidiaries and the laws of the
jurisdictions under which those subsidiaries are organized limit the payment of
dividends, loan repayments and other distributions to us under many
circumstances.

We are operationally completely integrated into NTL and thus are reliant on
NTLs management entirely for our business.

Because we are operated as a fully integrated part of NTL, we are entirely
dependant upon NTLs management to manage our business. Thus, the success or
lack of success of NTLs management team as a whole will be directly correlated
to our success or failure. If there is a material adverse effect on NTLs
business as a whole, it is likely we would experience such a material adverse
effect as well.

NTLs substantial leverage could adversely affect its financial health.

NTL is, and, for the foreseeable future will continue to be, highly
leveraged. On a pro forma basis to give effect to NTLs emergence from Chapter
11 reorganization as of December 31, 2002, the accreted value of NTLs total
long-term indebtedness would have been $6,540.1 million. This debt represents
approximately 69.1% of its estimated total capitalization on a pro forma basis
as of December 31, 2002.

NTLs substantial indebtedness, coupled with the relatively high effective
interest rate on its Exit Notes, could adversely affect its financial health
by, among other things:



| |  |  | increasing its vulnerability to adverse changes in general
economic conditions or increases in prevailing interest rates
particularly for any borrowings at variable interest rates,    
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | limiting its ability to obtain additional financing, if
needed, and                                                                                                                     
|
| |  |  | requiring it to dedicate a substantial portion of its cash
flow from operations to service its debt, which reduces the funds
available for operations and future business opportunities.

NTL Incorporated is subject to restrictive debt covenants pursuant to its
indebtedness.

As part of the implementation of the Plan, NTL Incorporated issued
$558.249 million principal amount of Exit Notes to certain of its creditors
under the terms of an indenture. In addition, it amended the terms of its
existing Senior Credit Facility and Working Capital Credit Facility.

The indentures governing NTL Incorporateds outstanding notes, including
its Exit Notes, among other things, significantly restrict and, in some cases,
prohibit its ability and the ability of most of its subsidiaries to:



| |  |  | incur additional debt;                                                               
| | - |  | -------------------------------------------------------------------------------------
|
| |  |  | create or incur liens;                                                               
|
| |  |  | pay dividends or make other equity distributions;                                    
|
| |  |  | purchase or redeem share capital;                                                    
|
| |  |  | create restrictions on the payment of dividends or other amounts by its subsidiaries;
|
| |  |  | make investments;                                                                    
|
| |  |  | sell assets;                                                                         

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| |  |  | issue or sell share capital of certain subsidiaries;                                
| | - |  | ------------------------------------------------------------------------------------
|
| |  |  | engage in transactions with affiliates; and                                         
|
| |  |  | effect a merger or consolidation of, or sell all or substantially all of its assets.

Similar restrictive covenants are contained in the Senior Credit Facility
and Working Capital Credit Facility which are applicable to NTL Incorporated
and most of its subsidiaries. In addition, under its credit facilities, NTL
Incorporated and its subsidiaries must comply with certain financial covenants
specifying various financial performance levels that they are required to meet.
In the event they were to fail to meet any of these covenants and were unable
to cure such breach or otherwise renegotiate such covenant, the lenders under
those facilities would have significant rights to seize control of most of
NTLs assets. Such a default, or a breach of any of the other obligations in
the indenture governing the Exit Notes, could also trigger a default under the
Exit Notes.

The covenants in NTL Incorporateds credit facilities and the indentures
governing its outstanding notes and any future debt may significantly restrict
NTLs future operations. Furthermore, upon the occurrence of any event of
default under the indentures governing NTL Incorporateds notes, credit
facilities or the agreements governing any other debt of its subsidiaries, the
lenders could elect to declare all amounts outstanding under such indentures,
credit facilities or agreements, together with accrued interest, to be
immediately due and payable. If those lenders accelerate the payment of those
amounts, there can be no assurance that the assets of NTL Incorporated and its
subsidiaries will be sufficient to repay in full those amounts.

NTLs Chapter 11 reorganization and uncertainty over our financial condition may
harm our business and our brand name.

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

In addition, uncertainty during our recapitalization process may have
adversely affected our relationships with our suppliers. If suppliers become
increasingly concerned about our financial condition, they may demand faster
payments or refuse to extend normal trade credit, both of which could further
adversely affect our cash conservation measures and our results of operations.
We may not be successful in obtaining alternative suppliers if the need arises
and this would adversely affect our results of operations.

The telecommunications industry is subject to rapid technological changes and
we cannot predict the effect of any changes on our businesses.

The telecommunications industry is subject to rapid and significant
changes in technology and the effect of technological changes on our businesses
cannot be predicted. Our core offerings may become outdated due to
technological breakthroughs rendering our products out of date. In addition,
our business plan contemplates the introduction of services using new
technologies. Our investments in those new services, such as those related to
the 3G mobile network, may prove premature and we may not realize anticipated
returns on these new products. The cost of implementation for emerging and
future technologies could be significant, and our ability to fund such
implementation may depend on our ability to obtain additional financing. We
cannot be certain that we would be successful in obtaining any additional
financing required.

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We are subject to significant competition in each of our business areas and we
expect that competition will intensify  if we are unable to compete
successfully, our financial conditions and results of operations could be
adversely affected.

We face significant competition from established and new competitors in
each of our businesses. In particular, in two of our three key lines of
business  telephony and television  the markets are dominated by our
competitors (BT and BSkyB, respectively), who have very large market shares and
generally have less financial and operating constraints than we do. As existing
technology develops and new technologies emerge, we believe that competition
will intensify in each of our business areas, particularly business
telecommunications and the Internet. Some of our competitors have substantially
greater financial and technical resources than we do. Moreover, we may also be
required to reduce prices if our competitors reduce prices, or as a result of
any other downward pressure on prices for telecommunications services, which
could have an adverse effect on us.

In addition, BSkyB has access to various movie and sports programming
content, with which they create some of the most popular pay TV channels in the
UK. We carry several of those channels on our systems. Although there are
competing channel providers, the position of programming supplier to NTL
undoubtedly is an advantage to BSkyB, not only because the Sky brand is a
feature of our cable TV service, but also because we are dependant upon the
supply of these Sky premium channels allowing BSkyB to influence pricing and
bundling. Thus far, regulators have not disturbed the pricing arrangements
imposed on us by BSkyB. NTL is currently negotiating with BSkyB a formal, long-term
agreement for the supply of certain BSkyB channels, and believes this will be
concluded amicably. However, in the event that we are unable to conclude an
agreement successfully, NTL may be faced with uncertainty over the terms and
charges of such supply, now and in the future.

If we are unable to compete successfully, our financial condition and
results of operations could be adversely affected.

NTLs growth has been curtailed by funding constraints.

NTL has significantly decreased the amount it is spending on capital
expenditures due to liquidity constraints during the recapitalization process
and expects to further reduce capital expenditures during 2003. The decrease in
capital expenditure is the result of NTLs need to divert increasing amounts of
its financial resources to meet liquidity requirements. As a result, we may be
unable to increase our customers in the short term and our near-term revenue
and future revenue growth may be adversely affected.

NTL remains subject to the risks of successfully integrating the acquisitions
through which it has historically grown its business. In particular, NTL is in
the process of integrating its various billing and operation platforms  if it
does not complete this integration, NTL could experience an adverse effect on
its customer service, churn rate and operating costs.

NTL has historically grown its business through acquisitions. This has
resulted in its exposure to the risk of failing to successfully integrate those
acquisitions, in particular, workforce, management, network and systems. A
significant result of NTLs growth through acquisitions is that it has
inherited a variety of distinct billing and customer service systems from
various companies that it has acquired. NTL is in the process of integrating
its various billing systems and customer databases in an effort to improve one
of the main tools it uses to provide customer service; however, it does not as
yet have an integrated billing and operational platform. There can be no
assurance that this integration project will be successful. If the full
integration of NTLs billing and customer service systems is not successful,
NTL could experience an adverse effect on its customer service, churn rate and
costs of maintaining these systems going forward. NTL could also experience
operational failures related to billing and collecting revenue from its
customers, which, depending on the severity of the failure, could have a
material adverse effect on its business.

Moreover, the integration process has involved a number of internal
reorganizations of NTLs business as NTL continues to strive for better
performance. These reorganizations have typically involved, among other
things, the termination of employees made redundant as a result of the process.
Although NTL cannot predict precisely the effect that this has had, it is
likely these internal reorganizations have negatively impacted employee morale.
If NTL

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undertakes additional internal reorganizations they will similarly likely
negatively impact morale. Negative effects on employee morale can have a
negative effect on NTLs operations generally.

One of NTLs key strategies is to reduce customer churn. However there can be
no assurance that NTL will successfully accomplish this or that its churn rate
will not increase.

NTL has experienced rapid growth and development in a relatively short
period, either through acquisitions or connecting customers to its network. One
of NTLs biggest challenges as it has grown has been to limit its customer
churn. The successful implementation of NTLs business plan depends upon a
reduction in the percentage of customers that stop using its services.

In order to reduce churn in the future, NTL aims to improve customer
service. This improvement will be difficult to obtain without an integrated
billing system and a customer database across NTLs entire network. If the
integration of NTLs various billing system is not successful, it could
experience an adverse effect on customer service and, in turn, the churn rate.

NTL plans to increase its customer and revenue generating unit (referred
to in this annual report as an RGU) base in 2003. If demand for NTLs products
and services is greater than anticipated, its customer service call centers
could experience a higher than expected volume of calls. If customer service
suffered as a result, it could contribute to churn. NTLs business plan also
includes the migration of its customers from analog to digital service. The
migration process could also increase churn levels.

NTLs ability to reduce churn could also be adversely affected by the
availability of competing services in the UK, such as the digital satellite and
digital terrestrial television services offered by BSkyB and the BBC, and
telephone, Internet and broadband services offered by BT. BT and BSkyB have
regularly launched strong direct and indirect win-back campaigns to entice
NTLs customers to churn and move to these competing services.

Another part of our strategy to reduce churn is to increase take up of
broadband services by our existing customers. If this increased level of take
up does not materialize we may have difficulties in reducing churn levels,
which would adversely impact our results of operations.

NTLs prospects will depend in part on its ability to control its costs while
maintaining and improving service levels following our recent restructuring.

As a result of capital constraints imposed on NTLs business during our
recent restructuring, NTL has been engaged in a process of reducing
expenditures in a variety of areas, including by way of a substantial reduction
in capital expenditure, a reduction in the number of employees and the
outsourcing of some functions. NTLs prospects will depend in part on its
ability to continue to control costs and operate more efficiently, while
maintaining and improving existing service levels. In particular, in order to
reduce costs we are in the process of negotiating with several of our vendors
for better terms under existing and future agreements. We cannot be certain
that such negotiations will conclude successfully.

Failure to successfully market broadband to NTLs existing customer base will
adversely impact NTLs revenue and results of operations.

A significant component of NTLs strategy is to successfully market
broadband products to its existing consumer customer base. NTL believes that
its triple play offering of telephony, broadband access to the Internet and
digital television will prove attractive to its existing customer base and
allow it to increase its average revenue per user. However, NTL faces
significant competition in these markets, through digital satellite and digital
terrestrial television and through alternative Internet access media, such as
the DSL service offered by BT and Freeserve. Additionally, some of NTLs
competitors have substantially greater financial and technical resources than
NTL does. If NTL is unable to charge the prices for broadband services that are
anticipated in its business plan in response to competition or if NTLs
competition offers a better product to its customers, NTLs results of
operations will be adversely affected.

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NTL is dependent upon a small number of key personnel.

A small number of key executive officers manage NTLs businesses. The loss
of one or more of these executive officers could have a material adverse effect
on NTL. NTL believes that its future success will depend in large part on its
continued ability to attract and retain highly skilled and qualified personnel.
Although NTL has entered into employment contracts with all of its executive
officers, those contracts cannot prevent such individuals from resigning. If an
individual does resign, he or she is bound by certain non-compete clauses which
may or may not discourage the individual from leaving.

NTLs principal businesses are subject to government regulation, including
pricing regulation, and changes in current regulations may adversely affect it.

NTLs principal business activities are regulated and supervised by
various governmental bodies. Changes in laws, regulations or governmental
policy or the interpretations of those laws or regulations affecting our
activities and those of NTLs competitors, such as licensing requirements,
changes in price regulation and deregulation of interconnection arrangements,
could have a material adverse effect on NTL.

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

NTL is dependent upon many critical systems and processes, many of which are
dependent upon hardware that is concentrated in a small number of locations. If
a catastrophe were to occur at one or more of those locations, it could have a
material adverse effect on NTLs business.

NTLs business is dependent on many sophisticated critical systems, which
support all of the various aspects of its operations from its network to its
billing and customer service systems. The hardware supporting a large number of
critical systems is housed in a relatively small number of locations. If one or
more of these locations were to be subject to fire, natural disaster,
terrorism, power loss, or other catastrophe, it could have a material adverse
effect on and cause irreparable harm to NTLs business. NTL is currently
studying ways to improve its disaster recovery to prevent or mitigate such a
potential failure. However, despite any disaster recovery, security and service
continuity protection measures NTL has or may in the future undertake, there
can be no assurance that these measures will be sufficient. In addition,
although NTL builds its network in resilient rings to ensure the continuity of
network availability in the event of any damage to its underground fibers,
should any ring be cut twice in different locations, it is likely that no
transmission signals will be able to pass, which could cause significant damage
to NTLs business. This is especially so in relation to NTLs Sirius undersea
ring connecting the UK to the Republic of Ireland: any simultaneous cut of the
Northern and Southern rings would isolate NTLs Irish networks from its UK
networks for an extended period.

NTL does not insure the underground portion of our cable network.

NTL obtains insurance of the type and in the amounts that it believes are
customary for similar companies. Consistent with this practice, NTL does not
insure the underground portion of its cable network. Substantially all of NTLs
cable network is constructed underground. Any catastrophe that affects NTLs
underground cable network could result in substantial uninsured losses.

We and NTL are subject to currency risk because we obtained significant
financing and may in the future obtain additional financing in U.S. dollars but
generally generate revenues and incur expenses in pounds sterling and Euros.

We and NTL encounter currency exchange rate risks because we generate
revenues and incur construction and operating expenses in pounds sterling and
Euros while we pay interest and principal obligations with respect to a
significant amount of our existing indebtedness in U.S. dollars. There can be
no assurance that any hedging transactions we might enter into will be
successful or that shifts in the currency exchange rates will not have a

17



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##### Table of Contents



material adverse effect on us. For example, to the extent that the pound
sterling declines in value against the U.S. dollar, and we have not fully
hedged against such declines, the effective cost of servicing our U.S. dollar
debt will be higher and we will incur currency losses.

NTLs broadcast services business is dependent upon ITV and other contracts.

NTLs broadcast services business has contracts for the provision of
television broadcasting transmission services with the ITV national network of
15 affiliated television stations, Channel 4/S4C and Channel 5. The majority of
the prices that NTL may charge these companies for transmission services are
subject to regulation by the UK Office of Telecommunications (referred to in
this annual report as OFTEL). Although, historically, the ITV companies and
Channel 4/S4C have renewed their contracts with NTL, there can be no assurance
that they will do so upon expiration of the current contracts, that they will
not negotiate terms for provision of transmission services by NTL on a basis
less favorable to it or that they would not seek to obtain from third parties a
portion of the transmission services that NTL currently provides.

Other
NTL contracts include a contract for the provision of communications services to
the Metropolitan Police. This contract is subject to renewal and there can be
no assurance that the renewal will be on the same basis, or that the
Metropolitan Police will not seek other parties to provide such services.

The loss of any one of these contracts could have a material adverse
effect on NTL.

NTLs broadcast services business is dependent upon site sharing arrangements
with its principal competitor.

As a result of, among other factors, a natural shortage of potential
transmission sites and the difficulties in obtaining planning permission for
erection of further masts, Crown Castle U.K. Ltd. and NTL have made
arrangements to share a large number of tower sites. There can be no assurance
that the site sharing arrangements will not be terminated. Termination of the
site sharing arrangements would have a material adverse effect on NTL.

Under the present arrangements for analog broadcast services, one of the
parties is the owner, lessor or licensor of each site and the other party is
entitled to request a license to use specified facilities at that site. Each
site license granted pursuant to the site sharing agreement is for an initial
period expiring on December 31, 2005, subject to title to the site and to the
continuation in force of the site sharing agreement. Each site sharing
agreement provides that, if requested by the sharing party, it will be extended
for further periods. Either party may terminate the agreement by giving 5
years written notice until December 31, 2005 or at any date which is a date 10
years or a multiple of 10 years after December 31, 2005. With respect to
digital broadcast services, NTL and Crown Castle UK Ltd are
negotiating to a formal
arrangement pending finalization of a separate digital site sharing agreement
which is envisaged to be on terms similar to the existing analog site
sharing agreement. Presently the parties are operating under an informal
arrangement pending finalization of the formal arrangement. Although NTL
believes that such formalization will be concluded successfully, it cannot be
certain of that conclusion.

Some provisions of the agreements governing the indebtedness of NTL
Incorporated, us and our respective subsidiaries, certain provisions of our
respective certificates of incorporation and NTL Incorporateds stockholder
rights plan could delay or prevent transactions involving a change of control
of us or NTL Incorporated.

We and NTL Incorporated may, under some circumstances involving a change
of control, be obligated to offer to repurchase substantially all of our
respective outstanding notes, and repay other indebtedness (including bank
facilities). There can be no assurance that we or NTL Incorporated, as the case
may be, will have available financial resources necessary to repurchase such
notes or indebtedness in those circumstances.

If NTL Incorporated cannot repurchase and repay this indebtedness in the
event of a change of control, the failure to do so would constitute an event of
default under the indentures and agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness. The
threat of this could have the effect of delaying or preventing transactions
involving a change of control of NTL Incorporated, including transactions in
which stockholders might otherwise receive a substantial premium for their
shares over then current

18



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##### Table of Contents



market prices, and may limit the ability of its stockholders to approve
transactions that they may deem to be in their best interest.

NTL Incorporateds stockholder rights plan and certain provisions of its
certificate of incorporation may have the effect, alone or in combination with
each other or with the existence of authorized but unissued common stock and
preferred stock, of preventing or making more difficult transactions involving
a change of control of NTL Incorporated. Certain provisions of our certificate
of incorporation may have a similar effect with respect to a change of control
involving us.




Item 8.Financial Statements and Supplementary Data

The Consolidated Financial Statements of the Company are filed under this
Item commencing on page F-1 of this Report.

|                  |  |         |         |         |  |         |         |            |  |                |         |   |  |   |          |   |  |   |          |  
|----------------- |  | ------- | ------- | ------- |  | ------- | ------- | ---------- |  | -------------- | ------- | - |  | - | -------- | - |  | - | -------- | -
|                  |  | First   |         | Second  |  | Third   |         | Fourth     |  |                |         |  
|                  |  | Quarter |         | Quarter |  | Quarter |         | Quarter(1) |  | Total Year    
|                  |  |         |         |         |  |         |         |            |  |               
|                  |  |         |         |         |  |         |         |            |  | (In thousands) |         |   |  |   |          |   |  |  
|2002              |  |         |         |         |  |         |         |            |  |                |         |   |  |   |          |   |  |   |          |  
|Revenue           |  | £       | 47,120  |         |  | £       | 48,565  |            |  | £              | 48,968  |   |  | £ | 49,588   |   |  | £ | 194,241  |  
|Operating loss    |  |         | (8,186  | )       |  |         | (5,599  | )          |  |                | (10,371 | ) |  |   | (45,271  | ) |  |   | (69,427  | )
|Net (loss) income |  |         | (25,973 | )       |  |         | 9,020   |            |  |                | (10,599 | ) |  |   | (42,504  | ) |  |   | (70,056  | )
|2001              |  |         |         |         |  |         |         |            |  |                |         |   |  |   |          |   |  |   |          |  
|Revenue           |  | £       | 42,043  |         |  | £       | 45,659  |            |  | £              | 43,949  |   |  | £ | 49,242   |   |  | £ | 180,893  |  
|Operating loss    |  |         | (25,344 | )       |  |         | (20,184 | )          |  |                | (22,125 | ) |  |   | (313,396 | ) |  |   | (381,049 | )
|Net loss          |  |         | (54,719 | )       |  |         | (34,162 | )          |  |                | (16,900 | ) |  |   | (325,267 | ) |  |   | (431,048 | )



---

|(1) |  | In the fourth quarter of 2002, the Company incurred asset impairment
charges of £19,301,000. In the fourth quarter of 2001, the Company
incurred asset impairment charges of £291,617,000. In 2002, the
Company incurred other charges of £14.3 million as follows:
£1.1 million in the first quarter, £2.2 million in the
third quarter and £11.0 million in the fourth quarter.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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) to Form 10-K.
| | -------------------------------------------------------------




Item 14.Controls and Procedures



|(a) |  | Evaluation of Disclosure
Controls and Procedures. The Companys
management, including the directors of NTL Group Limited*, the sole
managing member of the Company, who also serve as the Chief Executive
Officer and acting Chief Financial Officer of the Companys indirect
parent, NTL Incorporated, have conducted an evaluation of the
effectiveness of the Companys disclosure controls and procedures (as such
term is defined in Rule 13a-14(c) and Rule 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the Exchange Act)) as of a date within
90 days prior to the filing date of this annual report (the Evaluation
Date). Based on that evaluation, the Directors have concluded that, as of
the Evaluation Date, the Companys disclosure controls and procedures are
effective in alerting them on a timely basis to material information
relating to the Company (including its consolidated subsidiaries) required
to be included in the Companys reports filed or submitted under the
Exchange Act.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in Internal
Controls. Since the Evaluation Date, there have not
been any significant changes in the Companys internal controls, or in
other factors that could significantly affect such internal controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

19



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##### Table of Contents



*     The Company has no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Bret Richter are Directors of NTL Group Limited, the sole
managing member of the Company, and are the Chief Executive Officer and acting
Chief Financial Officer, respectively, of NTL Incorporated, the indirect parent
of NTL Group Limited and the Company.




PART IV




Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K



|(a) |  | (1) Financial Statements See index to financial statements on page
F-1.
(2) Financial Statement Schedules See list of Financial Statement
Schedules on page F-1.
(3) Exhibits See Exhibit Index on page 21.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | No reports on Form 8-K were filed by the Company during the quarter ended
December 31, 2002.                                                                                                                  
|   
|(c) |  | Exhibits The response to this portion of Item 15 is submitted as a
separate section of this report.                                                                                                          
|   
|(d) |  | Financial Statement Schedules See list of Financial Statement Schedules
on page F-1.                                                                                                                         

20



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                               
|No.     |  |                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                               
|2.1     |  | Agreement and Plan of Amalgamation dated 4 February 1998 among NTL Incorporated,
NTL (Bermuda) Limited and the Company, as amended (Incorporated by reference to
Exhibit 2.1 to the Registration Statement on S-4 filed by the entity then known as
NTL Communications Corp. (now NTL Incorporated) on September 30, 1998, File No.
333-64727)
|        |  |                                                                                                                                                                                                                                                                                                                                               
|2.2     |  | Deed of Transfer, dated December 13, 1999 (Incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by the Company on December 28, 1999,
File No. 000-24792)                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                               
|3.1     |  | Certificate of Formation, filed with the Delaware Secretary of State on November
12, 1999 (Incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K filed by the Company on December 9, 1999, File No. 000-24792)                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                               
|3.2     |  | Certificate of Amendment, filed with the Delaware Secretary of State on November
18, 1999 (Incorporated by reference to Exhibit 3.2 to the Current Report on Form
8-K filed by the Company on December 9, 1999, File No. 000-24792)                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                               
|3.3     |  | Operating Agreement of NTL (Triangle) LLC, dated as of November 14, 1999
(Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed
by the Company on December 9, 1999, File No. 000-24792)                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                               
|3.4     |  | Corrected Certificate of Conversion, filed with the Delaware Secretary of State on
November 16, (Incorporated by reference to Exhibit 99.2 to the Current Report on
Form 8-K filed by the Company on December 9, 1999, File No. 000-24792)                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                               
|4.1     |  | Instrument defining rights of common membership interests (included in Exhibit 3.3)                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                               
|4.2     |  | Indenture dated as of November 15, 1995, between the Company and Bank of Montreal
Trust Company, as Trustee, with respect to the Companys 11.20% Senior Discount
Debentures due 2007 (Incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-1 declared effective November 9, 1995, File No.
33-96932)   
|        |  |                                                                                                                                                                                                                                                                                                                                               
|10.1    |  | Agreement dated August 14, 1998 among Telewest Communications plc, Telewest
Communications Holding Limited, the Company and NTL Incorporated (Incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K filed by NTL
Incorporated on August 18, 1998, File No. 000-22616)                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                               
|21      |  | List of Subsidiaries of NTL (Triangle) LLC (Omitted pursuant to General
Instruction I(2)(b) to Form 10-K)                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                               
|99.1    |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
18 U.S.C. Section 1350*                                                                                                                                                                                                                                      



---

|* |  | Filed herewith
|- |  | --------------

21



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | NTL (TRIANGLE) LLC
(Registrant)
By: NTL Group Limited     
its Sole Managing Member     
(on behalf of Registrant)

| |                                         
| | ----------------------------------------
| | /s/  Barclay
Knapp
Barclay KnappDirector

Dated:  March 31, 2003

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

|                                      |  |                                                                                             |  |                |  | 
|------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                             |  | Title                                                                                       |  | Date          
|                                      |  |                                                                                             |  |               
|                                      |  |                                                                                             |  |                |  | 
|/s/ Barclay
Knapp
Barclay Knapp       |  | Director of NTL Group Limited,
the sole managing member of NTL (Triangle) LLC*              |  | March 31, 2003
|                                      |  |                                                                                            
|/s/ Bret
Richter
Bret Richter         |  | Director of NTL Group Limited,
the sole managing member of NTL (Triangle) LLC*              |  | March 31,
2003
|                                      |  |                                                                                            
|/s/ Robert
Mackenzie
Robert Mackenzie |  | Director and Secretary
of NTL Group Limited,
the sole managing member of NTL (Triangle) LLC |  | March 31, 2003



---

|* |  | The Company has no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Bret Richter are Directors of NTL Group Limited, the sole
managing member of the Company, and are Chief Executive Officer and acting
Chief Financial Officer, respectively, of NTL Incorporated, the indirect parent
of the Company.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22



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##### Table of Contents






CERTIFICATIONS

I, Barclay Knapp, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of NTL
(Triangle) LLC;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly
during the period in which this annual report is being
prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      |  |                                                                                             
|--------------------- |  | --------------------------------------------------------------------------------------------
|Date:  March 31,
2003 |  | /s/ Barclay
Knapp                                                                           
|                      |  | Barclay Knapp
Director of NTL Group Limited,
the sole managing member of
NTL (Triangle) LLC*

23



---



##### Table of Contents



I, Bret Richter, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of NTL
(Triangle) LLC;                                                                                                                                                                                                                                                  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:                                                                                                  



| | a) |  | designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly
during the period in which this annual report is being
prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors
(or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |                                                                                            
|-------------------- |  | -------------------------------------------------------------------------------------------
|Date: March 31, 2003 |  | /s/ Bret Richter                                                                           
|                     |  |                                                                                            
|                     |  | Bret Richter
Director of NTL Group Limited,
the sole managing member of
NTL (Triangle) LLC*



---

|* |  | The Company has no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Bret Richter are Directors of NTL Group Limited, the sole
managing member of the Company, and are Chief Executive Officer and acting
Chief Financial Officer, respectively, of NTL Incorporated, the indirect parent
of the Company.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24



---



##### Table of Contents



FORM 10K  ITEM 15(a) (1)

NTL (TRIANGLE) LLC.

CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2002, and 2001
and for the Years Ended December 31, 2002, 2001, and 2000

The following financial statements of NTL (Triangle) LLC are included in Item
8:



|                                                                                                           |  |      | 
|---------------------------------------------------------------------------------------------------------- |  | ---- | 
|                                                                                                           |  | Page | 
|                                                                                                           |  |     
|Report of Independent Auditors                                                                             |  | F-2  | 
|Consolidated Balance Sheets                                                                                |  | F-3  | 
|Consolidated Statements of Operations                                                                      |  | F-4  | 
|Consolidated Statements of Cash Flows                                                                      |  | F-5  | 
|Consolidated Statements of Shareholders Equity (Deficit)                                                  |  | F-6  | 
|Notes to Consolidated Financial Statements                                                                 |  | F-7  | 
|The following consolidated financial statement schedules of NTL
(Triangle) LLC are included in Item 15(d): |  |      | 
|Schedule II                                                                                                |  | F-16 | 

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore,
have been omitted.

F-1



---



##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholder
NTL (Triangle) LLC

We have audited the accompanying consolidated balance sheets of NTL (Triangle)
LLC and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, shareholders equity and cash flows for
each of the three years in the period ended December 31, 2002. Our audits also
included the financial statement schedule listed in the index at
Item 15(a).
These financial statements and financial statement schedule are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of NTL
(Triangle) LLC and subsidiaries as of December 31, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

As discussed in Note 4, the Company
changed its method of accounting for goodwill and other intangibles
effective January 1, 2002.



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

New York, New York
March 27, 2003

F-2



---



##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED BALANCE SHEETS

|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |         |        |         | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------- | -------------------- | ------------------------------------------ | -------- | ------------------------------ | ------------ | ------- | ------- | ------------ | ------- | ------ | ------- | 
|                                       |                                                                                               |                           |                      |                                            |          |                                | December 31, |         |         | December 31,
|                                       |                                                                                               |                           |                      |                                            |          |                                | 2002         |         |         | 2001        
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|                                       |                                                                                               |                           |                      |                                            |          | (in £000's, except share data)
|Assets                                 |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|Current assets                         |                                                                                               |                           |                      |                                            |          |                                |             
|                                       | Cash and cash equivalents                                                                     |                           |                      | £                                          | 18,154   |                                |              |         | £       | 34,927       |        
|                                       | Accounts receivable, less allowance for
doubtful accounts of £10,738 (2002) and
£9,921 (2001) |                           |                      |                                            | 21,812   |                                |              |         |         | 24,962       |        
|                                       | Other current assets                                                                          |                           |                      |                                            | 1,998    |                                |              |         |         | 7,160        |        
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|                                       |                                                                                               |                           | Total current assets |                                            |          |                                | 41,964       |         |         |              |         | 67,049 |        
|Property and equipment, net            |                                                                                               |                           |                      | 444,680                                    |          |                                |              |         | 473,476 |             
|Intangible assets, net                 |                                                                                               |                           |                      | 30,477                                     |          |                                |              |         | 62,204  |             
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|                                       |                                                                                               |                           | Total
assets         |                                            | £        | 517,121                        |              |         |         | £            | 602,729 |       
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|Liabilities and shareholders equity   |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|Current liabilities                    |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|                                       | Accounts payable and accrued expenses                                                         |                           |                      | £                                          | 31,667   |                                |              |         | £       | 43,578       |        
|                                       | Interest payable                                                                              |                           |                      |                                            | 4,500    |                                |              |         |         | 4,980        |        
|                                       | Deferred revenue                                                                              |                           |                      |                                            | 14,757   |                                |              |         |         | 11,592       |        
|                                       | Due to affiliates                                                                             |                           |                      |                                            | 28,874   |                                |              |         |         | 3,265        |        
|                                       | Current portion of long-term debt                                                             |                           |                      |                                            | 323,628  |                                |              |         |         | 358,781      |        
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|                                       |                                                                                               | Total current liabilities |                      |                                            |          | 403,426                        |              |         |         |              | 422,196 |       
|Loans from affiliate                   |                                                                                               |                           |                      | 75,197                                     |          |                                |              |         | 67,956  |             
|Long-term debt, less current portion   |                                                                                               |                           |                      |                                           |          |                                |              |         |        |             
|Commitments and contingent liabilities |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|Deferred income taxes                  |                                                                                               |                           |                      | 382                                        |          |                                |              |         | 5,519   |             
|Shareholders equity:                  |                                                                                               |                           |                      |                                            |          |                                |              |         |         |             
|                                       | Common membership interests, £.01 par value
 authorized and issued 800,000 shares            |                           |                      |                                            | 8        |                                |              |         |         | 8            |        
|                                       | Additional capital                                                                            |                           |                      |                                            | 493,537  |                                |              |         |         | 493,537      |        
|                                       | Accumulated other comprehensive income (loss)                                                 |                           |                      |                                            | 909      |                                |              |         |         | (205         | )      
|                                       | Accumulated deficit                                                                           |                           |                      |                                            | (456,338 | )                              |              |         |         | (386,282     | )      
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|                                       |                                                                                               |                           |                      | Total shareholders equity                 |          |                                |              | 38,116  |         |              |         |        | 107,058 | 
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        
|                                       |                                                                                               |                           |                      | Total
liabilities and shareholders equity |          |                                | £            | 517,121 |         |              |         | £      | 602,729 | 
|                                       |                                                                                               |                           |                      |                                            |          |                                |              |         |         |              |        

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |         |  
|------------------------ | ------------------------------------------------------------ | - | ----------------------- | ------- | ---- | - | ----------- | -------- | - | - | -------- | ------- | -
|                         |                                                              |   | Year Ended December 31,
|                         |                                                              |   |                        
|                         |                                                              |   | 2002                    |         | 2001 |   | 2000       
|                         |                                                              |   |                         |         |      |   |            
|                         |                                                              |   |                         |         |      |   | (In £000's) |          |   |   |         
|Revenue                  |                                                              | £ | 194,241                 |         |      | £ | 180,893     |          |   | £ | 160,734  |        
|Costs and expenses       |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|                         | Operating (exclusive of depreciation shown separately below) |   |                         | (88,632 | )    |   |             | (86,207  | ) |   |          | (65,843 | )
|                         | Selling, general and administrative                          |   |                         | (67,744 | )    |   |             | (77,551  | ) |   |          | (79,689 | )
|                         | Asset impairment                                             |   |                         | (19,301 | )    |   |             | (291,617 | ) |   |          |        |  
|                         | Other charges                                                |   |                         | (14,275 | )    |   |             | (5,651   | ) |   |          | (8,543  | )
|                         | Depreciation                                                 |   |                         | (61,214 | )    |   |             | (57,863  | ) |   |          | (44,556 | )
|                         | Amortization                                                 |   |                         | (12,502 | )    |   |             | (43,053  | ) |   |          | (42,659 | )
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|                         |                                                              |   | (263,668                | )       |      |   | (561,942    | )        |   |   | (241,290 | )      
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|Operating loss           |                                                              |   | (69,427                 | )       |      |   | (381,049    | )        |   |   | (80,556  | )      
|Other income (expense)   |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|                         | Interest expense                                             |   |                         | (38,832 | )    |   |             | (40,466  | ) |   |          | (36,251 | )
|                         | Interest expense to affiliate                                |   |                         | (3,130  | )    |   |             | (2,951   | ) |   |          | (199    | )
|                         | Investment income                                            |   |                         | 1,177   |      |   |             | 504      |   |   |          | 1,510   |  
|                         | Exchange gains/(losses) and other                            |   |                         | 35,019  |      |   |             | (10,353  | ) |   |          | (27,588 | )
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|                         |                                                              |   | (5,766                  | )       |      |   | (53,266     | )        |   |   | (62,528  | )      
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|Loss before income taxes |                                                              |   | (75,193                 | )       |      |   | (434,315    | )        |   |   | (143,084 | )      
|Income tax benefit       |                                                              |   | 5,137                   |         |      |   | 3,267       |          |   |   | 3,660    |        
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        
|Net loss                 |                                                              | £ | (70,056                 | )       |      | £ | (431,048    | )        |   | £ | (139,424 | )      
|                         |                                                              |   |                         |         |      |   |             |          |   |   |          |        

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |         |         |  
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------------- | ------- | ----------------------- | ------- | ------- | -------- | ----------- | ------- | ------- | -------- | ------- | ------- | -
|                                                 |                                                                                                         |                                                       |                                                     |         | Year Ended December 31,
|                                                 |                                                                                                         |                                                       |                                                     |         |                        
|                                                 |                                                                                                         |                                                       |                                                     |         | 2002                    |         | 2001    |          | 2000       
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |            
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          | (In £000's) |         |         |          |        
|Operating activities                             |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|                                                 | Net (loss)                                                                                              |                                                       | £                                                   | (70,056 | )                       |         | £       | (431,048 | )           |         | £       | (139,424 | )      
|                                                 | Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:               |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         | Depreciation and amortization                         |                                                     |         | 73,716                  |         |         |          | 100,916     |         |         |          | 87,215  |        
|                                                 |                                                                                                         | Asset impairment                                      |                                                     |         | 19,301                  |         |         |          | 291,617     |         |         |          |        |        
|                                                 |                                                                                                         | Amortization of premium on foreign exchange contracts |                                                     |         |                        |         |         |          |            |         |         |          | 2,308   |        
|                                                 |                                                                                                         | Non-cash interest expense                             |                                                     |         |                        |         |         |          |            |         |         |          | 30,860  |        
|                                                 |                                                                                                         | Exchange losses (gains)                               |                                                     |         | (34,925                 | )       |         |          | 10,372      |         |         |          | 25,904  |        
|                                                 |                                                                                                         | Other                                                 |                                                     |         | 2,278                   |         |         |          | 601         |         |         |          | (1,551  | )      
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         |                                                       | (9,686                                              | )       |                         |         | (27,542 | )        |             |         | 5,312   |         
|                                                 | Changes
in operating assets and liabilities, net of effect from business
acquisitions and dispositions: |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         | Accounts receivable and other current
assets          |                                                     |         | 8,646                   |         |         |          | 281         |         |         |          | (20,867 | )      
|                                                 |                                                                                                         | Accounts payable and other current liabilities        |                                                     |         | 17,628                  |         |         |          | (18,260     | )       |         |          | 35,233  |        
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         |                                                       | Net cash provided by (used in) operating activities |         |                         | 16,588  |         |          |             | (45,521 | )       |          |         | 19,678  |  
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|Investing activities                             |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|                                                 | Acquisition, net of cash acquired                                                                       |                                                       |                                                     |        |                         |         |         | (2,726   | )           |         |         |         |        
|                                                 | Capital expenditures                                                                                    |                                                       |                                                     | (35,321 | )                       |         |         | (64,192  | )           |         |         | (96,226  | )      
|                                                 | Purchase of marketable securities                                                                       |                                                       |                                                     |        |                         |         |         |         |             |         |         | (2,166   | )      
|                                                 | Proceeds from sales of marketable
securities                                                            |                                                       |                                                     |        |                         |         |         |         |             |         |         | 2,199    |        
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         |                                                       | Net cash used in investing activities               |         |                         | (35,321 | )       |          |             | (66,918 | )       |          |         | (96,193 | )
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|Financing activities                             |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|                                                 | Principal payments                                                                                      |                                                       |                                                     | (1,039  | )                       |         |         | (566     | )           |         |         | (1,448   | )      
|                                                 | Loans from affiliates                                                                                   |                                                       |                                                     | 2,706   |                         |         |         | 43,800   |             |         |         | 24,784   |        
|                                                 | Contributions from NTL Group Limited                                                                    |                                                       |                                                     |        |                         |         |         | 99,430   |             |         |         | 30,141   |        
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|                                                 |                                                                                                         |                                                       | Net cash provided by financing
activities           |         |                         | 1,667   |         |          |             | 142,664 |         |          |         | 53,477  |  
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|Effect of exchange rate changes on cash          |                                                                                                         |                                                       | 293                                                 |         |                         |         | (4      | )        |             |         | (151    | )       
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|(Decrease)
increase in Cash and Cash Equivalents |                                                                                                         |                                                       | (16,773                                             | )       |                         |         | 30,221  |          |             |         | (23,189 | )       
|Cash and Cash Equivalents, beginning of
year     |                                                                                                         |                                                       | 34,927                                              |         |                         |         | 4,706   |          |             |         | 27,895  |         
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        
|Cash and Cash Equivalents, end of year           |                                                                                                         | £                                                     | 18,154                                              |         |                         | £       | 34,927  |          |             | £       | 4,706   |         
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|Supplemental Cash Flow Disclosures               |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |         
|                                                 | Interest paid                                                                                           |                                                       | £                                                   | 41,696  |                         |         | £       | 40,800   |             |         | £       | 367      |        
|                                                 |                                                                                                         |                                                       |                                                     |         |                         |         |         |          |             |         |         |          |        

See notes to consolidated financial statements.

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##### Table of Contents



NTL (TRIANGLE) LLC

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY



|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|-------------------------------- |  | ----------- | --- | ---------- |  | ------- | - | ------ |  | - | ------- |  |  | ------------- | -------- | -
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  | Comprehensive
|                                 |  | Common      |     | Additional |  | Income 
|                                 |  | Shares      |     | Par        |  | Capital |   | (Loss)
|                                 |  |             |     |            |  |         |   |       
|                                 |  | (in
£000s)
|Balance, December
31, 1999       |  |             | 800 |            |  | £       | 8 |        |  | £ | 363,966 |  |  |               |          |  
|Contributions from
NTL Group Ltd |  |             |     |            |  |         |   |        |  |   | 30,141  |  |  |               |          |  
|Net loss                         |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (139,424 | )
|Currency
translation
adjustment  |  |             |     |            |  |         |   |        |  |   |         |  |  |               | 935      |  
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Comprehensive
loss               |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (138,489 | )
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Balance, December
31, 2000       |  |             | 800 |            |  |         | 8 |        |  |   | 394,107 |  |  |               |          |  
|Contributions from
NTL Group Ltd |  |             |     |            |  |         |   |        |  |   | 99,430  |  |  |               |          |  
|Net loss                         |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (431,048 | )
|Currency
translation
adjustment  |  |             |     |            |  |         |   |        |  |   |         |  |  |               | (951     | )
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Comprehensive loss               |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (431,999 | )
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Balance, December
31, 2001       |  |             | 800 |            |  |         | 8 |        |  |   | 493,537 |  |  |               |          |  
|Net loss                         |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (70,056  | )
|Currency
translation
adjustment  |  |             |     |            |  |         |   |        |  |   |         |  |  |               | 1,114    |  
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Comprehensive loss               |  |             |     |            |  |         |   |        |  |   |         |  |  | £             | (68,942  | )
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  
|Balance, December
31, 2002       |  |             | 800 |            |  | £       | 8 |        |  | £ | 493,537 |  |  |               |          |  
|                                 |  |             |     |            |  |         |   |        |  |   |         |  |  |               |          |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                 |  |               |       |             |  |       |          |   |  |   |          |  
|-------------------------------- |  | ------------- | ----- | ----------- |  | ----- | -------- | - |  | - | -------- | -
|                                 |  | Accumulated   |       |             |  |       |          |   |  |  
|                                 |  | Other         |       |             |  |       |          |   |  |  
|                                 |  | Comprehensive |       | Accumulated |  |       |          |   |  |  
|                                 |  | Income (Loss) |       | (Deficit)   |  | Total
|                                 |  |               |       |             |  |      
|                                 |  | (in
£000s)  
|Balance, December
31, 1999       |  | £             | (189  | )           |  | £     | 184,190  |   |  | £ | 547,975  |  
|Contributions from
NTL Group Ltd |  |               |       |             |  |       |          |   |  |   | 30,141   |  
|Net loss                         |  |               |       |             |  |       | (139,424 | ) |  |   | (139,424 | )
|Currency
translation
adjustment  |  |               | 935   |             |  |       |          |   |  |   | 935      |  
|Comprehensive income             |  |               |       |             |  |       |          |   |  |   |         |  
|                                 |  |               |       |             |  |       |          |   |  |   |          |  
|Balance, December
31, 2000       |  |               | 746   |             |  |       | 44,766   |   |  |   | 439,627  |  
|Contributions from
NTL Group Ltd |  |               |       |             |  |       |          |   |  |   | 99,430   |  
|Net loss                         |  |               |       |             |  |       | (431,048 | ) |  |   | (431,048 | )
|Currency
translation
adjustment  |  |               | (951  | )           |  |       |          |   |  |   | (951     | )
|Comprehensive loss               |  |               |       |             |  |       |          |   |  |   |          |  
|                                 |  |               |       |             |  |       |          |   |  |   |          |  
|Balance, December
31, 2001       |  |               | (205  | )           |  |       | (386,282 | ) |  |   | 107,058  |  
|Contributions from
NTL Group Ltd |  |               |       |             |  |       |          |   |  |   |          |  
|Net loss                         |  |               |       |             |  |       | (70,056  | ) |  |   | (70,056  | )
|Currency
translation
adjustment  |  |               | 1,114 |             |  |       |          |   |  |   | 1,114    |  
|Comprehensive loss               |  |               |       |             |  |       |          |   |  |   |          |  
|                                 |  |               |       |             |  |       |          |   |  |   |          |  
|Balance, December
31, 2002       |  | £             | 909   |             |  | £     | (456,338 | ) |  | £ | 38,116   |  
|                                 |  |               |       |             |  |       |          |   |  |   |          |  

See notes to consolidated financial statements.

F-6



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##### Table of Contents



NTL (TRIANGLE) LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

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 franchise licenses for
Darlington and Teesside (collectively, Teesside) and Cambridge in the UK, and
NTL Communications (Ireland) Limited (formerly Cablelink Limited)
(Cablelink), which owns the companies that provide services in Dublin, Galway
and Waterford, Ireland.

NTLs Completed Restructuring

We are an indirect, wholly-owned subsidiary of NTL Incorporated. On May
8, 2002, NTL Incorporated (then known as NTL Communications Corp.), NTL Europe,
Inc. (then known as NTL Incorporated and the former parent company of NTL
Communications Corp.) and certain of their subsidiaries filed a pre-arranged
joint reorganization plan (the Plan) under Chapter 11 of the US Bankruptcy Code. We were
not included in the Chapter 11 filing, nor were the operating subsidiaries of
NTL Incorporated and NTL Europe, Inc. The Plan became effective on January 10,
2003 (the Effective Date), at which time NTL Incorporated, our indirect parent company, emerged from
Chapter 11 reorganization.

Pursuant to the Plan, the entity formerly known as NTL Incorporated and
its subsidiaries and affiliates were split into two separate groups, and NTL
Incorporated and NTL Europe, Inc. each emerged as independent public companies.
The entity formerly known as NTL Communications Corp. was renamed NTL
Incorporated and became the holding company for the former NTL groups
principal UK and Ireland assets including our ultimate parent company. Prior to consummation of the Plan, NTL Communications Corp was a wholly-owned
subsidiary of the entity then known as NTL Incorporated, which, pursuant to the
Plan, was renamed NTL Europe, Inc. and which became the holding company for
the former NTL groups continental European and certain other assets. Pursuant
to the Plan, all of the outstanding securities of NTL Europe, Inc. and certain
of its subsidiaries, including the Companys parent company, were cancelled,
and the Companys parent company issued shares of its common stock and Series A
warrants and NTL Europe, Inc. issued shares of its common stock and preferred
stock to various former creditors and stockholders of the Companys former
parent company and its subsidiaries, including the Company. The precise mix of
new securities received by holders of each particular type of security of the
Companys former parent company and its subsidiaries was set forth in the Plan.
The Companys outstanding notes and the outstanding notes of Diamond Holding
Limited were not canceled and remain outstanding.

2. Reorganization and Emergence from Chapter 11

Background of Restructuring

Both the equity and debt capital markets experienced periods of
significant volatility in 2001 and 2002, particularly for securities issued by
telecommunications and technology companies. As a result, the ability NTL
Incorporated and its subsidiaries to access those markets as well as its
ability to obtain financing from its bank lenders and equipment suppliers
became severely restricted. In addition, NTL Incorporated and its
subsidiaries, including the Company, had no further funds available, or were
unable to draw upon funds, under NTLs credit facilities. As a result of these
factors, together with its substantial leverage, on January 31, 2002, NTL
Incorporated announced that it had appointed professional advisors to advise on
strategic and recapitalization alternatives to strengthen its balance sheet,
reduce debt and put an appropriate capital structure in place for its business.

Promptly upon obtaining the requisite waivers from the lenders under its
credit facilities in March 2002, NTL Incorporated and certain of its
subsidiaries commenced negotiations with a steering committee of the unofficial
committee of its bondholders and the committees legal and financial advisors.

NTL Incorporated and its subsidiaries failed to make interest payments on
some of the outstanding notes starting on April 1, 2002. NTL Incorporated also
failed to declare or pay dividends on certain series of its outstanding
preferred stock due to a lack of available surplus under Delaware law.

On April 16, 2002, NTL Incorporated announced that it and an unofficial
committee of its public bondholders had reached an agreement in principle on a
comprehensive recapitalization of the former NTL group. To implement the
proposed recapitalization plan, on May 8, 2002, the Company, the Companys
parent company and certain of the other subsidiaries of NTL Incorporated filed
cases and a pre-arranged joint reorganization plan under Chapter 11 of the U.S.
Bankruptcy Code. In connection with the filing, some members of the unofficial
creditors committee of bondholders entered into a credit facility agreement
(referred to as the DIP facility) committing to provide a wholly-owned
subsidiary of the Companys parent company with up to £500.0 million in new
debt financing (NTL (Delaware), Inc. committed to provide up to an additional
£130.0 million under the DIP facility.)

As a result of the payment defaults as well as the voluntary filing under
Chapter 11 by NTL Incorporated and certain of its subsidiaries on May 8, 2002,
there was an event of default under all of NTL Incorporated and its
subsidiaries credit facilities and the indentures governing all of their
publicly traded debt, other than debt of NTL (Triangle) LLC.

The Plan was confirmed by the Bankruptcy Court on September 5, 2002.
During the fall of 2002, NTL Incorporated negotiated with a group of lenders to
enter into a new financing arrangement to repay the DIP facility, to repay
certain obligations and to provide liquidity to the Company and its
subsidiaries. The Plan became effective on January 10, 2003, at which time NTL
Incorporated and Diamond Holdings emerged from Chapter 11 reorganization. In
connection with NTL Incorporateds emergence from Chapter 11 reorganization,
NTL Incorporated and certain of its subsidiaries issued £558.249 million
aggregate principal face amount of 19% Senior Secured Notes due 2010 (the Exit
Notes) on January 10, 2003. Initial purchasers of the Companys parent
companys Exit Notes also purchased 500,000 shares of the Companys parent
companys common stock on that date. The gross proceeds from the sale of the
Exit Notes and such shares totaled £500.0 million. The proceeds were used in
part to repay amounts outstanding under the DIP facility and to purchase from
NTL (Delaware), Inc. a £90.0 million note of NTL (UK) Group Inc. and to repay
certain other obligations. Also on January 10, 2003, the Companys parent
company and its lending banks amended its existing credit facilities.

The Company has historically incurred operating losses and negative operating cash flow.
In addition, the Company required and expects to continue to require significant amounts of capital to finance construction of its networks,
 connection of customers to the networks, other capital expenditures and for working capital needs including debt service requirements.

As of
December 31, 2002, the Company had approximately £18.2 million in cash and cash equivalents on hand. The Company expects to require additional cash in the twelve months from
January 1, 2003 to December 31, 2003. The Company estimates that its capital expenditures and debt service requirements, net of cash from operations, will
aggregate up to approximately £32.0 million from January 1, 2003 to December 31, 2003. Management of the Company believes that cash and cash equivalents on hand at December 31, 2002, and cash from NTL
Incorporated will be sufficient for its and its subsidiaries cash requirements during the twelve months from January 1, 2003 to December 31, 2003.

Recapitalization Expense

A subsidiary of NTL in the UK has incurred recapitalization expenses of
approximately £44.0 million through December 31, 2002, including approximately
£24.0 million for employee retention related to substantially all of NTLs UK
employees and approximately £20.0 million for financial advisor, legal,
accounting and consulting costs. The Company has been charged £2.7 million for its share of these expenses,
which are included in other charges.

3. Summary of Significant Accounting Policies

Use of Estimates

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

Principles of Consolidation

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

Reclassification

Certain prior year amounts have been reclassified to conform to current year
presentation.

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

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amounts have been translated using the average exchange rate for the
period. The gains or losses resulting from the change in exchange rates have
been reported as a component of accumulated other comprehensive income (loss).
Foreign currency transaction gains and losses are included in the results of
operations as incurred.

Cash Equivalents

Cash equivalents are short-term, highly liquid investments with maturities
of three months or less when purchased. Cash equivalents of £201,000 and
£247,000 at December 31, 2002 and 2001, respectively, consist principally of
commercial paper, time deposits and money market funds.

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  3 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. License acquisition costs represent the portion of purchase price
allocated to the cable television and telecommunications licenses acquired in
business combinations. Prior to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets, goodwill was amortized on a
straight-line basis over the periods benefited of 15 years and license
acquisition costs were amortized on a
straight-line basis over the remaining lives of the licenses at
acquisition of five years. Upon the adoption of SFAS No. 142,
goodwill and license
acquisition costs are no longer amortized. Instead these assets are
reviewed annually (or more frequently under certain conditions) for
impairment in accordance with this statement. 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 five years. The other deferred charges are amortized on a straight-line
basis primarily over 12 to 15 years.

Impairment of Long-Lived Assets

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

Derivative Financial Instruments

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

The Company does not hold or issue any derivative financial instruments
for trading or speculative purposes and is not a party to leveraged
instruments. The credit risks associated with the Companys derivative

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financial instruments would be controlled through the evaluation and
monitoring of the creditworthiness of the counterparties.

Revenue Recognition

Revenues
are recognized at the time the service is rendered to the customer or
the performance of the service has been completed. Charges for
services that are billed in advance are deferred and recognized when
earned. Rental revenues are recognized when earned on a monthly
basis. Installation and other service revenues are recognized when
the performance or the service has been completed. Revenue excludes
value added tax (VAT).

Advertising expense

Advertising costs are expensed as incurred. Advertising costs were
£1,852,000, £513,000 and £661,000 in 2002, 2001 and
2000, respectively.

Cable Television System Costs, Expenses and Revenues

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

Stock-Based Compensation

The
Company follows the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. The Company
applies APB Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations in accounting for stock
option plans.

Had
compensation for stock options granted by the Companys former
ultimate parent company been determined consistent with the
provisions of SFAS No. 123, the effect on the Companys net loss
would have been changed to the following pro forma amounts (see
Note 11):

|                                           |  |                                 |          |      |  |      |           |   |  |  |           |  
|------------------------------------------ |  | ------------------------------- | -------- | ---- |  | ---- | --------- | - |  |  | --------- | -
|                                           |  |                                
|                                           |  | For the Year Ended December 31,
|                                           |  |                                
|                                           |  | 2002                            |          | 2001 |  | 2000
|                                           |  |                                 |          |      |  |     
|                                           |  |                                
|                                           |  | (in £000s)                    
|                                          
|                                          
|                                          
|                                          
|Non-cash compensation expense, as reported |  |                                 | £       |      |  |      | £        |   |  |  | £        |  
|                                           |  |                                 |          |      |  |      |           |   |  |  |           |  
|Non-cash compensation expense, pro forma   |  |                                 | £8,017   |      |  |      | £8,604    |   |  |  | £9,167    |  
|                                           |  |                                 |          |      |  |      |           |   |  |  |           |  
|Net loss, as reported                      |  |                                 | £(70,056 | )    |  |      | £(431,048 | ) |  |  | £(139,424 | )
|                                           |  |                                 |          |      |  |      |           |   |  |  |           |  
|Net loss, pro forma                        |  |                                 | £(78,073 | )    |  |      | £(439,652 | ) |  |  | £(148,591 | )
|                                           |  |                                 |          |      |  |      |           |   |  |  |           |  

4. Recent Accounting Pronouncements

On
December 31, 2002, the Company adopted SFAS No. 148,
Accounting for Stock-Based
Compensation  Transition and Disclosure. SFAS
No. 148 amends SFAS No. 123, Accounting for Stock
Based Compensation, to provide alternative methods of
transition to SFAS No. 123s fair value method of accounting for
stock-based employee compensation. SFAS No. 148 also amends the
disclosure provisions of SFAS No. 123 and APB Opinion
No. 28, Interim Financial Reporting.

In July 2002, the Financial Accounting Standards Board (FASB) issued
SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. SFAS No. 146 replaces
Emerging Issues Task Force Issue No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a
liability for costs associated with an exit or disposal activity is recognized
when the liability is incurred. Under Issue No. 94-3, a liability for an exit
cost as defined is recognized at the date of a commitment to an exit or
disposal plan. SFAS No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002. The adoption of this standard is not
expected to have a significant effect on the results of operations, financial
condition or cash flows of the Company.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, which is effective for the Company on January 1, 2003. The
adoption of SFAS No. 145 will require any gain or loss recognized on the
extinguishment of debt to be classified as income or loss from continuing
operations. Prior to SFAS No. 145, gain or loss from the extinguishment of
debt was classified as an extraordinary item.

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In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, effective for the Company on
January 1, 2002. This Statement superceded SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
and other related accounting guidance. The adoption of this new standard had no
effect on the results of operations, financial condition or cash flows of the
Company.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which is effective for the Company on January 1, 2003. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible fixed assets and the associated
asset retirement costs. The adoption of this new standard is not
expected to have a significant effect on the results of operations,
financial condition or cash flows of the Company.

In June 2001, the FASB issued SFAS No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Use of the pooling-of-interests method is no longer
permitted. SFAS No. 141 also includes guidance on the initial recognition and
measurement of goodwill and other intangible assets acquired in a business
combination that is completed after June 30, 2001. SFAS No. 142 ends the amortization of goodwill and indefinite-lived
intangible assets. Instead, these assets must be reviewed annually (or more
frequently under certain conditions) for impairment in accordance with this
statement. This impairment test uses a fair value approach rather than the
undiscounted cash flow approach previously required by SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of. The Company adopted SFAS No. 141 and SFAS No. 142 on January 1, 2002.
Primarily owing to the significant impairment charge that the Company recorded
in 2001, the adoption of this new standard did not result in an
impairment charge on adoption. Amortization of goodwill ceased
effective January 1, 2002. See Note 7.

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5. Asset Impairment

Asset
impairment charges were £19.3 million in the year ended
December 31, 2002. These charges are non-cash charges to
write-down certain assets to their estimated fair values based on an
assessment that their carrying value was not recoverable. These
charges include license acquisition costs of £18.0 million and
goodwill of £1.3 million. These charges were determined in
accordance with SFAS No. 142.

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

6. Property and Equipment

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

|                         |  |              |          |              |  |   |          |  
|------------------------ |  | ------------ | -------- | ------------ |  | - | -------- | -
|                         |  | December 31, |          | December 31,
|                         |  | 2002         |          | 2001        
|                         |  |              |          |             
|Operating equipment      |  | £            | 631,848  |              |  | £ | 552,713  |  
|Other equipment          |  |              | 61,228   |              |  |   | 46,644   |  
|Construction in progress |  |              | 13,053   |              |  |   | 72,265   |  
|                         |  |              |          |              |  |   |          |  
|                         |  |              | 706,129  |              |  |   | 671,622  |  
|Accumulated depreciation |  |              | (261,449 | )            |  |   | (198,146 | )
|                         |  |              |          |              |  |   |          |  
|                         |  | £            | 444,680  |              |  | £ | 473,476  |  
|                         |  |              |          |              |  |   |          |  

7. Intangible Assets

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

|                                                                                     |  |              |        |              |  |   |        | 
|------------------------------------------------------------------------------------ |  | ------------ | ------ | ------------ |  | - | ------ | 
|                                                                                     |  | December 31, |        | December 31,
|                                                                                     |  | 2002         |        | 2001        
|                                                                                     |  |              |        |             
|Intangible assets not subject to amortization:                                       |  |              |        |              |  |   |        | 
|Goodwill                                                                             |  | £            | 94     |              |  | £ | 1,190  | 
|License acquisition costs                                                            |  |              |       |              |  |   | 18,034 | 
|Intangible assets subject to amortization:                                           |  |              |        |              |  |   |        | 
|Customer lists, net of accumulated
amortization of £22,055 (2002) and £15,210
(2001) |  |              | 10,267 |              |  |   | 17,112 | 
|Other, net of accumulated amortization of
£37,990 (2002) and £32,495 (2001)          |  |              | 20,116 |              |  |   | 25,868 | 
|                                                                                     |  |              |        |              |  |   |        | 
|                                                                                     |  | £            | 30,477 |              |  | £ | 62,204 | 
|                                                                                     |  |              |        |              |  |   |        | 

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

The Company also performed an evaluation for impairment of its goodwill
and license acquisition costs as of January 1, 2002 and
determined that no
impairment charge was required.

Estimated aggregate amortization expense for each of the five succeeding
fiscal years from December 31, 2002 is as follows: £13.0 million in 2003, £7.0
million in 2004, £6.0 million in 2005, £2.0 million in 2006 and £2.0 million in
2007.

The following table shows the Companys net loss as adjusted for the
adoption of SFAS No. 142, had SFAS No. 142 been in effect
on January 1 of each year (in £000s).

|                       |                 |   |                         |   |      |   |          |        |  |   |          |        | 
|---------------------- | --------------- | - | ----------------------- | - | ---- | - | -------- | ------ |  | - | -------- | ------ | 
|                       |                 |   | Year Ended December 31,
|                       |                 |   |                        
|                       |                 |   | 2002                    |   | 2001 |   | 2000    
|                       |                 |   |                         |   |      |   |         
|Net loss  as reported |                 | £ | (70,056                 | ) |      | £ | (431,048 | )      |  | £ | (139,424 | )     
|Amortization of:       |                 |   |                         |   |      |   |          |        |  |   |         
|                       | Goodwill        |   |                         |  |      |   |          | 23,336 |  |   |          | 23,027 | 
|                       | Franchise costs |   |                         |  |      |   |          | 7,214  |  |   |          | 7,214  | 
|                       |                 |   |                         |   |      |   |          |        |  |   |         
|                       |                 |   |                        |   |      |   | 30,550   |        |  |   | 30,241   |       
|                       |                 |   |                         |   |      |   |          |        |  |   |         
|Net loss  as adjusted |                 | £ | (70,056                 | ) |      | £ | (400,498 | )      |  | £ | (109,183 | )     
|                       |                 |   |                         |   |      |   |          |        |  |   |         

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8. Long-term Debt

Long
term debt consists of (in £000s):

|                          |  |   |              |   |      |   |          |   | 
|------------------------- |  | - | ------------ | - | ---- | - | -------- | - | 
|                          |  |   | December 31,
|                          |  |   |             
|                          |  |   | 2002         |   | 2001
|                          |  |   |              |   |     
|2007
Discount Debentures  |  | £ | 321,417      |   |      | £ | 355,718  |  
|Capital
lease obligations |  |   | 2,211        |   |      |   | 3,063    |  
|                          |  |   |              |   |      |   |          |  
|                          |  |   | 323,628      |   |      |   | 358,781  |  
|Less
current portion      |  |   | (323,628     | ) |      |   | (358,781 | )
|                          |  |   |              |   |      |   |          |  
|                          |  | £ |             |   |      | £ |         |  
|                          |  |   |              |   |      |   |          |  

2007 Discount Debentures

In November 1995, the Company received net proceeds of approximately
$291.1 million (£186.9 million) from the sale of its 2007 Discount Debentures
in a public offering ($517.3 million principal at maturity). Interest accreted
on the 2007 Discount Debentures at 11.20% per annum compounded semiannually
from November 15, 1995 to November 15, 2000, after which date interest became
payable in cash on each May 15 and November 15 through
November 15, 2007. The 2007 Discount Debentures are redeemable
at the Companys option after November 15, 2000.

The 2007 Discount Debentures contain restrictive covenants that 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.

9. Related Party Transactions

In October 2000, Cablelink entered into a loan agreement with a subsidiary
of NTL under which £75.2 million and £68.0 million had been borrowed at
December 31, 2002 and 2001, respectively. The outstanding borrowings are due in
October 2007. Interest is payable quarterly in arrears beginning March 31,
2001. The annual interest rate is set on January 1 of each year at the 12-month
EURIBOR rate plus 1%. The effective interest rate at December 31, 2002 and 2001
was 4.32% and 5.69%, respectively. Accrued interest of £819,000 and £916,000
was included in due to affiliates in the consolidated balance sheet at December
31, 2002 and December 31, 2001, respectively.

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

The related charges, which began in the fourth quarter of 1999, represent
the Companys portion of costs incurred by a subsidiary of NTL for the benefit
of all UK operations within NTL. These charges are made on the basis of an
allocation formula appropriate to each category of charge. The Company was
charged £70.0 million, £60.8 million and £29.7 million in 2002, 2001 and
2000, respectively. For 2002 £26.9 million was included in operating costs and
£43.1 million was included in selling, general and administrative expense. For
2001 £21.3 million was included in operating costs and £39.5 million was
included in selling, general and administrative expense. For 2000 £5.8 million
was included in operating costs and £23.9 million was included in selling
general and administrative expense. It is not practicable to determine the
amount of these expenses that would have been incurred had the Company operated
as an unaffiliated entity. Management has obtained from independent advisors an
opinion that these transactions are fair to us from a financial point of view.

As of
December 31, 2002 and 2001, the due to affiliates balance includes payments
made to third parties on behalf of the Company by a subsidiary of NTL. The
Company has reduced direct transactions with third parties as a result of the
continued integration of the Company with NTL. The Company has therefore had
its liabilities to third parties

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significantly reduced, with a rise in amounts due to affiliates. The
payments made on behalf of the Company represent attributable expenses
incurred by the Company.

In addition, other charges include amounts allocated to the Company
by a subsidiary of NTL as discussed in Note 10, Other Charges.

10. Other Charges

Other
charges of £14.3 million in 2002 include £7.5 million of
restructuring costs incurred by Cablelink and £6.8 million of
costs allocated to the Company by a subsidiary of NTL. These
allocated costs include £4.1 million of employee severance and
related costs and £2.7 million of recapitalization expenses.
These charges are made on the basis of an allocation formula
appropriate to each category of charge that is based on
managements judgement of a reasonable methodology given the
facts and circumstances.

An aggregate of £5.0 million of Cablelinks
restructuring charges were for the write-off of equipment and other
assets that are not in use and will not require any future cash
outlays. The employee severance and related costs in 2001 and 2002
were for approximately 20 and 55 employees, respectively, to be
terminated, none of who are still employed by Cablelink as of
December 31, 2002. The following table summarizes
Cablelinks restructuring charges incurred and utilized in 2001
and 2002 (in £000s):

|                           |  |   |             |   |       |   |        |   |       |   |        |   |  |   |        |   | 
|-------------------------- |  | - | ----------- | - | ----- | - | ------ | - | ----- | - | ------ | - |  | - | ------ | - | 
|                           |  |   | Employee    |   |       |   |       
|                           |  |   | Severance   |   | Lease |   |       
|                           |  |   | and
Related |   | Exit  |   | Fixed  |  
|                           |  |   | Costs       |   | Costs |   | Assets |   | Total |  
|                           |  |   |             |   |       |   |        |   |      
|Charged
to expense         |  | £ | 249         |   |       | £ |       |   |       | £ |       |   |  | £ | 249    |  
|Utilized                   |  |   |            |   |       |   |       |   |       |   |       |   |  |   |       |  
|                           |  |   |             |   |       |   |        |   |       |   |        |   |  |   |       
|Balance,
December 31, 2001 |  | £ | 249         |   |       | £ |       |   |       | £ |       |   |  | £ | 249    |  
|2001
provision utilized    |  |   | (249        | ) |       |   |       |   |       |   |       |   |  |   | (249   | )
|Charged
to expense         |  |   | 1,139       |   |       |   | 1,390  |   |       |   | 5,008  |   |  |   | 7,537  |  
|2002
provision utilized    |  |   | (1,139      | ) |       |   | (121   | ) |       |   | (5,008 | ) |  |   | (6,268 | )
|                           |  |   |             |   |       |   |        |   |       |   |        |   |  |   |       
|Balance,
December 31, 2002 |  | £ |            |   |       | £ | 1,269  |   |       | £ |       |   |  | £ | 1,269  |  
|                           |  |   |             |   |       |   |        |   |       |   |        |   |  |   |       

11. Stock Options

The Company has not granted any stock options nor have there been any
stock options of the Company outstanding since it was acquired by NTL in
October 1998. The Companys employees participated in the
various stock option plans of its former ultimate parent company. All
options to purchase shares of the Companys former ultimate
parent companys common stock were canceled on the Effective
Date pursuant to the Plan.

Pro forma information regarding net loss is required by SFAS No. 123, and
has been determined as if the Company had accounted for employee stock options
granted by NTL Europe, Inc. for shares of NTL Europe, Inc.s common stock under the fair value method of
that Statement. The pro forma expense is allocated to the Company on the same
basis as other payroll and related expenses. The fair value for these options
was estimated by NTL Europe, Inc. at the date of grant using the Black-Scholes option
pricing model with the following weighted-average assumptions for  2002, 2001
and 2000: risk-free interest rate of 4.47%, 4.47% and 5.30%, respectively,
dividend yield of 0%, volatility factor of the expected market price of the
common stock of NTL Europe, Inc. of .702, .702 and .385, respectively, and a
weighted-average expected life of the options of 10 years in
2002, 2001 and 2000.

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

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options vesting
period. The effects
of applying SFAS No. 123 on pro forma disclosures of net loss for the years
ended December 31, 2002, 2001 and 2000 are not likely to be representative of
the pro forma effects on net loss in future years. Following is the Companys
pro forma information (in £000s):

|                     |  |  |  |  |  |                         |         |      |  |              |           |   |  |  |           |  
|-------------------- |  |  |  |  |  | ----------------------- | ------- | ---- |  | ------------ | --------- | - |  |  | --------- | -
|                     |  |  |  |  |  | Year Ended December 31,
|                     |  |  |  |  |  |                        
|                     |  |  |  |  |  | 2002                    |         | 2001 |  | 2000        
|                     |  |  |  |  |  |                         |         |      |  |             
|                     |  |  |  |  |  |                         |         |      |  | (In £
000s) |           |   |  | 
|Net (loss)           |  |  |  |  |  | £                       | (70,056 | )    |  |              | £(431,048 | ) |  |  | £(139,424 | )
|Pro forma net (loss) |  |  |  |  |  | £                       | (78,037 | )    |  |              | £(439,652 | ) |  |  | £(148,591 | )

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##### Table of Contents



12. Income Taxes

The benefit for income taxes consists of the following (in £000s):

|                         |  |                         |       |      |  |      |       |  |  |   |       | 
|------------------------ |  | ----------------------- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                         |  | Year Ended December 31,
|                         |  |                        
|                         |  | 2002                    |       | 2001 |  | 2000
|                         |  |                         |       |      |  |     
|Current UK income taxes  |  | £                       |      |      |  | £    |      |  |  | £ |      | 
|Deferred UK income taxes |  |                         | 5,137 |      |  |      | 3,267 |  |  |   | 3,660 | 
|                         |  |                         |       |      |  |      |       |  |  |   |       | 
|Total tax benefit        |  | £                       | 5,137 |      |  | £    | 3,267 |  |  | £ | 3,660 | 
|                         |  |                         |       |      |  |      |       |  |  |   |       | 

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

|                           |                                |                                  |         |                   |        |                   |         |        |        | 
|-------------------------- | ------------------------------ | -------------------------------- | ------- | ----------------- | ------ | ----------------- | ------- | ------ | ------ | 
|                           |                                |                                  |         | December 31, 2002 |        | December 31, 2001
|                           |                                |                                  |         |                   |        |                  
|Deferred tax assets:       |                                |                                  |         |                   |        |                   |         |       
|                           |                                | Net operating loss carryforwards |         | £                 | 44,070 |                   |         | £      | 12,303 | 
|                           |                                | Property and equipment           |         |                   | 48,690 |                   |         |        | 38,155 | 
|                           |                                | Other                            |         |                   | 1,972  |                   |         |        | 3,412  | 
|                           |                                |                                  |         |                   |        |                   |         |       
|                           | Total deferred tax assets      |                                  |         | 94,732            |        |                   |         | 53,870 |       
|Valuation allowance        |                                |                                  | (89,832 | )                 |        |                   | (49,946 | )     
|                           |                                |                                  |         |                   |        |                   |         |       
|Net deferred tax assets    |                                |                                  | 4,900   |                   |        |                   | 3,924   |       
|                          
|Deferred tax liabilities:  |                                |                                  |         |                   |        |                   |         |       
|                           |                                | Intangibles                      |         |                   | 2,150  |                   |         |        | 5,571  | 
|                           |                                | Fixed asset depreciation         |         |                   | 3,132  |                   |         |        | 3,872  | 
|                           |                                |                                  |         |                   |        |                   |         |       
|                           | Total deferred tax liabilities |                                  |         | 5,282             |        |                   |         | 9,443  |       
|                           |                                |                                  |         |                   |        |                   |         |       
|Net deferred tax liability |                                | £                                | 382     |                   |        | £                 | 5,519   |       
|                           |                                |                                  |         |                   |        |                   |         |        |       

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

The reconciliation of income taxes computed at the UK statutory rates to income
tax expense is as follows (in £000s):

|                                              |  |                         |         |      |  |      |          |   |  |   |         |  
|--------------------------------------------- |  | ----------------------- | ------- | ---- |  | ---- | -------- | - |  | - | ------- | -
|                                              |  | Year Ended December 31,
|                                              |  |                        
|                                              |  | 2002                    |         | 2001 |  | 2000
|                                              |  |                         |         |      |  |     
|Expected (benefit) at statutory UK rate (30%) |  | £                       | (22,558 | )    |  | £    | (129,314 | ) |  | £ | (41,827 | )
|Non-deductible asset impairment               |  |                         | 3,105   |      |  |      | 87,485   |   |  |   |        |  
|Non-deductible expenses                       |  |                         | 2,567   |      |  |      | 2,028    |   |  |   | 8,524   |  
|UK losses with no tax benefit                 |  |                         | 11,749  |      |  |      | 36,534   |   |  |   | 29,643  |  
|                                              |  |                         |         |      |  |      |          |   |  |   |         |  
|Total tax provision                           |  | £                       | (5,137  | )    |  | £    | (3,267   | ) |  | £ | (3,660  | )
|                                              |  |                         |         |      |  |      |          |   |  |   |         |  

13. Financial Instruments

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

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

Long-term debt: The estimated fair value of the Companys publicly traded
debt is based on quoted market prices. The carrying amount of the loans from
affiliate approximates the fair value. Interest rates that are currently
available to the Company for issuance of debt with similar terms and remaining
maturities are used to estimate fair value for debt issues for which quoted
market prices are not available. At December 31, 2002 and 2001, the estimated
fair values of the Companys long-term debt were £231.4 million and £252.6
million, respectively.

The Company is exposed to market risk including changes in foreign
currency exchange rates. To manage the volatility relating to this exposure,
the Company entered into various derivative transactions pursuant to the
Companys policies and hedging practices. Positions were monitored using
techniques including market value and sensitivity analyses. During 1995, the
Company entered into foreign exchange put option contracts (FX Puts) to limit
the Companys exposure to the risk that the eventual cash outflows related to
the Companys long-term debt denominated in currencies other than its
functional currency (which is the UK Pound) are adversely affected by changes
in exchange rates. The Company had £250.0 million notional amount of FX Puts to
purchase United States dollars at an exchange rate of $1.35 per £1.00. In
November 2000, the Company sold all of its FX Puts with a carrying value of
£110,000 for £21,000, and recognized a loss on the sale of £89,000. Premiums
paid for the FX Puts of £13.9 million were included in other assets in the
Companys consolidated balance sheet, net of related amortization. These
premiums were being amortized over the terms of the related contracts of five
years.

14. Commitments and Contingencies

As of December 31, 2002, the Company was committed to purchase
approximately £2.9 million for equipment and services.

Certain of the Companys facilities and equipment are held under operating
or capital leases that expire in 2033. A summary of assets held under capital
lease is as follows (in £000s):

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##### Table of Contents



|                               |  |              |        |      |  |   |        |  
|------------------------------ |  | ------------ | ------ | ---- |  | - | ------ | -
|                               |  | December 31,
|                               |  |             
|                               |  | 2002         |        | 2001
|                               |  |              |        |     
|Land, buildings and equipment  |  | £            | 11,647 |      |  | £ | 11,647 |  
|Less: Accumulated depreciation |  |              | (8,283 | )    |  |   | (7,234 | )
|                               |  |              |        |      |  |   |        |  
|                               |  | £            | 3,364  |      |  | £ | 4,413  |  
|                               |  |              |        |      |  |   |        |  

Future minimum rental payments at December 31, 2002 are as follows (in
£000s).

|                                                   |  |         |       |           |  |   |        | 
|-------------------------------------------------- |  | ------- | ----- | --------- |  | - | ------ | 
|                                                   |  | Capital |       | Operating
|                                                   |  | Leases  |       | Leases   
|                                                   |  |         |       |          
|Year Ending December 31:                           |  |         |       |           |  |   |        | 
|2003                                               |  | £       | 749   |           |  | £ | 2,524  | 
|2004                                               |  |         | 651   |           |  |   | 2,524  | 
|2005                                               |  |         | 517   |           |  |   | 2,561  | 
|2006                                               |  |         | 377   |           |  |   | 1,707  | 
|2007                                               |  |         | 277   |           |  |   | 1,707  | 
|Thereafter                                         |  |         | 62    |           |  |   | 27,127 | 
|                                                   |  |         |       |           |  |   |        | 
|Total minimum rental commitments                   |  |         | 2,633 |           |  | £ | 38,150 | 
|                                                   |  |         |       |           |  |   |        | 
|Less: Amount representing interest                 |  |         | (422  | )         |  |   |        | 
|                                                   |  |         |       |           |  |   |        | 
|Present value of minimum rental commitments        |  |         | 2,211 |           |  |   |        | 
|Less: Current portion of capital lease obligations |  |         | (583  | )         |  |   |        | 
|                                                   |  |         |       |           |  |   |        | 
|Long-term portion of capital lease obligations     |  | £       | 1,628 |           |  |   |        | 
|                                                   |  |         |       |           |  |   |        | 

Rental expense for the years ended December 31, 2002, 2001 and 2000 was
£2.9 million, £3.7 million and £4.0 million, respectively.

The Company is involved in legal proceedings and claims that 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.

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##### Table of Contents



NTL (TRIANGLE) LLC

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2002, 2001 and 2000

|                                |  |             |        |            |  |              |        |             |  |  |         |      |  |  |         | 
|------------------------------- |  | ----------- | ------ | ---------- |  | ------------ | ------ | ----------- |  |  | ------- | ---- |  |  | ------- | 
|                                |  |             |        |            |  | Additions    |        | (Deductions |  |  |         |     
|                                |  | Balance at  |        | Charged to |  | from)        |        | Balance    
|                                |  | Beginning   |        | Costs and  |  | Additions to |        | at End     
|                                |  | of Year     |        | Expenses   |  | Reserves     |        | of Year    
|                                |  |             |        |            |  |              |        |            
|                                |  | (In £000's)
|Allowance for Doubtful Accounts |  |             |        |            |  |              |        |             |  |  |         |      |  |  |         | 
|2002                            |  |             | £9,921 |            |  |              | £9,166 |             |  |  | £(8,349 | )(a) |  |  | £10,738 | 
|2001                            |  |             | 8,914  |            |  |              | 6,055  |             |  |  | (5,048  | )(b) |  |  | 9,921   | 
|2000                            |  |             | 9,452  |            |  |              | 3,149  |             |  |  | (3,687  | )(c) |  |  | 8,914   | 



---

|(a) |  | Uncollectible accounts written-off, net of recoveries of £8,718,000 and
£(369,000) foreign exchange currency translation adjustments.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Uncollectible accounts written-off, net of recoveries of £4,956,000 and
£92,000 foreign exchange currency translation adjustments    
|   
|(c) |  | Uncollectible accounts written-off, net of recoveries of £3,677,000 and
£10,000 foreign exchange currency translation adjustments.   

F-16