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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

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

JUNE 30, 2003
OR

|     |  |                                                                                                                                            
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|(  ) |  | Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from         to        .

Commission File Number 0-24792

NTL (TRIANGLE) LLC




(Exact name of registrant as specified in its charter)


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

NTL House, Bartley Wood Business Park, Hook,
Hampshire, RG27 9UP, England
011 44 1256 752000




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


110 East 59th Street
New York, NY 10022
(212) 906-8440




(Address of Registrants former 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 (X)    No (  )

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



---

As of June 30, 2003, 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 Instructions H(1)(a) and H(1)(b) of Form 10-Q
and is filing this form with the reduced disclosure format set forth in General Instruction
H(2) thereto.





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TABLE OF CONTENTS



|                              |                                                                                               |                                                          |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                   
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS         
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENT OF MEMBERS CAPITAL    
|                              |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS         
|                              |                                                                                               | NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|                              | RISK FACTORS                                                                                 
|PART II. OTHER INFORMATION   
|                              | ITEM 5. OTHER INFORMATION                                                                    
|                              | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                   
|CERTIFICATION OF CEO AND CFO 
|CERTIFICATION OF CEO AND CFO 



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

INDEX

|                              |                                                                                               |                                                                                                                       |  |        |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- |  | ------ | - | 
|                              |                                                                                               |                                                                                                                       |  | Page  
|                              |                                                                                               |                                                                                                                       |  | Number
|                              |                                                                                               |                                                                                                                       |  |       
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                                       |  |       
|                              | Item 1. Financial Statements                                                                  |                                                                                                                       |  |        |  
|                              |                                                                                               | Condensed Consolidated Balance Sheets as of June 30,
2003 (Unaudited) and December 31, 2002                           |  |        | 1 | 
|                              |                                                                                               | Condensed Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2003 and 2002
(Unaudited) |  |        | 2 | 
|                              |                                                                                               | Condensed Consolidated Statement of Members Capital for
the Six Months Ended June 30, 2003 (Unaudited)               |  |        | 3 | 
|                              |                                                                                               | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (Unaudited)           |  |        | 4 | 
|                              |                                                                                               | Notes to Condensed Consolidated Financial Statements
(Unaudited)                                                      |  |        | 5 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                       |  | 10     |  
|                              | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                       |  | 18     |  
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                       |  | 19     |  
|                              | Risk Factors                                                                                  |                                                                                                                       |  | 20     |  
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                                       |  |       
|                              | Item 5. Other Information                                                                     |                                                                                                                       |  | 27     |  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                       |  | 27     |  
|                              | SIGNATURES                                                                                    |                                                                                                                       |  | 27     |  





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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




CONDENSED CONSOLIDATED BALANCE SHEETS
(in £000s, except members interests data)

|                                                                                               |                                                                                                |                           |         |             |        |              |         |          |         | 
|---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------- | ------- | ----------- | ------ | ------------ | ------- | -------- | ------- | 
|                                                                                               |                                                                                                |                           |         | June 30,    |        | December 31,
|                                                                                               |                                                                                                |                           |         | 2003        |        | 2002        
|                                                                                               |                                                                                                |                           |         |             |        |             
|                                                                                               |                                                                                                |                           |         | (Unaudited) |        | (See Note)  
|Assets                                                                                         |                                                                                                |                           |         |             |        |              |         |         
|Current assets                                                                                 |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               | Cash and cash equivalents                                                                      |                           | £       | 16,288      |        |              | £       | 18,154   |        
|                                                                                               | Accounts receivable, less allowance for doubtful accounts
of £12,471 (2003) and £10,738 (2002) |                           |         | 22,400      |        |              |         | 21,812   |        
|                                                                                               | Other current assets                                                                           |                           |         | 2,628       |        |              |         | 1,998    |        
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               |                                                                                                | Total current assets      |         |             | 41,316 |              |         |          | 41,964  | 
|Deferred financing costs, net of accumulated amortization
of £27,913 (2003) and £25,823 (2002) |                                                                                                |                           | 11,685  |             |        |              | 13,775  |         
|Fixed assets, net                                                                              |                                                                                                |                           | 437,130 |             |        |              | 444,680 |         
|Intangible assets, net                                                                         |                                                                                                |                           | 12,540  |             |        |              | 16,702  |         
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|Total assets                                                                                   |                                                                                                | £                         | 502,671 |             |        | £            | 517,121 |         
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|Liabilities and members capital                                                               |                                                                                                |                           |         |             |        |              |         |         
|Current liabilities                                                                            |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               | Accounts payable and accrued expenses                                                          |                           | £       | 33,906      |        |              | £       | 31,667   |        
|                                                                                               | Interest payable                                                                               |                           |         | 4,382       |        |              |         | 4,500    |        
|                                                                                               | Deferred revenue                                                                               |                           |         | 16,212      |        |              |         | 14,757   |        
|                                                                                               | Due to affiliates                                                                              |                           |         | 13,188      |        |              |         | 28,874   |        
|                                                                                               | Current portion of long-term debt                                                              |                           |         | 570         |        |              |         | 323,628  |        
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               |                                                                                                | Total current liabilities |         |             | 68,258 |              |         |          | 403,426 | 
|Loans from affiliate                                                                           |                                                                                                |                           | 80,334  |             |        |              | 75,197  |         
|Long-term debt, less current portion                                                           |                                                                                                |                           | 314,323 |             |        |              |        |         
|Commitments and contingent liabilities                                                         |                                                                                                |                           |         |             |        |              |         |         
|Deferred income taxes                                                                          |                                                                                                |                           | 2,040   |             |        |              | 382     |         
|Members capital                                                                               |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               | Common membership interests, £.01 par value - authorized
and issued 800,000 interests          |                           |         | 8           |        |              |         | 8        |        
|                                                                                               | Additional capital                                                                             |                           |         | 511,263     |        |              |         | 493,537  |        
|                                                                                               | Accumulated other comprehensive (loss) income                                                  |                           |         | (209        | )      |              |         | 909      |        
|                                                                                               | Accumulated deficit                                                                            |                           |         | (473,346    | )      |              |         | (456,338 | )      
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|                                                                                               |                                                                                                | Total members capital    |         |             | 37,716 |              |         |          | 38,116  | 
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         
|Total liabilities and members capital                                                         |                                                                                                | £                         | 502,671 |             |        | £            | 517,121 |         
|                                                                                               |                                                                                                |                           |         |             |        |              |         |         



|Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date.
See accompanying notes.
|-----------------------------------------------------------------------------------------------------------------------------------------

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\

NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in £000s)

|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |         |  
|--------------------------------- | ------------------------------------------------------- | - | ------------------ | ------- | ---------------- | - | ------- | ------- | ---- | -- | -------- | ------- | - | -- | -------- | ------- | -
|                                  |                                                         |   | Three months ended |         | Six months ended
|                                  |                                                         |   | June 30,           |         | June 30,        
|                                  |                                                         |   |                    |         |                 
|                                  |                                                         |   | 2003               |         | 2002             |   | 2003    |         | 2002
|                                  |                                                         |   |                    |         |                  |   |         |         |     
|Revenue                           |                                                         | £ | 54,145             |         |                  | £ | 48,565  |         |      | £  | 106,928  |         |   | £  | 95,685   |        
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|Costs and expenses                |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|                                  | Operating costs (exclusive of depreciation
shown below) |   |                    | (22,064 | )                |   |         | (21,995 | )    |    |          | (44,505 | ) |    |          | (44,728 | )
|                                  | Selling, general and administrative
expenses            |   |                    | (16,949 | )                |   |         | (15,786 | )    |    |          | (33,929 | ) |    |          | (31,991 | )
|                                  | Other charges                                           |   |                    | (863    | )                |   |         | (13     | )    |    |          | (1,048  | ) |    |          | (1,126  | )
|                                  | Depreciation                                            |   |                    | (14,162 | )                |   |         | (14,005 | )    |    |          | (27,450 | ) |    |          | (26,135 | )
|                                  | Amortization                                            |   |                    | (2,081  | )                |   |         | (2,365  | )    |    |          | (4,162  | ) |    |          | (5,490  | )
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|                                  |                                                         |   | (56,119            | )       |                  |   | (54,164 | )       |      |    | (111,094 | )       |   |    | (109,470 | )      
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|Operating loss                    |                                                         |   | (1,974             | )       |                  |   | (5,599  | )       |      |    | (4,166   | )       |   |    | (13,785  | )      
|Other income (expense)            |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|                                  | Interest expense                                        |   |                    | (10,030 | )                |   |         | (9,956  | )    |    |          | (20,154 | ) |    |          | (20,166 | )
|                                  | Interest expense to affiliate                           |   |                    | (754    | )                |   |         | (783    | )    |    |          | (1,466  | ) |    |          | (1,533  | )
|                                  | Interest income                                         |   |                    | 104     |                  |   |         | 323     |      |    |          | 287     |   |    |          | 707     |  
|                                  | Exchange gains                                          |   |                    | 15,060  |                  |   |         | 25,079  |      |    |          | 8,643   |   |    |          | 17,661  |  
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|                                  |                                                         |   | 4,380              |         |                  |   | 14,663  |         |      |    | (12,690  | )       |   |    | (3,331   | )      
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|Income (loss) before income taxes |                                                         |   | 2,406              |         |                  |   | 9,064   |         |      |    | (16,856  | )       |   |    | (17,116  | )      
|Income tax (expense) benefit      |                                                         |   | (124               | )       |                  |   | (44     | )       |      |    | (152     | )       |   |    | 163      |        
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        
|Net income (loss)                 |                                                         | £ | 2,282              |         |                  | £ | 9,020   |         |      | (£ | 17,008   | )       |   | (£ | 16,953   | )      
|                                  |                                                         |   |                    |         |                  |   |         |         |      |    |          |         |   |    |          |        

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENT OF MEMBERS CAPITAL
(Unaudited)
(in £000s)

|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |               |        |   |    |             |   |  |    |         |   |  |   |         |   | 
|------------------------------- | ------------------ |  | ---------- |  | --- | - | ------- |  | ---------- | - | ------------- |  | ------- | -- | ------------- | ------ | - | -- | ----------- | - |  | -- | ------- | - |  | - | ------- | - | 
|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |               |        |   |    | Accumulated |   |  |    |         |   |  |   |        
|                                |                    |  | Common     |  |     |   |         |  |            |   |               |  | Compre- |    | other compre- |        |   |    |             |   |  |    |        
|                                |                    |  | membership |  |     |   |         |  | Additional |   | hensive       |  | hensive |    | Accumulated   |        |   |    |            
|                                |                    |  | interests  |  | Par |   | capital |  | loss       |   | income
(loss) |  | deficit |    | Total        
|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |              
|Balance at December 31, 2002    |                    |  | 800        |  |     | £ | 8       |  |            | £ | 493,537       |  |         |    |               |        |   | £  | 909         |   |  | (£ | 456,338 | ) |  | £ | 38,116  |  
|Capital contributed by member   |                    |  |            |  |     |   |         |  |            |   | 17,726        |  |         |    |               |        |   |    |             |   |  |    |         |   |  |   | 17,726  |  
|Net loss                        |                    |  |            |  |     |   |         |  |            |   |               |  |         | (£ | 17,008        | )      |   |    |             |   |  |    | (17,008 | ) |  |   | (17,008 | )
|Currency translation adjustment |                    |  |            |  |     |   |         |  |            |   |               |  |         |    | (1,118        | )      |   |    | (1,118      | ) |  |    |         |   |  |   | (1,118  | )
|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |               |        |   |    |             |   |  |    |         |   |  |   |         |  
|                                | Comprehensive loss |  |            |  |     |   |         |  |            |   |               |  |         |    | (£            | 18,126 | ) |    |             |   |  |    |         |   |  |   |         |   | 
|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |               |        |   |    |             |   |  |    |         |   |  |   |         |  
|Balance at June 30, 2003        |                    |  | 800        |  |     | £ | 8       |  |            | £ | 511,263       |  |         |    |               |        |   | (£ | 209         | ) |  | (£ | 473,346 | ) |  | £ | 37,716  |  
|                                |                    |  |            |  |     |   |         |  |            |   |               |  |         |    |               |        |   |    |             |   |  |    |         |   |  |   |         |  

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in £000s)

|                                                    |                                          |                                           |        |                  |         |      |        |         |         |  
|--------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------ | ---------------- | ------- | ---- | ------ | ------- | ------- | -
|                                                    |                                          |                                           |        | Six months ended
|                                                    |                                          |                                           |        | June 30,        
|                                                    |                                          |                                           |        |                 
|                                                    |                                          |                                           |        | 2003             |         | 2002
|                                                    |                                          |                                           |        |                  |         |     
|Net cash (used in) provided by operating activities |                                          | (£                                        | 5,696  | )                |         | £    | 9,842  |        
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Investing activities                                |                                          |                                           |        |                  |         |      |        |        
|                                                    | Purchases of fixed assets                |                                           |        | (13,939          | )       |      |        | (21,425 | )      
|                                                    |                                          |                                           |        |                  |         |      |        |        
|                                                    |                                          | Net cash used in investing activites      |        |                  | (13,939 | )    |        |         | (21,425 | )
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Financing activities                                |                                          |                                           |        |                  |         |      |        |        
|                                                    | Loans from affiliate                     |                                           |        |                 |         |      |        | 2,737   |        
|                                                    | Capital
contributed by member            |                                           |        | 17,726           |         |      |        |        |        
|                                                    | Principal payments                       |                                           |        | (371             | )       |      |        | (638    | )      
|                                                    |                                          |                                           |        |                  |         |      |        |        
|                                                    |                                          | Net cash provided by financing activities |        |                  | 17,355  |      |        |         | 2,099   |  
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Effect of exchange rate changes on cash             |                                          |                                           | 414    |                  |         |      | 112    |        
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Decrease in cash and cash equivalents               |                                          |                                           | (1,866 | )                |         |      | (9,372 | )      
|Cash and cash equivalents, beginning of period      |                                          |                                           | 18,154 |                  |         |      | 34,927 |        
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Cash and cash equivalents, end of period            |                                          | £                                         | 16,288 |                  |         | £    | 25,555 |        
|                                                    |                                          |                                           |        |                  |         |      |        |        
|Supplemental disclosure of cash flow information    |                                          |                                           |        |                  |         |      |        |        
|                                                    | Cash paid during the period for interest |                                           | £      | 17,924           |         |      | £      | 20,931  |        
|                                                    |                                          |                                           |        |                  |         |      |        |        

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

We have prepared the accompanying unaudited condensed consolidated
financial statements of NTL (Triangle) LLC 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 our management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Our
operating results for the three and six months ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003. For further information, refer to our consolidated financial
statements and footnotes thereto included in our Annual Report on Form 10-K as
amended for the year ended December 31, 2002.

We are an indirect, wholly owned subsidiary of NTL Incorporated (NTL
Incorporated and, together with its consolidated subsidiaries, NTL). We are
reliant upon the support of NTL to continue our operations.

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

2. NTLs Completed Restructuring

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

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

Background of Restructuring

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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

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

The Bankruptcy Court confirmed the Plan on September 5, 2002. During the
fall of 2002, the former NTL Incorporated negotiated with a group of lenders to
enter into a new financing arrangement to repay the DIP facility, to repay
certain obligations and to provide liquidity to NTL. The Plan became effective
on January 10, 2003 (referred to as the Effective Date), at which time the
Debtors emerged from Chapter 11 reorganization. In connection with the Debtors
emergence from Chapter 11 reorganization, the current NTL Incorporated and
certain of its subsidiaries issued $558.249 million aggregate principal face
amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January 10,
2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of the
current NTL Incorporateds common stock on that date. The gross proceeds from
the sale of the Exit Notes and such shares totaled $500 million. The proceeds
were used in part to repay all amounts outstanding under the DIP facility
(which was repaid on the Effective Date) and to purchase from NTL (Delaware),
Inc a £90 million note of NTL (UK) Group Inc. and to repay certain other
obligations. Also on January 10, 2003, NTL Incorporated and its lending banks
amended its existing credit facilities.

3. Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No.149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement is not expected to have a significant effect on our results of
operations, financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which requires
variable interest entities to be consolidated by the primary beneficiary of the
entity if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 become effective for us during the third quarter of 2003.
At June 30, 2003, we have no unconsolidated affiliates.
Therefore, we do not expect the effectiveness of FIN 46 to
impact our financial statements.

In November 2002, the Emerging Issues Task Force reached a consensus on
EITF No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). EITF 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of EITF 00-21 is not expected to have a significant effect on our
results of operations, financial condition or cash flows.

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

6



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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

4. Comprehensive income (loss)

Consolidated comprehensive income (loss) includes net loss as well as
other comprehensive income (loss). Our other comprehensive income (loss)
consists of changes in cumulative translation adjustment. Consolidated
comprehensive income (loss) consists of (in £000s) (unaudited):

|                                         |  |                    |       |                  |  |      |        |      |  |    |        |   |  |    |        |  
|---------------------------------------- |  | ------------------ | ----- | ---------------- |  | ---- | ------ | ---- |  | -- | ------ | - |  | -- | ------ | -
|                                         |  | Three months ended |       | Six months ended
|                                         |  | June 30,           |       | June 30,        
|                                         |  |                    |       |                 
|                                         |  | 2003               |       | 2002             |  | 2003 |        | 2002
|                                         |  |                    |       |                  |  |      |        |     
|Net income (loss)                        |  | £                  | 2,282 |                  |  | £    | 9,020  |      |  | (£ | 17,008 | ) |  | (£ | 16,953 | )
|Foreign currency translation adjustments |  |                    | (211  | )                |  |      | 1,484  |      |  |    | (1,118 | ) |  |    | 1,484  |  
|                                         |  |                    |       |                  |  |      |        |      |  |    |        |   |  |    |        |  
|Comprehensive income (loss)              |  | £                  | 2,071 |                  |  | £    | 10,504 |      |  | (£ | 18,126 | ) |  | (£ | 15,469 | )
|                                         |  |                    |       |                  |  |      |        |      |  |    |        |   |  |    |        |  

5. Fixed assets

Fixed assets consists of (in £000s):

|                         |  |             |  |          |         |              |          |   |         |   |          |  
|------------------------ |  | ----------- |  | -------- | ------- | ------------ | -------- | - | ------- | - | -------- | -
|                         |  | Estimated   |  | June 30, |         | December 31,
|                         |  | Useful Life |  | 2003     |         | 2002        
|                         |  |             |  |          |         |             
|                         |  |             |  |          |         | (unaudited)  |          |   |         |  
|Operating equipment      |  | 3-40 years  |  | £        | 659,241 |              |          | £ | 631,848 |  
|Other equipment          |  | 3-50 years  |  |          | 63,458  |              |          |   | 61,228  |  
|Construction in progress |  |             |  |          |         |              | 7,413    |   |         |   | 13,053   |  
|                         |  |             |  |          |         |              |          |   |         |   |          |  
|                         |  |             |  |          |         |              | 730,112  |   |         |   | 706,129  |  
|Accumulated depreciation |  |             |  |          |         |              | (292,982 | ) |         |   | (261,449 | )
|                         |  |             |  |          |         |              |          |   |         |   |          |  
|                         |  |             |  |          |         | £            | 437,130  |   |         | £ | 444,680  |  
|                         |  |             |  |          |         |              |          |   |         |   |          |  

We are currently evaluating the remaining useful economic lives of our
fixed assets. We expect to adopt new lives when the evaluation is
completed. At this time,
we are unable to quantify the likely impact on our depreciation
charge upon the adoption of the new lives.

7



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

6. Intangible Assets

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

|                                                                                     |  |             |        |              |  |   |        | 
|------------------------------------------------------------------------------------ |  | ----------- | ------ | ------------ |  | - | ------ | 
|                                                                                     |  | June 30,    |        | December 31,
|                                                                                     |  | 2003        |        | 2002        
|                                                                                     |  |             |        |             
|                                                                                     |  | (unaudited) |        |              |  |  
|Intangible assets not subject to amortization:                                       |  |             |        |              |  |   |        | 
|Goodwill                                                                             |  | £           | 94     |              |  | £ | 94     | 
|Intangible assets subject to amortization:                                           |  |             |        |              |  |   |        | 
|Customer lists, net of accumulated amortization
of £25,478 (2003) and £22,055 (2002) |  |             | 6,844  |              |  |   | 10,267 | 
|Other, net of accumulated amortization
of £12,908 (2003) and £12,167 (2002)          |  |             | 5,602  |              |  |   | 6,341  | 
|                                                                                     |  |             |        |              |  |   |        | 
|                                                                                     |  | £           | 12,540 |              |  | £ | 16,702 | 
|                                                                                     |  |             |        |              |  |   |        | 

Estimated aggregate amortization expense for each of the five succeeding
fiscal years from December 31, 2002 is as follows: £8.3 million in 2003, £4.9
million in 2004, £1.5 million in 2005, £0.9 million in 2006 and £0.3 million in
2007.

7. Other Charges

Other charges of £1.0 million in 2003 include £0.4 million of
restructuring costs incurred by our wholly owned subsidiary, NTL Ireland, for
five employees and £0.6 million of costs allocated to us by a subsidiary of NTL.
These costs are for employee severance and related costs. Charges allocated to
us by a subsidiary of NTL are made on the basis of an allocation formula
appropriate to each category of charge that is based on managements judgement
of a reasonable methodology given the facts and circumstances.

Other charges of £1.1 million in 2002 are for restructuring costs incurred
by NTL Ireland for 55 employees, which amount was fully utilized in 2002.

The following table summarizes NTL Irelands activity related to
restructuring charges incurred by NTL Ireland and utilized since 2002 (in
£000s):

|                           |  |                    |      |            |  |       |       |   |  |   |       |  
|-------------------------- |  | ------------------ | ---- | ---------- |  | ----- | ----- | - |  | - | ----- | -
|                           |  | Employee
Severance |      | Lease Exit |  |       |       |  
|                           |  | and Related Costs  |      | Costs      |  | Total
|                           |  |                    |      |            |  |      
|Balance, December 31, 2002 |  | £                  |     |            |  | £     | 1,269 |   |  | £ | 1,269 |  
|Charge to expense          |  |                    | 376  |            |  |       |      |   |  |   | 376   |  
|Utilized                   |  |                    | (203 | )          |  |       | (59   | ) |  |   | (262  | )
|                           |  |                    |      |            |  |       |       |   |  |   |       |  
|Balance, June 30, 2003     |  | £                  | 173  |            |  | £     | 1,210 |   |  | £ | 1,383 |  
|                           |  |                    |      |            |  |       |       |   |  |   |       |  

8. Related Party Transactions

In October 2000, NTL Ireland entered into a loan agreement with a
subsidiary of NTL under which £80.3 million and £75.2 million had been borrowed
at June 30, 2003 and December 31, 2002, 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 June 30,
2003 and December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest
of £2,362,000 and £819,000 was included in due to affiliates in the
consolidated balance sheet at June 30, 2003 and December 31, 2002,
respectively.

8



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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

The related charges, which began in the fourth quarter of 1999, represent
our 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. We were charged £35.1 million
and £35.2 million for the six months ended June 30, 2003 and 2002,
respectively. For 2003, £13.4 million was included in operating costs and £21.7
million was included in selling, general and administrative expense. For 2002,
£14.5 million was included in operating costs and £20.7 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 we operated as
an unaffiliated entity. In the opinion of our management, the allocation method
is reasonable.

As of June 30, 2003 and December 31, 2002, the due to affiliates balance
include payments made to third parties on our behalf by a subsidiary of NTL. We
have reduced direct transactions with third parties as a result of our
continued integration with NTL. We have therefore had our liabilities to third
parties significantly reduced, with a rise in amounts due to affiliates. The
payments made on our behalf represent directly attributable expenses incurred
by us.

In addition, other charges include amounts allocated to us by a subsidiary
of NTL as discussed in Note 7, Other Charges.

9. Long-term Debt

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

|                                |  |             |         |              |  |   |          |  
|------------------------------- |  | ----------- | ------- | ------------ |  | - | -------- | -
|                                |  | June 30,    |         | December 31,
|                                |  | 2003        |         | 2002        
|                                |  |             |         |             
|                                |  | (unaudited) |         |              |  |  
|2007 Senior Discount Debentures |  | £           | 312,978 |              |  | £ | 321,417  |  
|Capital lease obligations       |  |             | 1,915   |              |  |   | 2,211    |  
|                                |  |             |         |              |  |   |          |  
|                                |  |             | 314,893 |              |  |   | 323,628  |  
|Less current portion            |  |             | (570    | )            |  |   | (323,628 | )
|                                |  |             |         |              |  |   |          |  
|                                |  | £           | 314,323 |              |  | £ |         |  
|                                |  |             |         |              |  |   |          |  



| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Owing to uncertainties about the compliance with the terms and
conditions of our debt that would give the holders of the debt the right to
accelerate repayment, all of our long-term debt was classified as current at
December 31, 2002.

10. Commitments and contingent liabilities



| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | At June 30, 2003, we were committed to pay £3.1 million for equipment
and services within the following twelve months.



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

9



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




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

Overview

We are a holding company that 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. We own the
companies that have franchises for Darlington and Teesside (collectively,
Teesside) and Cambridge in the UK, and NTL Communications (Ireland) Limited
(NTL Ireland), which owns the companies that provide services in Dublin,
Galway and Waterford, Ireland.

NTLs Completed Restructuring

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

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

Background of Restructuring

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

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

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

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

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NTL (TRIANGLE) LLC AND
SUBSIDIARIESFORM 10-QQUARTER ENDED JUNE 30, 2003

Incorporated with up to $500 million in new debt financing (NTL
(Delaware), Inc. committed to provide up to an additional $130 million under the
DIP facility).

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

The Bankruptcy Court confirmed the Plan on September 5, 2002. During the
fall of 2002, the former NTL Incorporated negotiated with a group of lenders to
enter into a new financing arrangement to repay the DIP facility, to repay
certain obligations and to provide liquidity to NTL. The Plan became effective
on January 10, 2003 (referred to as the Effective Date), at which time the
Debtors emerged from Chapter 11 reorganization. In connection with the Debtors
emergence from Chapter 11 reorganization, the current NTL Incorporated and
certain of its subsidiaries issued $558.249 million aggregate principal face
amount of 19% Senior Secured Notes due 2010 (the Exit Notes) on January 10,
2003. Initial purchasers of the Exit Notes also purchased 500,000 shares of the
current NTL Incorporateds common stock on that date. The gross proceeds from
the sale of the Exit Notes and such shares totaled $500 million. The proceeds
were used in part to repay all amounts outstanding under the DIP facility
(which was repaid on the Effective Date) and to purchase from NTL (Delaware),
Inc a £90 million note of NTL (UK) Group Inc. and to repay certain other
obligations. Also, on January 10, 2003, NTL Incorporated and its lending banks
amended its existing credit facilities.

Liquidity and Capital Resources

We have historically incurred operating losses and negative operating cash
flow. In addition, we have required, and expect to continue to require,
significant amounts of capital to finance construction of our networks,
connection of customers to the networks, other capital expenditures and for
working capital needs including debt service requirements. We are
reliant upon the support of NTL to continue our operations.

As of June 30, 2003, we had approximately £16.3 million in cash and cash
equivalents on hand. We estimate that our capital expenditures
and debt service requirements, net of cash from operations, will be
approximately £4.0 million from July 1, 2003 to
June 30, 2004. However, we expect to require additional cash at
certain points during the twelve months from July 1, 2003 to
June 30, 2004 owing to the timing of our cash flows. Our management
believe that cash and cash equivalents on hand at June 30, 2003, and cash from
NTL Incorporated will be sufficient for our cash requirements during the twelve
months from July 1, 2003 to June 30, 2004.

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

Description of Outstanding Notes

In November 1995, we issued $517.3 million principal amount at maturity of
11.2% Senior Discount Debentures due November 15, 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 are redeemable at our option after
November 15, 2000. The 2007 Discount Debentures contain restrictive covenants
that limit our ability to pay dividends.

In October 2000, NTL Ireland entered into a loan agreement with a
subsidiary of NTL under which £80.3 million and £75.2 million had been borrowed
at June 30, 2003 and December 31, 2002, 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 June 30,
2003 and December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest
of £2,362,000 and £819,000 was included in due to affiliates in the
consolidated balance sheet at June 30, 2003 and December 31, 2002,
respectively.

11



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Contractual Obligations and Commercial Commitments

We had
no significant commercial commitments as of June 30, 2003.

The following table includes aggregate information about our contractual
obligations as of June 30, 2003 and the periods in which payments are due.

|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |      | 
|---------------------------------- |  | ----- | ----- | ------ |  | ---------------------- | --- | --------- |  | ------- | --- |  |  | - | ----- | ----- |  | - | ---- | 
|                                   |  |       |       |        |  | Payments due by period
|                                   |  |       |       |        |  |                       
|                                   |  |       |       |        |  | Less than              |     |           |  |         |     |  |  |   |       | After
|Contractual obligations            |  | Total |       | 1 year |  | 1-3 years              |     | 4-5 years |  | 5 years
|                                   |  |       |       |        |  |                        |     |           |  |        
|Long-term debt                     |  | £     | 313.0 |        |  | £                      |    |           |  | £       |    |  |  | £ | 313.0 |       |  | £ |     | 
|Capital lease obligations          |  |       | 2.3   |        |  |                        | 0.7 |           |  |         | 1.1 |  |  |   | 0.5   |       |  |   |     | 
|Operating leases                   |  |       | 39.3  |        |  |                        | 1.3 |           |  |         | 5.4 |  |  |   | 3.6   |       |  |   | 29.0 | 
|Unconditional purchase obligations |  |       | 3.1   |        |  |                        | 3.1 |           |  |         |    |  |  |   |      |       |  |   |     | 
|Other long-term obligations        |  |       | 82.7  |        |  |                        |    |           |  |         |    |  |  |   | 82.7  |       |  |   |     | 
|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |      | 
|Total contractual cash obligations |  | £     | 440.4 |        |  | £                      | 5.1 |           |  | £       | 6.5 |  |  | £ | 399.8 |       |  | £ | 29.0 | 
|                                   |  |       |       |        |  |                        |     |           |  |         |     |  |  |   |       |       |  |   |      | 

Condensed Consolidated Statements of Cash Flows

We used £5.7 million in our operating activities in the six months ended
June 30, 2003 compared with generating £9.8 million in the six months ended
June 30, 2002. The decrease in net cash provided by operating activities is
primarily owing to a net payment of £15.7 million to affiliates and changes in
working capital as a result of the timing of receipts and disbursements.

We spent £13.9 million and £21.4 million on fixed asset purchases and
construction for the six months ended June 30, 2003 and 2002, respectively. We
will continue to minimize purchases of fixed assets in 2003 in an effort to
conserve cash.

During the six months ended June 30, 2003, our members contributed further
capital of £17.7 million. After deducting principal payments on our capital
lease obligations, we raised a net £17.4 million in our financing activities in
the six months ended June 30, 2003. During the six months ended June 30, 2002,
NTL Ireland drew down a further £2.7 million under their loan agreement with a
subsidiary of NTL Incorporated.

Selected Operating Data

We set forth in the table below certain of our operating data at June 30 2003,
and December 31, 2002.

|                                 |  |               |         |              |  |          |         |              |  |  |         |   |  |  |         |  
|-------------------------------- |  | ------------- | ------- | ------------ |  | -------- | ------- | ------------ |  |  | ------- | - |  |  | ------- | -
|                                 |  | UK Franchises |         | NTL Ireland 
|                                 |  |               |         |             
|                                 |  | June 30,      |         | December 31, |  | June 30, |         | December 31,
|                                 |  | 2003          |         | 2002         |  | 2003     |         | 2002        
|                                 |  |               |         |              |  |          |         |             
|Homes passed (3) (8)             |  |               | 563,000 |              |  |          | 563,000 |              |  |  | 456,600 |   |  |  | 474,900 |  
|Homes marketed (4) (8)           |  |               | 519,725 |              |  |          | 503,800 |              |  |  | 456,600 |   |  |  | 474,900 |  
|Total customers (1) (5)          |  |               | 275,739 |              |  |          | 275,618 |              |  |  | 344,600 |   |  |  | 368,512 |  
|Digital cable subscribers        |  |               | 80,765  |              |  |          | 79,258  |              |  |  | 49,500  |   |  |  | 38,051  |  
|Analog cable subscribers         |  |               | 39,354  |              |  |          | 45,415  |              |  |  | 295,100 |   |  |  | 311,476 |  
|MATV/MMDS
subscribers (2)(8)     |  |               | 17,971  |              |  |          | 17,784  |              |  |  |        |   |  |  | 18,900  |  
|Broadband internet subscribers   |  |               | 87,301  |              |  |          | 61,331  |              |  |  | 2,400   |   |  |  | 1,737   |  
|Dial-up internet subscribers     |  |               | 48,988  |              |  |          | 58,128  |              |  |  | 1,700   |   |  |  | 2,500   |  
|Telephone subscribers (7)        |  |               | 245,173 |              |  |          | 247,221 |              |  |  | 1,700   |   |  |  | 6,436   |  
|Penetration (homes marketed) (6) |  |               | 53.1    | %            |  |          | 54.7    | %            |  |  | 75.5    | % |  |  | 77.6    | %
|Annualized Churn                 |  |               | 11.8    | %            |  |          | 15.7    | %            |  |  | 14.0    | % |  |  | 7.7     | %

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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003



|1. |  | NTL Ireland has introduced a more rigorous credit
policy that will lead to the involuntary disconnection of
certain customers. As a result of this, NTL Ireland anticipate that its
residential customer base will decline by approximately 15,000
customers during the second half of 2003. We
believe this will not have a significant overall impact on our
results of operations or cash flows.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Master Antenna Television (MATV) subscribers and Multi-channel
Multi-point Distribution System (MMDS)
subscribers.                                                                                                                                                                                                                                                                                 
|  
|3. |  | Homes passed is the number of homes that have had ducting buried outside.                                                                                                                                                                                                                                                                                                                          
|  
|4. |  | Homes marketed is the number of homes for which the initial marketing
phase (including door to door direct marketing) has been completed.                                                                                                                                                                                                                                                          
|  
|5. |  | Total customers for the UK franchises at December 31, 2002 have been
restated to include 17,784 MATV customers.                                                                                                                                                                                                                                                                                    
|  
|6. |  | Penetration is calculated by dividing the number of total customers by
the number of homes marketed.                                                                                                                                                                                                                                                                                               
|  
|7. |  | Telephone subscribers for NTL Ireland at June 30, 2003 exclude off-net
subscribers.                                                                                                                                                                                                                                                                                                                
|  
|8. |  | NTL Ireland also offers MMDS television to 70,000 marketable homes and had 3,800
digital and 14,000 analog MMDS customers at June 30, 2003.                                                                                                                                                                                                                                                        

Results of Operations

We provide a broad range of telecommunication services, including
telephony, analog and digital television, Internet access and interactive
services. We derive our revenue principally from monthly fees and usage
charges. Our packaging and pricing are designed to encourage our customers to
use multiple services such as dual telephone and broadband, dual telephone and
television or triple telephone, television and Internet access.

The principal components of our expenses include (1) costs to connect our
network to other networks (referred to as interconnection); (2) television
programming costs; (3) payroll and other employee related costs; (4) repairs
and maintenance; (5) facility related costs, such as rent, utilities and rates;
(6) marketing and selling costs; and (7) provisions for doubtful accounts.
A significant portion of our costs are charged to us by a subsidiary of NTL. These charges include
costs for the provision of network services and support, the use of NTLs national backbone
telephony network for carriage of our telephony traffic, as well as the
provision of technical infrastructure and network capacity by NTL for our
subscription Internet service and digital cable services, the provision of
corporate services, including finance, legal, human resources and facility
services, and for the provision of IT services, including our use of the
related IT equipment.

We continue to focus on improving our customer service and increasing our
service offering to customers in an effort to curtail and control churn. NTL is
in the process of integrating its various billing systems and customer
databases in an effort to improve one of the main tools they use to provide
customer service. This effort is at a relatively early stage although they
have continued to make progress through June 30, 2003. Although the new system
does not yet support NTLs full suite of services, NTL expects to complete the
project substantially by the third quarter of 2004. The total project cost is
estimated to be approximately £75.0 million, of which NTL has incurred £36.6
million through June 30, 2003. NTL cannot be certain that this project will be
successful. If the full integration is not successful, we could experience an
adverse effect on our customer service, our churn rate and our share of the
costs of maintaining these systems going forward. We could also experience
operational failures related to billing and collecting revenue from our
customers, which, depending upon on the severity of the failure, could have a
material adverse effect on our business.

Our plan to control churn and to increase average revenue per customer
(referred to as 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 still significant
competition in our markets, through

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

digital satellite and digital terrestrial television and through alternative Internet access media, such as DSL offered
by BT. If in the future we are unable to charge the prices for these services that
we anticipate in our business plan in response to competition or if our
competition is able to attract our customers, our results of operations will be
adversely affected.

NTL Ireland has introduced a more rigorous credit policy that will
lead to the involuntary disconnection of certain customers. As a result of
this, NTL Ireland anticipates that its residential customer base will decline by approximately 15,000 customers during the second half of 2003. We believe this will not have a
significant overall impact on our results of operations or cash flows.

Three months ended June 30, 2003 and 2002

We present below consolidated financial information for the three months
ended June 30, 2003 and 2002 (in £000s, NM denotes percentage is not
meaningful):

|                                            |  |                    |         |                     |  |   |         |   |  |  |         |   |  |    |       |  
|------------------------------------------- |  | ------------------ | ------- | ------------------- |  | - | ------- | - |  |  | ------- | - |  | -- | ----- | -
|                                            |  | Three months ended |         |                     |  |   |         |   |  | 
|                                            |  | June 30,           |         | Increase (decrease)
|                                            |  |                    |         |                    
|                                            |  | 2003               |         | 2002                |  | £ |         | %
|                                            |  |                    |         |                     |  |   |         |  
|Revenues                                    |  | £                  | 54,145  |                     |  | £ | 48,565  |   |  |  | 5,580   |   |  |    | 11.5  |  
|Operating costs                             |  |                    | (22,064 | )                   |  |   | (21,995 | ) |  |  | 69      |   |  |    | 0.3   |  
|Selling, general and adminstrative expenses |  |                    | (16,949 | )                   |  |   | (15,786 | ) |  |  | 1,163   |   |  |    | 7.4   |  
|Other charges                               |  |                    | (863    | )                   |  |   | (13     | ) |  |  | 850     |   |  | NM |      
|Depreciation and amortization               |  |                    | (16,243 | )                   |  |   | (16,370 | ) |  |  | (127    | ) |  |    | (0.8  | )
|                                            |  |                    |         |                     |  |   |         |   |  |  |         |   |  |    |       |  
|Operating loss                              |  |                    | (1,974  | )                   |  |   | (5,599  | ) |  |  | (3,625  | ) |  |    | (64.7 | )
|Interest expense                            |  |                    | (10,030 | )                   |  |   | (9,956  | ) |  |  | 74      |   |  |    | 0.7   |  
|Interest expense to affiliate               |  |                    | (754    | )                   |  |   | (783    | ) |  |  | (29     | ) |  |    | (3.7  | )
|Interest income                             |  |                    | 104     |                     |  |   | 323     |   |  |  | (219    | ) |  |    | (67.8 | )
|Exchange gains                              |  |                    | 15,060  |                     |  |   | 25,079  |   |  |  | (10,019 | ) |  |    | (39.9 | )
|                                            |  |                    |         |                     |  |   |         |   |  |  |         |   |  |    |       |  
|Income before income taxes                  |  |                    | 2,406   |                     |  |   | 9,064   |   |  |  | (6,658  | ) |  |    | (73.5 | )
|Income tax expense                          |  |                    | (124    | )                   |  |   | (44     | ) |  |  | 80      |   |  |    | 181.8 |  
|                                            |  |                    |         |                     |  |   |         |   |  |  |         |   |  |    |       |  
|Net income                                  |  | £                  | 2,282   |                     |  | £ | 9,020   |   |  |  | (6,738  | ) |  |    | (74.7 | )
|                                            |  |                    |         |                     |  |   |         |   |  |  |         |   |  |    |       |  

Between 2002 and 2003, we instigated a series of price rises including the
introduction of charges for our dial-up Internet service (which was previously
available without charge), resulting in an increase in our revenues over that
period. Furthermore, we have sold additional services to our customers and we
have gained more broadband subscribers. We expect revenue increases in the
future to be achieved by further growth in services such as digital television
and broadband services.

Our operating costs (including network expenses) have remained constant in
2003 compared with 2002 despite higher revenues. Our operating costs include
certain costs that 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 our telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for our subscription
Internet service and digital cable services. We were charged £6.8 million and
£7.7 million in the three months ended June 30, 2003 and 2002, respectively for
these services. We have benefited, through reduced recharges from NTL, from the
further economies and efficiencies achieved by NTL from integrating our
business into the rest of NTLs UK business.

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 our use of the related IT equipment. We
were charged £10.8 million and £10.4 million in the three months ended June 30,
2003 and 2002, respectively, for these services.

Other charges include restructuring costs incurred by our wholly owned
subsidiary, NTL Ireland, for five employees and costs allocated to us by a
subsidiary of NTL. These costs are for employee severance and related costs.
Charges allocated to

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

us by a subsidiary of NTL are made on the basis of an allocation formula appropriate to each category of charge that is based on
managements judgement of a reasonable methodology given the facts and
circumstances.

Depreciation and amortization expense has remained flat. We adopted SFAS
No. 142 on January 1, 2002, which ended the amortization of goodwill and other
indefinite lived intangible assets. We are currently evaluating the remaining
useful economic lives of our fixed assets. We expect to adopt new lives when the evaluation is completed.
At this time, we are unable to quantify the likely impact on our
depreciation charge upon adoption of the new lives.

We incur interest on our 2007 Senior Discount Debentures, which are
denominated in US dollars, as well as interest on our capital lease
obligations. Movements in our interest expense principally result from
fluctuations in the US dollar/UK pound sterling exchange rates. We also incur
interest on NTL Irelands loan from an affiliate of NTL, which is denominated
in Euros and the interest rate of which is based on EURIBOR. Movements in
interest payable to affiliates result from further draw downs on the facility
and movements in the EURIBOR rate. We are able to off set in part our interest
expense by investing our available cash balances. Lower interest income is
primarily attributable to lower average cash balances available for investment
in 2003 as compared with the same period in 2002.

Our results of operations will continue to be affected by exchange rate
fluctuations. We are exposed to fluctuations in the UK pound sterling value of
our 2007 Discount Debentures, which are denominated in US dollars.

Six months ended June 30, 2003 and 2002

We present below consolidated financial information for the six months
ended June 30, 2003 and 2002 (in £000s):

|                                            |  |                  |         |                     |  |    |         |   |  |  |        |   |  |  |        |  
|------------------------------------------- |  | ---------------- | ------- | ------------------- |  | -- | ------- | - |  |  | ------ | - |  |  | ------ | -
|                                            |  | Six months ended |         |                     |  |    |         |   |  | 
|                                            |  | June 30,         |         | Increase (decrease)
|                                            |  |                  |         |                    
|                                            |  | 2003             |         | 2002                |  | £  |         | %
|                                            |  |                  |         |                     |  |    |         |  
|Revenues                                    |  | £                | 106,928 |                     |  | £  | 95,685  |   |  |  | 11,243 |   |  |  | 11.8   |  
|Operating costs                             |  |                  | (44,505 | )                   |  |    | (44,728 | ) |  |  | (223   | ) |  |  | (0.5   | )
|Selling, general and adminstrative expenses |  |                  | (33,929 | )                   |  |    | (31,991 | ) |  |  | 1,938  |   |  |  | 6.1    |  
|Other charges                               |  |                  | (1,048  | )                   |  |    | (1,126  | ) |  |  | (78    | ) |  |  | (6.9   | )
|Depreciation and amortization               |  |                  | (31,612 | )                   |  |    | (31,625 | ) |  |  | (13    | ) |  |  | (0.0   | )
|                                            |  |                  |         |                     |  |    |         |   |  |  |        |   |  |  |        |  
|Operating loss                              |  |                  | (4,166  | )                   |  |    | (13,785 | ) |  |  | (9,619 | ) |  |  | (69.8  | )
|Interest expense                            |  |                  | (20,154 | )                   |  |    | (20,166 | ) |  |  | (12    | ) |  |  | (0.1   | )
|Interest expense to affiliate               |  |                  | (1,466  | )                   |  |    | (1,533  | ) |  |  | (67    | ) |  |  | (4.4   | )
|Interest income                             |  |                  | 287     |                     |  |    | 707     |   |  |  | (420   | ) |  |  | (59.4  | )
|Exchange gains                              |  |                  | 8,643   |                     |  |    | 17,661  |   |  |  | (9,018 | ) |  |  | (51.1  | )
|                                            |  |                  |         |                     |  |    |         |   |  |  |        |   |  |  |        |  
|Loss before income taxes                    |  |                  | (16,856 | )                   |  |    | (17,116 | ) |  |  | (260   | ) |  |  | (1.5   | )
|Income tax (expense) benefit                |  |                  | (152    | )                   |  |    | 163     |   |  |  | (315   | ) |  |  | (193.3 | )
|                                            |  |                  |         |                     |  |    |         |   |  |  |        |   |  |  |        |  
|Net loss                                    |  | (£               | 17,008  | )                   |  | (£ | 16,953  | ) |  |  | 55     |   |  |  | 0.3    |  
|                                            |  |                  |         |                     |  |    |         |   |  |  |        |   |  |  |        |  

Between 2002 and 2003, we instigated a series of price rises including the
introduction of charges for our dial-up Internet service (which was previously
available without charge), resulting in an increase in our revenues over that
period. Furthermore, we have sold additional services to our customers and we
have gained more broadband subscribers. We expect revenue increases in the
future to be achieved by further growth in services such as digital television
and broadband services.

Our operating costs (including network expenses) have reduced in 2003
compared with 2002 despite increased revenues. Our operating costs include
certain costs that 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 our telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for our subscription
Internet service and digital cable services. We were charged £13.4 million and
£14.5 million in the six months ended June 30, 2003 and 2002, respectively for
these

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

services. We have benefited, through reduced recharges from NTL, from the
further economies and efficiencies achieved by NTL from integrating our
business into the rest of NTLs UK business.

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 our use of the related IT equipment. We
were charged £21.7 million and £20.7 million in the six months ended June 30,
2003 and 2002, respectively, for these services.

Other charges of £1.0 million in 2003 include £0.4 million of severance
costs incurred by NTL Ireland for five employees and £0.6 million of costs
allocated to us by a subsidiary of NTL. These costs are for employee severance
and related costs. Charges allocated to us by a subsidiary of NTL are made on
the basis of an allocation formula appropriate to each category of charge that
is based on managements judgement of a reasonable methodology given the facts
and circumstances. Other charges in 2002 are for restructuring costs consisting
of employee severance and related costs of £1.1 million incurred by NTL Ireland
for 55 employees.

Depreciation and amortization expense has remained relatively flat. We
adopted SFAS No. 142 on January 1, 2002, which ended the amortization of
goodwill and other indefinite lived intangible assets. We are currently
evaluating the remaining useful economic lives of our fixed assets. We expect
to adopt new lives when the evaluation is completed. At this time, we are unable to quantify
the likely impact on our depreciation charge upon the adoption of the
new lives.

We incur interest on our 2007 Senior Discount Debentures, which are
denominated in US dollars, as well as interest on our capital lease
obligations. Movements in our interest expense principally result from
fluctuations in the US dollar/UK pound sterling exchange rates. We also incur
interest on NTL Irelands loan from an affiliate of NTL, which is denominated
in Euros and the interest rate of which is based on EURIBOR. Movements in
interest payable to affiliates result from further draw downs on the facility
and movements in the EURIBOR rate. We are able to off set in part our interest
expense by investing our available cash balances. Lower interest income is
primarily attributable to lower average cash balances available for investment
in 2003 as compared with the same period in 2002.

Our results of operations will continue to be affected by exchange rate
fluctuations. We are exposed to fluctuations in the UK pound sterling value of
our 2007 Discount Debentures, which are denominated in US dollars.

Recent Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. SFAS No.149
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement is effective
for contracts entered into or modified after June 30, 2003. The adoption of
this statement is not expected to have a significant effect on our results of
operations, financial condition or cash flows.

In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46), which requires
variable interest entities to be consolidated by the primary beneficiary of the
entity if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 become effective for us during the third quarter of 2003.
At June 30, 2003, we have no unconsolidated affiliates.
Therefore, we do not expect the effectiveness of FIN 46 to impact our
financial statements.

In November 2002, the Emerging Issues Task Force reached a consensus on
EITF No. 00-21, Revenue Arrangements with Multiple Deliverables (EITF
00-21). EITF 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF 00-21 will apply to revenue
arrangements entered into in fiscal periods beginning after June 15, 2003. The
adoption of EITF 00-21 is not expected to have a significant effect on our
results of operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 replaced EITF Issue
No. 94-3 Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

associated with an exit or disposal activity is recognized when the liability is incurred.
Under Issue No. 94-3, a liability for an exit cost as defined is recognized at
the date of a commitment to an exit or disposal plan. SFAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002. The
adoption of this standard did not have a significant effect on the results of
our operations, financial condition or cash flows.

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

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained herein constitute forward-looking
statements as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used herein, the words, believe, anticipate,
should, intend, plan, will, expects, estimates, projects,
positioned, strategy, and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements, 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 impact of our organizational restructuring and integration
actions; our ability to maintain contracts that are critical to our operations;
potential adverse developments with respect to our liquidity or results of
operations; our ability to fund and execute our business plan; our ability to
attract, retain and compensate key executives and associates; our ability to
attract and retain customers; general economic and business conditions;
technological developments; our 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; assumptions about customer
acceptance, churn rates, overall market penetration and competition from
providers of alternative services; the impact of new business opportunities
requiring significant up-front investment; and interest rate and currency
exchange rate fluctuations. We assume no obligation to update the
forward-looking statements contained herein to reflect actual results, changes
in assumptions or changes in factors affecting such statements.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

We are exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. We do not enter into derivative
financial instruments.

Foreign Exchange Risk

The principal form of market risk to which we are exposed is foreign
exchange rate risk. Our 2007 Discount Debentures, which constitute a
substantial portion of our existing debt obligations, are denominated in U.S.
dollars, while the majority of our revenues are generated and stated in UK
pounds sterling. Further, our subsidiary, NTL Ireland, generates and reports
its revenues and expenses, assets and liabilities in euros. In the future, we
may from time to time enter into foreign currency contracts based on
our
assessment of foreign currency market conditions and its effect on our
operations and financial condition. Changes in currency exchange rates may have
a material effect on the results of our operations and our ability to satisfy
our obligations, including obligations under outstanding debt instruments, as
they become due.

Interest Rate Risk

We are exposed to interest rate risk on the fair market value of our
long-term fixed interest rate debt. Generally, the fair market value of fixed
interest rate debt will increase as interest rates fall and decrease as
interest rates rise. In the following table, fair values were determined from
quoted market prices.

The following table provides information as of June 30, 2003 about our
long-term fixed and floating interest rate debt that are sensitive to changes in interest
rates and foreign currency exchange rates.

Interest Rate Sensitivity
Principal Amount by Expected Maturity
Average Interest Rate

|                                         |                               |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |                 |   |  |  |   |  |  |   |       |  |  |   |       | 
|---------------------------------------- | ----------------------------- | ------------- | ------------------- | - | ---- |  | ---- | - | ---------- |  | ---- | - | ---------- |  | ----- | - | ---- |  | - | --------------- | - |  |  | - |  |  | - | ----- |  |  | - | ----- | 
|                                         |                               |               | Year ended June 30, |   |      |  |      |   | Fair value
|                                         |                               |               |                     |   |      |  |      |   | June 30,  
|                                         |                               |               | 2004                |   | 2005 |  | 2006 |   | 2007       |  | 2008 |   | Thereafter |  | Total |   | 2003
|                                         |                               |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |     
|                                         |                               | (in millions)
|Long-term debt including
current portion |                               |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |                 |   |  |  |   |  |  |   |       |  |  |   |      
|US Dollars                               |                               |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |                 |   |  |  |   |  |  |   |       |  |  |   |      
|                                         | Fixed rate                    |               |                     |  |      |  |      |  |            |  |      |  |            |  |       |  |      |  | $ | 517.3           |   |  |  |  |  |  | $ | 517.3 |  |  | $ | 496.6 | 
|                                         | Average interest rate         |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | 11.2            | % |  |  |   |  |  |   |       |  |  |   |       | 
|                                         | Average forward exchange rate |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | .662            |   |  |  |   |  |  |   |       |  |  |   |       | 
|Euro                                     |                               |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   |                 |   |  |  |   |  |  |   |       |  |  |   |      
|                                         | Variable
Rate                 |               |                     |  |      |  |      |  |            |  |      |  |            |  |       |  |      |  |  | 118.8           |   |  |  |  |  |  |  | 118.8 |  |  |  | 118.8 | 
|                                         | Average
interest rate         |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | EURIBOR plus 1% |   |  |  |   |  |  |   |       |  |  |   |       | 
|                                         | Average
forward exchange rate |               |                     |   |      |  |      |   |            |  |      |   |            |  |       |   |      |  |   | .680            |   |  |  |   |  |  |   |       |  |  |   |       | 

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




ITEM 4. CONTROLS AND PROCEDURES

(a)  Disclosure Controls and Procedures. Our management, with the
participation of the Chief Executive Officer and Chief Financial Officer of NTL
Incorporated*, has evaluated the effectiveness of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end
of the period covered by this report. Based on such evaluation, the Chief
Executive Officer and Chief Financial Officer of NTL Incorporated have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective in recording, processing, summarizing and reporting,
on a timely basis, information required to be disclosed by us in the reports
that we file or submit under the Exchange Act.

(b)  Internal Control over Financial Reporting. There have not been any
changes in our internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

*     We have no Chief Executive Officer or Chief Financial Officer.
Barclay Knapp and Scott E. Schubert are Directors of NTL Group Limited, our
sole managing member, and are the Chief Executive Officer and Chief Financial
Officer, respectively, of NTL Incorporated, our, and NTL Group Limiteds,
indirect parent.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




RISK FACTORS

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

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

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

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

NTL had net losses for the six months ended June 30, 2003 of $537.2
million, and for the years ended December 31:



| |  |  | 2002: $2,375.8 million                                                            
| | - |  | ----------------------------------------------------------------------------------
|
| |  |  | 2001: $11,837.0 million (including an asset impairment charge of
$8,160.6 million)
|
| |  |  | 2000: $2,388.1 million                                                            
|
| |  |  | 1999: $716.5 million                                                              
|
| |  |  | 1998: $534.6 million                                                              

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

Moreover, NTL currently expects that it will require between £5.0 million
and £15.0 million to fund its working capital including debt service and
capital expenditures, net of cash from operations, in the twelve months from
July 1, 2003 to June 30, 2004. NTL believes that its cash and cash equivalents
on hand of $594.0 million as of June 30, 2003 will be sufficient for its cash
requirements during the twelve months from July 1, 2003 to June 30, 2004.

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

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

We are an intermediate holding company with no independent operations or
significant assets other than our investments in and advances to our
subsidiaries. We depend, in part, upon the receipt of sufficient funds from our
subsidiaries to meet our

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

obligations. In addition, the terms of existing and future indebtedness of
our subsidiaries and us and the laws of the jurisdictions under which those
subsidiaries are organized limit the payment of dividends, loan repayments and
other distributions to us under many circumstances.

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

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

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

NTL is, and, for the foreseeable future will continue to be, highly
leveraged. As of June 30, 2003, the accreted value of NTLs total long-term
indebtedness less unamortized discount of $6,487.7 million represents 72.3% of
its total capitalization.

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



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

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

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

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



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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003



| |  |  | effect a merger or consolidation of, or sell all or substantially
all of its assets.
| | - |  | ------------------------------------------------------------------------------------

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

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

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 owing to
technological breakthroughs rendering our products out of date.

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

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

In addition, BSkyB has access to various movies and sports programming
content, with which they create some of the most popular PAY-TV channels in the
UK. We carry several of those channels on our systems. Although there are
competing channel providers, the position of programming supplier to NTL
undoubtedly is an advantage to BSkyB, not only because the Sky brand is a
feature of our cable TV service, but also because we are dependant upon the
supply of these Sky premium channels allowing BSkyB to influence pricing and
bundling. Thus far, regulators have not disturbed the pricing arrangements
imposed on us by BSkyB.

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

failures related to billing and collecting revenue from its customers,
which, depending on the severity of the failure, could have a material adverse
effect on its business.

Moreover, the integration process has involved a number of internal
reorganizations of NTLs business as NTL continues to strive for better
performance. These reorganizations have typically involved, among other things,
the termination of employees made redundant as a result of the process. It is
likely these internal reorganizations have negatively impacted employee morale.
However, the results of the recent employee survey indicated that an increasing
number of employees are proud to work for NTL and would recommend NTL as an
employer. Negative effects on employee morale can have a negative effect on
NTLs operations generally.

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

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

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

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

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

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

NTLs prospects will depend in part on its ability to control costs and
operate more efficiently, while maintaining and improving existing service
levels. In particular, in order to reduce costs we are in the process of
negotiating with several of our vendors for better terms under existing and
future agreements. We cannot be certain that such negotiations will conclude
successfully.

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

Our actual results of operations and financial condition may differ from
our reported results of operations and financial condition due to the use of
estimates and assumptions in the preparation of our financial statements.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Such estimates and assumptions impact, among
others, the following: the amount of uncollectible accounts receivable, the
amount to be paid to terminate certain agreements included in restructuring
costs, the amount to be paid for other liabilities, estimates related to the
amount of costs to be capitalized in connection with the construction and
installation of our network and facilities and estimates related to the value
of long-lived assets and goodwill.

NTL is dependent upon a small number of key personnel.

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

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

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

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

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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

We and NTL encounter currency exchange rate risks because we generate
revenues and incur construction and operating expenses in pounds sterling and
Euros while we pay interest and principal obligations with respect to a
significant amount of our existing indebtedness in U.S. dollars. There can be
no assurance that any hedging transactions we might enter into will be
successful or that shifts in the currency exchange rates will not have a
material adverse effect on us. For example, to the extent that the pound
sterling declines in value against the U.S. dollar, and we have not fully
hedged against such declines, the effective cost of servicing our U.S. dollar
debt will be higher and we will incur currency losses.

NTLs broadcast services and carrier telecommunications businesses are
dependent upon ITV and other contracts.

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

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

NTLs carrier services and mobile business has a contract with Orange plc
for the design, build and operation of elements of its mobile network. The minimum term
of this contract is scheduled to expire in 2006 and there can be no assurance
that it will be renewed.

In addition, NTLs carrier services and mobile business currently has a
contract with Vodafone for the supply of mobile transmission services,
including core inter-switch and backhaul network capacity. This contract is
scheduled to terminate in October 2004 and there are no present indications
that it will be renewed.

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2003




PART II. OTHER INFORMATION




ITEM 5. OTHER INFORMATION

On
August 12, 2003, NTL Incorporated announced that Barclay Knapp,
President and Chief Executive Officer has decided to step down from
this current role. Simon Duffy, who is currently NTLs Chief
Operating Officer, will become Chief Executive Officer effective as
of close of business on August 15, 2003.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:



| | 31 |  | Certification of CEO and CFO pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934.                                    
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------
|
| | 32 |  | Certification of CEO and CFO pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

(b)  Reports on Form 8-K:

We filed no reports on Form 8-K during the quarter ended June 30, 2003.




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: August 14, 2003 |  | By: /s/ Barclay Knapp                
|                      |  |                                      
|                      |  | Barclay Knapp                        
|                      |  | (Director of NTL Group Ltd., the sole
|                      |  | managing member)                     
|                      |  |                                      
|Date: August 14, 2003 |  | By: /s/ Scott E. Schubert            
|                      |  |                                      
|                      |  | Scott E. Schubert                    
|                      |  | (Director of NTL Group Ltd., the sole
|                      |  | managing member)                     

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