##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)

|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|XBOX |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the Quarterly Period Ended:

MARCH 31, 2002

OR

|    |  |                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|BOX |  | 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)




---

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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days.

|    |  |      |  |    |  |    
|--- |  | ---- |  | -- |  | ---
|Yes |  | XBOX |  | No |  | BOX



---

As of June 28, 2002, there were 800,000 shares of the Registrants common
membership interests 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
Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this form
with the reduced disclosure format.





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TABLE OF CONTENTS



|                              |                                                                                               |  |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | Risk Factors                                                                                 
|PART II. OTHER INFORMATION   
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                   



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

TABLE OF CONTENTS

|                              |                                                                                               |                                                                                                                |  |         |        | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- |  | ------- | ------ | 
|                              |                                                                                               |                                                                                                                |  | Page   
|                              |                                                                                               |                                                                                                                |  | Number 
|                              |                                                                                               |                                                                                                                |  |        
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               |                                                                                                                |  |        
|                              | Item 1. Financial Statements                                                                  |                                                                                                                |  |         |       
|                              |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               | Condensed Consolidated Balance Sheets as of
March 31, 2002 (Unaudited) and December 31, 2001                   |  |         | 2      | 
|                              |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               | Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2002 and
2001 (Unaudited) |  |         | 3      | 
|                              |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               | Condensed Consolidated Statement of Shareholders Equity
for the Three Months Ended March 31, 2002 (Unaudited) |  |         | 4      | 
|                              |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2002 and 2001 (Unaudited) |  |         | 5      | 
|                              |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements (Unaudited)                                               |  |         | 6 - 16 | 
|                              |                                                                                               |                                                                                                                |  |        
|                              | Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                                |  | 17 - 28 |       
|                              |                                                                                               |                                                                                                                |  |        
|                              | Risk Factors                                                                                  |                                                                                                                |  | 28      |       
|                              |                                                                                               |                                                                                                                |  |        
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                                |  |        
|                              |                                                                                               |                                                                                                                |  |        
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                |  | 33      |       
|                              |                                                                                               |                                                                                                                |  |        
|                              | SIGNATURES                                                                                    |                                                                                                                |  | 34      |       





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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002




PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                       |                                                                                               |                            |                      |          |                                |        |              |          |         |        | 
|-------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------- | -------------------- | -------- | ------------------------------ | ------ | ------------ | -------- | ------- | ------ | 
|                                       |                                                                                               |                            |                      |          | March 31,                      |        | December 31,
|                                       |                                                                                               |                            |                      |          | 2002                           |        | 2001        
|                                       |                                                                                               |                            |                      |          |                                |        |              |          |         |        | 
|                                       |                                                                                               |                            |                      |          | (Unaudited)                    |        | (See Note)  
|                                       |                                                                                               |                            |                      |          | (in
£000s, except share data)
|Assets                                 |                                                                                               |                            |                      |          |                                |        |              |         
|                                      
|                                      
|                                      
|                                      
|Current assets                         |                                                                                               |                            |                      |          |                                |        |              |         
|                                      
|                                      
|                                      
|                                      
|                                       | Cash and cash equivalents                                                                     |                            |                      | £45,706  |                                |        |              | £34,927  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Accounts receivable, less allowance for doubtful accounts of
£10,356 (2002) and £9,921 (2001) |                            |                      | 23,414   |                                |        |              | 24,962   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Other current assets                                                                          |                            |                      | 6,221    |                                |        |              | 7,160    |        
|                                       |                                                                                               |                            |                      |          |                                |        |              |         
|                                       |                                                                                               |                            | Total current assets |          |                                | 75,341 |              |          |         | 67,049 | 
|                                      
|                                      
|                                      
|                                      
|Property and equipment, net            |                                                                                               |                            | 468,141              |          |                                |        | 473,476      |         
|                                      
|                                      
|                                      
|                                      
|Intangible assets, net                 |                                                                                               |                            | 59,078               |          |                                |        | 62,204       |         
|                                       |                                                                                               |                            |                      |          |                                |        |              |         
|                                       |                                                                                               |                            | £602,560             |          |                                |        | £602,729     |         
|                                       |                                                                                               |                            |                      |          |                                |        |              |          |        
|Liabilities and shareholders equity   |                                                                                               |                            |                      |          |                                |        |              |         
|                                      
|                                      
|                                      
|                                      
|Current liabilities                    |                                                                                               |                            |                      |          |                                |        |              |         
|                                      
|                                      
|                                      
|                                      
|                                       | Accounts payable and accrued expenses                                                         |                            |                      | £36,962  |                                |        |              | £43,578  |        
|                                      
|                                      
|                                      
|                                      
|                                       | Interest payable                                                                              |                            |                      | 15,247   |                                |        |              | 4,980    |        
|                                      
|                                      
|                                      
|                                      
|                                       | Deferred revenue                                                                              |                            |                      | 14,131   |                                |        |              | 11,592   |        
|                                      
|                                      
|                                      
|                                      
|                                       | Due to affiliates                                                                             |                            |                      | 13,492   |                                |        |              | 3,265    |        
|                                      
|                                      
|                                      
|                                      
|                                       | Current portion of long-term debt                                                             |                            |                      | 365,715  |                                |        |              | 358,781  |        
|                                       |                                                                                               |                            |                      |          |                                |        |              |         
|                                       |                                                                                               | Total current liabilities  |                      |          | 445,547                        |        |              |          | 422,196 |       
|                                      
|                                      
|                                      
|                                      
|Loans from affiliate                   |                                                                                               |                            | 70,614               |          |                                |        | 67,956       |         
|                                      
|                                      
|                                      
|                                      
|Long-term debt, less current portion   |                                                                                               |                            |                     |          |                                |        |             |         
|                                      
|                                      
|                                      
|                                      
|Commitments and contingent liabilities |                                                                                               |                            |                      |          |                                |        |              |         
|                                      
|                                      
|                                      
|                                      
|Deferred income taxes                  |                                                                                               |                            | 5,314                |          |                                |        | 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                                                        |                            |                      | (205     | )                              |        |              | (205     | )      
|                                      
|                                      
|                                      
|                                      
|                                       | (Accumulated deficit)                                                                         |                            |                      | (412,255 | )                              |        |              | (386,282 | )      
|                                       |                                                                                               |                            |                      |          |                                |        |              |         
|                                       |                                                                                               | Total shareholders equity |                      |          | 81,085                         |        |              |          | 107,058 |       
|                                       |                                                                                               |                            |                      |          |                                |        |              |         
|                                       |                                                                                               |                            | £602,560             |          |                                |        | £602,729     |         
|                                       |                                                                                               |                            |                      |          |                                |        |              |          |        

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

See accompanying notes.

2



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                         |                                     |  |                    |         |      |  |          |         |  
|------------------------ | ----------------------------------- |  | ------------------ | ------- | ---- |  | -------- | ------- | -
|                         |                                     |  | Three Months Ended
|                         |                                     |  | March 31,         
|                         |                                     |  |                   
|                         |                                     |  | 2002               |         | 2001
|                         |                                     |  |                    |         |     
|                         |                                     |  | (in
£000s)       
|Revenue                  |                                     |  | £47,120            |         |      |  | £42,043  |        
|                         |                                     |  |                    |         |      |  |          |        
|Costs and expenses       |                                     |  |                    |         |      |  |          |        
|                        
|                        
|                        
|                        
|                         | Operating                           |  |                    | 22,733  |      |  |          | 19,609  |  
|                        
|                        
|                        
|                        
|                         | Selling, general and administrative |  |                    | 16,205  |      |  |          | 22,855  |  
|                        
|                        
|                        
|                        
|                         | Other charges                       |  |                    | 1,113   |      |  |          |        |  
|                        
|                        
|                        
|                        
|                         | Depreciation and amortization       |  |                    | 15,255  |      |  |          | 24,923  |  
|                         |                                     |  |                    |         |      |  |          |        
|                         |                                     |  | 55,306             |         |      |  | 67,387   |        
|                         |                                     |  |                    |         |      |  |          |        
|Operating loss           |                                     |  | (8,186             | )       |      |  | (25,344  | )      
|                        
|                        
|                        
|                        
|Other income (expense)   |                                     |  |                    |         |      |  |          |        
|                        
|                        
|                        
|                        
|                         | Interest expense                    |  |                    | (10,210 | )    |  |          | (9,799  | )
|                        
|                        
|                        
|                        
|                         | Interest expense to affiliate       |  |                    | (750    | )    |  |          | (538    | )
|                        
|                        
|                        
|                        
|                         | Investment income                   |  |                    | 384     |      |  |          | 119     |  
|                        
|                        
|                        
|                        
|                         | Exchange (losses)                   |  |                    | (7,418  | )    |  |          | (19,157 | )
|                         |                                     |  |                    |         |      |  |          |        
|                         |                                     |  | (17,994            | )       |      |  | (29,375  | )      
|                         |                                     |  |                    |         |      |  |          |        
|Loss before income taxes |                                     |  | (26,180            | )       |      |  | (54,719  | )      
|                        
|                        
|                        
|                        
|Income tax benefit       |                                     |  | 207                |         |      |  |         |        
|                         |                                     |  |                    |         |      |  |          |        
|Net loss                 |                                     |  | £(25,973           | )       |      |  | £(54,719 | )      
|                         |                                     |  |                    |         |      |  |          |        

See accompanying notes.

3



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(Unaudited)
(in 000s)

|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  |             |       |  |  |           |         |   |  |          |         |  
|---------------------------- | ------------------ |  | ------ |  | ---------- |  | ------- |  | ------- |  | -------- |  | -------- |  | ------- | -------- | ------------- |  | ----------- | ----- |  |  | --------- | ------- | - |  | -------- | ------- | -
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  | Accumulated |       |  |  |           |         |   |  |         
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  | Compre- |          | Other Compre- |  | (Accum-     |       |  |  |          
|                             |                    |  | Common |  | Additional |  | hensive |  | hensive |  | ulated   |  |          |  |        
|                             |                    |  | Shares |  | Par        |  | Capital |  | Loss    |  | (Loss)   |  | Deficit) |  | Total  
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |        
|Balance at December 31, 2001 |                    |  | 800    |  |            |  | £8      |  |         |  | £493,537 |  |          |  |         |          |               |  | £           | (205) |  |  | £(386,282 | )       |   |  | £107,058 |        
|                            
|                            
|                            
|                            
|                             | Net loss           |  |        |  |            |  |         |  |         |  |          |  |          |  |         | £(25,973 | )             |  |             |       |  |  |           | (25,973 | ) |  |          | (25,973 | )
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  |             |       |  |  |           |         |   |  |          |        
|                             | Comprehensive loss |  |        |  |            |  |         |  |         |  |          |  |          |  |         | £(25,973 | )             |  |             |       |  |  |           |         |   |  |          |         |  
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  |             |       |  |  |           |         |   | 
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  |             |       |  |  |           |         |   |  |          |        
|                            
|                            
|                            
|                            
|Balance at March 31, 2002    |                    |  | 800    |  |            |  | £8      |  |         |  | £493,537 |  |          |  |         |          |               |  | £           | (205) |  |  | £(412,255 | )       |   |  | £81,085  |        
|                             |                    |  |        |  |            |  |         |  |         |  |          |  |          |  |         |          |               |  |             |       |  |  |           |         |   | 

See accompanying notes.









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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                    |                                          |                                           |           |                    |         |      |         |         |         |  
|--------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | --------- | ------------------ | ------- | ---- | ------- | ------- | ------- | -
|                                                    |                                          |                                           |           | Three Months Ended
|                                                    |                                          |                                           | March 31,
|                                                    |                                          |                                           |           |                   
|                                                    |                                          |                                           |           | 2002               |         | 2001
|                                                    |                                          |                                           |           |                    |         |     
|                                                    |                                          |                                           |           | (in
£000s)       
|Net cash provided by (used in) operating activities |                                          |                                           | £19,395   |                    |         |      | £(3,231 | )      
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Investing activities                                |                                          |                                           |           |                    |         |      |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Capital expenditures                     |                                           |           | (10,885            | )       |      |         | (12,039 | )      
|                                                    |                                          |                                           |           |                    |         |      |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                          | Net cash used in investing activities     |           |                    | (10,885 | )    |         |         | (12,039 | )
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Financing activities                                |                                          |                                           |           |                    |         |      |         |        
|                                                    |                                          |                                           |           |                    |         |      |         |        
|                                                    | Loans from affiliate                     |                                           |           | 2,706              |         |      |         | 20,576  |        
|                                                    | Principal payments                       |                                           |           | (431               | )       |      |         | (314    | )      
|                                                    |                                          |                                           |           |                    |         |      |         |        
|                                                    |                                          | Net cash provided by financing activities |           |                    | 2,275   |      |         |         | 20,262  |  
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Effect of exchange rate changes on cash             |                                          |                                           | (6        | )                  |         |      | (15     | )      
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Increase in cash and cash equivalents               |                                          |                                           | 10,779    |                    |         |      | 4,977   |        
|Cash and cash equivalents, beginning of period      |                                          |                                           | 34,927    |                    |         |      | 4,706   |        
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Cash and cash equivalents, end of period            |                                          |                                           | £45,706   |                    |         |      | £9,683  |        
|                                                    |                                          |                                           |           |                    |         |      |         |        
|Supplemental disclosure of cash flow information    |                                          |                                           |           |                    |         |      |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Cash paid during the period for interest |                                           |           | £                 |         |      |         | £      |        



|                        |  | 
|----------------------- |  | 
|See accompanying notes. | 









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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.        Basis of Presentation



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The accompanying unaudited condensed consolidated financial statements of
NTL (Triangle) LLC (formerly NTL (Bermuda) Limited) (NTL Triangle or the
Company) have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2001.



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is an indirect, wholly-owned subsidiary of NTL Incorporated
(NTL Incorporated and, together with its consolidated subsidiaries,
NTL).



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



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

2.        Recapitalization Process and Ability to Continue Operations



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



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

6



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March 31, 2002, NTL Triangle had approximately £45.7 million in cash
and cash equivalents. NTL Triangle may require additional cash in the
twelve months from April 1, 2002 to March 31, 2003. NTL Incorporated
expects to obtain a DIP Facility (as described below) to meet the potential
cash requirements of it and its subsidiaries, excluding Cablecom. NTL
Incorporated also expects that the DIP Facility will be replaced with an
exit facility for NTL Communications Corp. and its subsidiaries, including
NTL Triangle, upon the completion of the reorganization process. Management
of NTL Triangle believes that cash and cash equivalents at March 31, 2002
and the cash expected to be available from the DIP Facility and the exit
facility will be sufficient for its and its subsidiaries cash requirements
during the twelve months from April 1, 2002 to March 31, 2003.



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



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



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



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

7



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The recapitalization plan, if implemented, would result in the cancellation
of all of NTL Incorporateds outstanding shares of common stock, preferred
stock and redeemable preferred stock, and the cancellation of all of the
publicly held notes of NTL Incorporated, NTL (Delaware), Inc. and NTL
Communications Corp. and the transfer of the publicly held notes of Diamond
Cable Communications Limited to NTL UK and Ireland. In addition, NTL would
be discharged from its obligation to pay dividends accruing on the canceled
preferred stock and interest accruing on the canceled notes.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To implement the proposed recapitalization, on May 8, 2002 NTL Incorporated,
NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable Communications
Limited, Diamond Holdings Limited and Communications Cable Funding Corp.
filed cases and a pre-arranged joint reorganization plan under Chapter 11 of
the United States Bankruptcy Code. NTL Triangle and NTLs operating
subsidiaries were not included in the Chapter 11 filing. The reorganization
plan contemplates that the bank debt will remain in place as part of the
recapitalization. On May 24, 2002, NTL and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement. The bankruptcy
court has scheduled July 12, 2002 for a hearing to consider approval of the
amended joint reorganization plan and disclosure statement. A copy of the
Amended Joint Reorganization Plan of NTL Incorporated and Certain
Subsidiaries and the related Disclosure Statement are included as exhibits
to NTL Incorporateds Current Report on Form 8-K filed on May 28, 2002.



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In connection with the proposed joint reorganization plan, certain members
of the unofficial committee of bondholders have committed to provide up to
$500 million of new debt financing to NTL and certain of its subsidiaries
during the Chapter 11 process and for the post-recapitalized NTL, subject to
bankruptcy court approval. The new financing will ensure that NTLs business
operations have access to sufficient liquidity to continue ordinary
operations. The bankruptcy court has set July 2, 2002 as the date to
consider approval of the DIP Facility, which has been agreed in principle
with NTL and the prospective lenders under the facility. Despite such
agreement, however, GE Capital, the sole holder of the 5 3/4% Convertible
Subordinated Notes due 2011, and Wilmington Trust Company, the trustee, have
objected to the DIP Facility.

8



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



| |                               
| | ------------------------------
| | Proposed Recapitalization Plan



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



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



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



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



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

9



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



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



| |             
| | ------------
| | Bank Waivers



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective March 28, 2002, the lenders under the credit facilities agreed to
amend the initial waivers. The amendments to the initial waivers extended
the duration of the initial waivers to April 29, 2002 in the case of the UK
credit facilities or May 14, 2002 in the case of the Cablecom credit facility,
unless the interest payments missed by NTL Communications Corp. on April 1,
2002 were remedied or a sufficient number of bondholders agreed to forbear
in respect of such non- payment, in which case, the UK credit facilities
waivers were to be extended to May 14, 2002. As a condition to the amendment
to the initial waivers, the UK lenders required NTL (Delaware), Inc. to loan
£90 million to NTL (UK) Group, Inc. following receipt of the proceeds from
the sale of NTL Australia. Such loan was actually made (with the approval of
the lenders under the UK credit facilities) to NTL (UK) Group, Inc. and then
on-lent to certain subsidiaries of NTL (UK) Group, Inc. This loan, which was
made on April 5, 2002, is structurally senior to the outstanding public
notes issued by NTL Communications Corp. and contractually senior to
intra-group debt owed by NTL (UK) Group, Inc. to NTL Communications Corp.
but contractually subordinated to the UK credit facilities. In connection
with the amendments to the waivers, NTL affirmed the provisions of the
initial waivers and agreed, among other things, not to commence voluntary
dissolution proceedings, including proceedings under Chapter 11 of the
United States Bankruptcy Code, without the consent of these lenders.

10



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##### Table of Contents





| |                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | NTL (TRIANGLE) LLC AND
SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under Swiss law, the board of directors of an overindebted company is
generally obliged to notify a judge of overindebtedness so that the judge
may either institute insolvency proceedings or postpone such adjudication
and take appropriate measures to preserve the value of the assets. An
overindebted company is not required to notify a judge only if the creditors
of the overindebted entity subordinate their claims in the amount of the
overindebtedness.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 30, 2002, Cablecom reached an agreement with the lenders under the
Cablecom credit facility which, together with the implementation of an
intra-group transaction, resolved its overindebtedness. The agreement
included a waiver by the lenders of various additional covenant breaches
under the credit facility. Temporary measures were put in place to ensure
that Cablecoms overindebted subsidiaries were not required to institute
insolvency proceedings. On June 28, 2002, the commercial registry in
Switzerland confirmed the registration of the merger on July 26 and 27, 2002
of three subsidiaries of Cablecom into Cablecom or another member of the
Cablecom group, which mergers resolved the problem of overindebtedness in
respect of those three subsidiaries. With respect to the remaining three
subsidiaries which were affected by the overindebtedness issue,
subordination agreements were reached, precluding the need to notify the
judge of the overindebtedness.



| |                                  
| | ---------------------------------
| | Interest Payments on Public Notes



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

11



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



| |                         
| | ------------------------
| | Credit Rating Downgrades



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



| |                                           
| | ------------------------------------------
| | Delisting of NTL Incorporated Common Stock



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



| |                      
| | ---------------------
| | Sale of NTL Australia



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

12



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 5, 2002, NTL (Delaware), Inc. loaned £90 million to NTL (UK) Group,
Inc., which loan was funded by the proceeds of the sale of NTL Australia.
This loan is subordinated to the NTLs UK credit facilities. The remaining
proceeds of the sale of NTL Australia remain at NTL (Delaware), Inc. and the
proposed plan of reorganization anticipates that such proceeds will form a
portion of the consideration to be offered to bondholders of NTL (Delaware),
Inc. and NTL Incorporated in satisfaction of their claims against those
companies.



| |                                                      
| | -----------------------------------------------------
| | Potential Sale of, or Outside Investment in, Cablecom



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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | It has also been agreed that if such a sale of all or part of Cablecom is
consummated on or before August 31, 2003, the lenders under the Cablecom
credit facility will be entitled to receive additional interest equal to 20%
of the net proceeds of such a sale after repayment of the amounts
outstanding under the Cablecom credit facility and other expenses and taxes
of the sale. There can be no assurance that any outside investment in, or
sale of all or part of, Cablecom pursuant to the Cablecom credit facility
will be on terms that are favorable to NTL and such investment or sale could
have a material adverse effect on NTLs finances and business. In
particular, in the current environment, NTLs shareholding in Cablecom may
have little or no value, which may result in NTL receiving little or no
consideration for its equity interest in Cablecom.



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



| |                                 
| | --------------------------------
| | Uncertainty Related to Suppliers



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

3.        Recent Accounting Pronouncements



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



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

13



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



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



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, 2001
(unaudited) (in £000s).

|                       |                           |  |                              |   |      |  |          |       | 
|---------------------- | ------------------------- |  | ---------------------------- | - | ---- |  | -------- | ----- | 
|                       |                           |  | Three Months Ended March 31,
|                       |                           |  |                             
|                       |                           |  | 2002                         |   | 2001
|                       |                           |  |                              |   |     
|Net loss  as reported |                           |  | £(25,973                     | ) |      |  | £(54,719 | )    
|                      
|                      
|                      
|                      
|Amortization of:       |                           |  |                              |   |      |  |          |      
|                      
|                      
|                      
|                      
|                       | Goodwill                  |  |                              |  |      |  |          | 5,834 | 
|                      
|                      
|                      
|                      
|                       | License acquisition costs |  |                              |  |      |  |          | 1,804 | 
|                       |                           |  |                              |   |      |  |          |      
|                       |                           |  |                             |   |      |  | 7,638    |      
|                       |                           |  |                              |   |      |  |          |      
|Net loss  as adjusted |                           |  | £(25,973                     | ) |      |  | £(47,081 | )    
|                       |                           |  |                              |   |      |  |          |      

4.        Comprehensive Loss



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated comprehensive loss for the three months ended March 31, 2002
and 2001 was £26.0 million and £55.5 million, respectively.

5.        Property and Equipment



| |                                               
| | ----------------------------------------------
| | Property and equipment consist of (in £000s):

|                         |  |             |          |              |  |  |          |  
|------------------------ |  | ----------- | -------- | ------------ |  |  | -------- | -
|                         |  | March 31,   |          | December 31,
|                         |  | 2002        |          | 2001        
|                         |  |             |          |             
|                         |  | (Unaudited) |          |              |  | 
|Operating equipment      |  |             | £590,738 |              |  |  | £552,713 |  
|                        
|                        
|                        
|                        
|Other equipment          |  |             | 46,593   |              |  |  | 46,644   |  
|                        
|                        
|                        
|                        
|Construction in progress |  |             | 41,022   |              |  |  | 72,265   |  
|                         |  |             |          |              |  |  |          |  
|                         |  |             | 678,353  |              |  |  | 671,622  |  
|                        
|                        
|                        
|                        
|Accumulated depreciation |  |             | (210,212 | )            |  |  | (198,146 | )
|                         |  |             |          |              |  |  |          |  
|                         |  |             | £468,141 |              |  |  | £473,476 |  
|                         |  |             |          |              |  |  |          |  

14



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)

6.        Intangible Assets



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



|                                                                                                |  |             |         |              |  |  |         | 
|----------------------------------------------------------------------------------------------- |  | ----------- | ------- | ------------ |  |  | ------- | 
|                                                                                                |  | March 31,   |         | December 31,
|                                                                                                |  | 2002        |         | 2001        
|                                                                                                |  |             |         |             
|                                                                                                |  | (Unaudited) |         |              |  | 
|Intangible assets not subject to amortization:                                                  |  |             |         |              |  |  |         | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Goodwill                                                                                        |  |             | £1,190  |              |  |  | £1,190  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|License acquisition costs, net of accumulated amortization
of £18,034 (2002) and £18,034 (2001) |  |             | 18,034  |              |  |  | 18,034  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                                |  |             |         |              |  |  |         | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Intangible assets subject to amortization:                                                      |  |             |         |              |  |  |         | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Customer lists, net of accumulated amortization of
£16,921 (2002) and £15,210 (2001)            |  |             | 15,401  |              |  |  | 17,112  | 
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Other, net of accumulated amortization of £33,910 (2002)
£32,495 (2001)                         |  |             | 24,453  |              |  |  | 25,868  | 
|                                                                                                |  |             |         |              |  |  |         | 
|                                                                                                |  |             | £59,078 |              |  |  | £62,204 | 
|                                                                                                |  |             |         |              |  |  |         | 

7.        Related Party Transactions



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In October 2000, the Company's
wholly-owned subsidiary NTL Communications (Ireland) Limited
("Cablelink") entered into a loan agreement with a subsidiary
of NTL under which £70.6 million and £68.0 million had been borrowed at
March 31, 2002 and December 31, 2001, respectively. The outstanding
borrowings are due in October 2007. Interest is payable quarterly in
arrears from 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 March 31, 2002 and December 31, 2001 was 4.32% and 5.69%, respectively.
Accrued interest of £745,000 and £916,000 was included in due to affiliates
in the consolidated balance sheet at March 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 £17.1 million and £16.0 million for the three months
ended March 31, 2002 and 2001, respectively. For 2002, £6.8 million was
included in operating costs and £10.3 million was included in selling,
general and administrative expense. For 2001, £5.0 million was included in
operating costs and £11.0 million was included in selling, general and
administrative expense. It is not practicable to determine the amount of
these expenses that would have been incurred had the Company operated as an
unaffiliated entity. In the opinion of the management of the Company, the
allocation method is reasonable.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As of March 31, 2002 and December 31, 2001, the due to affiliates balance
include payments made to third parties on behalf of the Company by a
subsidiary of NTL. The Company has reduced direct 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 significantly
reduced, with a rise in amounts due to affiliates. The payments made on
behalf of the Company represent directly attributable expenses incurred by
the Company.

15



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)



| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Through March 31, 2002, the Company has received from its parent, in the
form of equity contributions, cash of £129.6 million which exceeds the
aggregate allocated costs charged to the Company.

8.        Long-term Debt



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

|                                 |  |             |          |              |  |  |          |  
|-------------------------------- |  | ----------- | -------- | ------------ |  |  | -------- | -
|                                 |  | March 31,   |          | December 31,
|                                 |  | 2002        |          | 2001        
|                                 |  |             |          |             
|                                 |  | (Unaudited) |          |              |  | 
|11.2% Senior Discount Debentures |  |             | £363,032 |              |  |  | £355,718 |  
|                                
|                                
|                                
|                                
|Capital lease obligations        |  |             | 2,683    |              |  |  | 3,063    |  
|                                 |  |             |          |              |  |  |          |  
|                                 |  |             | 365,715  |              |  |  | 358,781  |  
|                                
|                                
|                                
|                                
|Less current portion             |  |             | (365,715 | )            |  |  | (358,781 | )
|                                 |  |             |          |              |  |  |          |  
|                                 |  |             | £       |              |  |  | £       |  
|                                 |  |             |          |              |  |  |          |  



| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Due to uncertainties about the compliance with the terms and conditions
of the Companys debt that would give the holders of the debt the right
to accelerate repayment, all of the Companys long-term debt has been
classified as current. (See Note 2.)

9.      Contingencies



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

16



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002




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

Overview

NTL (Triangle) LLC (NTL Triangle or the Company) is a holding company which
holds all of the shares of various companies principally engaged in the
development, construction, management and operation of broadband communications
networks for telephone, cable television and Internet services in the United
Kingdom (UK) and Ireland. The Company owns the companies that have franchises
for Darlington and Teesside (collectively, Teesside) and Cambridge 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.

Liquidity and Capital Resources

Recapitalization Process and Ability to Continue Operations

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

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

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

17



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

As of March 31, 2002, NTL Triangle had approximately £45.7 million in cash and
cash equivalents. NTL Triangle may require additional cash in the twelve
months from April 1, 2002 to March 31, 2003. NTL Incorporated expects to
obtain a DIP Facility (as described below) to meet the potential cash
requirements of it and its subsidiaries, excluding Cablecom. NTL Incorporated
also expects that the DIP Facility will be replaced with an exit facility for
NTL Communications Corp. and its subsidiaries, including NTL Triangle, upon the
completion of the reorganization process. Management of NTL Triangle believes
that cash and cash equivalents at March 31, 2002 and the cash expected to be
available from the DIP Facility and the exit facility will be sufficient for
its and its subsidiaries cash requirements during the twelve months from April
1, 2002 to March 31, 2003.

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

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

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

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

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

18



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

The recapitalization plan, if implemented, would result in the cancellation of
all of NTL Incorporateds outstanding shares of common stock, preferred stock
and redeemable preferred stock, and the cancellation of all of the publicly
held notes of NTL Incorporated, NTL (Delaware), Inc. and NTL Communications
Corp. and the transfer of the publicly held notes of Diamond Cable
Communications Limited to NTL UK and Ireland. In addition, NTL would be
discharged from its obligation to pay dividends accruing on the canceled
preferred stock and interest accruing on the canceled notes.

During the recapitalization process, it is
anticipated that NTLs operations will continue uninterrupted,
customer service will be unaffected, suppliers will be paid in the
ordinary course and NTLs management will remain in place.

To implement the proposed recapitalization, on May 8, 2002 NTL Incorporated,
NTL (Delaware), Inc., NTL Communications Corp., Diamond Cable Communications
Limited, Diamond Holdings Limited and Communications Cable Funding Corp. filed
cases and a pre-arranged joint reorganization plan under Chapter 11 of the
United States Bankruptcy Code. NTL Triangle and NTLs operating subsidiaries
were not included in the Chapter 11 filing. The reorganization plan
contemplates that the bank debt will remain in place as part of the
recapitalization. On May 24, 2002, NTL and its debtor subsidiaries filed an
amended joint reorganization plan and disclosure statement. The bankruptcy
court has scheduled July 12, 2002 for a hearing to consider approval of the
amended joint reorganization plan and disclosure statement. A copy of the
Amended Joint Reorganization Plan of NTL Incorporated and Certain Subsidiaries
and the related Disclosure Statement are included as exhibits to NTL
Incorporateds Current Report on Form 8-K filed on May 28, 2002.

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

In connection with the proposed joint reorganization plan, certain members of
the unofficial committee of bondholders have committed to provide up to $500
million of new debt financing to NTL and certain of its subsidiaries during the
Chapter 11 process and for the post-recapitalized NTL, subject to bankruptcy
court approval. The new financing will ensure that NTLs business operations
have access to sufficient liquidity to continue ordinary operations. The
bankruptcy court has set July 2, 2002 as the date to consider approval of the
DIP Facility, which has been agreed in principle with NTL and the prospective
lenders under the facility. Despite such agreement, however, GE Capital, the
sole holder of the 5 3/4% Convertible Subordinated Notes due 2011, and
Wilmington Trust Company, the trustee, have objected to the DIP Facility.

Proposed Recapitalization Plan

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

19



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

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

Bank Waivers

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

Effective March 28, 2002, the lenders under the credit facilities agreed to
amend the initial waivers. The amendments to the initial waivers extended the
duration of the initial waivers to April 29, 2002 in the case of the UK credit
facilities or May 14, 2002 in the case of the Cablecom credit facility, unless the
interest payments missed by NTL Communications Corp. on April 1, 2002 were
remedied or a sufficient number of bondholders agreed to forbear in respect of
such non- payment, in which case, the UK credit facilities waivers were to be
extended to May 14, 2002. As a condition to the amendment to the initial
waivers, the UK lenders required NTL (Delaware), Inc. to loan £90 million to
NTL (UK) Group, Inc. following receipt of the proceeds from the sale of NTL
Australia. Such loan was actually made (with the approval of the lenders under
the UK credit facilities) to NTL (UK) Group, Inc. and then on-lent to certain
subsidiaries of NTL (UK) Group, Inc. This loan, which was made on April 5,
2002, is structurally senior to the outstanding public notes issued by NTL
Communications Corp. and contractually senior to intra-group debt owed by NTL
(UK) Group, Inc. to NTL Communications Corp. but contractually subordinated to
the UK credit facilities. In connection with the amendments to the waivers, NTL
affirmed the provisions of the initial waivers and agreed, among other things,
not to commence voluntary dissolution proceedings, including proceedings under
Chapter 11 of the United States Bankruptcy Code, without the consent of these
lenders.

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

Under Swiss law, the board of directors of an overindebted company is generally
obliged to notify a judge of overindebtedness so that the judge may either
institute insolvency proceedings or postpone such adjudication and take
appropriate measures to preserve the value of the assets. An overindebted
company is not required to notify a judge only if the creditors of the
overindebted entity subordinate their claims in the amount of the
overindebtedness.

On April 30, 2002, Cablecom reached an agreement with the lenders under the
Cablecom credit facility which, together with the implementation of an
intra-group transaction, resolved its overindebtedness. The agreement included
a waiver by the lenders of various additional covenant breaches under the
credit facility. Temporary measures were put in place to ensure that Cablecoms
overindebted subsidiaries were not required to institute insolvency
proceedings. On June 28, 2002, the commercial registry in Switzerland
confirmed the registration of the merger on July 26 and 27, 2002 of three
subsidiaries of Cablecom into Cablecom or another member of the Cablecom group,
which mergers resolved the problem of overindebtedness in respect of those
three subsidiaries. With respect to the remaining three subsidiaries which were
affected by the overindebtedness issue, subordination agreements were reached,
precluding the need to notify the judge of the overindebtedness.

Interest Payments on Public Notes

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

If the applicable issuer does not pay interest on these notes after a 30 day
grace period expires there is an event of default under the indenture in
respect of the notes on which the interest is due and unpaid. An event of
default entitles the trustee under the indenture or the holders of 25% of the
outstanding notes to declare the principal amount of those notes to be
immediately due and payable. Even if the maturity of those notes is not
accelerated after the 30 day grace period, such an event of default would also
result in an event of default in respect of other debt (commonly called cross
defaults) under most of NTLs other notes. Therefore, there was an event of
default for failure to pay interest on May 1, 2002 under the indentures
relating to the missed interest payments due April 1, 2002 and on May 16, 2002,
under the indentures relating to the missed interest payments due April 15,
2002. As a result, cross defaults occurred under the indentures at NTL
Communications Corp., NTL (Delaware), Inc., NTL Incorporated and under NTLs UK
credit facilities and under the Cablecom credit facility. This gave holders of
the outstanding series of debt at these entities the right to accelerate
repayment of those debts by declaring the principal amount of the debts to be
immediately due and payable. As a result of the payment defaults as well as
NTLs voluntary filing under Chapter 11 of the United States Bankruptcy

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

Code on May 8, 2002, there is an event of default under all of NTLs credit
facilities and the indentures governing all of NTLs publicly traded debt,
other than debt of NTL Triangle. As a result of the Chapter 11 filings, all of
NTLs publicly traded debt, other than the debt of NTL Triangle, became
immediately due and payable, pursuant to the terms of the indentures governing
such debt. The automatic stay of Section 362 of the United States Bankruptcy
Code prevents the holders of such debt from seeking to enforce their collection
rights under the indentures, except within the context of the Chapter 11 cases,
and even then only with the prior approval of the bankruptcy court. However,
NTL has received letters from the agents for the lenders under the UK credit
facilities reserving such lenders rights to accelerate repayment of the
facilities and to enforce the security granted in respect of the facilities on
account of the defaults thereunder, actions which would not be prohibited by
the automatic stay.

Credit Rating Downgrades

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

Delisting of NTL Incorporated Common Stock

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

Sale of NTL Australia

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

On April 5, 2002, NTL (Delaware), Inc. loaned £90 million to NTL (UK) Group,
Inc., which loan was funded by the proceeds of the sale of NTL Australia. This
loan is subordinated to the NTLs UK credit facilities. The remaining proceeds
of the sale of NTL Australia remain at NTL (Delaware), Inc. and the proposed
plan of reorganization anticipates that such proceeds will form a portion of
the consideration to be offered to bondholders of NTL (Delaware), Inc. and NTL
Incorporated in satisfaction of their claims against those companies.

Potential Sale of, or Outside Investment in, Cablecom

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

It has also been agreed that if such a sale of all or part of Cablecom is
consummated on or before August 31, 2003, the lenders under the Cablecom credit
facility will be entitled to receive additional interest equal to 20% of the
net proceeds of such a sale after repayment of the amounts outstanding under
the Cablecom credit facility and other expenses and taxes of the sale. There
can be no assurance that any outside investment in, or sale of all or part of,
Cablecom pursuant to the Cablecom credit facility will be on terms that are
favorable to NTL and such investment or sale could have a material adverse
effect on NTLs finances and business. In particular, in the current
environment, NTLs shareholding in Cablecom may have little or no value, which
may result in NTL receiving little or no consideration for its equity interest
in Cablecom.

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

Description of Outstanding Notes

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, the Company's
wholly-owned subsidiary NTL Communications (Ireland) Limited
("Cablelink") entered into a loan agreement with a subsidiary
of NTL under which £70.6 million and £68.0 million had been borrowed at
March 31, 2002 and December 31, 2001, respectively. The outstanding
borrowings are due in October 2007. Interest is payable quarterly in
arrears from 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 March 31, 2002 and December 31, 2001 was 4.32% and 5.69%, respectively.
Accrued interest of £745,000 and £916,000 was included in due to affiliates
in the consolidated balance sheet at March 31, 2002 and December 31, 2001,
respectively.

Contractual Obligations and Commercial Commitments

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

The following table includes aggregate information about the Companys
contractual obligations as of March 31, 2002 and the periods in which payments
are due. Due to uncertainties about the compliance with the terms and
conditions of the Companys debt that would give the holders of the debt the
right to accelerate repayment, all of the Companys long-term debt has been
classified as current.

|                                   |  |                        |        |        |  |           |      |       |  |       |      |         |  |  |      |  |  |  |        | 
|---------------------------------- |  | ---------------------- | ------ | ------ |  | --------- | ---- | ----- |  | ----- | ---- | ------- |  |  | ---- |  |  |  | ------ | 
|                                   |  | 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                     |  |                        | £433.6 |        |  |           | £   |       |  |       | £   |         |  |  | £   |  |  |  | £433.6 | 
|                                  
|                                  
|                                  
|                                  
|Capital Lease Obligations (1)      |  |                        | 3.8    |        |  |           | 1.1  |       |  |       | 1.4  |         |  |  | 0.9  |  |  |  | 0.4    | 
|                                  
|                                  
|                                  
|                                  
|Operating Leases (1)               |  |                        | 55.6   |        |  |           | 4.0  |       |  |       | 6.9  |         |  |  | 5.9  |  |  |  | 38.8   | 
|                                  
|                                  
|                                  
|                                  
|Unconditional Purchase Obligations |  |                        | 2.2    |        |  |           | 2.2  |       |  |       |     |         |  |  |     |  |  |  |       | 
|                                  
|                                  
|                                  
|                                  
|Other Long-Term Obligations        |  |                        | None   |        |  |           |     |       |  |       |     |         |  |  |     |  |  |  |       | 
|                                  
|                                  
|                                  
|                                  
|Total Contractual Cash Obligations |  |                        | £495.2 |        |  |           | £7.3 |       |  |       | £8.3 |         |  |  | £6.8 |  |  |  | £472.8 | 



---

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

Condensed Consolidated Statements of Cash Flows

Net cash provided by (used in) operating activities amounted to £19.4 million
and £(3.2) million for the three months ended March 31, 2002 and 2001,
respectively. The increase in net cash provided by operating activities is
primarily due to a £10.2 million increase in due to affiliates and changes in
working capital as a result of the timing of receipts and disbursements.

Net cash used in investing activities amounted to £10.9 million and £12.0
million for the three months ended March 31, 2002 and 2001, respectively,
primarily for continuing fixed asset purchases and construction. The Company
expects to further reduce purchases of fixed assets in 2002 in an effort to
conserve cash.

Net cash provided by financing activities amounted to £2.3 and £20.3 million
for the three months ended March 31, 2002 and 2001, respectively. Net cash
used in financing activities of £431,000 and £314,000 in the three months ended
March 31, 2002 and 2001, respectively, was for principal payments. During the
three months ended March 31, 2002 and 2001, net cash provided by financing
activities includes £2.7 million and £20.6 million, respectively, in cash
received by Cablelink under a loan agreement with a subsidiary of NTL.

Results of Operations

Consolidated financial information for the Company for the three months ended
March 31, 2002 and 2001 is as follows (in £000s, NM denotes percentage is
not meaningful):

|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  
|------------------------------------------------------- |  | ------------------ | -------- | ------------------- |  | - | -------- | - |  |  | ------- | - |  | -- | ----- | -
|                                                        |  | Three Months Ended |          |                     |  |   |          |   |  | 
|                                                        |  | March 31,          |          | Increase/(Decrease)
|                                                        |  | 2002               |          | 2001                |  | £ |          | %
|                                                        |  |                    |          |                     |  |   |          |  
|Revenues                                                |  |                    | £47,120  |                     |  |   | £42,043  |   |  |  | 5,077   |   |  |    | 12.1  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Operating, selling, general and administrative expenses |  |                    | 38,938   |                     |  |   | 42,464   |   |  |  | (3,526  | ) |  |    | (8.3  | )
|                                                       
|                                                       
|                                                       
|                                                       
|Other charges                                           |  |                    | 1,113    |                     |  |   |         |   |  |  | 1,113   |   |  | NM
|                                                       
|                                                       
|                                                       
|                                                       
|Depreciation and amortization                           |  |                    | 15,255   |                     |  |   | 24,923   |   |  |  | (9,668  | ) |  |    | (38.8 | )
|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  
|Operating loss                                          |  |                    | (8,186   | )                   |  |   | (25,344  | ) |  |  | (17,158 | ) |  |    | (67.7 | )
|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  
|Interest expense                                        |  |                    | 10,210   |                     |  |   | 9,799    |   |  |  | 411     |   |  |    | 4.2   |  
|                                                       
|                                                       
|                                                       
|                                                       
|Interest expense to affiliate                           |  |                    | 750      |                     |  |   | 538      |   |  |  | 212     |   |  |    | 39.4  |  
|                                                       
|                                                       
|                                                       
|                                                       
|Investment income                                       |  |                    | (384     | )                   |  |   | (119     | ) |  |  | 265     |   |  |    | 222.7 |  
|                                                       
|                                                       
|                                                       
|                                                       
|Exchange losses                                         |  |                    | 7,418    |                     |  |   | 19,157   |   |  |  | (11,739 | ) |  |    | (61.3 | )
|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  
|Loss before income taxes                                |  |                    | (26,180  | )                   |  |   | (54,719  | ) |  |  | (28,539 | ) |  |    | (52.2 | )
|                                                       
|                                                       
|                                                       
|                                                       
|Income tax benefit                                      |  |                    | 207      |                     |  |   |         |   |  |  | 207     |   |  | NM
|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  
|Net loss                                                |  |                    | £(25,973 | )                   |  |   | £(54,719 | ) |  |  | (28,746 | ) |  |    | (52.5 | )
|                                                        |  |                    |          |                     |  |   |          |   |  |  |         |   |  |    |       |  

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

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

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

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

Revenue for the three months ended March 31, 2002 and 2001 was £47.1 million,
and £42.0 million, respectively, representing an increase of 12.1%. The
increase in revenue was due to price increases and upselling new services to
customers. The increase was partially offset by a reduction in the customer
base due to disconnects and a reduction in sales activity.

Operating costs (including network expenses) for the three months ended March
31, 2002 and 2001 was £22.7million, and £19.6 million, respectively, representing an
increase of 15.9%. The increase in operating costs are a result of increased
interconnection and television programming costs. 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
technical infrastructure and network capacity by NTL for the Companys
subscription free Internet service. In the three months ended March 31, 2002
and 2001, these charges were £6.8 million and
£5.0 million, respectively. The increase in these charges
is primarily due to the ongoing operating integration of the Company
with the rest of NTL, as well as the introduction of the Internet
service.

Selling, general and administrative expenses for the three months ended March
31, 2002 and 2001 were £16.2 million and £22.9 million, respectively,
representing a decrease of 29.1%. The reduction in selling, general and
administrative expenses is primarily a result of the continued progress NTL has made in
improving efficiencies and reducing costs. Selling, general and administrative
expenses include certain costs which are charged by a subsidiary of NTL for the
provision of corporate services, including finance, legal, human resources and
facility services, and for the provision of IT services, including the
Companys use of the related IT equipment. These charges were £10.3 million
and £11.0 million in the three months ended March 31, 2002 and 2001,
respectively.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

Depreciation and amortization expense for three months ended March 31, 2002 and
2001 was £15.3 million and £24.9 million, respectively, representing a decrease
of £9.7 million. The Company adopted SFAS No. 142 on January 1, 2002, which
ended the amortization of goodwill and other indefinite lived intangible
assets. Depreciation and amortization expense in the three months ended March
31, 2001, after deducting the amortization of goodwill and other indefinite
lived intangible assets of £7.6 million, would have been £17.3 million. The
decrease in 2002 as compared to 2001 as adjusted is primarily due to an
increase in fully depreciated telecommunications and cable television
equipment.

Other charges in 2002 are for restructuring costs consisting of employee
severance and related costs of £1.1 million incurred by
Cablelink for 55 employees.

Interest expense was £10.2 million and £9.8 million for the three months ended
March 31, 2002 and 2001, respectively, representing an increase of £411,000.

Interest expense to affiliate was £750,000 and £538,000 for the three months
ended March 31, 2002 and 2001, respectively, due to increased
borrowings since March 31, 2001.

Investment income was £384,000 and £119,000 for the three months ended March
31, 2002 and 2001, respectively, representing an increase of £265,000. The
increase is primarily attributable to increases in the average cash balances
available for investment in 2002 as compared to the same period in 2001.

Exchange losses were £7.4 million and £19.2 million for the three months ended
March 31, 2002 and 2001, respectively.
The change is primarily attributable to 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
exchange rate fluctuations.

Recent Accounting Pronouncements

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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, 2001 (unaudited)
(in millions).

|                       |                           |  |                              |   |      |  |          |       | 
|---------------------- | ------------------------- |  | ---------------------------- | - | ---- |  | -------- | ----- | 
|                       |                           |  | Three Months Ended March 31,
|                       |                           |  |                             
|                       |                           |  | 2002                         |   | 2001
|                       |                           |  |                              |   |     
|Net loss  as reported |                           |  | £(25,973                     | ) |      |  | £(54,719 | )    
|                      
|                      
|                      
|                      
|Amortization of:       |                           |  |                              |   |      |  |          |      
|                      
|                      
|                      
|                      
|                       | Goodwill                  |  |                              |  |      |  |          | 5,834 | 
|                      
|                      
|                      
|                      
|                       | License acquisition costs |  |                              |  |      |  |          | 1,804 | 
|                       |                           |  |                              |   |      |  |          |      
|                       |                           |  |                             |   |      |  | 7,638    |      
|                       |                           |  |                              |   |      |  |          |      
|Net loss  as adjusted |                           |  | £(25,973                     | ) |      |  | £(47,081 | )    
|                       |                           |  |                              |   |      |  |          |      

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




Risk Factors

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

We do not generate sufficient cash flow from our operations to fund our
operational expenses and interest payments.
We have historically met our cash requirements through debt or equity from NTL
Incorporated and or other NTL Incorporated subsidiaries. Given NTLs
liquidity situation, unless its proposed recapitalization plan is implemented,
it is likely that NTL will not be able to provide us with cash at least for the
short-term.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

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

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

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

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

Despite an agreement in principle between NTL and its prospective lenders under
the DIP facility, there can be no assurance that a definitive agreement will be
reached which may adversely affect reorganized NTLs ability to access
sufficient liquidity to continue ordinary operations.

Despite an agreement in principle between NTL and the prospective lenders under
the DIP facility, GE Capital, the sole holder of the 5 3/4% Convertible
Subordinated Notes due 2011, and Wilmington Trust Company, the trustee, have
objected to the terms of the DIP Facility. There can be no assurance that a
definitive agreement will be reached with the prospective lenders or that the
objections by Wilmington Trust Company and GE Capital will not continue to
delay or prevent the entering by the United States Trustee of the final order
approving the terms of the DIP Facility as it is currently drafted. Failure to
reach an agreement or obtain a final order may have an adverse affect on NTLs
ability to access sufficient liquidity to continue ordinary operations.

NTL is in default under its credit facilities.

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

The UK credit facilities waivers terminated on April 29, 2002, as a result of
which, there was an event of default under each of the credit facilities with
respect to the missed interest payments on April 1, 2002. In addition, NTLs
voluntary filing under Chapter 11 of the United States Bankruptcy Code
constituted an event of default under NTLs UK credit facilities and the
Cablecom credit facility.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

NTL did not pay interest due on some of its outstanding notes on April 1, 2002,
April 15, 2002 and May 15, 2002, and NTL does not plan to make future interest
payments on most of its outstanding notes.

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

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

NTL has no current availability under its existing credit facilities.

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

It is likely NTL will lose its net operating loss carryforwards for U.S. income
tax purposes in connection with the proposed recapitalization plan.

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

The recapitalization process has required significant time and resources of
NTLs directors and senior managers, which could adversely affect the operation
of our business.

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

We have historically incurred losses and generated negative cash flows and we
cannot assure you that we will be profitable in the future.

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

Our growth has been curtailed by funding constraints.

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

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

One of our key strategies is to reduce customer churn. In order to reduce
churn in the future, we aim to improve our customer service. This improvement
will be difficult to obtain without an integrated billing system and a customer
database across the entire NTL network. NTL does not yet have an integrated
billing and operational platform.

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

Failure to successfully market broadband to our existing consumer client base
will adversely impact our revenue and results of operations.

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

We are dependent upon a small number of key personnel.

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

Our principal businesses are subject to government regulation, including
pricing regulation, and changes in current regulations may adversely affect us.

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

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

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

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

We do not insure the underground portion of our cable network.

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

We are subject to currency risk because we obtain a substantial amount of
financing in U.S. dollars but generally generate revenues and incur expenses in
other currencies.

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002

Defense of putative class action suits filed against NTL Incorporated and
certain of its officers and directors could have a negative impact on NTLs
businesses.

The putative class action lawsuits filed against NTL Incorporated and certain
of its officers and directors which were commenced by seven of its purported
security holders, on behalf of certain purchasers of NTL Incorporateds
securities may have a negative impact on our results of operations and
business. Three of these lawsuits have been voluntarily dismissed with respect
to NTL Incorporated because they were filed subsequent to the commencement of
NTLs Chapter 11 cases. The claims arising out of the remaining suits against
NTL Incorporated will be discharged if the proposed recapitalization plan is
confirmed by the bankruptcy court. The claims arising out of the suits against
the individual officers and directors remain and will not be discharged under
the recapitalization plan. Defense of such suits may divert these officers or
directors time and resources from managing the operations of NTLs business.
If these officers and directors spend significant amounts of time defending
these lawsuits, there may be a negative impact on results of operations and
business.




PART II. OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|    |  |                                                                                          
|--- |  | -----------------------------------------------------------------------------------------
|(a) |  | Exhibits:                                                                                
|   
|   
|   
|   
|    |  |                                                                                          
|   
|   
|   
|   
|    |  | None.                                                                                    
|   
|   
|   
|   
|    |  |                                                                                          
|   
|   
|   
|   
|(b) |  | Reports on Form 8-K:                                                                     
|   
|   
|   
|   
|    |  |                                                                                          
|   
|   
|   
|   
|    |  | No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 2002.









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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2002




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                    |  |                                      
|------------------- |  | -------------------------------------
|                    |  | NTL (TRIANGLE) LLC                   
|                    |  |                                      
|                    |  | (Registrant)                         
|                   
|                   
|                   
|                   
|                    |  | By: NTL Group Limited                
|                   
|                   
|                   
|                   
|                    |  | Its Sole Managing Member             
|                   
|                   
|                   
|                   
|                    |  |                                      
|                   
|                   
|                   
|                   
|                    |  |                                      
|                   
|                   
|                   
|                   
|Date: June 28, 2002 |  | By: /s/ Barclay Knapp                
|                    |  |                                      
|                    |  | Barclay Knapp                        
|                   
|                   
|                   
|                   
|                    |  | (Director of NTL Group Ltd., the sole
|                   
|                   
|                   
|                   
|                    |  | managing member)                     
|                   
|                   
|                   
|                   
|                    |  |                                      
|                   
|                   
|                   
|                   
|                    |  |                                      
|                   
|                   
|                   
|                   
|Date: June 28, 2002 |  | By: /s/ John Gregg                   
|                    |  |                                      
|                    |  | John Gregg                           
|                   
|                   
|                   
|                   
|                    |  | (Director of NTL Group Ltd., the sole
|                   
|                   
|                   
|                   
|                    |  | managing member)                     
|                   
|                   
|                   
|                   
|                    |  |                                      

34