##### 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:SEPTEMBER 30, 2003OR(   )
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the Transition Period from      
to      .


Commission File Number 0-24792

NTL (TRIANGLE) LLC




(Exact name of registrant as specified in its charter)


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


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




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




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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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)



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As of September 30, 2003, there were 800,000 shares of the Registrants common
membership interests outstanding. The Registrant is an indirect, wholly owned
subsidiary of NTL Incorporated and there is no market for the Registrants
membership interests. The Registrant meets the conditions set forth in General
Instructions H(1)(a) and H(1)(b) of Form 10-Q and is filing this form with the
reduced disclosure format set forth in General Instruction H(2) thereto.





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TABLE OF CONTENTS



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



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

INDEX

PageNumberPART I
    FINANCIAL INFORMATIONItem 1.
    Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2003 (Unaudited) and December 31, 2002
    
    
    1Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2003 and 2002 (Unaudited)
    
    
    2Condensed
Consolidated Statement of Members Capital for the Nine Months Ended September 30, 2003 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the  Nine Months Ended September 30, 2003 and 2002 (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2.

Managements Discussion and Analysis of Results of Operations and Financial Condition
    
    
    9Item 4.
    Controls and Procedures
    
    
    18PART II

OTHER INFORMATIONItem 5.
    Other Information
    
    
    19Item 6.
    Exhibits and Reports on Form 8-K
    
    
    20SIGNATURES
    
    
    21






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




PART I. FINANCIAL INFORMATION




ITEM 1.   FINANCIAL STATEMENTS




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

September 30,
    
    December 31,2003
    
    2002(Unaudited)
    
    (See Note)AssetsCurrent assetsCash and cash equivalents
    
    
    £26,274
    
    
    
    £18,154Accounts receivable, less allowance for doubtful accounts
of £11,244 (2003) and £10,738 (2002)
    
    
    20,621
    
    
    
    21,812Other current assets
    
    
    1,221
    
    
    
    1,998Total current assets
    
    
    48,116
    
    
    
    41,964Deferred financing costs, net of accumulated amortization
of £28,958 (2003) and £25,823 (2002)
    
    
    10,640
    
    
    
    13,775Fixed assets, net
    
    
    429,478
    
    
    
    444,680Intangible assets, net
    
    
    10,442
    
    
    
    16,702Total assets
    
    
    £498,676
    
    
    
    £517,121Liabilities and members capitalCurrent liabilitiesAccounts payable and accrued expenses
    
    
    £29,580
    
    
    
    £31,667Interest payable
    
    
    13,073
    
    
    
    4,500Deferred revenue
    
    
    16,291
    
    
    
    14,757Due to affiliates
    
    
    11,799
    
    
    
    28,874Current portion of long-term debt
    
    
    550
    
    
    
    323,628Total current liabilities
    
    
    71,293
    
    
    
    403,426Loans from affiliate
    
    
    80,922
    
    
    
    75,197Long-term debt, less current portion
    
    
    312,493
    
    
    
    Commitments and contingent liabilitiesDeferred income taxes
    
    
    2,646
    
    
    
    382Members capitalCommon membership interests, £.01 par value  authorized
and issued 800,000 interests
    
    
    8
    
    
    
    8Additional capital
    
    
    511,263
    
    
    
    493,537Accumulated other comprehensive (loss) income
    
    
    (637
    )
    
    
    909Accumulated deficit
    
    
    (479,312
    )
    
    
    (456,338
    )Total members capital
    
    
    31,322
    
    
    
    38,116Total liabilities and members capital
    
    
    £498,676
    
    
    
    £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 SEPTEMBER 30, 2003




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(in £000s)


Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Revenue
    
    
    £54,217
    
    
    
    £48,968
    
    
    
    £161,145
    
    
    
    £144,653Costs and expensesOperating costs (exclusive of depreciation
shown below)
    
    
    (19,194
    )
    
    
    (22,578
    )
    
    
    (63,699
    )
    
    
    (67,306
    )Selling, general and administrative
expenses
    
    
    (16,476
    )
    
    
    (15,267
    )
    
    
    (50,405
    )
    
    
    (47,258
    )Other charges
    
    
    (37
    )
    
    
    (2,198
    )
    
    
    (1,085
    )
    
    
    (3,324
    )Depreciation
    
    
    (13,672
    )
    
    
    (16,170
    )
    
    
    (41,122
    )
    
    
    (41,544
    )Amortization
    
    
    (2,098
    )
    
    
    (2,081
    )
    
    
    (6,260
    )
    
    
    (6,242
    )(51,477
    )
    
    
    (58,294
    )
    
    
    (162,571
    )
    
    
    (165,674
    )Operating income (loss)
    
    
    2,740
    
    
    
    (9,326
    )
    
    
    (1,426
    )
    
    
    (21,021
    )Other income (expense)Interest expense
    
    
    (10,081
    )
    
    
    (10,451
    )
    
    
    (30,235
    )
    
    
    (32,707
    )Interest expense to affiliate
    
    
    (760
    )
    
    
    (797
    )
    
    
    (2,226
    )
    
    
    (2,330
    )Interest income
    
    
    170
    
    
    
    309
    
    
    
    457
    
    
    
    1,016Losses on disposal of fixed assets
    
    
    
    
    
    
    (145
    )
    
    
    
    
    
    
    (145
    )Exchange gains
    
    
    2,058
    
    
    
    9,101
    
    
    
    10,701
    
    
    
    26,762(8,613
    )
    
    
    (1,983
    )
    
    
    (21,303
    )
    
    
    (7,404
    )(Loss) before income taxes
    
    
    (5,873
    )
    
    
    (11,309
    )
    
    
    (22,729
    )
    
    
    (28,425
    )Income tax (expense) benefit
    
    
    (93
    )
    
    
    710
    
    
    
    (245
    )
    
    
    873Net (loss)
    
    
    (£5,966
    )
    
    
    (£10,599
    )
    
    
    (£22,974
    )
    
    
    (£27,552
    )


See accompanying notes.

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




CONDENSED CONSOLIDATED STATEMENT OF MEMBERS CAPITAL

(Unaudited)
(in £000s)


AccumulatedCommon
    
    
    
    
    
    
    
    
    
    Compre-
    
    othermembership
    
    
    
    
    
    Additional
    
    hensive
    
    comprehensive
    
    Accumulatedinterests
    
    Par
    
    capital
    
    loss
    
    income (loss)
    
    deficit
    
    TotalBalance at December 31, 2002
    
    
    800
    
    
    
    £8
    
    
    
    £493,537
    
    
    
    
    
    
    
    £909
    
    
    
    (£456,338
    )
    
    
    £38,116Capital contributed by member
    
    
    
    
    
    
    
    
    
    
    17,726
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,726Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (£22,974
    )
    
    
    
    
    
    
    (22,974
    )
    
    
    (22,974
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,546
    )
    
    
    (1,546
    )
    
    
    
    
    
    
    (1,546
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (£24,520
    )Balance at September 30, 2003
    
    
    800
    
    
    
    £8
    
    
    
    £511,263
    
    
    
    
    
    
    
    (£637
    )
    
    
    (£479,312
    )
    
    
    £31,322


See accompanying notes.

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




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(in £000s)


Nine months endedSeptember 30,2003
    
    2002Net cash provided by operating activities
    
    
    £8,181
    
    
    
    £19,985Investing activitiesPurchases of fixed assets
    
    
    (17,840
    )
    
    
    (27,335
    )Net cash used in investing activities
    
    
    (17,840
    )
    
    
    (27,335
    )Financing activitiesLoans from affiliate
    
    
    
    
    
    
    2,757Capital contributed by member
    
    
    17,726
    
    
    
    Principal payments
    
    
    (441
    )
    
    
    (841
    )Net cash provided by financing activities
    
    
    17,285
    
    
    
    1,916Effect
of exchange rate changes on cash and cash equivalents
    
    
    494
    
    
    
    49Increase (decrease) in cash and cash equivalents
    
    
    8,120
    
    
    
    (5,385
    )Cash and cash equivalents, beginning of period
    
    
    18,154
    
    
    
    34,927Cash and cash equivalents, end of period
    
    
    £26,274
    
    
    
    £29,542Supplemental disclosure of cash flow informationCash paid during the period for interest
    
    
    £18,032
    
    
    
    £22,481


See accompanying notes.

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




NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.   Basis of Presentation

Organization and Business

We are a limited liability company established under the laws of the State of
Delaware. We are the holding company of subsidiaries that offer broadband and
communications services providing telephone, cable television and Internet
services to the home, as well as data, voice and Internet services to
businesses in the Republic of Ireland and in the East Anglia and North Eastern
regions of the UK. These interests are held through our subsidiaries Cambridge
Holding Company Limited and ntl Communications (Ireland)
Limited. We are a wholly owned subsidiary of NTL Incorporated, or NTL, and are
reliant upon the support of NTL and its subsidiaries to continue our
operations.

Chapter 11 Reorganization

On May 8, 2002, NTL, NTL Europe,
Inc. (formerly NTL Incorporated) 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 and NTL Europe. The Plan became effective on January 10,
2003, at which time NTL emerged from Chapter 11 reorganization.

Basis of Presentation

We have prepared our accompanying unaudited condensed consolidated financial
statements in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of our management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Our operating results for the three
and nine months ended September 30, 2003 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2003. For further
information, refer to our consolidated financial statements and footnotes
thereto included in our Annual Report on Form 10-K as amended for the year
ended December 31, 2002.

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

2.   Recent Accounting Pronouncements

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

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities which requires variable interest
entities to be consolidated by the primary beneficiary of the entity if certain
criteria are met. FIN 46 is effective immediately for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN
46 become effective for us during the fourth quarter of 2003. The
implementation of this interpretation is not expected to have a significant
effect on our results of operations, financial condition or cash flows.

In November 2002, the Emerging Issues Task Force reached a consensus on EITF
No. 00-21, Revenue Arrangements with Multiple Deliverables.
EITF 00-21 provides guidance on how to account for arrangements that involve
the delivery or performance of multiple products, services and/or rights to use
assets. The provisions of EITF 00-21 will apply to

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

revenue arrangements entered into in fiscal periods beginning after June 15,
2003. The adoption of EITF 00-21 did not have a significant effect on our
results of operations, financial condition or cash flows.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 replaced EITF Issue No. 94-3
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs associated
with an exit or disposal activity is recognized when the liability is incurred.
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 our results of operations, financial condition or cash
flows.

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

3.   Comprehensive income (loss)

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

Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002Net (loss)
    
    
    (£5,966
    )
    
    
    (£10,599
    )
    
    
    (£22,974
    )
    
    
    (£27,552
    )Foreign currency translation adjustments
    
    
    (428
    )
    
    
    (699
    )
    
    
    (1,546
    )
    
    
    785Comprehensive (loss)
    
    
    (£6,394
    )
    
    
    (£11,298
    )
    
    
    (£24,520
    )
    
    
    (£26,767
    )


4.   Fixed assets

Fixed assets consists of (in £000s):

Estimated
    
    September 30,
    
    December 31,Useful Life
    
    2003
    
    2002(unaudited)Operating equipment
    
    3-40 years
    
    
    £666,266
    
    
    
    £631,848Other equipment
    
    3-50 years
    
    
    63,763
    
    
    
    61,228Construction in progress
    
    
    
    
    
    
    6,631
    
    
    
    13,053736,660
    
    
    
    706,129Accumulated depreciation
    
    
    
    
    
    
    (307,182
    )
    
    
    (261,449
    )£429,478
    
    
    
    £444,680


We are currently evaluating the remaining useful economic lives of our fixed
assets. We expect to adopt new lives when the evaluation is completed. At
this time, we have not yet quantified the likely impact on our depreciation
charge upon the adoption of new lives.

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

5.   Intangible Assets

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

September 30,
    
    December 31,2003
    
    2002(unaudited)Intangible assets not subject to amortization:Goodwill
    
    
    £94
    
    
    
    £94Intangible assets subject to amortization:Customer lists, net of accumulated amortization
of £27,189 (2003) and £22,055 (2002)
    
    
    5,133
    
    
    
    10,267Other, net of accumulated amortization
of £13,295 (2003) and £12,167 (2002)
    
    
    5,215
    
    
    
    6,341£10,442
    
    
    
    £16,702


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

6.   Other Charges

Other charges of £1.1 million in 2003 include £0.4 million of restructuring
costs incurred by our wholly owned subsidiary, NTL Ireland, for five employees
and £0.7 million of costs allocated to us by a subsidiary of NTL. These costs
are for employee severance and related costs.

Other charges of £3.3 million in 2002 include £1.1 million of restructuring
costs incurred by NTL Ireland for 55 employees, and £2.2 million of costs
allocated to us by a subsidiary of NTL.

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

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

Employee Severance
    
    Lease Exitand Related Costs
    
    Costs
    
    TotalBalance, December 31, 2002
    
    
    £
    
    
    
    £1,269
    
    
    
    £1,269Charged to expense
    
    
    391
    
    
    
    
    
    
    
    391Utilized
    
    
    (391
    )
    
    
    (262
    )
    
    
    (653
    )Foreign exchange differences
    
    
    
    
    
    
    124
    
    
    
    124Balance, September 30, 2003
    
    
    £
    
    
    
    £1,131
    
    
    
    £1,131


7.   Related Party Transactions

In October 2000, NTL Ireland entered into a loan agreement with a subsidiary of
NTL under which £80.9 million and £75.2 million had been borrowed at September
30, 2003 and December 31, 2002, respectively. The outstanding borrowings are
due in October 2007. Interest is payable quarterly in arrears from March 31,
2001. The annual interest rate is set on January 1 of each year at the 12-month
EURIBOR rate plus 1%. The effective interest rate at September 30, 2003 and
December 31, 2002

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

was 3.73% and 4.32%, respectively. Accrued interest of
£3,141,000 and £819,000 was included in due to affiliates in the consolidated
balance sheet at September 30, 2003 and December 31, 2002, respectively.

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

The related charges, which began in the fourth quarter of 1999, represent our
portion of costs incurred by a subsidiary of NTL for the benefit of all UK
operations within NTL. These charges are made on the basis of an allocation
formula appropriate to each category of charge. We were charged £52.5 million
and £52.1 million for the nine months ended September 30, 2003 and 2002,
respectively. For 2003, £19.7 million was included in operating costs and £32.8
million was included in selling, general and administrative expense. For 2002,
£20.9 million was included in operating costs and £31.2 million was included in
selling, general and administrative expense. It is not practicable to determine
the amount of these expenses that would have been incurred had we operated as
an unaffiliated entity. In the opinion of our management, the allocation method
is reasonable.

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

In addition, other charges include amounts allocated to us by a subsidiary of
NTL as discussed in Note 6, Other Charges.

8.   Long-term Debt

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

September 30,
    
    December 31,2003
    
    2002(unaudited)2007 Senior Discount Debentures
    
    
    £311,272
    
    
    
    £321,417Capital lease obligations
    
    
    1,771
    
    
    
    2,211313,043
    
    
    
    323,628Less current portion
    
    
    (550
    )
    
    
    (323,628
    )£312,493
    
    
    
    £


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

9.   Commitments and contingent liabilities

At September 30, 2003, we were committed to pay £0.8 million for equipment and
services within the following twelve months.

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

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




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

Overview

We are a limited liability company established under the laws of the State of
Delaware. We are the holding company of subsidiaries that offer broadband and
communications services providing telephone, cable television and Internet
services to the home, as well as data, voice and Internet services to
businesses in the Republic of Ireland and in the East Anglia and North Eastern
regions of the UK. These interests are held through our subsidiaries Cambridge
Holding Company Limited and ntl Communications (Ireland) Limited. We are a
wholly owned subsidiary of NTL Incorporated, or NTL, and we are reliant upon
the support of NTL and its subsidiaries to continue our operations.

Selected Operating Data

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

UK Franchises
    
    NTL IrelandSeptember 30,
    
    December 31,
    
    September 30,
    
    December 31,2003
    
    2002
    
    2003
    
    2002Homes passed (3) (8)
    
    
    563,000
    
    
    
    563,000
    
    
    
    458,000
    
    
    
    474,900Homes marketed (4) (8)
    
    
    519,725
    
    
    
    503,800
    
    
    
    458,000
    
    
    
    474,900Total customers (1) (5)
    
    
    276,647
    
    
    
    275,618
    
    
    
    329,600
    
    
    
    368,512Digital cable subscribers
    
    
    83,403
    
    
    
    79,258
    
    
    
    52,300
    
    
    
    38,051Analog cable subscribers
    
    
    36,247
    
    
    
    45,415
    
    
    
    277,300
    
    
    
    311,476MATV/MMDS subscribers (2) (8)
    
    
    18,106
    
    
    
    17,784
    
    
    
    
    
    
    
    18,900Broadband Internet subscribers
    
    
    97,845
    
    
    
    61,331
    
    
    
    3,300
    
    
    
    1,737Dial-up Internet subscribers
    
    
    46,491
    
    
    
    58,128
    
    
    
    2,600
    
    
    
    2,500Telephone subscribers (7)
    
    
    244,816
    
    
    
    247,221
    
    
    
    2,600
    
    
    
    6,436Penetration (homes marketed) (6)
    
    
    53.2
    %
    
    
    54.7
    %
    
    
    72.0
    %
    
    
    77.6
    %Annualized Churn
    
    
    14.0
    %
    
    
    15.7
    %
    
    
    26.4
    %
    
    
    7.7
    %




---

| | (1) |  | NTL Ireland has introduced a more rigorous credit policy that led to the
involuntary disconnection of certain customers. As a result of this, NTL
Irelands residential customer base declined by approximately 15,000
customers during 2003. This did not have a significant overall impact on
our results of operations or cash flows.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | Master Antenna Television (MATV) subscribers and Multi-channel
Multi-point Distribution System (MMDS) subscribers.
| | --- |  | ------------------------------------------------------------------------------------------------------------------



| | (3) |  | Homes passed is the number of homes that have had ducting buried outside.
| | --- |  | -------------------------------------------------------------------------



| | (4) |  | Homes marketed is the number of homes for which the initial marketing
phase (including door to door direct marketing) has been completed.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------



| | (5) |  | Total customers for the UK franchises at December 31, 2002 have been
restated to include 17,784 MATV customers.
| | --- |  | ---------------------------------------------------------------------------------------------------------------



| | (6) |  | Penetration is calculated by dividing the number of total customers by
the number of homes marketed.
| | --- |  | ----------------------------------------------------------------------------------------------------



| | (7) |  | Telephone subscribers for NTL Ireland at September 30, 2003 exclude
off-net subscribers.
| | --- |  | ----------------------------------------------------------------------------------------



| | (8) |  | NTL Ireland also offers MMDS television to 70,000 marketable homes and
had 7,266 digital and 9,330 analog MMDS customers at September 30, 2003.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



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

Results of Operations

We derive our revenue principally from monthly fees and usage charges. Our
packaging of services and pricing are designed to encourage our customers to
use multiple services like dual telephone and broadband, dual telephone and
television or triple telephone, television and Internet access.

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

We continue to focus on improving our customer service and increasing our
service offering to customers in an effort to curtail and control churn. NTL
is in the process of integrating its various billing systems and customer
databases in an effort to improve one of the main tools it uses to provide
customer service. This effort is at a relatively early stage although NTL has
continued to make progress through September 30, 2003. Although the new system
does not yet support NTLs full suite of services, NTL expects to complete the
project substantially by late 2004. The total project cost is estimated to be
approximately £75 million, of which NTL has incurred £46 million through
September 30, 2003. If the full integration is not successful, we could
experience an adverse effect on our customer service, our churn rate and our
share of the costs of maintaining these systems going forward. We could also
experience operational failures related to billing and collecting revenue from
our customers, which, depending upon on the severity of the failure, could have
a material adverse effect on our business.

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

NTL Ireland has introduced a more rigorous credit policy that led to the
involuntary disconnection of certain customers. As a result of this, NTL
Irelands residential customer base declined by approximately 15,000 customers
during 2003. This did not have a significant overall impact on our results of
operations or cash flows.

10



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##### Table of Contents



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

Three months ended September 30, 2003 and 2002

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

Three months endedSeptember 30,
    
    Increase (decrease)2003
    
    2002
    
    £
    
    %Revenues
    
    
    £54,217
    
    
    
    £48,968
    
    
    
    5,249
    
    
    
    10.7Operating costs
    
    
    (19,194
    )
    
    
    (22,578
    )
    
    
    (3,384
    )
    
    
    (15.0
    )Selling, general and administrative expenses
    
    
    (16,476
    )
    
    
    (15,267
    )
    
    
    1,209
    
    
    
    7.9Other charges
    
    
    (37
    )
    
    
    (2,198
    )
    
    
    (2,161
    )
    
    
    (98.3
    )Depreciation and amortization
    
    
    (15,770
    )
    
    
    (18,251
    )
    
    
    (2,481
    )
    
    
    (13.6
    )Operating income (loss)
    
    
    2,740
    
    
    
    (9,326
    )
    
    
    (12,066
    )
    
    
    (129.4
    )Interest expense
    
    
    (10,081
    )
    
    
    (10,451
    )
    
    
    (370
    )
    

    (3.5
    )Interest expense to affiliate
    
    
    (760
    )
    
    
    (797
    )
    
    
    (37
    )
    
    
    (4.6
    )Interest income
    
    
    170
    
    
    
    309
    
    
    
    (139
    )
    
    
    (45.0
    )Losses on disposal of fixed assets
    
    
    
    
    
    
    (145
    )
    
    
    (145
    )
    
    
    (100.0
    )Exchange gains
    
    
    2,058
    
    
    
    9,101
    
    
    
    (7,043
    )
    
    
    (77.4
    )(Loss) before income taxes
    
    
    (5,873
    )
    
    
    (11,309
    )
    
    
    (5,436
    )
    
    
    (48.1
    )Income tax (expense) benefit
    
    
    (93
    )
    
    
    710
    
    
    
    (803
    )
    
    
    (113.1
    )Net (loss)
    
    
    (£5,966
    )
    
    
    (£10,599
    )
    
    
    (4,633
    )
    
    
    (43.7
    )


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

Over the respective periods, we have seen a reduction in our operating costs.
We have benefited from the efficiencies that NTL has gained in the network and
negotiated reductions in the costs of interconnection and television
programming. Our operating costs include certain costs that are charged by a
subsidiary of NTL for the provision of network services and support, the use of
NTLs national backbone telephony network for carriage of our telephony
traffic, as well as the provision of technical infrastructure and network
capacity by NTL for our subscription Internet service and digital cable
services. In the three months ended September 30, 2003 and 2002, we were
charged £6.3 million and £6.4 million, respectively for these services.

Our selling, general and administrative expenses include certain costs that are
charged by a subsidiary of NTL for the provision of corporate services,
including finance, legal, human resources and facility services, and for the
provision of IT services, including our use of the related IT equipment. In the
three months ended September 30, 2003 and 2002, we were charged £11.1 million
and £10.5 million, respectively, for these services.

Other charges include restructuring costs allocated to us by a
subsidiary of NTL. These costs are for employee severance and related costs.
Charges allocated to us by a subsidiary of NTL are made on the basis of an
allocation formula appropriate to each category of charge that is based on
managements judgement of a reasonable methodology given the facts and
circumstances.

Depreciation and amortization expense has reduced. We are currently evaluating the remaining useful

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##### Table of Contents



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

economic lives of our fixed assets. We expect to adopt new lives when the
evaluation is completed. At this time, we have not yet quantified the likely
impact on our depreciation charge upon the adoption of new lives.

We incur interest on our 2007 Senior Discount Debentures, which are denominated
in US dollars, as well as interest on our capital lease obligations. Movements
in our interest expense principally result from fluctuations in the US
dollar/UK pound sterling exchange rates. We also incur interest on NTL
Irelands loan from an affiliate of NTL, which is denominated in Euros and the
interest rate of which is based on EURIBOR. Movements in interest expense to
affiliates result from fluctuations in the euro/UK pound sterling exchange
rates and movements in the EURIBOR rate.

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

Nine months ended September 30, 2003 and 2002

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

Nine months endedSeptember 30,
    
    Increase (decrease)2003
    
    2002
    
    £
    
    %Revenue
    
    
    £161,145
    
    
    
    £144,653
    
    
    
    16,492
    
    
    
    11.4Operating costs
    
    
    (63,699
    )
    
    
    (67,306
    )
    
    
    (3,607
    )
    
    
    (5.4
    )Selling, general and administrative expenses
    
    
    (50,405
    )
    
    
    (47,258
    )
    
    
    3,147
    
    
    
    6.7Other charges
    
    
    (1,085
    )
    
    
    (3,324
    )
    
    
    (2,239
    )
    
    
    (67.4
    )Depreciation and amortization
    
    
    (47,382
    )
    
    
    (47,786
    )
    
    
    (404
    )
    
    
    (0.8
    )Operating loss
    
    
    (1,426
    )
    
    
    (21,021
    )
    
    
    (19,595
    )
    
    
    (93.2
    )Interest expense
    
    
    (30,235
    )
    
    
    (32,707
    )
    
    
    (2,472
    )
    
    
    (7.6
    )Interest expense to affiliate
    
    
    (2,226
    )
    
    
    (2,330
    )
    
    
    (104
    )
    
    
    (4.5
    )Interest income
    
    
    457
    
    
    
    1,016
    
    
    
    (559
    )
    
    
    (55.0
    )Losses on disposal of fixed assets
    
    
    
    
    
    
    (145
    )
    
    
    (145
    )
    
    
    (100.0
    )Exchange gains
    
    
    10,701
    
    
    
    26,762
    
    
    
    (16,061
    )
    
    
    (60.0
    )Loss before income taxes
    
    
    (22,729
    )
    
    
    (28,425
    )
    
    
    (5,696
    )
    
    
    (20.0
    )Income tax (expense) benefit
    
    
    (245
    )
    
    
    873
    
    
    
    (1,118
    )
    
    
    (128.1
    )Net loss
    
    
    (£22,974
    )
    
    
    (£27,552
    )
    
    
    (4,578
    )
    
    
    (16.6
    )


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

Over the respective periods, we have seen a reduction in our operating costs.
We have benefited from the efficiencies that NTL has gained in the network and
negotiated reductions in the costs of interconnection and television
programming. Our operating costs include certain costs that are charged by a
subsidiary of NTL for the provision of network services and support, the use of
NTLs national backbone telephony network for carriage of our telephony
traffic, as well as the provision of technical infrastructure and network
capacity by NTL for our subscription Internet service and digital cable
services. In the nine months ended September 30, 2003 and 2002, we were charged
£19.7 million and £20.9 million, respectively for these services.

Our selling, general and administrative expenses include certain costs that 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

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

services, including our use of the related IT equipment. In the
nine months ended September 30, 2003 and 2002, we were charged £32.8 million
and £31.2 million, respectively, for these services.

Other charges of
£1.1 million in 2003 include £0.4 million of
restructuring costs
incurred by NTL Ireland for five employees and £0.7 million of costs allocated
to us by a subsidiary of NTL. These costs are for employee severance and
related costs. Other charges in 2002 include £1.1 million of restructuring
costs incurred by NTL Ireland for 55 employees and £2.2 million
allocated to us by a subsidiary of NTL consisting of employee severance and
related costs. Charges allocated to us by a subsidiary of NTL are made on the
basis of an allocation formula appropriate to each category of charge that is
based on managements judgment of a reasonable methodology given the facts and
circumstances.

Depreciation and amortization expense
has remained relatively flat. We are currently
evaluating the remaining useful economic lives of our fixed assets. We expect
to adopt new lives when the evaluation is completed. At this time, we have not
yet quantified the likely impact on our depreciation charge upon the adoption
of new lives.

We incur interest on our 2007 Senior Discount Debentures, which are denominated
in US dollars, as well as interest on our capital lease obligations. Movements
in our interest expense principally result from fluctuations in the US
dollar/UK pound sterling exchange rates. We also incur interest on NTL
Irelands loan from an affiliate of NTL, which is denominated in Euros and the
interest rate of which is based on EURIBOR. Movements in interest expense to
affiliates result from fluctuations in the euro/UK pound sterling exchange rate
and movements in the EURIBOR rate.

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

Condensed Consolidated Statements of Cash Flows

We generated £8.2 million in our operating activities in the nine months ended
September 30, 2003 compared with £20.0 million in the nine months ended
September 30, 2002. The decrease in net cash provided by operating activities
is primarily owing to net payments to affiliates and changes in working capital
as a result of the timing of receipts and disbursements.

We spent £17.8 million and £27.3 million on purchases of fixed assets including
connecting new customers to our network for the nine months ended September 30,
2003 and 2002, respectively.

During the nine months ended September 30, 2003, our members contributed
further capital of £17.7 million. After deducting principal payments on our
capital lease obligations, we raised a net £17.3 million in our financing
activities in the nine months ended September 30, 2003. During the nine months
ended September 30, 2002, NTL Ireland drew down a further £2.8 million under
their loan agreement with a subsidiary of NTL.

Liquidity and Capital Resources

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

As of September 30, 2003, we had approximately £26.3 million in cash and cash
equivalents on hand. We estimate that our capital expenditures and debt service
requirements, net of cash from operations, will be approximately £6.0 million
from October 1, 2003 to September 30, 2004. However we expect to require
additional cash at certain points during the twelve months from October 1, 2003
to September 30, 2004 owing to the timing of our cash flows. Our management
believe that cash and cash equivalents on hand at September 30, 2003, and cash
from NTL will be sufficient for our cash requirements during the twelve months
from October 1, 2003 to September 30, 2004.

Over the long term, we will continue to require cash to fund operations,
service or repay our remaining debt and implement our strategy. In order to
fund these requirements, we anticipate that we will use cash flow from our
operations and may also need to issue additional debt or equity securities or
may need to secure bank financing. Given the restrictions on

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

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

Senior Discount Debentures

In November 1995, we issued $517.3 million principal amount at maturity of
11.2% Senior Discount Debentures due November 15, 2007, or the 2007 Discount
Debentures. Interest accreted on the 2007 Discount Debentures at 11.2% per
annum compounded semiannually from November 15, 1995 to November 15, 2000,
after which date interest became payable in cash on each May 15 and November 15
through November 15, 2007. The 2007 Discount Debentures are redeemable at our
option after November 15, 2000. The 2007 Discount Debentures contain
restrictive covenants that limit our ability to pay dividends.

Loan Notes payable to NTL

In October 2000, NTL Ireland entered into a loan agreement with a subsidiary of
NTL under which £80.9 million and £75.2 million had been borrowed at September
30, 2003 and December 31, 2002, respectively. The outstanding borrowings are
due in October 2007. Interest is payable quarterly in arrears from March 31,
2001. The annual interest rate is set on January 1 of each year at the 12-month
EURIBOR rate plus 1%. The effective interest rate at September 30, 2003 and
December 31, 2002 was 3.73% and 4.32%, respectively. Accrued interest of
£3,141,000 and £819,000 was included in due to affiliates in the consolidated
balance sheet at September 30, 2003 and December 31, 2002, respectively.

Contractual Obligations and Commercial Commitments

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

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

Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    AfterContractual obligations
    
    Total
    
    1 year
    
    1-3 years
    
    4-5 years
    
    5 yearsLong-term debt
    
    
    £311.3
    
    
    
    £
    
    
    
    £
    
    
    
    £311.3
    
    
    
    £Capital lease obligations
    
    
    2.1
    
    
    
    0.7
    
    
    
    1.0
    
    
    
    0.4
    
    
    
    Operating leases
    
    
    38.6
    
    
    
    2.7
    
    
    
    4.9
    
    
    
    3.7
    
    
    
    27.3Unconditional purchase obligations
    
    
    0.8
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    Other long-term obligations
    
    
    84.0
    
    
    
    
    
    
    
    
    
    
    
    84.0
    
    
    
    Total contractual cash obligations
    
    
    £436.8
    
    
    
    £4.2
    
    
    
    £5.9
    
    
    
    £399.4
    
    
    
    £27.3


NTLs Completed Restructuring

On May 8, 2002, NTL (then known as NTL Communications Corp.), NTL Europe, Inc
(then known as NTL Incorporated and the former parent company of NTL
Communications Corp.) and certain of their subsidiaries filed a pre-arranged
joint reorganization plan, referred to in this report as the Plan, under
Chapter 11 of the US Bankruptcy Code. We were not included in the Chapter 11
filing. The Plan became effective on January 10, 2003, at which time NTL
emerged from Chapter 11 reorganization.

Pursuant to the Plan, NTL Europe and its subsidiaries and affiliates were split
into two separate groups, and NTL and NTL Europe each emerged as independent
public companies. NTL became the holding company for NTL Europes principal UK
and Ireland assets and our ultimate parent company, and NTL Europe became the
holding company for its continental European and certain other assets. We are
no longer affiliated to NTL Europe.

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

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, NTL Europe and its subsidiaries to access those
markets as well as its ability to obtain financing from its bank lenders and
equipment suppliers became severely restricted. In addition, NTL Europe and its
subsidiaries had no further funds available, or were unable to draw upon funds
under their credit facilities. As a result of these factors, together with its
substantial leverage, on January 31, 2002, NTL Europe announced that it had
appointed professional advisors to advise on strategic and recapitalization
alternatives to strengthen its balance sheet, reduce debt and put an
appropriate capital structure in place for its business.

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

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

On April 16, 2002, NTL Europe 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, NTL Europe and certain of its
subsidiaries, including our current ultimate parent company, then known as NTL
Communications Corp. (now NTL), collectively referred to as the
Debtors, filed cases and a
pre-arranged joint reorganization plan under Chapter 11 of the US Bankruptcy
Code. In connection with the filing, some members of the unofficial creditors
committee of bondholders entered into a credit facility agreement, referred to
as the DIP facility, committing to provide a wholly-owned subsidiary of NTL
with up to $500 million in new debt financing (NTL (Delaware), Inc. committed
to provide up to an additional $130 million under the DIP facility).

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

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

15



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##### Table of Contents



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

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

Various 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 these forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements or
industry results to be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by these
forward-looking statements. These factors include those set forth under the
caption Risk Factors in NTLs Form 8-K filed on
November 3, 2003 for example:



| |  |  | potential adverse developments with respect to NTL and our liquidity
or results of operations;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | NTLs significant debt payments
commencing in 2005 and its and our other
contractual commitments coming due over the next several years;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | NTLs and our ability to fund and execute
its and our business plan;
| | - |  | --------------------------------------------------------------------



| |  |  | the impact of new business opportunities requiring significant
up-front investments;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain customers, increase our overall
market penetration and react to competition from providers of
alternative services;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | NTLs ability to integrate its billing systems;
| | - |  | -----------------------------------------------



| |  |  | NTLs significant management changes;
| | - |  | -------------------------------------



| |  |  | NTLs and our ability to develop and maintain back-up for its critical
systems;
| | - |  | -------------------------------------------------------------------------------



| |  |  | our ability to respond adequately to technological developments;
| | - |  | ----------------------------------------------------------------



| |  |  | NTLs and our ability to maintain contracts that are critical to our
operations;
| | - |  | --------------------------------------------------------------------------------



| |  |  | our ability to continue to design networks, install facilities,
obtain and maintain any required governmental licenses or approvals and
finance construction and development, in a timely manner at reasonable
costs and on satisfactory terms and conditions;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interest rate and currency exchange rate fluctuations;
| | - |  | ------------------------------------------------------



| |  |  | the impact of NTLs recent reorganization and subsequent
organizational restructuring; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | risks related to NTLs rights offering.
| | - |  | ---------------------------------------

We assume no obligation to update the forward-looking statements contained
herein to reflect actual results, changes in assumptions or changes in factors
affecting these statements.

16



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##### Table of Contents



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

Recent Accounting Pronouncements

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

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities, which requires variable interest
entities to be consolidated by the primary beneficiary of the entity if certain
criteria are met. FIN 46 is effective immediately for all new variable interest
entities created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions of FIN
46 become effective for us during the fourth quarter of 2003. The
implementation of this interpretation is not expected to have a significant
effect on our results of operations, financial condition or cash flows.

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

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 replaced EITF Issue No. 94-3
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for costs associated
with an exit or disposal activity is recognized when the liability is incurred.
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 our results of operations, financial condition or cash
flows.

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

17



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##### Table of Contents



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




ITEM 4.   CONTROLS AND PROCEDURES

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

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

* We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of NTL Group Limited, our sole
managing member, and the latter is the Chief Financial Officer of NTL, our, and
NTL Group Limiteds, indirect parent.

18



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##### Table of Contents



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




PART II. OTHER INFORMATION




ITEM 5.   OTHER INFORMATION

Officers and Directors

Barclay Knapp ceased employment with NTL as its president and chief executive
officer and resigned as a director as of August 15, 2003. Mr. Knapp serves as
a consultant to NTL through December 31, 2003. Simon P. Duffy replaced Mr.
Knapp as NTLs chief executive officer. Mr. Duffy has served as NTLs chief
operating officer since March 2003.

On September 16, 2003, Charles Gallagher was appointed to NTLs board of
directors as a non-executive director.

Rights Offering

On September 26, 2003, NTL filed a registration statement on Form S-1
(Registration No. 333-109194) with the Commission relating to a proposed common
stock rights offering. On November 4, 2003, NTL declared a dividend to
stockholders of record of its common stock as of close of business on November
7, 2003, at no charge, of 0.702243 transferable rights for each share of its
common stock they hold on the record date. Each right entitles stockholders to
purchase one share at a purchase price of $40.00. In addition, in the event
all rights are not exercised, holders of rights may purchase additional shares
through the exercise of an over subscription privilege. The rights offering
period will expire on November 17, 2003.

If all rights are exercised, NTL will issue 35,750,000 shares and receive gross
proceeds of $1,430.0 million. NTL expects to use the net proceeds of
approximately $1,370.0 million to:



| |  | repay in full all obligations under the Exit Notes of $599.7 million. This amount reflects:
|- |  | -------------------------------------------------------------------------------------------



| |  |  | $502.8 million, the accreted value of the Exit Notes as of September 30, 2003,
| | - |  | ------------------------------------------------------------------------------



| |  |  | $50.5 million, the accreted value as of September 30, 2003 of the
additional Exit Notes used to make the July 1, 2003 interest payment,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $29.2 million, the accrued interest outstanding on the Exit Notes and
additional Exit Notes as of September 30, 2003, plus,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | $17.2 million, the accrued interest and the increase in accreted
value through the redemption date of the Exit Notes and the additional
Exit Notes outstanding as of September 30, 2003;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | pay approximately $616.2 million, representing 80% of the net proceeds
remaining after repayment of the Exit Notes as required under NTLs
senior credit and working capital facilities, together with cash on
hand of $69.1 million, as permanent repayment in full of all of NTLs
obligations under its working capital facility;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | transfer by inter-company funding of $102.7 million to NTLs
subsidiary NTL Communications Ltd. and some of its subsidiaries as
required by NTLs senior credit and working capital facilities,
representing two-thirds of the net proceeds remaining after repayment
of the Exit Notes and a repayment of a portion of the principal amount
of its working capital facility as described above; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the balance for general corporate purposes.
|- |  | -------------------------------------------

Two of NTLs stockholders, W.R. Huff Asset Management Co., L.L.C. and Franklin
Mutual Advisers, have agreed to exercise all of the rights to be distributed to
them, subject to customary conditions. These stockholders, who owned in the aggregate approximately 21.3% of
NTLs outstanding shares as of September 30, 2003, will purchase 7,626,309
shares as a result of the exercise of their rights. The rights offering is
being underwritten by Deutsche Bank Securities Inc, Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. as lead underwriters and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Credit Suisse First Boston LLC
and UBS Securities LLC as co-managers. The underwriters have committed to
purchase up to 28,123,691 of the shares at the same purchase price to be paid
by stockholders, subject to customary conditions.

19



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##### Table of Contents



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




ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits:
| | --- |  | ---------

31
    
    Certification of CEO and CFO* pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.32
    
    Certification of CEO and CFO* pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




| | (b) |  | Reports on Form 8-K:
| | --- |  | --------------------



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



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of NTL Group Limited, our sole
managing member, and the latter is the Chief Financial Officer of NTL, our, and
NTL Group Limiteds, indirect parent.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20



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##### Table of Contents



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




SIGNATURES

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

NTL (TRIANGLE) LLC(Registrant)
By:
    NTL Group Limited
its Sole Managing MemberDate: November 14, 2003
    
    By: /s/ Robert MackenzieRobert Mackenzie
(Director of NTL Group Ltd., the sole
managing member)Date: November 14, 2003
    
    By: /s/ Scott E. SchubertScott E. Schubert
(Director of NTL Group Ltd., the sole
managing member)


21



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##### Table of Contents



Exhibit 31

CERTIFICATION

I, Robert Mackenzie, 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 statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal control over financial reporting.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2003

/s/ Robert Mackenzie

Robert Mackenzie
Director of NTL Group Limited,
The sole managing member of the NTL (Triangle) LLC *



---



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of ntl Group Limited, our
sole managing member, and the latter is the Chief Financial Officer of
NTL, our indirect parent.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents



Exhibit 31

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 statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | a) |  | All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal control over financial reporting.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: November 14, 2003

/s/ Scott E. Schubert

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



---



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of ntl Group Limited, our
sole managing member, and the latter is the Chief Financial Officer of
NTL, our indirect parent.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents



Exhibit 32

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of NTL (Triangle) LLC
(the Company) for the quarter ended September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the Report), Robert
Mackenzie and Scott E. Schubert, as Directors of NTL Group Limited, the sole
managing member of the Company, each hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to the best of his knowledge, that:



|(1) |  | The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------



|(2) |  | The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Robert Mackenzie

Name: Robert Mackenzie

Title: Director of NTL Group Limited,
          the sole managing member of NTL (Triangle) LLC*


Date: November 14, 2003


/s/ Scott E. Schubert

Name: Scott E. Schubert

Title: Director of NTL Group Limited,
          the sole managing member of NTL (Triangle) LLC*


Date: November 14, 2003


This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.



---



|* |  | We have no Chief Executive Officer or Chief Financial Officer. Robert
Mackenzie and Scott E. Schubert are directors of NTL Group Limited, our
sole managing member, and the latter is the Chief Financial Officer of
NTL, our indirect parent.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------