##### Table of Contents



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:                                                        

MARCH 31, 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.)

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




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




---



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
requirements for the past 90 days.     Yes
  (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 March 31, 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



|                                      |                                                                                               |                                                          |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------- |  |  |  |  |  | 
|                                      |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                   
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS         
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
|                                      |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS         
|                                      | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                      | ITEM 4. CONTROLS AND PROCEDURES                                                              
|                                      | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                           
|EX-99.1: CERTIFICATION OF CEO AND CFO



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##### Table of Contents



NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

|         |  |                       |  |                                                                                                                |  |       
|-------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ------
|         |  |                       |  |                                                                                                                |  | Page  
|         |  |                       |  |                                                                                                                |  | Number
|         |  |                       |  |                                                                                                                |  |       
|PART I.  |  | FINANCIAL INFORMATION |  |                                                                                                               
|         |  | Item 1.               |  | Financial Statements                                                                                           |  |       
|         |  |                       |  | Condensed Consolidated Balance Sheets as of
March 31, 2003 (Unaudited) and December 31, 2002                   |  | 3     
|         |  |                       |  | Condensed Consolidated Statements of Operations
for the Three Months Ended March 31, 2003 and
2002 (Unaudited) |  | 4     
|         |  |                       |  | Condensed Consolidated Statement of Shareholders Equity
for the Three Months Ended March 31, 2003 (Unaudited) |  | 5     
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2003 and 2002 (Unaudited) |  | 6     
|         |  |                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                               |  | 7-11  
|         |  | Item 2.               |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations                          |  | 12-18 
|         |  | Item 4.               |  | Controls and Procedures                                                                                        |  | 18    
|         |  | Risk Factors          |  |                                                                                                                |  | 19    
|PART II. |  | OTHER INFORMATION     |  |                                                                                                               
|         |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                               |  | 26    
|         |  | SIGNATURES            |  |                                                                                                                |  | 26    

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




CONDENSED CONSOLIDATED BALANCE SHEETS

|                                       |                                                                                                |                            |                      |          |                                |        |              |          |         |        | 
|-------------------------------------- | ---------------------------------------------------------------------------------------------- | -------------------------- | -------------------- | -------- | ------------------------------ | ------ | ------------ | -------- | ------- | ------ | 
|                                       |                                                                                                |                            |                      |          | March 31,                      |        | December 31,
|                                       |                                                                                                |                            |                      |          | 2003                           |        | 2002        
|                                       |                                                                                                |                            |                      |          |                                |        |             
|                                       |                                                                                                |                            |                      |          | (Unaudited)                    |        | (See Note)  
|                                       |                                                                                                |                            |                      |          | (in
£000s, except share data)
|Assets                                 |                                                                                                |                            |                      |          |                                |        |              |         
|Current assets                         |                                                                                                |                            |                      |          |                                |        |              |         
|                                       | Cash and cash equivalents                                                                      |                            | £                    | 7,973    |                                |        | £            | 18,154   |        
|                                       | Accounts receivable, less allowance for doubtful accounts of
£11,901 (2003) and £10,738 (2002) |                            |                      | 22,034   |                                |        |              | 21,812   |        
|                                       | Other current assets                                                                           |                            |                      | 3,046    |                                |        |              | 1,998    |        
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|                                       |                                                                                                |                            | Total current assets |          |                                | 33,053 |              |          |         | 41,964 | 
|Property and equipment, net            |                                                                                                |                            | 445,001              |          |                                |        | 444,680      |         
|Intangible assets, net                 |                                                                                                |                            | 27,352               |          |                                |        | 30,477       |         
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|                                       |                                                                                                | £                          | 505,406              |          |                                | £      | 517,121      |         
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|Liabilities and shareholders equity   |                                                                                                |                            |                      |          |                                |        |              |         
|Current liabilities                    |                                                                                                |                            |                      |          |                                |        |              |         
|                                       | Accounts payable and accrued expenses                                                          |                            | £                    | 33,031   |                                |        | £            | 31,667   |        
|                                       | Interest payable                                                                               |                            |                      | 13,760   |                                |        |              | 4,500    |        
|                                       | Deferred revenue                                                                               |                            |                      | 15,867   |                                |        |              | 14,757   |        
|                                       | Due to affiliates                                                                              |                            |                      | 13,809   |                                |        |              | 28,874   |        
|                                       | Current portion of long-term debt                                                              |                            |                      | 574      |                                |        |              | 323,628  |        
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|                                       |                                                                                                | Total current liabilities  |                      |          | 77,041                         |        |              |          | 403,426 |       
|Loans from affiliate                   |                                                                                                |                            | 79,687               |          |                                |        | 75,197       |         
|Long-term debt, less current portion   |                                                                                                |                            | 329,111              |          |                                |        |             |         
|Commitments and contingent liabilities |                                                                                                |                            |                      |          |                                |        |              |         
|Deferred income taxes                  |                                                                                                |                            | 1,648                |          |                                |        | 382          |         
|Shareholders equity:                  |                                                                                                |                            |                      |          |                                |        |              |         
|                                       | Common membership interests, £.01 par value  authorized and issued
800,000 shares             |                            |                      | 8        |                                |        |              | 8        |        
|                                       | Additional capital                                                                             |                            |                      | 493,537  |                                |        |              | 493,537  |        
|                                       | Accumulated other comprehensive income                                                         |                            |                      | 2        |                                |        |              | 909      |        
|                                       | (Accumulated deficit)                                                                          |                            |                      | (475,628 | )                              |        |              | (456,338 | )      
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|                                       |                                                                                                | Total shareholders equity |                      |          | 17,919                         |        |              |          | 38,116  |       
|                                       |                                                                                                |                            |                      |          |                                |        |              |          |        
|                                       |                                                                                                | £                          | 505,406              |          |                                | £      | 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 MARCH 31, 2003




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                             |                                                              |   |                    |         |      |   |         |         |  
|---------------------------- | ------------------------------------------------------------ | - | ------------------ | ------- | ---- | - | ------- | ------- | -
|                             |                                                              |   | Three Months Ended
|                             |                                                              |   | March 31,         
|                             |                                                              |   | 2003               |         | 2002
|                             |                                                              |   |                    |         |     
|                             |                                                              |   | (in
£000s)       
|Revenue                      |                                                              | £ | 52,783             |         |      | £ | 47,120  |        
|                             |                                                              |   |                    |         |      |   |         |        
|Costs and expenses           |                                                              |   |                    |         |      |   |         |        
|                             | Operating (exclusive of depreciation shown separately below) |   |                    | 22,441  |      |   |         | 22,733  |  
|                             | Selling, general and administrative                          |   |                    | 16,980  |      |   |         | 16,205  |  
|                             | Other charges                                                |   |                    | 185     |      |   |         | 1,113   |  
|                             | Depreciation                                                 |   |                    | 13,288  |      |   |         | 12,130  |  
|                             | Amortization                                                 |   |                    | 2,081   |      |   |         | 3,125   |  
|                             |                                                              |   |                    |         |      |   |         |        
|                             |                                                              |   | 54,975             |         |      |   | 55,306  |        
|                             |                                                              |   |                    |         |      |   |         |        
|Operating loss               |                                                              |   | (2,192             | )       |      |   | (8,186  | )      
|Other income (expense)       |                                                              |   |                    |         |      |   |         |        
|                             | Interest expense                                             |   |                    | (10,124 | )    |   |         | (10,210 | )
|                             | Interest expense to affiliate                                |   |                    | (712    | )    |   |         | (750    | )
|                             | Investment income                                            |   |                    | 183     |      |   |         | 384     |  
|                             | Exchange losses and other                                    |   |                    | (6,417  | )    |   |         | (7,418  | )
|                             |                                                              |   |                    |         |      |   |         |        
|                             |                                                              |   | (17,070            | )       |      |   | (17,994 | )      
|                             |                                                              |   |                    |         |      |   |         |        
|Loss before income taxes     |                                                              |   | (19,262            | )       |      |   | (26,180 | )      
|Income
tax (expense) benefit |                                                              |   | (28                | )       |      |   | 207     |        
|                             |                                                              |   |                    |         |      |   |         |        
|Net loss                     |                                                              | £ | (19,290            | )       |      | £ | (25,973 | )      
|                             |                                                              |   |                    |         |      |   |         |        

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(Unaudited)
(in £000s)

|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |         |         |               |   |             |   |  |   |          |         |   |   |        |         |  
|------------------------------- | ------------------ |  | ------ |  | ---------- | - | ------- |  | ------- | - | ------- |  | -------- |  | ------- | ------- | ------------- | - | ----------- | - |  | - | -------- | ------- | - | - | ------ | ------- | -
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |         |         |               |   | Accumulated |   |  |   |          |         |   |   |       
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  | Compre- |         | Other Compre- |   | (Accum-     |   |  |   |         
|                                |                    |  | Common |  | Additional |   | hensive |  | hensive |   | ulated  |  |          |  |        
|                                |                    |  | Shares |  | Par        |   | Capital |  | Loss    |   | (Loss)  |  | Deficit) |  | Total  
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |        
|Balance at December 31, 2002    |                    |  | 800    |  |            | £ | 8       |  |         | £ | 493,537 |  |          |  |         |         |               | £ | 909         |   |  | £ | (456,338 | )       |   | £ | 38,116 |        
|                                | Net loss           |  |        |  |            |   |         |  |         |   |         |  |          |  | £       | (19,290 | )             |   |             |   |  |   |          | (19,290 | ) |   |        | (19,290 | )
|Currency translation adjustment |                    |  |        |  |            |   |         |  |         |   |         |  |          |  | (907    | )       |               |   | (907        | ) |  |   |          |         |   |   | (907   | )      
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |         |         |               |   |             |   |  |   |          |         |   |   |        |        
|                                | Comprehensive loss |  |        |  |            |   |         |  |         |   |         |  |          |  | £       | (20,197 | )             |   |             |   |  |   |          |         |   |   |        |         |  
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |         |         |               |   |             |   |  |   |          |         |   |   |        |        
|Balance at March 31, 2003       |                    |  | 800    |  |            | £ | 8       |  |         | £ | 493,537 |  |          |  |         |         |               | £ | 2           |   |  | £ | (475,628 | )       |   | £ | 17,919 |        
|                                |                    |  |        |  |            |   |         |  |         |   |         |  |          |  |         |         |               |   |             |   |  |   |          |         |   |   |        |        

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                    |                                          |                                                     |         |                    |        |        |        |         |         |  
|--------------------------------------------------- | ---------------------------------------- | --------------------------------------------------- | ------- | ------------------ | ------ | ------ | ------ | ------- | ------- | -
|                                                    |                                          |                                                     |         | Three Months Ended
|                                                    |                                          |                                                     |         | March 31,         
|                                                    |                                          |                                                     |         | 2003               |        | 2002  
|                                                    |                                          |                                                     |         |                    |        |       
|                                                    |                                          |                                                     |         | (in
£000s)       
|Net
cash (used in) provided by operating activities | £                                        | (2,693                                              | )       |                    | £      | 19,395 |       
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|Investing activities                                |                                          |                                                     |         |                    |        |        |        |        
|                                                    | Capital expenditures                     |                                                     |         | (7,635             | )      |        |        | (10,885 | )      
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|                                                    |                                          | Net cash used in investing activities               |         |                    | (7,635 | )      |        |         | (10,885 | )
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|Financing activities                                |                                          |                                                     |         |                    |        |        |        |        
|                                                    | Loans from affiliate                     |                                                     |         |                   |        |        |        | 2,706   |        
|                                                    | Principal payments                       |                                                     |         | (190               | )      |        |        | (431    | )      
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|                                                    |                                          | Net cash (used in) provided by financing activities |         |                    | (190   | )      |        |         | 2,275   |  
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|Effect of exchange rate changes on cash             |                                          |                                                     | 337     |                    |        |        | (6     | )      
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|(Decrease)
increase in cash and cash equivalents    |                                          |                                                     | (10,181 | )                  |        |        | 10,779 |        
|Cash and cash equivalents, beginning of period      |                                          |                                                     | 18,154  |                    |        |        | 34,927 |        
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|Cash and cash equivalents, end of period            |                                          | £                                                   | 7,973   |                    |        | £      | 45,706 |        
|                                                    |                                          |                                                     |         |                    |        |        |        |        
|Supplemental disclosure of cash flow information    |                                          |                                                     |         |                    |        |        |        |        
|                                                    | Cash paid during the period for interest |                                                     | £       |                   |        |        | £      |        |        

See accompanying notes.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
NTL (Triangle) LLC (formerly Comcast UK Cable Partners Limited) (formerly NTL
(Bermuda) Limited) (NTL Triangle or the Company) have been prepared in
accordance with U.S. generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2003 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Companys Annual
Report on Form 10-K as amended for the year ended December 31, 2002.

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

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

2. 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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

starting on April 1, 2002. It also failed to declare or pay dividends on
certain series of its outstanding preferred stock, due to a lack of available
surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, the former NTL
Incorporated and certain of its subsidiaries, including 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 in this
annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware committed to provide up to an additional $130 million
under the DIP facility).

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

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

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

As of March 31, 2003, the Company had approximately £8.0 million in cash
and cash equivalents on hand. The Company expects to require additional cash in
the twelve months from April 1, 2003 to March 31, 2004. The Company estimates
that its capital expenditures and debt service requirements, net of cash from
operations, will be approximately £8 million to
£12 million from April 1, 2003
to March 31, 2004. Management of the Company believes that cash and cash
equivalents on hand at March 31, 2003, and cash from NTL Incorporated will be
sufficient for its and its subsidiaries cash requirements during the twelve
months from April 1, 2003 to March 31, 2004.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

3. Recent Accounting Pronouncements

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

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

4. Comprehensive Loss



| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated comprehensive loss for the three months ended March 31,
2003 and 2002 was £20.2 million and £26.0 million, respectively.

9



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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

5. Property and Equipment

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

|                         |  |             |  |           |         |              |          |   |         |   |          |  
|------------------------ |  | ----------- |  | --------- | ------- | ------------ | -------- | - | ------- | - | -------- | -
|                         |  | Estimated   |  | March 31, |         | December 31,
|                         |  | Useful Life |  | 2003      |         | 2002        
|                         |  |             |  |           |         |             
|                         |  |             |  |           |         | (Unaudited)  |          |   |         |  
|Operating Equipment      |  | 3-40 years  |  | £         | 642,500 |              |          | £ | 631,848 |  
|Other Equipment          |  | 3-50 years  |  |           | 63,087  |              |          |   | 61,228  |  
|Construction in progress |  |             |  |           |         |              | 17,758   |   |         |   | 13,053   |  
|                         |  |             |  |           |         |              |          |   |         |   |          |  
|                         |  |             |  |           |         |              | 723,345  |   |         |   | 706,129  |  
|Accumulated depreciation |  |             |  |           |         |              | (278,344 | ) |         |   | (261,449 | )
|                         |  |             |  |           |         |              |          |   |         |   |          |  
|                         |  |             |  |           |         | £            | 445,001  |   |         | £ | 444,680  |  
|                         |  |             |  |           |         |              |          |   |         |   |          |  

6. Intangible Assets

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

|                                                                                     |  |             |        |              |  |   |        | 
|------------------------------------------------------------------------------------ |  | ----------- | ------ | ------------ |  | - | ------ | 
|                                                                                     |  | March 31,   |        | 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
£23,766 (2003) and £22,055 (2002) |  |             | 8,556  |              |  |   | 10,267 | 
|Other,
net of accumulated amortization of £39,406 (2003) and £37,990 (2002)          |  |             | 18,702 |              |  |   | 20,116 | 
|                                                                                     |  |             |        |              |  |   |        | 
|                                                                                     |  | £           | 27,352 |              |  | £ | 30,477 | 
|                                                                                     |  |             |        |              |  |   |        | 

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

7. Other Charges

Other charges of £185,000 in 2003
include £86,000 of restructuring costs incurred by the
Companys wholly-owned subsidiary NTL Communications (Ireland)
Limited (Cablelink) for four employees and £99,000
of costs allocated to the Company by a subsidiary of NTL. These costs
are for employee severance and related costs. Charges allocated to
the Company 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 Cablelink for 55 employees, which
amount was fully utilized in 2002.

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

|                           |  |                                     |     |                 |  |       |       |   |  |   |       |   | 
|-------------------------- |  | ----------------------------------- | --- | --------------- |  | ----- | ----- | - |  | - | ----- | - | 
|                           |  | Employee Severanceand
Related Costs |     | Lease ExitCosts |  | Total |      
|                           |  |                                     |     |                 |  |       |      
|Balance, December 31, 2002 |  | £                                   |    |                 |  | £     | 1,269 |   |  | £ | 1,269 |   | 
|Charged to expense         |  |                                     | 86  |                 |  |       |      |   |  |   | 86    |   | 
|Utilized                   |  |                                     | (86 | )               |  |       | (188  | ) |  |   | (274  | ) | 
|                           |  |                                     |     |                 |  |       |       |   |  |   |       |   | 
|Balance, March 31, 2002    |  | £                                   |    |                 |  | £     | 1,081 |   |  | £ | 1,081 |   | 
|                           |  |                                     |     |                 |  |       |       |   |  |   |       |   | 

8. Related Party Transactions

In October 2000, the Companys wholly-owned subsidiary NTL Communications
(Ireland) Limited (Cablelink) entered into a loan agreement with a subsidiary
of NTL under which £79.7 million and £75.2 million had been borrowed at March
31, 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 March 31, 2003 and
December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest of
£1,601,000 and £819,000 was included in due to affiliates in the consolidated
balance sheet at March 31, 2003 and December 31, 2002, respectively.

Since the acquisition of the Company by NTL in October 1998, a subsidiary
of NTL has been providing infrastructure and management support services to the
Company. Benefits include usage of NTL network assets, network maintenance,

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

marketing and shared overhead.
Additionally, in 2001 certain elements
of the Companys network operations and customer operations were
integrated with NTLs national and regional operations in order for the Company
to gain the advantage of NTLs scale.

The related charges, which began in the fourth quarter of 1999, represent
the Companys portion of costs incurred by a subsidiary of NTL for the benefit
of all UK operations within NTL. These charges are made on the basis of an
allocation formula appropriate to each category of charge. The Company was
charged £17.5 million and £17.1 million for the three months ended March 31,
2003 and 2002, respectively. For 2003, £6.6 million was included in operating
costs and £10.9 million was included in selling, general and administrative
expense. For 2002, £6.8 million was included in operating costs and £10.3
million was included in selling, general and administrative expense. It is not
practicable to determine the amount of these expenses that would have been
incurred had the Company operated as an unaffiliated entity. In the opinion of
the management of the Company, the allocation method is reasonable.

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

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

9. Long-term Debt

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

|                                |  |             |         |              |  |   |          |  
|------------------------------- |  | ----------- | ------- | ------------ |  | - | -------- | -
|                                |  | March 31,   |         | December 31,
|                                |  | 2003        |         | 2002        
|                                |  |             |         |             
|                                |  | (Unaudited) |         |              |  |  
|2007 Senior Discount Debentures |  | £           | 327,626 |              |  | £ | 321,417  |  
|Capital lease obligations       |  |             | 2,059   |              |  |   | 2,211    |  
|                                |  |             |         |              |  |   |          |  
|                                |  |             | 329,685 |              |  |   | 323,628  |  
|Less current portion            |  |             | (574    | )            |  |   | (323,628 | )
|                                |  |             |         |              |  |   |          |  
|                                |  | £           | 329,111 |              |  | £ |         |  
|                                |  |             |         |              |  |   |          |  



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

10. Contingencies



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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003




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

Overview

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

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, due to a lack of available surplus under Delaware law.

On April 16, 2002, the former NTL Incorporated announced that it and the
unofficial committee of its public bondholders had reached an agreement in
principle on a comprehensive recapitalization of the former NTL group. To
implement the proposed recapitalization plan, on May 8, 2002, the former
NTL Incorporated and certain of its

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 in this
annual report as the DIP facility, committing to provide a wholly-owned
subsidiary of the current NTL Incorporated with up to $500 million in new debt
financing (NTL Delaware committed to provide up to an additional
$130 million under the DIP facility).

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

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

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

As of March 31, 2003, the Company had approximately £8.0 million in cash
and cash equivalents on hand. The Company expects to require additional cash in
the twelve months from April 1, 2003 to March 31, 2004. The Company estimates
that its capital expenditures and debt service requirements, net of cash from
operations, will be approximately £8 million to
£12 million from April 1, 2003
to March 31, 2004. Management of the Company believes that cash and cash
equivalents on hand at March 31, 2003, and cash from NTL Incorporated will be
sufficient for its and its subsidiaries cash requirements during the twelve
months from April 1, 2003 to March 31, 2004.

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

Description of Outstanding Notes

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

In October 2000, the Companys wholly-owned subsidiary NTL Communications
(Ireland) Limited (Cablelink) entered into a loan agreement with a subsidiary
of NTL under which £79.7 million and £75.2 million had been borrowed at March
31, 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 March 31, 2003 and
December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest of
£1,601,000 and £819,000 was included in due to affiliates in the consolidated
balance sheet at March 31, 2003 and December 31, 2002, respectively.

Contractual Obligations and Commercial Commitments

The Company has no significant commercial commitments as of March 31,
2003.

The following table includes aggregate information about the Companys
contractual obligations as of March 31, 2003 and the periods in which payments
are due.

|                                   |  |                        |       |       |  |           |     |       |  |       |     |         |  |   |       |  |  |   |      | 
|---------------------------------- |  | ---------------------- | ----- | ----- |  | --------- | --- | ----- |  | ----- | --- | ------- |  | - | ----- |  |  | - | ---- | 
|                                   |  | Payments Due by Period
|                                   |  |                       
|                                   |  |                        |       |       |  | Less than |     | 1-3   |  | 4-5   |     | After 5
|Contractual Obligations            |  | Total                  |       | 1Year |  | Years     |     | Years |  | Years
|                                   |  |                        |       |       |  |           |     |       |  |      
|                                   |  | (In millions)         
|Long-Term Debt                     |  | £                      | 327.6 |       |  | £         |    |       |  | £     |    |         |  | £ | 327.6 |  |  | £ |     | 
|Capital Lease Obligations          |  |                        | 2.5   |       |  |           | 0.7 |       |  |       | 1.1 |         |  |   | 0.7   |  |  |   |     | 
|Operating Leases                   |  |                        | 39.8  |       |  |           | 2.1 |       |  |       | 5.3 |         |  |   | 3.6   |  |  |   | 28.8 | 
|Unconditional Purchase Obligations |  |                        | 3.1   |       |  |           | 3.1 |       |  |       |    |         |  |   |      |  |  |   |     | 
|Other Long-Term Obligations        |  |                        | 80.6  |       |  |           |    |       |  |       |    |         |  |   | 80.6  |  |  |   |     | 
|                                   |  |                       
|Total Contractual Cash Obligations |  | £                      | 453.6 |       |  | £         | 5.9 |       |  | £     | 6.4 |         |  | £ | 412.5 |  |  | £ | 28.8 | 
|                                   |  |                       

Condensed Consolidated Statements of Cash Flows

Net cash (used in) provided by operating activities amounted to £(2.7)
million and £19.4 million for the three months ended March 31, 2003 and 2002,
respectively. The decrease in net cash provided by operating activities is
primarily owing to a £15.1 million decrease in due to affiliates and changes in
working capital as a result of the timing of receipts and disbursements.

Net cash used in investing activities amounted to £7.6 million and £10.9
million for the three months ended March 31, 2003 and 2002, respectively,
primarily for continuing fixed asset purchases and construction. The Company
will continue to minimize purchases of fixed assets in 2003 in an effort to
conserve cash.

Net cash (used in) provided by financing activities amounted to £(190,000)
and £2.3 million for the three months ended March 31, 2003 and 2002,
respectively. Net cash used in financing activities of £190,000 and £431,000
in the three months ended March 31, 2003 and 2002, respectively, was for
principal payments. During the three months ended March 31, 2002, net cash
provided by financing activities includes £2.7 million, in cash received by
Cablelink under a loan agreement with a subsidiary of NTL.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

Selected Operating Data

The following table sets forth certain operating data of the Company at March
31 2003, and December 31, 2002.

|                                     |  |               |         |             |  |          |         |                |  |   |         |   |  |   |         |  
|------------------------------------ |  | ------------- | ------- | ----------- |  | -------- | ------- | -------------- |  | - | ------- | - |  | - | ------- | -
|                                     |  | UK Franchises |         | Cablelink  
|                                     |  |               |         |            
|                                     |  | March 31      |         | December 31 |  | March 31 |         | December 31(4)
|                                     |  |               |         |             |  |          |         |               
|Homes passed (1)                     |  |               | 563,000 |             |  |          | 563,000 |                |  |   | 475,200 |   |  |   | 474,900 |  
|Homes marketed (2)                   |  |               | 520,261 |             |  |          | 503,800 |                |  |   | 475,200 |   |  |   | 474,900 |  
|Total customers (5)                  |  |               | 275,789 |             |  |          | 275,618 |                |  |   | 366,500 |   |  |   | 368,512 |  
|Digital cable subscribers            |  |               | 80,470  |             |  |          | 79,258  |                |  |   | 44,800  |   |  |   | 38,051  |  
|Analogue cable subscribers           |  |               | 59,823  |             |  |          | 45,415  |                |  |   | 302,800 |   |  |   | 311,476 |  
|Broadband internet subscribers       |  |               | 78,614  |             |  |          | 61,331  |                |  |   | 1,900   |   |  |   | 1,737   |  
|Dial up internet subscribers         |  |               | 52,012  |             |  |          | 58,128  |                |  |   | 1,700   |   |  |   | 2,500   |  
|Telephone subscribers                |  |               | 246,071 |             |  |          | 247,221 |                |  |   | 5,600   |   |  |   | 6,436   |  
|Penetration
(Homes marketed) (3)     |  |               | 53.0    | %           |  |          | 51.2    | %              |  |   | 77.1    | % |  |   | 77.6    | %
|Average monthly revenue per
customer |  | £             | 34.89   |             |  | £        | 36.15   |                |  | £ | 15.97   |   |  | £ | 12.38   |  
|Churn                                |  |               | 12.6    | %           |  |          | 16.7    | %              |  |   | 3.8     | % |  |   | 7.8     | %



|1. |  | Homes passed is the number of homes that have had ducting buried outside.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Homes marketed is the number of homes for which the initial
marketing phase (including door to door direct marketing) has been
completed.                                                                                                                                                                                                                                                                                                                                                                                 
|  
|3. |  | Penetration is calculated by dividing the number of customers by the
number of homes marketed.                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|4. |  | Cablelink is in the process of instituting a more rigorous credit policy
that is expected to lead to the involuntary disconnection of certain
customers. As a result of this, Cablelink anticipates that its residential
customer base will decline by approximately 25,000 net customers in 2003.
As a result, we expect a decline in revenue, programming costs and bad
debt expense, but taken together we believe these changes will not have a
significant overall impact on our results of operations or cash flows.
|  
|5. |  | Total customers for
December 31, 2002 have been restated to include MATV customers.                                                                                                                                                                                                                                                                                                                                                                                                                                       

Results of Operations

Consolidated financial information for the Company for the three months
ended March 31, 2003 and 2002 is as follows (in £000s, NM denotes percentage
is not meaningful):

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|-------------------------------------------- |  | ------------------ | ------- | ------------------- |  | - | ------- | - |  |  | ------ | - |  |  | ------ | -
|                                             |  | Three Months Ended |         |                     |  |   |         |   |  | 
|                                             |  | March 31,          |         | Increase/(Decrease)
|                                             |  | 2003               |         | 2002                |  | £ |         | %
|                                             |  |                    |         |                     |  |   |         |  
|Revenues                                     |  | £                  | 52,783  |                     |  | £ | 47,120  |   |  |  | 5,663  |   |  |  | 12.0   |  
|Operating
expenses                           |  |                    | (22,441 | )                   |  |   | (22,733 | ) |  |  | (292   | ) |  |  | (1.3   | )
|Selling, general and administrative expenses |  |                    | (16,980 | )                   |  |   | (16,205 | ) |  |  | 775    |   |  |  | 4.8    |  
|Other charges                                |  |                    | (185    | )                   |  |   | (1,113  | ) |  |  | (928   | ) |  |  | (83.4  | )
|Depreciation and amortization                |  |                    | (15,369 | )                   |  |   | (15,255 | ) |  |  | 114    |   |  |  | 0.7    |  
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Operating loss                               |  |                    | (2,192  | )                   |  |   | (8,186  | ) |  |  | (5,994 | ) |  |  | (73.2  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Interest expense                             |  |                    | (10,124 | )                   |  |   | (10,210 | ) |  |  | (86    | ) |  |  | (0.8   | )
|Interest expense to affiliate                |  |                    | (712    | )                   |  |   | (750    | ) |  |  | (38    | ) |  |  | (5.1   | )
|Investment income                            |  |                    | 183     |                     |  |   | 384     |   |  |  | (201   | ) |  |  | (52.3  | )
|Exchange losses                              |  |                    | (6,417  | )                   |  |   | (7,418  | ) |  |  | (1,001 | ) |  |  | (13.5  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Loss before income taxes                     |  |                    | (19,262 | )                   |  |   | (26,180 | ) |  |  | (6,918 | ) |  |  | (26.4  | )
|Income
tax (expense) benefit                 |  |                    | (28     | )                   |  |   | 207     |   |  |  | (235   | ) |  |  | (113.5 | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  
|Net loss                                     |  | £                  | (19,290 | )                   |  | £ | (25,973 | ) |  |  | (6,683 | ) |  |  | (25.7  | )
|                                             |  |                    |         |                     |  |   |         |   |  |  |        |   |  |  |        |  

Revenue for the three months ended March 31, 2003 and 2002 was £52.8
million, and £47.1 million, respectively, representing an increase of 12.0%.
This rise is a result of price increases including the introduction of charges
for the Companys dial-up Internet service (which was previously available
without charge), upselling additional services to customers and from growth in
broadband subscribers. The Company expects revenue increases in the future to
be achieved by growth in services such as digital television and broadband
services.

Operating costs (including network expenses) for the three months ended
March 31, 2003 and 2002 was £22.4 million, and £22.7 million, respectively,
representing a decrease of 1.3%. This reduction resulted from further
economies and efficiencies achieved by NTL from integrating the Companys
business into the rest of NTLs UK business. Operating costs include certain
costs which are charged by a subsidiary of NTL for the provision of network
services and support, the use of NTLs national backbone telephony network for
carriage of the Companys telephony traffic, as well as the provision of
technical infrastructure and network capacity by NTL for the Companys
subscription Internet and digital cable services. In the three months ended March 31 2003
and 2002, these charges were £6.6 million and £6.8 million, respectively.

Selling, general and administrative expenses for the three months ended
March 31, 2003 and 2002 were £17.0 million and £16.2 million, respectively,
representing an increase of 4.8%. Selling, general and administrative expenses
include certain costs which are charged by a subsidiary of NTL for the
provision of corporate services, including finance, legal, human resources and
facility services, and for the provision of IT services, including the
Companys use of the related IT equipment. These charges were £10.9 million
and £10.3 million in the three months ended March 31 2003 and 2002,
respectively.

Depreciation and amortization expense for three months ended March 31 2003
and 2002 was £15.4 million and £15.3 million, respectively, representing an
increase of £0.1 million. The Company adopted SFAS No. 142 on January 1, 2002,
which ended the amortization of goodwill and other indefinite lived intangible
assets.

Other
charges of £0.2 million in 2003 include £0.1 million of restructuring
costs incurred by Cablelink for four employees and £0.1 million
of costs allocated to the Company by a subsidiary of NTL. These costs
are for employee severance and related costs. Charges allocated to
the Company 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 Cablelink for 55 employees.

Interest expense was £10.1 million and £10.2 million for the three months
ended March 31, 2003 and 2002, respectively, representing a decrease of £0.1
million.

Interest expense to affiliate was £712,000 and £750,000 for the three
months ended March 31, 2003 and 2002, respectively, due to the reduction in
interest rate from 4.32% in 2002 to 3.73% in 2003.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

Investment income was £183,000 and £384,000 for the three months ended
March 31, 2003 and 2002, respectively, representing a decrease of £201,000.
The decrease is primarily attributable to lower average cash balances available
for investment in 2003 as compared with the same period in 2002.

Exchange losses were £6.4 million, and £7.4 million for the three months
ended March 31, 2003 and 2002, respectively. The change is primarily
attributable to fluctuations in the valuation of the UK Pound Sterling on the
2007 Discount Debentures, which are denominated in US dollars. The Companys
results of operations will continue to be affected by exchange rate
fluctuations.

Recent Accounting Pronouncements

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 the actual
results, performance or achievements of the Company, or industry
results, to be materially different from those contemplated,
projected, forecasted, estimated or budgeted, whether expressed or
implied, by such forward-looking statements. Such factors include,
among others, those set forth under the caption Risk Factors in
this Form 10-Q as well as: the 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.




ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.The Companys
management, including the directors of NTL Group Limited*, the sole managing
member of the Company, who also serve as the Chief Executive Officer and acting
Chief Financial Officer of the Companys indirect parent, NTL Incorporated,
have conducted an evaluation of the effectiveness of the Companys disclosure
controls and procedures (as such term is defined in Rule 13a-14(c) and Rule
15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date). Based on that evaluation, the Directors have
concluded that, as of the Evaluation Date, the Companys disclosure controls
and procedures are effective in alerting them on a timely basis to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Companys reports filed or submitted under the
Exchange Act.

(b)  Changes in Internal Controls.Since the Evaluation Date, there have
not been any significant changes in the Companys internal controls, or in
other factors that could significantly affect such internal controls.



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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 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, which NTL expects will
continue for the foreseeable future. NTL has also incurred and expects to
continue to incur substantial losses. NTL cannot be certain that it will
achieve or sustain profitability in the future. Failure to achieve
profitability could diminish NTLs ability to meet our cash flow needs, sustain
operations, meet financial covenants, obtain additional required funds and make
required payments on any indebtedness it has incurred or may incur.

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



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

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

Moreover,
NTL currently expects that it will require between
£5.0 million and £15.0 million to fund
its working capital and capital expenditures, net of cash from
operations, in the twelve months from April 1, 2003 to
March 31, 2004. NTL believes that its cash, cash equivalents and marketable securities on hand of
$478.8 million as of March 31, 2003 will be sufficient for its cash requirements
during the twelve months from April 1, 2003 to March 31, 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.

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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

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

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

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

NTLs substantial leverage could adversely affect its financial health and
diminish shareholder value.

NTL is, and, for the foreseeable future will continue to be, highly
leveraged. As of March 31, 2003, the accreted value of NTLs total
long-term indebtedness less unamortized discount of
$6,228.7 million represents
70.3% 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
and, consequently, erode shareholder value, 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;

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003



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

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

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

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

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

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

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

The telecommunications industry is subject to rapid and significant
changes in technology and the effect of technological changes on our businesses
cannot be predicted. Our core offerings may become outdated due to
technological breakthroughs rendering our products out of date. In addition,
our business plan contemplates the introduction of services using new
technologies. Our investments in those new services, such as those related to
the 3G mobile network, may prove premature and we may not realize anticipated
returns on these new products. The cost of

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

implementation for emerging and
future technologies could be significant, and our ability to fund such
implementation may depend on our ability to obtain additional financing. We
cannot be certain that we would be successful in obtaining any additional
financing required.

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

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

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

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

NTLs growth has been curtailed by funding constraints.

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

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

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

Moreover, the integration process has involved a number of internal
reorganizations of NTLs business as NTL

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

continues to strive for better
performance. These reorganizations have typically involved, among other things,
the termination of employees made redundant as a result of the process.
Although NTL cannot predict precisely the effect that this has had, it is
likely these internal reorganizations have negatively impacted employee morale.
If NTL undertakes additional internal reorganizations they will similarly
likely negatively impact morale. Negative effects on employee morale can have a
negative effect on NTLs operations generally.

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

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

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

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

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

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

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

NTL is dependent upon a small number of key personnel.

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

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

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

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

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

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

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

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

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

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

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NTL (TRIANGLE) LLC AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2003

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 certain important
contracts.

NTLs broadcast services business has contracts for the provision of
television broadcasting transmission services with the ITV national network of
15 affiliated television stations, Channel 4/S4C and Channel 5. The majority of
the prices that NTL may charge these companies for transmission services are
subject to regulation by the UK Office of Telecommunications (referred to in
this 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 maintenance 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 UK Ltd are negotiating to a
formal arrangement pending finalization of a separate digital site sharing
agreement which is envisaged to be on terms similar to the existing analog site
sharing agreement. Presently the parties are operating under an informal
arrangement pending
finalization of the formal arrangement. Although NTL believes that such
formalization will be concluded successfully, it cannot be certain of that
conclusion.

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

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

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

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NTL (TRIANGLE) LLC AND
SUBDSIDIARIES

FORM 10-Q


QUARTER ENDED MARCH
31, 2003


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




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

99.1    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:

No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 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: May 15, 2003 |  | By: /s/  Barclay KnappBarclay Knapp
(Director of NTL Group Ltd., the sole
managing member)        
|                  
|                   |  |                                                                                                   
|                  
|Date: May 15, 2003 |  | By: /s/  Scott E. SchubertScott E. Schubert
(Director of NTL Group Ltd., the sole
managing member)

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##### Table of Contents



CERTIFICATION

I, Barclay Knapp, certify that:



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

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

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

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

| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

/s/ Barclay Knapp
Barclay Knapp
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *



| 
|-
|*





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##### Table of Contents



CERTIFICATION

I, Scott E. Schubert, certify that:



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

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

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

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

| | 6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

/s/ Scott E. Schubert
Scott E. Schubert
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *



| 
|-
|*