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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2000

                                       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 No. 333-41126-01

                                  COMPLETEL LLC
             (Exact name of Registrant as specified in its charter)

            Delaware                                            52-2073805
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)

 6300 South Syracuse Way, Suite 355
     Englewood, Colorado 80111                                          80111
(Address of principle executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (303) 741-4788

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X

         The aggregate market value of the voting stock held by nonaffiliates of
the Registrant, computed by reference to the last sales price of such stock, as
of the date hereof: N/A .

         The Registrant does not have any publicly traded classes of common
stock. As of March 1, 2001, the Registrant had 21,136.07 units outstanding.


<PAGE>

Item 1.  Business

Overview

     CompleTel LLC is a holding company with no operations other than the
operations conducted by our direct subsidiary CableTel Management, Inc. and our
indirect subsidiary CompleTel Europe N.V. We own 100% of CableTel Management,
Inc., a corporation we formed to provide personnel and management services to us
and our subsidiaries.

     Our principal operations have been conducted through CompleTel Europe N.V.,
a Netherlands public company that completed its initial public offering (IPO) on
March 30, 2000. Since May 1998, our investors have contributed funds to the
group's European subsidiaries, which have been controlled by CompleTel Europe
since January 1999. From its formation in December 1998 until February 2000,
CompleTel Europe has issued ordinary shares to us in consideration of cash and
receivables we contributed. Those shares were held of record by our wholly owned
subsidiary, CompleTel (N.A.) N.V., a Netherlands Antilles company and
beneficially by our members.

     Following the IPO, we held 118,758,060 ordinary shares, approximately 75.4%
of the outstanding share capital of CompleTel Europe. In the third quarter of
2000, as required by our limited liability company agreement, we began making
pro rata distributions of our interests in CompleTel Europe to our members. By
dividing the number of CompleTel Europe ordinary shares we held (118,758,060) by
the number of our membership units outstanding (123,964), the number of NV
shares represented by each membership unit was fixed at approximately 958 shares
per unit.

     A complete liquidation of CompleTel LLC is not currently possible, due to
continuing obligations among us and our members. Accordingly, we initiated
partial redemptions of membership units in exchange for the underlying number of
CompleTel Europe ordinary shares represented by the units redeemed. Partial
redemptions of units held by members residing in the United States and United
Kingdom took place on December 4, 2000, February 12, 2001 and February 28, 2001.
These redemptions occurred in a two-step process, whereby we first redeemed a
portion of our CompleTel (NA) NV shares in exchange for a pro rata number of
CompleTel Europe ordinary shares held by CompleTel (NA) NV, and then we redeemed
a portion of the redeeming members' units in exchange for a number of CompleTel
Europe ordinary shares equal to approximately 958 shares per unit. On December
4, 2000, we distributed an aggregate of 61,671,987 CompleTel Europe ordinary
shares in redemption of approximately 64,375 units and in February 2001, we
distributed an aggregate of 41,267,214 CompleTel Europe ordinary shares in
redemption of approximately 43,076 units.

     Some of our members completed a contribution transaction directly with
CompleTel Europe. In the contribution transaction, those members contributed a
portion of their membership units to CompleTel Europe in exchange for a number
of newly issued ordinary shares of CompleTel Europe equal to approximately 958
CompleTel Europe ordinary shares per unit contributed, the same number of
ordinary shares the contributors would have received had their membership units
been redeemed. The contribution transaction, completed on November 27, 2000,
resulted in the issuance of an aggregate of 3,142,162 CompleTel Europe ordinary
shares for approximately 3,280 CompleTel LLC units contributed. No other
consideration was given or received in the transaction.

     As a result of these distributions, as of December 31, 2000, we had reduced
our ownership of CompleTel Europe to 34.3%. Subsequently, in the first quarter
of 2001, we further reduced our ownership of CompleTel Europe to 8.1%.

     As of December 4, 2000, we no longer consider CompleTel Europe to be a
significant subsidiary, however since it was a significant subsidiary for 11 of
the 12 months covered by this report, we have included relevant information
about CompleTel Europe by referencing portions of its annual report incorporated
as Exhibit 99.1 hereto. To the extent there are forward looking statements in
CompleTel Europe's annual report, they are not and should not be considered to
be statements made by us.

     Unless otherwise indicated, "we," "our," "us" and words of similar import
used in this report refer to CompleTel LLC and its wholly owned subsidiaries.

     A description of the business and operations of CompleTel Europe is
provided under "Item 1. Business" in its 2000 annual report incorporated as
Exhibit 99.1 hereto.

Employees

     As of December 31, 2000, we had 10 employees, all of whom are employees of
CableTel Management. Our employees are not covered by any collective bargaining
agreement. We believe that we enjoy good relationships with our employees.

     As of December 31, 2000 CompleTel Europe had 775 employees, described under
"Item 1. Business - Employees" in its 2000 annual report incorporated as
Exhibit 99.1 hereto.


Item 2.  Properties

     Our principal offices are located in Englewood, Colorado.

     CompleTel Europe's material properties are described under "Item 2.
Properties" in its 2000 annual report incorporated as Exhibit 99.1 hereto.


Item 3.  Legal Proceedings

     We are not party to any pending legal proceedings that we believe would,
individually or in the aggregate, have a material adverse effect on our
financial condition or results of operations.

     The legal proceedings for CompleTel Europe are described under "Item 3.
Legal Proceedings" in its 2000 annual report incorporated as Exhibit 99.1
hereto.


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

     The following matters were submitted to a vote of security holders during
the quarter ended December 31, 2000:

o        By written consent dated November 27, 2000 of the holders of a majority
         of units entitled to vote, the members authorized the amendments to the
         Amended and Restated Limited Liability Company Agreement and related
         transactions.

     There were no matters submitted to a vote of CompleTel Europe security
holders in the quarter ended December 31, 2000.


<PAGE>
                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     There is no public trading market for our common equity. The Company,
during the 2000 calendar year, made the following sales of unregistered
securities pursuant to Section 4(2) of the Securities Act of 1933:

o        January 15, 2000, we issued 100 common units for $206,500 aggregate
         consideration to a key employee;

o        March 30, 2000, in connection with the conversion of our preferred
         units to common units upon the completion of a qualified public
         offering of CompleTel Europe, we issued an aggregate of approximately
         490 common units to the holders of the preferred units in respect of
         the $8,008,088 aggregate yield on the preferred units so converted.

     CompleTel Europe market information is provided under "Item 5. Market for
Registrant's Common Equity and Related Stockholder Matters" in its 2000 annual
report incorporated as Exhibit 99.1 hereto.


Item 6.  Selected Financial Data

     The following selected consolidated financial data have been derived from
the audited consolidated financial statements included elsewhere in this report
which have been prepared in accordance with accounting principles generally
accepted in the U.S. The selected consolidated financial data set forth below
are qualified by reference to, and should be read in conjunction with, the
audited consolidated financial statements and notes thereto and also with "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations." As a result of the distributions described under "Item 1.
Business-Overview," effective December 1, 2000, we have accounted for our
investment in CompleTel Europe using the equity method of accounting.

     Similar information for CompleTel Europe can be found under the heading
"Item 6. Selected Financial Data" in its 2000 annual report incorporated as
Exhibit 99.1 hereto.
<TABLE>
<CAPTION>

                                                                                                     Commencement
                                                                                                     of Operations
                                                            Year Ended          Year Ended         (January 8, 1998)
                                                        December 31, 2000    December 31, 1999   to December 31, 1998
                                                        -----------------    -----------------   --------------------
                                                                             (In thousands)
Statement of operations data:
<S>                                                         <C>                 <C>                 <C>
Revenues...........................................         $   24,362          $    2,985          $       --
Network costs......................................             26,093               2,407                  --
Selling, general and administrative expenses.......             73,429              37,803               7,852
Non-cash compensation expense......................             55,881                 675                 192
Depreciation and amortization......................             17,721               4,534                  59
                                                            ----------          ----------          ----------
Operating loss.....................................           (148,762)            (42,434)             (8,103)
Other income (expense).............................            (23,789)             (9,411)                 11
                                                            ----------          -----------         ----------
Net loss before share in results of affiliated
     company, minority interest, extraordinary
     item and cumulative effect of change in
     accounting principle..........................           (172,553)            (51,845)             (8,092)
Share in results of affiliated company.............             (4,889)                 --                 --
Minority interest .................................             24,681               3,501                  --
Extraordinary item.................................              1,012                  --                  --
Cumulative effect of change in accounting principle               (243)                 --                  --
                                                            -----------         -----------         ----------
Net loss                                                    $ (151,990)         $  (48,344)         $   (8,092)
                                                            ===========         ===========         ==========
</TABLE>



<PAGE>


<TABLE>
<CAPTION>


                                                              As of                 As of                 As of
                                                        December 31, 2000     December 31, 1999     December 31, 1998
                                                        -----------------     -----------------     -----------------
                                                                                (in thousands)
Balance sheet data:
<S>                                                         <C>                   <C>                    <C>
Cash and cash equivalents............................       $    1,015            $   60,469             $   3,744
Property and equipment, net..........................       $      458            $   92,872             $   3,441
Investment in affiliated company.....................       $  134,282            $       --             $      --
Total assets.........................................       $  135,935            $  182,097             $  10,042
Long term debt.......................................               --            $   79,922             $      --
Total member's equity (deficit)......................       $  134,631            $  (64,360)            $  (8,418)
</TABLE>


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

     You should read the following discussion and analysis in conjunction with
the "Selected Consolidated Financial Data" and our audited consolidated
financial statements and the related notes thereto which are included elsewhere
in this prospectus. Such "Selected Consolidated Financial Data" and the audited
consolidated financial statements have been prepared using accounting principles
generally accepted in the U.S.

Overview

     Through our investment in CompleTel Europe, we are a rapidly growing,
facilities-based provider of switched telephony, data and Internet-related
services to business end-users, government entities, carriers and Internet
service providers in targeted markets in Western Europe. We were organized in
January 1998. We incorporated CompleTel Europe in December 1998, and through a
series of transactions in January 1999, CompleTel Europe became the holding
company for our European telecommunications businesses. We accounted for these
transactions as a reorganization of entities under common control, similar to a
pooling of interests. Accordingly, our historical results of operations are
presented as if CompleTel Europe had been legally formed on January 8, 1998 and
had performed all CLEC related development activities in Western Europe since
our inception.

     Prior to January 1, 2000, the functional currency for LLC and certain of
its subsidiaries, including CompleTel Europe, Management Co., CompleTel
Holdings, NANV, BV I, BV II and CompleTel ECC, was the U.S. dollar and the
functional currency for each of CompleTel Europe's operating subsidiaries was
the applicable local currency. Effective January 1, 2000, CompleTel Europe and
each of its subsidiaries, except those in the United Kingdom, adopted the euro
as their functional currency, and as their financial reporting currency.

     CompleTel Europe has generated operating losses and negative cash flow from
its operating activities to date.

     As a result of the distribution and contribution transactions described
under "Item 1. Business-Overview" above, we no longer exercise majority voting
control over CompleTel Europe. As of December 1, 2000, CompleTel Europe is no
longer a consolidated entity in our financial statements and, for the month of
December, we have accounted for our investment in CompleTel Europe under the
equity method of accounting. After the February 2001 distributions, our interest
in CompleTel Europe was further decreased to less than 10%. Beginning in March
2001, we will account for our interest in CompleTel Europe at fair value as an
"available for sale" marketable equity security.

Revenues

     CompleTel Europe's revenues consist of revenues from three principal
categories of service offerings: retail, including voice, data and Internet;
wholesale; and IDCs, web hosting and other Internet-related services.

         o    Retail Services. CompleTel Europe generates revenues from the
              voice, data and Internet services provided primarily to directly
              connected retail customers. CompleTel Europe has experienced
              growth in its retail services in the past year.

                 o  Voice services. CompleTel Europe derives substantially all
                    its revenues from the switched voice communications services
                    provided to customers directly connected to its networks
                    through owned fiber and leased lines. These revenues are
                    based primarily on traffic minutes billed. Revenues from
                    voice products accounted for approximately 24% of CompleTel
                    Europe's total revenues for the year ended December 31,
                    2000.

                 o  Data and Internet services. CompleTel Europe derives
                    revenues from the local dedicated access and private line
                    services provided customers for data connections over its
                    MANs. These revenues are based primarily on transmission
                    capacity provided. It also derives revenues by providing
                    high-capacity Internet protocol-based services and
                    interconnection between local area networks in each of the
                    cities in which its MANs operate. Revenues from these
                    services accounted for approximately 9% of CompleTel
                    Europe's total revenues for the year ended December 31,
                    2000.

         o    Wholesale services. CompleTel Europe derives revenues by providing
              transmission capacity on a wholesale basis to other carriers, as
              well as dial-up Internet access to Internet service provider
              customers.

                 o  Carrier and termination services. CompleTel Europe derives
                    revenues from the services it provides on a wholesale basis
                    to other telecommunications service providers that require
                    transmission capacity to support gaps in their networks,
                    need additional capacity or require alternate routing, or do
                    not have their own transmission facilities. It also
                    terminates traffic for other operators. These revenues,
                    which are based primarily on traffic minutes billed,
                    represented 13% of CompleTel Europe's revenues in the year
                    ended December 31, 2000.

                 o  Internet dial-up. CompleTel Europe also derives revenues
                    from the dial-up Internet access to ISP customers delivering
                    the traffic and plan to continue to do so both in France and
                    Germany. These revenues, which are based primarily on
                    transmission capacity provided, represented 28% of CompleTel
                    Europe's overall revenues in 2000.

         o    Internet data centers, web hosting and other Internet-related
              services. CompleTel Europe is beginning to derive revenues from
              the complex web hosting and other value-added Internet services
              provided at its IDCs. It also offers web site creation and
              maintenance services as well as miscellaneous dial-up services to
              certain IDC customers. Revenues from IDCs, web hosting and other
              Internet-related services accounted for approximately 26% of
              CompleTel Europe's total revenues for the year ended December 31,
              2000.

     CompleTel Europe derives revenues in France and Germany from all three of
its principal service offerings. In the United Kingdom, revenues are derived
solely from IDC, web hosting, Internet-related services and other miscellaneous
dial-up services. At year end 2000, CompleTel Europe had commercially launched
services in seven cities in France and four in Germany and had deployed five
IDCs in France, Germany and the United Kingdom.

Operating expenses

     Primary operating expenses consist of:

     o   network costs,

     o   selling, general and administrative expenses,

     o   non-cash compensation charges, and

     o   depreciation and amortization expenses.

Network costs

     Network costs include costs such as interconnection costs, the cost of
leasing high-capacity digital lines that interconnect the CompleTel Europe
network with the networks of other providers, the cost of leasing local loop
lines that connect its customers to its network, switch site rental and
operating and maintenance costs, as well as costs associated with its IDCs, web
hosting and other Internet-related services. CompleTel Europe leases dark fiber
and conduit on a limited basis to establish and augment MANs in certain markets.
CompleTel Europe also leases fiber to connect its MANs, in order to provide an
IP backbone to support its IDCs, web hosting and other Internet-related
services. It incurs other fixed costs, such as switch site rent and network and
switch maintenance that normally are incurred at the time of interconnection in
anticipation of future revenues. In 2000, CompleTel Europe was able to deploy
networks faster than initially anticipated; as a result, it experienced higher
incremental costs.

Selling, general and administrative expenses

     CompleTel Europe's selling, general and administrative expenses include
costs relating to sales and marketing department, customer care, billing,
corporate administration, salaries and other personnel costs, as well as legal
and consultant fees.

     CompleTel Europe has assembled a large, locally-based, direct sales force
in its local and regional markets and a national account team to service
multiple location customers and key account executives. During the year ended
December 31, 2000, the number of employees increased by 401, to 775, including
179 employees in the sales and marketing area, compared to 108 sales and
marketing employees as of December 31, 1999.

Non-cash compensation charges

     CompleTel Europe incurs amortization of stock-based compensation expense
under its fixed stock option plan based on the deferred compensation at the date
of grant. In addition, based upon our value as determined at the time of
CompleTel Europe's IPO, CompleTel Europe recorded compensation expense for
performance vesting units that vested as a result of the IPO and deferred
compensation for performance vesting units that did not vest as a result of the
IPO, but which may vest upon a qualified sale by Madison Dearborn Partners or in
May 2005 based on a deemed vesting date. The deferred compensation is being
amortized to expense over the remaining vesting period to May 18, 2005 (deemed
vesting date if not prior due to a qualified sale by Madison Dearborn Partners).
The recorded amount of compensation expense and deferred compensation for these
two variable awards are adjusted at each reporting date to reflect management's
estimate of the number of such units that will ultimately vest and the fair
market value of those units as of the end of the reporting period based on the
then current market value of CompleTel Europe ordinary shares. In addition to
the above expenses, some of CompleTel Europe's employees have purchased common
units of CompleTel LLC for which CompleTel LLC incurs non-cash compensation
charges. CompleTel Europe records compensation expense and deferred compensation
for these time vesting units that vest at various times throughout the year; all
will be vested by November 2002. For accounting purposes, we record such
non-cash compensation charges as a deemed capital contribution with an
offsetting entry to deferred compensation. Deferred compensation is amortized to
expense over the vesting period of the common units. The non-cash compensation
charges are attributable to employees whose salary and benefits are otherwise
classified within selling, general and administrative expenses.

Depreciation and amortization

     We and CompleTel Europe record depreciation and amortization expense for
property and equipment, including network equipment, office furniture and
equipment, computer equipment and software, leasehold improvements and other
properties and construction in progress. Assets are stated at cost and are
depreciated when ready for their intended use on a straight line basis over
their estimated useful life. We started recording network equipment depreciation
during the period ended June 30, 1999 when CompleTel Europe initiated network
services. Network equipment is depreciated on a straight line basis over an
estimated useful life of three to eight years.

Other income and expense

     Other income in 2000 includes interest income on the investment of the
proceeds from CompleTel Europe's IPO and its offering of senior notes due 2010.
Until we received an exemption from regulation under the Investment Company Act
of 1940, we invested these proceeds in short-term maturities of U.S. treasury
bills. Subsequent to the receipt of the August 2000 exemption and the final
maturities of these U.S. treasury bills, we invested the proceeds in
euro-denominated investments.

     Interest expense recorded reflects interest on the 14% senior notes due
2010, the accretion of the 14% senior discount notes due 2009 and the
amortization of deferred financing costs. CompleTel Europe capitalizes a portion
of its interest costs as part of the construction cost of its networks, in
accordance with Statement of Financial Accounting Standards No. 34
"Capitalization of Interest Costs."

Foreign exchange loss and other expense

     CompleTel Europe's revenues, costs, assets and liabilities are, for the
most part, denominated in euro, which is its functional and reporting currency,
effective January 1, 2000. Therefore, CompleTel Europe is exposed to changes in
currency exchange rates due to U.S. dollar-denominated debt and investments. The
14% senior discount notes due 2009 expose CompleTel Europe to exchange rate
fluctuations as the payment of principal and interest on these notes will be
made in U.S. dollars, and a substantial portion of CompleTel Europe's future
cash flow used to service these payments will be denominated in local
currencies, including the euro. CompleTel Europe executed certain forward
currency contracts to hedge its risk against foreign currency fluctuations
between the U.S. dollar and the euro. Additionally, to avoid being considered an
investment company under the Investment Company Act of 1940, CompleTel Europe
invested in U.S. government treasury bills until an exemption was granted. As a
result, we incurred foreign exchange losses of approximately 15.1 million during
2000.

Results of operations

Eleven months ended November 30, 2000 compared to year ended December 31, 1999

     Until December 2000, we were the ultimate parent and approximately 75.4%
owner of CompleTel Europe. In December 2000, our ownership decreased to
approximately 34.3%. We have presented the following discussion, unless
otherwise noted, based on results in the first 11 months of 2000 to provide a
meaningful comparison to our 1999 results. For the month of December 2000, we
included our equity investment in CompleTel Europe's net loss as the line item
"Share of results of Affiliated Company" in the consolidated statement of
operations.

Revenues

     In the fourth quarter of 2000, we adopted, effective January 1, 2000, Staff
Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB
101"), which requires deferral and amortization of certain installation and
start-up revenues over the longer of the contract period or the expected
customer relationship. Previously such revenues were recognized upon CompleTel
Europe's service activation. Unless otherwise indicated, all revenue figures for
the 11 months ended November 30, 2000 reflect the adoption of SAB 101.

     Excluding the effect of SAB 101, revenues were approximately $25.6 million
for the 11 months ended November 30, 2000, an increase of $22.6 million from
$3.0 million for the year ended December 31, 1999. As adjusted for SAB 101,
revenues increased approximately $21.4 million to $24.4 million for the 11
months ended November 30, 2000. We attribute this increase in revenues to
CompleTel Europe's overall growth resulting from the implementation of its
business plan and the rapid deployment of its networks. Specifically, the
increase resulted from significant growth of its customer base, an increase in
traffic over its networks and a heightened demand for services from existing
customers. For the 11 months ended November 30, 2000, revenues from retail
services totaled $8.1 million; revenues from wholesale services totaled $9.6
million; and revenues from IDC, web hosting and other Internet-related services
totaled $6.7 million.

     In France, we had revenues of approximately $17.5 million for the 11 months
ended November 30, 2000, compared to $2.0 million for the year ended December
31, 1999. Revenues from CompleTel Europe's French operations represented
approximately 72% of our total revenues for the 11 months ended November 30,
2000. CompleTel Europe experienced steady growth in revenues from retail
customers in the seven French cities in which its MANs operate and overall
signed customer base in France as of December 31, 2000 grew to 787 customers.
The increase in CompleTel Europe's customer base and traffic resulted in a total
of 671 million minutes of use carried over its networks in France in the year
ended December 31, 2000.

     In Germany, we had revenues of approximately $1.9 million for the 11 months
ended November 30, 2000, compared to no revenues for the year ended December 31,
1999. These revenues represented approximately 8% of our revenues for the 11
months ended November 30, 2000. The increase in revenues in Germany resulted
from the fact that the traffic on CompleTel Europe's MANs in Germany did not
begin until November 1999. As of December 31, 2000, CompleTel Europe had over
109 signed business customers in Germany and in the year ended December 31, 2000
carried over 44 million minutes of use in Germany.

     In the United Kingdom, we had revenues of approximately $4.9 million for
the 11 months ended November 30, 2000, compared to approximately $1.0 million
for the year ended December 31, 1999. Revenues derived from CompleTel Europe's
IDC in London, its web hosting and other Internet-related services, represented
approximately 61% of our revenues in the United Kingdom for the 11 months ended
November 30, 2000. We also derived $1.9 million from miscellaneous dial-up
services in the United Kingdom during the 11 months ended November 30, 2000,
which represented 39% of our revenues in the United Kingdom.

Operating expenses

     Network costs. Our network costs for the 11 months ended November 30, 2000
increased to approximately $26.1 million from $2.4 million for the previous
year. This increase resulted primarily from the continued deployment of
CompleTel Europe's networks in France and Germany and the associated costs of
establishing interconnection and leasing arrangements. The increase also
resulted from increased customer traffic, which resulted in higher
interconnection payments to the incumbent telecommunications operators.

     Selling, general and administrative expenses. For the 11 months ended
December 31, 2000, selling, general and administrative expenses totaled
approximately $73.2 million, compared to $37.8 million for the year ended
December 31, 1999. This increase primarily resulted from the rapid growth in the
number of personnel, the expenses related to wages and salaries and CompleTel
Europe's heavy reliance throughout the year on external consultants for
management information system implementation. The increase also resulted from
administrative and start-up costs associated with the launches of CompleTel
Europe's IDC facilities.

     Non-cash compensation charges. We incurred amortization of stock-based
compensation expense of approximately $6.5 million under our fixed stock option
plan for the year ended December 31, 2000.

     We incurred additional stock-based compensation expense of approximately
$41.0 million upon completion of CompleTel Europe's IPO in March 2000 due to the
resulting vesting of certain CompleTel LLC performance vesting common units held
by certain employees in connection with a qualified public offering. This
compensation expense was based on the IPO price of $17.09 per share. In
addition, based upon our value as indicated in the IPO, we recorded compensation
expense and deferred compensation at the IPO date, of approximately $23.2
million and $72.4 million, respectively, for performance vesting units that
would not have vested as a result of the IPO but which may vest upon a qualified
sale by Madison Dearborn Partners or in May 2005 based on a deemed vesting date.
For the year ended December 31, 2000, we reduced previously recorded
compensation expense by approximately $12.8 million and deferred compensation by
approximately $58.1 million, based on the closing price per share on December
31, 2000.

     Depreciation and amortization. Depreciation and amortization increased to
approximately $17.7 million for the 11 months ended November 30, 2000, from
approximately $4.5 million for the previous year. The majority of this increase
resulted from the build-out of CompleTel Europe's MANs throughout France and
Germany. We started recording network depreciation during the quarter ended June
30, 1999 when CompleTel Europe initiated network services.

Other income and expense

     We recorded interest income of approximately $17.5 million during the 11
months ended November 30, 2000. For the year ended December 31, 1999, interest
income totaled approximately $2.8 million. The increase is the result of the
investment of CompleTel Europe's IPO proceeds and proceeds from its senior notes
due 2010.

     We incurred interest expense, net of approximately $9.3 million of
capitalized interest, of approximately $22.3 million during the 11 months ended
November 30, 2000. For the year ended December 31, 1999, interest expense
totaled $8.6 million, net of capitalized interest of $1.4 million. The interest
expense recorded reflects interest on CompleTel Europe's senior notes due 2010,
the accretion of its senior discount notes due 2009 and the amortization of
deferred financing costs.

     Foreign exchange loss and other expense. For the 11 months ended November
30, 2000, we recorded approximately $10.6 million foreign exchange loss related
to our investment in U.S. treasury bills required pending receipt of an
exemption from regulations under the Investment Company Act of 1940, and we
recorded an unrealized foreign exchange loss of $4.6 million related to the U.S.
dollar-denominated senior discount notes.

Net loss

     Our net loss for the 11 months ended November 30, 2000 was approximately
$171.3 million, compared to a net loss of $48.3 million for the prior year. This
increase resulted primarily from non-cash compensation charges in addition to
the general increases in the operating expenses as described above.

Year ended December 31, 1999 compared to the period commencing January 8, 1998
and ended December 31, 1998

Revenues

     We generated our first revenues in the quarter ended June 30, 1999. For the
year ended December 31, 1999, revenues totaled $3.0 million.

Network costs

     Network costs for the year ended December 31, 1999 totaled $2.4 million. We
did not incur network costs in the similar 1998 period.

Selling, general and administrative expenses

     For the year ended December 31, 1999, selling, general and administrative
expenses totaled $37.8 million compared to $7.9 million for the comparable
period in 1998. This increase was primarily due to the rapid growth of personnel
costs since commencement of operations. The number of employees increased from
36 as of December 31, 1998 to 374 as of December 31, 1999.

Depreciation and amortization

     For the year ended December 31, 1999, we recorded depreciation and
amortization expense of $4.5 million, compared to approximately $0.1 for the
similar period in 1998. This increase is due to increases in network and
non-network related property and equipment. We started recording network
depreciation during the quarter ended June 30, 1999 when CompleTel Europe
initiated network services.

Other income and expense

     We incurred interest expense, net of $1.4 million of capitalized interest,
of $8.6 million during the year ended December 31, 1999. The interest expense
recorded reflects the accretion of the senior discount notes and the
amortization of deferred financing costs. We capitalized a portion of our
interest costs as part of the construction cost of our networks, in accordance
with SFAS 34. Interest income for the same period was $2.8 million, which
resulted from the investment of the proceeds from the senior discount notes due
2009 and the investment of the available cash from equity contributions. We did
not recognize any significant amounts of interest expense or interest income
during 1998.

Net loss

     Our consolidated net loss during the year ended December 31, 1999, and the
period from commencement of operations (January 8, 1998) to December 31, 1998,
was $48.3 million and $8.1 million, respectively. The increase was primarily the
result of substantial start-up costs of the operating subsidiaries, primarily
our French subsidiary.

Statements of cash flows

     We had cash and cash equivalents of approximately $1.0 million as of
December 31, 2000, a decrease of approximately $59.5 million from $60.5 million
as of December 31, 1999. As of December 31, 1998, we had cash and cash
equivalents of $3.7 million.

     Details of the change in cash and cash equivalents since inception are set
forth in the table below. The activity for the year ended December 31, 2000
reflects the 11 months of consolidated activity of CompleTel Europe and one
month under the equity method of accounting.
<TABLE>
<CAPTION>

                                                                                      Commencement
                                                                                     of Operations
                                                    Year Ended       Year Ended       (January 8,
                                                   December 31,     December 31,        1998) to
                                                       2000             1999        December 31, 1998
                                                  ---------------  -------------    -----------------
                                                                  (in thousands)

<S>                                            <C>               <C>                <C>
   Cash flows from operating activities......  $ (106,364)       $ (33,280)         $ (3,944)
   Cash flows from investing activities......    (596,213)         (73,131)           (4,435)

   Cash flows from financing activities......     646,423          163,675            12,283
   Effect of exchange rates on cash..........      (3,300)            (539)             (160)
                                                ----------       -----------        ---------
   Net increase (decrease) in cash and cash
      equivalents............................     (59,454)          56,725             3,744
   Cash and cash equivalents at beginning
      of period..............................      60,469            3,744                --
                                               ----------        -----------     ------------
   Cash and cash equivalents at end of
      period.................................     $ 1,015        $   60,469         $  3,744
                                                  -------        ----------         --------
</TABLE>

Cash flows from operating activities

     During the year ended December 31, 2000, we used approximately $106.4
million in operating activities, a $73.1 million increase from the $33.3 million
used in operating activities for the prior year. This increase was primarily
related to the substantial organization and start-up costs we continued to incur
in the development of our networks during 2000. Our development efforts
increased significantly during the year 2000.

     During the year ended December 31, 1999, we used $33.3 million in operating
activities, compared to $3.9 million generated from operating activities during
1998. This change was primarily related to the substantial organization and
start-up costs incurred during the development of our networks. Our development
efforts increased significantly in the fourth quarter of 1998 and during 1999
upon our receipt of services licenses in France and Germany.

Cash flows from investing activities

     Our cash flow from investing activities was a use of approximately $596.2
million for the year ended December 31, 2000, compared to a use of approximately
$73.1 million for the prior year. The increase was primarily due to the
relinquishment of cash totaling approximately $354.1 million due to our
deconsolidation of CompleTel Europe in December 2000.

     Our cash flow from investing activities was a use of $73.1 million for the
year ended December 31, 1999, compared to a use of $4.4 million for the similar
period in 1998. The increase was due to increased capital expenditures primarily
related to our network development and purchases of office facilities and
equipment. Additionally, during the year ended December 31, 1999, we used $1.2
million and $0.4 million in cash to acquire all the outstanding capital stock of
Acces et Solutions Internet S.A.R.L. and Web International Networks Limited, now
iPcenta, respectively.

Cash flows from financing activities

     We had approximately $646.4 million of cash flows from financing activities
during the year ended December 31, 2000, compared to $163.7 million for the year
ended December 31, 1999. The increase was due to the net proceeds from CompleTel
Europe's IPO and the offering of its senior notes due 2010, less $14.2 million
used to repurchase a portion of the outstanding senior discount notes due 2009.
Cash flows from financing activities during 1999 resulted from proceeds from the
senior discount notes offering and equity contributions from CompleTel LLC.

     We had approximately 163.7 million of cash flows from financing activities
during the year ended December 31, 1999, compared to $12.3 million during 1998.
The increase resulted in part from increased cash contributions to CompleTel
LLC, which totaled approximately $104.7 million for the year ended December 31,
1999, compared to approximately $1.5 million during 1998.

Liquidity and capital resources

     The telecommunications business is capital intensive. We have needed and
CompleTel Europe will continue to need large amounts of capital to fund capital
expenditures, working capital, debt service and operating losses. As of November
30, 2000, prior to our deconsolidation of CompleTel Europe, we had $384.1
million of cash and restricted short-term investments, and $33.3 million of
restricted long-term investments in escrow for debt service (see below).

     Since January 1998, CompleTel LLC has received $107.9 million in private
equity contributions, of which $59.5 million was contributed to our French
operating subsidiary, $40.0 million was contributed to our German operating
subsidiary, $2.1 million was contributed to CompleTel Europe N.V., and the
remainder was retained by CompleTel LLC for start up expenditures on behalf of
CompleTel Europe N.V. and its subsidiaries.

     In February 1999, CompleTel Europe and CompleTel Holdings LLC completed a
units offering consisting of 14% senior discount notes due 2009 and class B
interests in CompleTel Holdings LLC resulting in gross proceeds in respect of
the units of approximately $75.0 million, of which $70.5 million was allocated
to the 14% senior discount notes due 2009, which represents a substantial
discount from the $147.5 million aggregate stated principal amount at maturity
of the notes. The remaining $4.5 million was allocated to the class B interests
of CompleTel Holdings LLC. Cash interest will not accrue on the 14% senior
discount notes due 2009 prior to February 15, 2004. Commencing February 15,
2004, cash interest on the notes will accrue at 14% per annum and will be
payable in cash on August 15 and February 15 of each year. The notes mature on
February 16, 2009. In April 2000, $27.0 million principal amount at maturity
were repurchased for $14.2 million.

     In January 2000, CompleTel Europe executed a (EURO)265 million senior
secured credit facility with Goldman Sachs International and BNP Paribas as
co-arrangers of the facility. Under the facility, the funds were to be available
to certain of CompleTel Europe subsidiaries in two tranches including a euro
term facility which was available until December 31, 2000, in the aggregate
amount of (EURO)105 million, and a euro revolving loan facility available until
December 31, 2002, in the aggregate amount of (EURO)160 million. The (EURO)160
million tranche was to become available after May 31, 2000, if the euro term
facility was fully drawn and other conditions were satisfied. Following December
31, 2002, up to (EURO)141 million of the outstanding advances under the euro
revolving loan facility were first to be converted into a term loan, and any
other outstanding advances were to become part of a (EURO)19 million working
capital facility. In April 2000, CompleTel Europe entered into a suspension
agreement with the lenders whereby it agreed not to borrow funds under the
credit facility in exchange for their agreement to suspend the application of
substantially all the representations, covenants and events of default. In
January 2001, CompleTel Europe extended the suspension agreement until April 11,
2001. CompleTel Europe is currently seeking a further extension of the
suspension of the credit facility until June 30, 2001.

     In March 2000, CompleTel Europe completed an initial public offering of
ordinary shares. It issued 31,280,000 ordinary shares in exchange for gross
proceeds of approximately (EURO)547.4 million, based on the public offering
price of (EURO)17.50 per share. A portion of the IPO shares, 8,343,931, were
offered in the United States at a public offering price of U.S.$17.09 per share.
After giving effect to the translation of U.S. dollars received for shares
offered in Europe, gross proceeds translated into euros totaled approximately
(EURO)551.4 million. CompleTel Europe is using the proceeds to develop further
fiber optic networks in target markets in France and Germany, to fund the
build-out of IDCs and the expansion of Internet-related services, to develop
complementary local access systems, to fund net operating losses and for general
corporate purposes.

     In April 2000, CompleTel Europe completed an offering of an aggregate
(EURO)200 million 14% senior notes due 2010. A portion of the proceeds were used
to repurchase $27.0 million principal amount at maturity of the 14% senior
discount notes due 2009. CompleTel Europe lent approximately $74.7 million of
the net proceeds to a wholly-owned subsidiary which used the funds to invest in
a portfolio of securities which is pledged as security for the 14% senior notes
due 2010. The proceeds of these pledged securities will be used to make the
first six interest payments on the 14% senior notes due 2010.

Capital Expenditures

     For the year ended December 31, 2000, we made capital expenditures of
approximately $212.4 million for property, equipment and acquisitions of
licenses necessary to deploy networks in our initial markets.

     During the year ended December 31, 1999 and the period from commencement of
operations (January 8, 1998) through December 31, 1998, we made capital
expenditures of $101.8 million and $4.4 million, respectively, for property and
equipment necessary to deploy networks in our initial markets.

New Accounting Pronouncements

     Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), establishes
accounting and reporting standards for derivative instruments, including certain
instruments embedded in other contracts, and for hedging activities. SFAS 133
requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. It also specifies the
accounting for changes in the fair value of a derivative instrument depending on
the intended use of the instrument and whether (and how) it is designated as a
hedge. During 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities--Deferral of the Effective Date of SFAS 133" ("SFAS 137")
which delayed the effective date of SFAS 133 until all fiscal quarters of fiscal
years beginning after June 15, 2000. Through December 31, 2000, the Company had
not entered into any transactions involving derivative financial instruments
and, accordingly, no impact is anticipated at this time.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 provides the staff's views in applying generally accepted
accounting principles to selected revenue recognition issues. We adopted SAB 101
in the fourth quarter of 2000 and applied the impact retroactively to January 1,
2000. Our statements of operations reflect the application of SAB 101, which
resulted in the deferral of approximately $1.9 million of installation revenues
into future periods. We have included the cumulative effect of change in
accounting principle in our consolidated statement of operations for the impact
related to periods prior to January 2000.

Euro conversion

     Effective January 1, 1999, the euro became the single legal currency of the
11 participating European Union member states, including The Netherlands, France
and Germany and the conversion rates of the currencies of the participating
member states were irrevocably fixed against the euro as of that date. Effective
January 1, 1999, the French franc, the German mark and the Netherlands guilder
ceased to be the legal currency. From January 1, 1999 until December 21, 2001,
the French franc, the German mark and the Netherlands guilder will continue to
be denominations of the euro and, as such, will be legal tender. The status of
the French franc, the German mark and the Netherlands guilder as denominations
of the euro will continue until, at the latest, June 30, 2002. On that date (or,
if these countries so determine, on some earlier date after January 1, 2002),
French francs, German marks and Netherlands guilders will be withdrawn from
circulation and will cease to be legal tender.

     Euro notes and coins are not expected to be issued before January 1, 2002.
Prior to that date, cash payments will continue to be made in the local
currencies. From January 1, 2002 until the local currencies are withdrawn and
cease to be legal tender, cash payments may be made by means of euro notes and
coins or by way of French francs, German marks and Netherlands guilders as
appropriate. As of January 1, 1999, any obligation to pay an amount in the local
currencies by credit to a local bank account may, at the payer's option, be
discharged either in the local currency or in euro. With effect from January 1,
2002, all amounts denominated in French francs, German marks or Netherlands
guilders, to be paid other than by way of cash must be paid in euro.

     We are not burdened with systems that must be redesigned to accommodate the
introduction of the euro as we have purchased and specified our business support
systems, including our billing systems, to accommodate euro transactions and
dual currency operations during the transition period. In addition, we intend to
require all vendors supplying third party software to us to warrant to us that
their programs support dual currency operations.

     We will be dependent on banks, customers and other providers to complete
business transactions and we will be exposed to problems inherent in these
third-party systems. During the transition period, to the extent we are
supplying local and national service, we may continue billings and collections
in the legal currency to avoid euro conversion problems. However, to the extent
we have international transactions, we will be exposed to euro-related risks.

     The establishment of the European Monetary Union may have a significant
effect on the economies of the participant countries. While we believe that the
introduction of the euro will eliminate exchange rate risks in respect of the
currencies of those member states that have adopted the euro, which includes
Germany and France, there can be no assurance as to the relative strength of the
euro against other currencies.





<PAGE>


Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

     Our investments consist primarily of an indirect ownership of CompleTel
Europe shares, a publicly traded company. As a result, we are exposed to changes
in stock prices. Changes in CompleTel Europe's stock prices can be expected to
vary as a result of general market conditions, technological changes, changes in
the telecommunications industry and other factors. We do not use collars or
equity swaps to hedge our investment position.

     We are not exposed to changes in foreign currency because although CableTel
management provides management services to CompleTel Europe, it is paid in U.S.
dollars for these services.

     Market Risk information for CompleTel Europe can be found under the heading
"Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in its
2000 annual report incorporated as Exhibit 99.1 hereto.


Item 8.  Financial Statements and Supplementary Data

     The information required by this Item 8 is incorporated into Part II of
this report by reference to the financial statements listed in Item 14 of this
report.

     The consolidated financial statements of CompleTel Europe can be found
under the heading "Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K and Supplementary Data" in its 2000 Annual report incorporated as
Exhibit 99.1 hereto.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

     There have been no disagreements with independent accountants on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure or any reportable events.


<PAGE>



                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     CompleTel LLC was formed as a Delaware limited liability company on January
8, 1998. We are managed by a board of directors that have appointed our
officers.

Directors

     Our Board of Directors consists of eight members:

Name                    Age      Position(s)
James E. Dovey          57       Chairman of the Board of Directors, Secretary
William H. Pearson      45       Director, President and Chief Executive Officer
James C. Allen          54       Director
Lawrence F. DeGeorge    56       Director
Paul J. Finnegan        48       Director
Royce J. Holland        52       Director
James H. Kirby          33       Director
James N. Perry, Jr.     40       Director

Officers

     The following list includes our officers and officers and employees of our
subsidiaries who are involved in our business affairs and operations.

Name                    Age      Position(s)
Richard N. Clevenger    55       Chief Technology Officer and Senior Vice
                                 President
David E. Lacey          54       Chief Financial Officer, Treasurer and Senior
                                 Vice President
John M. Hugo            40       Corporate Controller and Chief Accounting
                                 Officer

     James E. Dovey, one of the co-founders of CompleTel LLC has been a director
since its inception, chief executive officer from inception through December
1999, and chairman of its board since January 2000. He also served as the Chief
Executive Officer of CompleTel Europe from inception through December 1999, as a
managing director of CompleTel Europe from January 2000 through March 2000, and
as chairman of CompleTel Europe's supervisory board since March 30, 2000. Mr.
Dovey has over 30 years' experience in the telecommunications industry. In 1987,
Mr. Dovey founded United Cable International, a joint venture between United
Cable and United Artists, where he served as CEO until 1990 when that company
(by then renamed TCI International) merged with the United Kingdom assets of U S
WEST Inc. to form TeleWest Communications, plc. Mr. Dovey continued to serve as
CEO of TeleWest until his return to the U.S. in late 1992. From 1992 to 1994,
Mr. Dovey acted as a private consultant on a variety of U.S. and international
telecommunications and cable television projects for TCI, U S WEST Inc., and
other clients. From 1992 to 1995, Mr. Dovey served as Deputy Chairman for the
United Kingdom communications company, IVS Cable International, which developed
switched voice and data services in areas such as Oxford, Salisbury, and Andover
until the business was sold in 1995. In 1994, Mr. Dovey co-founded SPD CableTel
Management, Inc., where he actively explored various entrepreneurial
opportunities in the U.S. for providing converged cable and telephony services
prior to co-founding CompleTel LLC in January 1998.

     James C. Allen has served as a Director of CompleTel LLC since December
1998 and as a supervisory director of CompleTel Europe since March 30, 2000.
From March 1993 to January 1998, Mr. Allen was the CEO and Vice-Chairman of
Brooks Fiber Properties, Inc. Since June 1998, Mr. Allen has acted as an
investment director and member of Meritage Investment Partners LLC, a
Denver-based private equity firm that invests exclusively in telecommunication
companies. Mr. Allen also presently serves on the boards of directors of
WorldCom Inc., a publicly traded U.S. international telecommunications
company, and was a director of Verio Inc. and Open Access Broadband Networks,
Inc., privately held  companies. Mr. Allen also serves on the board of
directors of David Lipscomb University in Nashville, Tennessee.

     Lawrence F. DeGeorge has served as a Director of CompleTel LLC since
January 1998. Mr. DeGeorge also served as a Managing Director of CompleTel
Europe from January 2000 through March 30, 2000, when he resigned that position
and was elected to its supervisory board. Mr. DeGeorge is a private investor who
has managed and participated in a number of principal equity investments in
technology and communications companies, including, since December 1995, as
President and Chief Executive Officer of LPL Investment Group, Inc., LPL
Management Group, Inc., and DeGeorge Holdings Ltd. From June 1987 to January
1991, Mr. DeGeorge held various positions with Amphenol Corporation, including
serving as President from May 1989 to January 1991, as Executive Vice President
and Chief Financial Officer from June 1987 to May 1989, and as a director from
June 1987 until January 1991. Mr. DeGeorge also presently serves as a director
of Advanced Display Technologies which is publicly traded and of several private
companies, including GigaRed LLC, iplan networks, HomeSource Capital Mortgage
LLC and Cervalis LLC.

     Paul J. Finnegan has served as a Director of CompleTel LLC since May 1998.
Mr. Finnegan also served as a Managing Director of CompleTel Europe from January
2000 through March 30, 2000, when he resigned that position and was elected to
its supervisory board. Mr. Finnegan is a Managing Director of Madison Dearborn
Partners, Inc., a Chicago-based private investment firm where he specializes in
investing in companies in the communications industry. Prior to co-founding
Madison Dearborn Partners in 1993, Mr. Finnegan was an investment officer at
First Chicago Venture Capital for 11 years. He presently serves on the boards of
directors of Allegiance Telecom, Inc. and Rural Cellular Corporation, each of
which is publicly traded, and of several private companies, including GigaRed
LLC, iplan networks, Telemundo Holdings, Inc. and Reidman Holding Company. He is
a member of the board of trustees of The Skyline Fund, a small-cap mutual fund.

     Royce J. Holland has served as a Director of CompleTel LLC since August
1998 and as a supervisory director of CompleTel Europe since March 30, 2000. Mr.
Holland is a co-founder and the Chairman and CEO of Allegiance Telecom, Inc.
Prior to founding Allegiance Telecom, Inc., Mr. Holland was one of several
co-founders of MFS Communications Company, Inc., where he served as President
and Chief Operating Officer from April 1990 until September 1996 and as Vice
Chairman from September 1996 to February 1997. In January 1993, Mr. Holland was
appointed by President George Bush to the National Security Telecommunications
Advisory Committee. Mr. Holland also presently serves on the boards of directors
of Allegiance Telecom, Inc., and CSG Systems, and Choice One Communications,
which are all publicly traded companies.

     James H. Kirby has served as a Director of CompleTel LLC since May 1998 and
as a supervisory director of CompleTel Europe since March 30, 2000. Mr. Kirby is
a Director of Madison Dearborn Partners, Inc., a Chicago-based private
investment firm where he specializes in investing in companies in the
communications industry. Prior to joining Madison Dearborn Partners in 1996, Mr.
Kirby worked in investment banking and private equity investing at Lazard Freres
& Co. LLC and The Beacon Group LLC. He presently serves on the boards of
directors of several private companies, including iplan networks, GigaRed LLC,
 Madison River Communication, LLC, New Radio Tower GmbH, Prontonet S.p.A., Star
Technology Group Limited, OnCue Ltd. and Paetec Communications.

     James N. Perry, Jr. has served as a Director of CompleTel LLC since May
1998 and as a supervisory director of CompleTel Europe since March 30, 2000. Mr.
Perry is a Managing Director of Madison Dearborn Partners, Inc., a Chicago-based
private investment firm where he specializes in investing in companies in the
communications industry. Prior to co-founding Madison Dearborn Partners in 1993,
Mr. Perry was an investment officer at First Chicago Venture Capital for eight
years. He presently serves on the boards of directors of Allegiance Telecom,
Inc., Focal Communications Corporation, VoiceStream Wireless Corporation, each
of which is publicly traded, and Clearnet Communications, a privately held
company.

     William H. Pearson, one of the co-founders of CompleTel LLC, has served as
President of European Operations of CompleTel LLC since its inception and as its
Chief Executive Officer since January 2000. On March 30, 2000, he was elected as
a managing director, chief executive officer, and president of CompleTel Europe.
In 1994, Mr. Pearson co-founded SPD CableTel Management, Inc. with Mr. Dovey.
Between 1980 and 1994, Mr. Pearson held a variety of senior management positions
with U S WEST Inc. From 1983 to 1989, Mr. Pearson worked in U S WEST's cellular
division, including starting up its marketing department in 1983, becoming head
of strategic planning in 1986, and managing the Rocky Mountain region from 1987
to 1988. In 1989, Mr. Pearson relocated to the United Kingdom, and he served as
Senior Vice President of Marketing and Planning for TeleWest from 1990 to 1992,
where he worked to develop U S WEST's cable telephony strategy, and as Executive
Director of Business Development for U S WEST International from 1993 to 1994,
where he evaluated numerous local loop opportunities in Western Europe and Latin
America. In 1992, Mr. Pearson was an adjunct professor of graduate-level
marketing at the University of Wisconsin-Madison School of Business.

     Richard N. Clevenger, one of the co-founders of CompleTel LLC, has served
as Senior Vice President and Chief Technology Officer of CompleTel LLC since its
inception in January 1998, and as its Acting Chief Operating Officer since
August 1999. Since March 30, 2000 he has served as Chief Technology Officer of
CompleTel Europe. Mr. Clevenger has served in various market development and
technology management positions in domestic and international telecommunications
for over 30 years. Prior to co-founding CompleTel in 1998, Mr. Clevenger worked
from 1996 to 1997 as an independent management consultant on several business
strategy, technology, and implementation matters relating to cable television,
wireless cable, business and residential telephony, and business video,
including for SPD CableTel Management, Inc., which he joined full time in 1997.
Mr. Clevenger served as Senior Vice President and Chief Technology Officer for
KBLCOM, Inc. from 1987 to 1995, during which time his duties included: serving
as President and Chief Operating Officer of KBLCOM's business services
subsidiary, Paragon Business Systems; working as Vice President of Market
Development for KBLCOM's cable television subsidiary, KBL Ventures; and founding
and serving as President and Chief Operating Officer of the KBLCOM subsidiary,
FIBRCOM, a successful competitive access provider. From 1982 to 1987, Mr.
Clevenger was Vice President of Engineering and Technology for Cox Cable
Communications, Inc. From 1973 to 1982, Mr. Clevenger served as Vice President
of Engineering for United Cable Television of Colorado. From 1968 to 1973, Mr.
Clevenger held a variety of positions at Cablecom General, Inc., including
Division Engineer, General Manager, and Vice President of Engineering.

     David E. Lacey joined CompleTel LLC in December 1998 and was appointed
Chief Financial Officer and Treasurer of CompleTel LLC at that time. On March,
30, 2000 he was appointed Chief Financial officer of CompleTel Europe. Prior to
joining CompleTel LLC, Mr. Lacey served in a variety of positions for Storage
Technology Corporation including, from June 1996 to December 1998, as Executive
Vice President and Chief Financial Officer, from February 1995 to May 1996 as
Interim Chief Financial Officer and Corporate Vice President, and from October
1989 to February 1995, as Corporate Controller.

     John M. Hugo joined CompleTel LLC as its Corporate Controller in April
1999. On March 30, 2000 he was appointed corporate controller and Chief
Accounting Officer of CompleTel Europe. Prior to joining CompleTel LLC, Mr. Hugo
was the Assistant Corporate Controller for Jones Intercable, Inc. from 1994 to
1999. From 1988 to 1993, Mr. Hugo was employed with Arthur Andersen LLP's audit
and business advisory services division.

Election of directors; voting agreement; executive, audit, and
compensation committees

     CompleTel LLC's limited liability company agreement provides that
representatives serving on CompleTel LLC's board will be appointed and removed
by a majority vote of CompleTel LLC's equity holders (without cumulative
voting).

     Pursuant to a voting agreement, Madison Dearborn Partners, LPL Telcom
Messrs. Allen, Holland, Dovey, Pearson and Clevenger, and their respective
affiliates, have each agreed to vote all of their interests in CompleTel LLC in
such a manner as to elect the following persons to serve as Directors:

     o   four representatives designated by Madison Dearborn Partners,
     o   two representatives designated by LPL Investment Group, Inc.,
     o   one representative designated by the holders of a majority of the
         common interests of CompleTel LLC held by members of our management
         that continue to be employees of CompleTel LLC, to whom we refer to as
         our "management investors," and
     o   one outside representative designated by our management investors.

The number of representatives designated by Madison Dearborn Partners will be
reduced

     o   to three representatives if Madison Dearborn Partners ceases to hold at
         least 70% of its original position,
     o   to two if it holds less than 70% but at least 55% of its original
         position,
     o   to one if it holds less than 55% but at least 40% of its
         original position, and
     o   to none if it ceases to hold at least 40% of its original position.

The number of representatives designated by LPL Investment Group's will be
reduced

     o   to one representative if LPL Investment Group holds less than 70% but
         at least 40% of its original position, and
     o   to none if it ceases to hold at least 40% of its original position.

Upon a reduction in the number of representatives designated by Madison Dearborn
Partners from four to three as described above, the vacancy will not be filled
and the board will be reduced to seven representatives. Any other vacancies
created by reductions in the number of representatives that Madison Dearborn
Partners or LPL Investment Group are entitled to designate will be filled by the
holders of a majority of the preferred equity. Under the terms of the voting
agreement and the limited liability company agreement of CompleTel LLC, the four
representatives designated by Madison Dearborn Partners are entitled to five
votes so that such representatives possess a majority of the voting power of all
of the representatives on the board. This additional voting power will cease
when Madison Dearborn Partners no longer has the right to designate four
representatives.

Committees of the board of CompleTel LLC

     CompleTel LLC's board has three committees:

     o   the executive committee,
     o   the audit committee, and
     o   the compensation committee.

     The executive committee. The members of the executive committee are James
E. Dovey, Paul J. Finnegan and Lawrence F. DeGeorge. The executive committee
acts as the board of directors of CompleTel LLC's operating subsidiaries. In
addition, the executive committee is authorized to take certain actions on
behalf of the board, but such actions must be approved unanimously by the
members of the executive committee or they will be referred to the full board.

     The audit committee. The members of the audit committee are James H. Kirby
and Lawrence F. DeGeorge. The audit committee is responsible for making
recommendations to the board regarding the selection of independent auditors,
reviewing the results and scope of the audit and other services provided by
CompleTel LLC's independent accountants and reviewing and evaluating CompleTel
LLC's audit and control functions.

     The compensation committee. The members of the compensation committee are
Paul J. Finnegan, James C. Allen, Lawrence F. DeGeorge, and Royce J. Holland.
The compensation committee is responsible for reviewing, and as it deems
appropriate, recommending to the board, policies, practices and procedures
relating to the compensation of the officers and other managerial employees of
CompleTel and the establishment and administration of employee benefit plans.
The compensation committee exercises all authority under any director or
employee stock option, stock purchase or other rights plans of CompleTel, unless
the board appoints any other committee to exercise such authority, and advises
and consults with the officers of CompleTel as may be requested regarding
managerial personnel policies.

CompleTel Europe

     Information about CompleTel Europe's directors and officers can be found
under the heading "Item 10. Directors and Executive Officers of the Registrant"
in its 2000 annual report incorporated from Exhibit 99.1 hereto.


Item 11.  Executive Compensation

     The following table sets forth in summary form all compensation paid during
the years ended December 31, 2000, 1999 and 1998, to the Chief Executive Officer
and each Executive Officer of CompleTel LLC whose annual salary and bonus
exceeded $100,000 during such year:
<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                            Annual Compensation
                                                                                                      Other Annual
Name and principal position                            Fiscal Year     Salary ($)     Bonus ($)      Compensation
---------------------------                            -----------     ------         ---------      ------------
                                                                                                         ($)(1)
<S>                                                       <C>         <C>            <C>               <C>
William H. Pearson ..................................     2000        $189,262       $150,000          $173,005
President and Chief Executive Officer                     1999         183,750        183,750            78,576
                                                          1998         175,000         96,250            45,407

James E. Dovey .....................................      2000        $189,262       $ 94,631          $   --
Chairman of the Board and Secretary                       1999         183,750        183,750              --
                                                          1998         175,000         95,000              --

Richard N. Clevenger .................................    2000        $175,000        $87,500          $105,068
Senior Vice President and Chief Technology Officer        1999         157,500        157,500            33,768
                                                          1998         150,000         82,500            32,987

David E. Lacey .....................................      2000        $175,000        $87,500          $102,521
Senior Vice President and Chief Financial Officer(2)      1999         170,000         85,000              --
                                                          1998           7,083          --                 --
</TABLE>

-------------
(1)  Includes perquisites and other benefits paid in excess of 10% of the total
     annual salary and bonus received by such officer during the last fiscal
     year. These amounts consist of housing allowances, moving expenses and
     travel expenses associated with the relocation of these executives to Paris
     and their ongoing foreign service.

(2)  Mr. Lacey joined us in December 1998.

Employment agreements

     Messrs. Pearson, Dovey and Clevenger

     In May 1998, CompleTel LLC's wholly owned subsidiary, CableTel Management,
Inc., entered into employment agreements with each of Messrs. Pearson, Dovey and
Clevenger. Mr. Pearson's and Mr. Dovey's employment agreements were subsequently
amended effective as of January 1, 2000. The employment agreements for Messrs.
Pearson, Dovey and Clevenger include the following terms:

     Salary. During the course of their employment, Mr. Pearson and Mr. Dovey
are to receive an annual base salary of $175,000, and Mr. Clevenger is to
receive an annual base salary of $150,000. These salaries may be adjusted upward
by CableTel Management's board. In 1999, they were increased to $183,750,
$183,750 and $157,500, respectively, and in 2000 to $189,262, $189,262 and
$175,000 respectively.

     Bonus. At the end of each calendar year, each of Messrs. Pearson, Dovey and
Clevenger will be entitled to receive an incentive bonus of up to 55% of his
annual salary if certain performance benchmarks set by the board are achieved
during the year. For 1999, CableTel Management, Inc.'s board augmented the bonus
awards for each of these individuals.

     Tax equalization. As expatriates, Messrs. Pearson and Clevenger are subject
to additional taxes and different taxes than if they lived and worked in the
U.S. Consequently, their employment agreements contain tax equalization
provisions designed to ensure that they will be placed in substantially the same
economic position as if they were employed in the U.S. Mr. Clevenger terminated
his expatriate status as of July 31, 2000.

     Severance. Messrs. Pearson, Dovey and Clevenger will receive severance
benefits if their employment is terminated due to death, disability, or
nonperformance in an amount equal to their base salary and benefits for six
months in Mr. Dovey's case, or for nine months in the case of Messrs. Pearson or
Clevenger. Each is entitled to receive severance benefits equal to his base
salary and benefits for 24 months after the date of termination if he is
terminated without cause or if he is terminated or constructively terminated
within six months after a change in control. If the employee resigns or is
terminated for cause, he will not be entitled to severance benefits.

     Mr. Lacey

     In December 1998, CableTel Management, Inc. entered into an employment
agreement with Mr. Lacey, Senior Vice President and Chief Financial Officer,
subsequently amended effective as of January 1, 2000, which includes the
following terms, among others:

     Salary. During the course of his employment, Mr. Lacey is to receive an
annual base salary of $170,000, which salary may be adjusted upward by CableTel
Management's board. In 2000, his salary was increased to $175,000. Mr. Lacey's
employment agreement provides for that equalization. Mr. Lacey terminated his
expatriate status as of December 28, 2000.

     Bonus. At the end of each calendar year, beginning in 1999, Mr. Lacey will
be entitled to receive an incentive bonus of up to 50% of his annual salary if
he achieves during the year certain performance benchmarks set by CableTel
Management's board.

     Severance. Mr. Lacey will receive severance benefits in an amount equal to
his base salary and benefits for three months in the event his employment is
terminated due to his death or disability, for nonperformance, by us, without
cause, or within six months after a change of control. If his employment is
terminated for cause or he resigns, he will not be entitled to severance
benefits.


Compensation of members of the board of managers

     We will reimburse the members of the board of managers for their reasonable
out-of-pocket expenses incurred in connection with attending board or committee
meetings for CompleTel LLC or any of its subsidiaries. Additionally, we have
agreed to maintain existing levels of directors' and officers' indemnity
insurance coverage. Except Mr. Dovey, who is compensated as an employee of
CableTel Management, Inc., the members receive no other compensation for
services provided as a member of the board of managers, as a member of the board
of any of our subsidiaries, or as a member of any board committee.


Compensation committee interlocks and insider participation

     The members of the compensation committee include Messrs. Allen, DeGeorge,
Finnegan and Holland, each of whom is a Supervisory Director of CompleTel
Europe. Additionally, Messrs. Finnegan and DeGeorge are Managing Directors of
several of its principal subsidiaries. Mr. Dovey, who is Chairman of the Board,
currently is a Supervisory Director of CompleTel Europe and Managing Director of
several of its principal subsidiaries. Mr. Pearson, a member of the Board, is a
Managing Director of CompleTel Europe.

CompleTel Europe

     Information about compensation of CompleTel Europe's executives is provided
under the heading "Item 11. Executive Compensation" of its 2000 annual report
incorporated as Exhibit 99.1 hereto.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

     In September 2000, we initiated a plan to distribute a substantial portion
of our principal assets, 75.4% of the outstanding shares of CompleTel Europe, to
our members pursuant to the terms of our limited liability company agreement.
The distributions were accomplished by redeeming membership units in
consideration for the pro rata number of CompleTel Europe shares represented by
the redeemed units. Additionally, as discussed under "Item 1. Business -
Overview," some members participated in a contribution transaction with
CompleTel Europe, whereby they contributed their membership units to CompleTel
Europe in consideration for the number of new CompleTel Europe shares
represented by the contributed units. This resulted in CompleTel Europe becoming
the owner of more than five percent of our outstanding units. Some members
have chosen not to redeem or contribute their units for the time being. As a
result of these transactions, the beneficial ownership of our outstanding units
is substantially different from that previously reported.

     The following table sets forth the security ownership as of December 31,
2000 by each of the managers and named executive officers, all managers and
executive officers as a group and each owner of more than 5% of our equity
securities.


                                                                     Percentage
                                                                     of Common
Name of beneficial owner                              Common Units     Units
------------------------                              ------------   -----------
Directors and Named Executive Officers:
James E. Dovey(1)                                        2,070.08         3.2%
William H. Pearson(2)                                    6,836.31        10.6
Richard N. Clevenger(3)                                  1,465.56         2.3
David E. Lacey                                           1,172.30         1.8
James C. Allen                                              96.48         *
Royce J. Holland                                            96.48         *
Lawrence F. DeGeorge(4)(6)                              12,805.59        19.9
Paul J. Finnegan                                           ---            *
James H. Kirby                                             ---            *
James N. Perry, Jr.                                        ---            *
All directors and executive officers as a
  group (11 persons)                                    24,622.80        38.3

5% Owners:
Madison Dearborn Partners(5)                            30,994.98        48.2%
DeGeorge Telcom Holdings Limited Partnership(6)         12,805.59        19.9
CompleTel Europe N.V.(7)                                 3,279.91         5.1
-------
* Less than 1%

(1)  These interests are held by Mr. Dovey and Dovey Company LLC, over which Mr.
     Dovey has sole voting power.

(2)  These interests are held by Mr. Pearson, Haj LLC and Haj Pearson LLC, over
     which Mr. Pearson has sole control.

(3)  These interests are held by Mr. Clevenger and Clevenger Family Company LLC,
     over which Mr. Clevenger has sole control.

(4)  All of these units are owned by Mr. DeGeorge through DeGeorge Telecom
     Limited Partnership.

(5)  These common interests are held by Madison Dearborn Capital Partners II,
     L.P. Messrs. Finnegan, Kirby and Perry are managing directors of Madison
     Dearborn Partners, Inc. the general partner of the general partner of
     Madison Dearborn Capital Partners II, L.P. The address of Madison Dearborn
     Partners, Inc. is Three First National Plaza, Suite 3800, Chicago, Illinois
     60602.

(6)  Mr. DeGeorge is the Chairman and Chief Executive Officer of LPL Investment
     Group, Inc., the general partner of DeGeorge Holdings Limited Partnership,
     and his address is c/o LPL Investment Group, Inc., 140 Intracoastal Pointe,
     Suite 410, Jupiter, Florida 33477. Mr. DeGeorge has sole voting and
     investment power over the units owned by DeGeorge Telcom Holdings Limited
     Partnership.

(7)  These units were received by CompleTel Europe in the November 2000
     contribution transaction.

CompleTel Europe

     Information about beneficial ownership of CompleTel Europe can be found
under the heading "Item 12. Security Ownership of Certain Beneficial Owners and
Management" of its 2000 annual report incorporated as Exhibit 99.1 hereto.


Item 13.  Certain Relationships and Related Transactions

January 1999 equity contribution

     In January 1999, in connection with a corporate restructuring, CompleTel
LLC contributed $58 million of equity, in cash and receivables, and in exchange,
CompleTel Europe issued 73,537,325 shares. Of the $58.0 million contributed by
CompleTel LLC, $6.2 million was a receivable, and $51.8 million was cash. In
connection with that transaction, Madison Dearborn Partners and DeGeorge
Holdings, each a beneficial owner of more than 5% of outstanding membership
units of CompleTel LL, purchased additional CompleTel LLC preferred interest for
$2.51 million and $1.06 million, respectively, representing 2,847,053 and
1,202,341 CompleTel Europe shares; and Mr. Dovey, who is a Director, Mr.
Pearson, who is a Director and Chief Executive Officer, and Messrs. Clevenger
and Lacey, executive officers, purchased additional CompleTel LLC preferred
interests for an aggregate of $57,000, representing 64,654 shares of CompleTel
Europe.

November 1999 equity contribution

     Madison Dearborn Partners and DeGeorge Holdings, each a beneficial owner of
more than 5% of our outstanding membership units, purchased CompleTel LLC
preferred interests for $20.21 million and $8.34 million, respectively,
representing 9,882,914 and 4,111,779 shares of CompleTel Europe respectively.
Additionally, Messrs. Dovey, Allen and Holland, each of whom is a Director,
purchased CompleTel LLC preferred interests for $0.48 million, $0.23 million and
$0.23 million, respectively, representing 238,200, 111,160 and 111,160 shares,
respectively, of CompleTel Europe; and Mr. Pearson, who is a Director and Chief
Executive Officer, and Messrs. Clevenger and Lacey, each an executive officer,
purchased CompleTel LLC preferred interests for $0.20 million, $0.17 million and
$0.20 million respectively, representing 98,683, 83,937 and 98,683 shares,
respectively, of CompleTel Europe.

CompleTel Europe

     Information concerning affiliate relationships and transactions for
CompleTel Europe is provided under "Item 13. Certain Relationships and Related
Transactions" in its 2000 annual report incorporated as Exhibit 99.1 hereto.


<PAGE>


                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Financial Statements

     The following financial information is incorporated by reference into Part
     II of this report and is filed as part of this report:

Financial Statements of CompleTel LLC

     Report of Independent Accountants

     Consolidated Balance Sheet as of December 31, 2000 and 1999

     Consolidated Statements of Operations for the years ended December 31, 2000
     and 1999, and the Period from Commencement of Operations (January 8, 1998)
     to December 31, 1998

     Consolidated Statements of Members' Equity (Deficit) for the years ended
     December 31, 2000 and 1999, and the Period from Commencement of Operations
     (January 8, 1998) to December 31, 1998

     Consolidated Statements of Cash Flows for the years ended December 31, 2000
     and 1999, and the Period from Commencement of Operations (January 8, 1998)
     to December 31, 1998

     Notes to Consolidated Financial Statements

Financial Statement Schedules

         Schedules have been omitted, because the information required to be
shown in the schedules is not applicable or is included elsewhere in your
financial statements or the notes thereto.

Exhibits

         The exhibits filed in response to Item 601 of Regulation S-K are listed
in the Exhibit Index starting on page II-2 of this report.

Reports on Form 8-K

         None.


<PAGE>


<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS
                                OF COMPLETEL LLC


<S>                                                                                                            <C>
        Report of Independent Accountants..................................................................    F-2

        Consolidated Balance Sheets as of December 31, 2000 and 1999.......................................    F-3

        Consolidated Statements of Operations for the Years Ended December 31, 2000 and 1999 and
          for the Period from Commencement of Operations (January 8, 1998) to December 31, 1998............    F-4

        Consolidated Statements of Members' Equity (Deficit) for the Years Ended December 31, 2000
          and 1999 and for the Period from Commencement of Operations (January 8, 1998) to
          December 31, 1998 ...............................................................................    F-5

        Consolidated Statements of Cash Flows for the Years Ended December 31, 2000 and 1999 and for
          the Period from Commencement of Operations (January 8, 1998) to December 31, 1998................    F-6

        Notes to Consolidated Financial Statements.........................................................    F-7
</TABLE>

                                      F-1
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS


To CompleTel LLC:

         We have audited the accompanying consolidated balance sheets of
COMPLETEL LLC (a Delaware limited liability company) and subsidiaries (the
"Company") as of December 31, 2000 and 1999 and the related consolidated
statements of operations, members' equity and cash flows for the years ended
December 31, 2000 and 1999, and for the period from commencement of operations
(January 8, 1998) to December 31, 1998 (after corporate reorganization--see Note
1). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CompleTel LLC and
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for the years ended December 31, 2000 and 1999,
and for the period from the commencement of operations (January 8, 1998) to
December 31, 1998, in conformity with accounting principles generally accepted
in the United States.

                                                     ARTHUR ANDERSEN

Amstelveen, The Netherlands
March 30, 2001.


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                         COMPLETEL LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
           (Stated in thousands of U.S. Dollars, except unit amounts)
                  (After Corporate Reorganization--See Note 1)

                                                                                                  December 31,       December 31,
                                                                                                      2000               1999
                                                                                               ------------------  ----------
                                     ASSETS
                CURRENT ASSETS:
                   <S>                                                                            <C>                <C>
                   Cash and cash equivalents................................................      $     1,015        $    60,469
                   Accounts receivable......................................................              --               1,702
                   Prepaid expenses, VAT receivables and other current assets...............              137             14,892
                                                                                                  -----------        -----------
                      Total current assets..................................................            1,152             77,063
                                                                                                  -----------        -----------
                NON-CURRENT ASSETS:
                   Property and equipment, net..............................................              458             92,872
                   Licenses and other intangibles, net......................................              --               4,938
                   Deferred financing costs, net............................................              --               6,352
                   Other non-current assets.................................................               43                872
                INVESTMENT IN AFFILIATED COMPANY............................................          134,282                --
                                                                                                  -----------        ----------
                      Total non-current assets..............................................          134,783            105,034
                                                                                                  -----------        -----------
                TOTAL ASSETS................................................................      $   135,935        $   182,097
                                                                                                  ===========        ===========
                                  LIABILITIES AND MEMBERS' EQUITY/(DEFICIT)
                CURRENT LIABILITIES:
                   Network vendor payables..................................................      $       --         $    28,711
                   Accrued liabilities and trade accounts payable...........................            1,304             24,076
                                                                                                  -----------
                      Total current liabilities.............................................            1,304             52,787
                                                                                                  -----------        -----------
                LONG-TERM DEBT..............................................................              --              79,922
                                                                                                  -----------        -----------
                MINORITY INTEREST...........................................................              --                 279
                COMMITMENTS AND CONTINGENCIES (Note 6)
                REDEEMABLE CUMULATIVE CONVERTIBLE PREFERRED UNITS:
                   No par value, -0-, and 84,070 units authorized, issued and outstanding,
                      respectively..........................................................              --             113,469
                MEMBERS' EQUITY (DEFICIT):
                   Common units, no par value; 131,494 units authorized; 59,467 and 18,485
                      units issued and outstanding, respectively............................          381,861             30,065
                   Deferred compensation....................................................          (16,179)           (28,495)
                   Other cumulative comprehensive loss......................................          (14,690)            (3,912)
                   Accumulated deficit......................................................         (216,361)           (62,018)
                                                                                                  -----------        -----------
                TOTAL MEMBERS' EQUITY/(DEFICIT).............................................          134,631            (64,360)
                                                                                                  -----------        -----------
                TOTAL LIABILITIES AND MEMBERS' EQUITY/(DEFICIT).............................      $   135,935           $182,097
                                                                                                  ===========        ===========
</TABLE>
              The accompanying notes are an integral part of these
                          consolidated balance sheets.


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                         COMPLETEL LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
     (Stated in thousands of U.S. Dollars, except unit and per unit amounts)
                  (After Corporate Reorganization--See Note 1)
                                                                                                   Commencement
                                                                                                  of Operations
                                                           Year Ended          Year Ended      (January 8, 1998) to
                                                        December 31, 2000   December 31, 1999   December 31, 1998
                                                        -----------------   -----------------   -----------------
<S>                                                       <C>                 <C>                 <C>
REVENUES                                                  $    24,362         $     2,985         $       --
OPERATING EXPENSES:
   Network costs....................................           26,093               2,407                 --
   Selling, general and administrative..............           73,429              37,803               7,852
   Non-cash compensation expense....................           55,881                 675                 192
   Depreciation and amortization....................           17,721               4,534                  59
                                                          -----------         -----------         -----------
      Total operating expenses......................          173,124              45,419               8,103
                                                          -----------         -----------         -----------
OPERATING LOSS......................................         (148,762)            (42,434)             (8,103)
                                                              -------         -----------         -----------
OTHER INCOME (EXPENSE):
   Interest income..................................           17,538               2,814                  11
   Interest expense, net of capitalized interest....          (22,309)             (8,604)                --
   Foreign exchange loss and other expense..........          (19,018)             (3,621)                --
                                                          -----------         -----------         ----------
      Total other income (expense)..................          (23,789)             (9,411)                 11
                                                          -----------         -----------         -----------
NET LOSS BEFORE SHARE IN RESULTS OF AFFILIATED COMPANY
   AND MINORITY INTEREST............................         (172,551)            (51,845)             (8,092)
SHARE IN RESULTS OF AFFILIATED COMPANY..............           (4,889)                --                  --
MINORITY INTEREST ..................................           24,681               3,501                 --
                                                          -----------         -----------         ----------
NET LOSS BEFORE EXTRAORDINARY ITEM AND CUMULATIVE
   EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.........         (152,759)            (48,344)             (8,092)
EXTRAORDINARY ITEM--Gain on early extinguishment of
   debt                                                         1,012                 --                  --
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.             (243)                --                  --
                                                          -----------         -----------         ----------
NET LOSS                                                     (151,990)            (48,344)             (8,092)
ACCRETION OF REDEEMABLE CUMULATIVE CONVERTIBLE
   PREFERRED UNITS..................................           (2,353)             (5,219)               (363)
                                                          -----------         -----------         -----------
NET LOSS APPLICABLE TO COMMON UNITS.................      $  (154,343)        $   (53,563)        $    (8,455)
                                                          ===========         ===========         ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                         COMPLETEL LLC AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
     (Stated in thousands of U.S. Dollars, except unit and per unit amounts)
                  (After Corporate Reorganization--See Note 1)

                                                                                                            Other
                                                                 Common Units                            Cumulative
                                                           ----------------------------    Deferred    Comprehensive    Deficit
                                                               Number         Amount      Compensation        Loss     Accumulated
                                                           ------------   --------------  ------------  ------------   -----------
<S>                                                              <C>        <C>            <C>            <C>           <C>
BALANCE, January 8, 1998..................................         --       $     --       $     --       $     --      $     --
   Deemed issuance of common units at formation (actual
      issuance May 18, 1998)..............................       2,400            --             --             --            --
   Issuance of common units at May 18, 1998 for services
      provided............................................       2,925            115            --             --            --
   Issuance of common units at August 24, 1998 for
      services provided...................................         263             13            --             --            --
   Issuance of forfeitable common units...................      10,797            609           (604)           --            --
   Amortization of deferred compensation..................         --             --              64            --            --
   Accretion of redeemable cumulative convertible
      preferred units.....................................         --             --             --             --           (363)
   Cumulative translation adjustments.....................         --             --             --            (160)          --
   Net loss...............................................         --             --             --             --         (8,092)
                                                               -------      ---------      ---------      ---------     ---------

BALANCE, December 31, 1998................................      16,385      $     737      $    (540)     $    (160)    $  (8,455)
                                                               -------      ---------      ---------      ---------     ---------

   Cancellation of units deemed issued at formation and
      units issued for services provided..................      (2,250)           (61)            61            --            --
   Issuance of forfeitable common units to management
      investor............................................       2,250            300           (300)           --            --
   Repurchases of previously issued forfeitable common
      units                                                       (121)           (24)            24            --            --
   Issuance of forfeitable common units...................       2,221          1,915         (1,915)           --            --
   Issuance of subsidiary stock options...................         --          26,500        (26,500)           --            --
   Gain on issuance of equity at subsidiary...............         --             698            --             --            --
   Amortization of deferred compensation..................         --             --             675            --            --
   Accretion of redeemable cumulative convertible
      preferred units.....................................         --             --             --             --         (5,219)
   Cumulative translation adjustments.....................         --             --             --          (3,752)          --
   Net loss...............................................         --             --             --             --        (48,344)
                                                               -------      ---------      ---------      ---------     ---------

BALANCE, December 31, 1999................................      18,485      $  30,065      $ (28,495)     $  (3,912)    $ (62,018)
                                                               -------      ---------      ---------      ---------     ---------

   Issuance of forfeitable common units...................         100      $   1,150      $  (1,150)     $     --    $        --
   Repurchase of forfeitable common units.................        (719)           --          (3,007)           --            --
   Conversion of redeemable cumulative convertible
      preferred units to forfeitable common units.........     105,976        114,681            --             --            --
   Gain on issuance of equity at subsidiary...............         --         375,780            --             --            --
   Deferred compensation expense related to equity
     based incentive compensation plans...................         --          61,421        (55,890)           --            --
   Stock option issuances, net of forfeitures.............         --          (1,194)         1,194             --           --
   Amortization of deferred compensation..................         --              --         52,337             --           --
   Accretion of redeemable cumulative convertible
      preferred units.....................................         --             --             --              --        (2,353)
   Distribution of common units...........................     (64,375)      (168,167)           --          21,493           --
   Reversal of deferred compensation on options
     upon deconsolidation of CompleTel Europe.............         --         (18,832)        18,832            --            --
   Cumulative translation adjustments.....................         --             --             --         (32,271)          --
   Allocation of deferred compensation credit to minority
      interest                                                     --         (13,043)           --              --           --

   Net loss...............................................         --             --             --              --      (151,990)
                                                               -------      ---------      ---------      ---------     ---------

BALANCE, December 31, 2000................................      59,467      $ 381,861      $ (16,179)     $ (14,690)    $(216,361)
                                                               =======      =========      =========      =========     =========
</TABLE>
<TABLE>
<CAPTION>


                                                                Total
                                                           Comprehensive
                                                                  Loss           Total
                                                            -------------    ---------
<S>                                                             <C>          <C>
BALANCE, January 8, 1998..................................      $   --       $     --
   Deemed issuance of common units at formation (actual
      issuance May 18, 1998)..............................          --             --
   Issuance of common units at May 18, 1998 for services
      provided............................................          --             115
   Issuance of common units at August 24, 1998 for
      services provided...................................          --              13
   Issuance of forfeitable common units...................          --               5
   Amortization of deferred compensation..................          --              64
   Accretion of redeemable cumulative convertible
      preferred units.....................................          --            (363)
   Cumulative translation adjustments.....................         (160)          (160)
   Net loss...............................................       (8,092)        (8,092)
                                                                -------      ---------

BALANCE, December 31, 1998................................      $(8,252)     $  (8,418)
                                                                =======      ---------

   Cancellation of units deemed issued at formation and
      units issued for services provided..................          --             --
   Issuance of forfeitable common units to management
      investor............................................          --             --
   Repurchases of previously issued forfeitable common
      units                                                         --             --
   Issuance of forfeitable common units...................          --             --
   Issuance of subsidiary stock options...................          --             --
   Gain on issuance of equity at subsidiary...............          --             698
   Amortization of deferred compensation..................          --             675
   Accretion of redeemable cumulative convertible
      preferred units.....................................          --          (5,219)
   Cumulative translation adjustments.....................       (3,752)        (3,752)
   Net loss...............................................      (48,344)       (48,344)
                                                                -------      ---------

BALANCE, December 31, 1999................................      $(52,096)    $ (64,360)
                                                                ========     ---------

   Issuance of forfeitable common units...................      $   --       $      --
   Repurchase of forfeitable common units.................          --          (3,007)
   Conversion of redeemable cumulative convertible
      preferred units to forfeitable common units.........          --         114,681
   Gain on issuance of equity at subsidiary...............          --         375,780
   Deferred compensation expense related to equity
     based incentive compensation plans...................          --           5,531
   Stock option issuances, net of forfeitures.............          --             --
   Amortization of deferred compensation..................          --          52,337
   Accretion of redeemable cumulative convertible
      preferred units.....................................          --          (2,353)
   Distribution of common units...........................       21,493       (146,674)
   Reversal of deferred compensation on options
     upon deconsolidation of CompleTel Europe.............          --             --
   Cumulative translation adjustments.....................      (32,271)       (32,271)
   Allocation of deferred compensation credit to minority
      interest                                                      --         (13,043)
                                                                             ---------
   Net loss...............................................      (151,990)     (151,990)
                                                                ---------    ---------

BALANCE, December 31, 2000................................      $(162,768)   $ 134,631
                                                                =========    =========

</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                         COMPLETEL LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Stated in thousands of U.S. Dollars)
                  (After Corporate Reorganization--See Note 1)
                                                                                                               Commencement
                                                                                                               of Operations
                                                                                                                (January 8,
                                                                          Year Ended          Year Ended         1998) to
                                                                      December 31, 2000   December 31, 1999  December 31, 1998
                                                                      -----------------   -----------------  -----------------
              OPERATING ACTIVITIES:
                <S>                                                      <C>                  <C>                <C>
                 Net loss...........................................     $ (151,990)          $  (48,344)        $   (8,092)
                 Adjustments to reconcile net loss to cash flows
                    from operating activities:
                    Depreciation and amortization...................         17,721                4,534                 59
                    Non-cash compensation expense...................         64,470                  675                192
                    Accretion of senior notes.......................         10,670                7,948                --
                    Share in loss of affiliated company.............          4,889                  --                 --
                    Amortization of deferred financing costs........          2,031                  570                --
                    Gain on early extinguishment of debt............         (1,012)                 --                 --
                    Foreign exchange loss                                    16,626                  --                 --
                    Minority interest in net loss...................        (24,475)              (3,501)               --
                    Changes in assets and liabilities:
                      Increase in accounts receivable...............        (12,692)             (15,176)              (537)
                      Increase in prepaid expenses, VAT receivables
                    and
                         other current assets.......................        (44,924)              (1,574)              (214)
                      Increase in other non-current assets..........           (806)                (629)              (287)
                      Increase in trade accounts payable and
                    accrued liabilities.............................         15,234               22,217              4,935
                      Net affiliate payables/receivables............         (2,106)                 --                 --
                                                                         ----------           ----------         ---------
                         Net cash flows used in operating activities       (106,364)             (33,280)            (3,944)
                                                                         ----------           ----------         ----------
              INVESTING ACTIVITIES:
                 Expenditures for property and equipment............       (191,371)             (97,527)            (3,485)
                 Increase in netware vendor payables................         18,986               28,711                --
                 Purchase of licenses and other intangibles.........         (2,880)              (4,315)              (950)
                 Offering proceeds and investment earnings placed
                    in escrow.......................................        (66,800)             (73,198)               --
                 Proceeds from escrowed offering and investment
                    earnings                                                    --                73,198                --
                 Relinquishment of cash due to the deconsolidation
                    of CompleTel Europe.............................       (354,148)                 --                 --
                                                                         ----------           ----------         ---------
                         Net cash flows used in investing activities       (596,213)             (73,131)            (4,435)
                                                                         ----------           -----------        ----------
              FINANCING ACTIVITIES:
                 Gross proceeds from senior notes offering..........        184,861               70,532                --
                 Proceeds from issuance of common units.............            --                     3                  5
                 Proceeds from initial public offering..............        487,202                  --                 --
                 Issuance of redeemable cumulative convertible
                    preferred units.................................            --                94,716             12,113
                 Issuance of equity in subsidiary...................            --                 4,478                --
                 Loan from member...................................            --                   --               1,300
                 Payment on loan from member........................            --                   --                (266)
                 Repurchase of senior discount notes................        (14,240)                 --                 --
                 Deferred financing costs...........................        (11,400)              (6,054)              (869)
                                                                         -----------          ----------         ----------
                         Net cash flows provided by financing
                    activities......................................        646,423              163,675             12,283
                 Effect of exchange rates on cash...................         (3,300)                (539)              (160)
                                                                         ----------           ----------         ----------
              NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..        (59,454)              56,725              3,744
              CASH AND CASH EQUIVALENTS, beginning of period........         60,469                3,744                --
                                                                         ----------           ----------         ---------
              CASH AND CASH EQUIVALENTS, end of period..............     $    1,015           $   60,469         $    3,744
                                                                         ==========           ==========         ==========
              NON-CASH INVESTING AND FINANCING ACTIVITIES:
                 Conversion of member loan to preferred units.......     $       --           $      --          $    1,034
                                                                         ==========           ==========         ==========
                 Accretion of redeemable cumulative convertible
                    preferred units.................................     $    2,353           $    5,219         $      363
                                                                         ==========           ==========         ==========
                 SAB No. 51 gain recorded in members' equity
                    related to issuance of equity in subsidiary.....     $      --            $      698         $      --
                                                                         ==========           ==========         =========
              SUPPLEMENTAL CASH FLOW DISCLOSURES:
              Deconsolidation of Affiliated Company:
                 Working Capital....................................     $   36,612           $      --
                 Property and equipment.............................       (235,474)                 --                 --
                 Investment.........................................        280,623                  --                 --
                 Other assets.......................................        (52,409)                 --                 --
                 Debt and minority interest.........................        324,796                  --                 --
                                                                         ----------           ----------         ---------
                 Total cash relinquished............................     $  354,148           $      --          $      --
                                                                         ==========           =========          =========
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                      F-6
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999
                  (After Corporate Reorganization--See Note 1)

(1)    Organization and Nature of Operations

         CompleTel LLC ("LLC") (together with its majority-owned subsidiaries,
the "Company") is a Delaware limited liability company. LLC was known as
CableTel Delaware LLC ("CableTel Delaware") from its formation on January 8,
1998 through May 18, 1998, when it was reorganized and renamed as CableTel
Europe LLC in connection with the admission of a new member. Effective August
20, 1998, CableTel Europe LLC changed its name to CompleTel LLC.

         The Company was formed with a strategic objective of becoming a leading
facilities-based operator of a technologically advanced, high-capacity, fiber
optic communications infrastructure and provider of telecommunications and
Internet-related services to business and government end-users, carriers and
Internet service providers in targeted metropolitan areas across Western Europe.
A facilities-based operator uses mainly its own telecommunications facilities to
provide service, in contrast with non-facilities-based resellers who purchase
the services of other providers and then retail the services to customers.

         As of December 31, 1998, LLC's direct and indirect wholly-owned
subsidiaries consisted of CableTel Management Inc. ("Management Co."), CompleTel
Europe N.V. ("CompleTel Europe"), CompleTel Holding I B.V. ("BVI"), CompleTel
Holding II B.V. ("BVII"), its French operating subsidiary, CompleTel SAS
("CompleTel France") (formerly known as CompleTel S.A.R.L.), its UK operating
subsidiary, CompleTel UK Limited ("CompleTel UK"), and its German operating
subsidiary, CompleTel GmbH ("CompleTel Germany"). CompleTel Europe was formed in
December 1998 for the purpose of completing a Rule 144A Offering (the
"Offering") (see Note 5) to finance the development of its switched local
telecommunications network and related services throughout France and Western
Europe. As of December 31, 1998, LLC's operating companies were held indirectly
through BVI and BVII. CompleTel Europe held no material assets or operations as
of December 31, 1998.

         In January 1999, LLC formed CompleTel Holdings LLC ("CompleTel
Holdings"), CompleTel ECC B.V. ("CompleTel ECC"), CompleTel (N.A.) N.V. ("NANV")
and CompleTel UK SPC ("CompleTel SPC"). CompleTel Holdings was formed to issue
the equity component of the Offering. CompleTel ECC was formed to be the group's
European corporate center and to hold the proceeds of the Offering, through an
escrow account, until CompleTel Europe received aggregate financing commitments
of at least $90 million (see Note 6). Through a series of transactions in the
restructuring, LLC contributed approximately $58 million of equity, consisting
of cash of approximately $52 million and accounts receivable of approximately $6
million, to CompleTel France. Also, through a series of restructuring
transactions, CompleTel SPC became a wholly-owned subsidiary of BVI, BVI was
contributed to CompleTel Europe, in exchange for the issuance of 73,537,325
additional ordinary shares and CompleTel Europe became a wholly-owned subsidiary
of NANV. Furthermore, LLC contributed its 100% interest in NANV to CompleTel
Holdings in exchange for all 19,596,429 Class A Membership Interests in
CompleTel Holdings. The Non-Voting Class B Membership Interests (aggregating
1,475,000 membership interests) in CompleTel Holdings were issued substantially
to unrelated parties in connection with the Offering (see Note 6). The
restructuring was accounted for as a reorganization of entities under common
control, similar to a pooling of interests.

                                      F-7
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1)   Organization and Nature of Operations (Continued)

         In November and December 1999, LLC received additional cash
contributions totaling approximately $42.1 million from new and existing
investors. As of December 31, 1999, LLC had contributed, through a series of
planned transactions, $40 million to CompleTel GmbH through intermediate
subsidiaries in exchange for one share of CompleTel GmbH, and contributed
approximately $2.1 million to CompleTel Europe through intermediate subsidiaries
in exchange for ordinary shares of CompleTel Europe. Through this series of
planned transactions, an intermediate subsidiary of LLC received one share of
CompleTel GmbH, which was contributed to BVI in February 2000 in exchange for
one BVI class B share. Also, in February 2000 the BVI share was contributed to
CompleTel Europe in exchange for ordinary shares in CompleTel Europe. These
transactions have been accounted for as a reorganization of entities under
common control.

         On March 30, 2000, CompleTel Europe completed its initial public
offering ("IPO") of ordinary shares. In the offering, CompleTel Europe issued
31,280,000 ordinary shares in exchange for gross proceeds of approximately
(EURO)547.4 million based on the euro public offering price of (EURO)17.50 per
share. A portion of the IPO shares, 8,343,931 were offered in the U.S. at a
public offering price of $17.09 per share. After giving effect to the
translation of U.S. dollars received for shares offered in the U.S., gross
proceeds translated into euros totaled approximately (EURO)551.4 million.
CompleTel Europe is using the proceeds to (i) further develop fiber optic
networks in its target markets in France and Germany, (ii) fund the build out of
its IDCs and expansion of its Internet-related services, (iii) develop
complimentary local access systems, (iv) fund net operating losses, and (v) for
general corporate purposes.

         In April 2000, CompleTel LLC liquidated CompleTel holdings and the
approximately 7.37 million ordinary shares of CompleTel Europe beneficially
owned by the holders of the Class B Membership Interests were distributed pro
rata.

         Following CompleTel Europe's initial public offering, LLC commenced
certain transactions that provided its members the ability to hold their
interests in CompleTel Europe directly rather than indirectly. In December 2000,
an aggregate 61,671,987 shares of CompleTel Europe were distributed to members
of LLC. As a result of this distribution and the contribution transaction
described in Note 3, LLC no longer exercises majority voting control over
CompleTel Europe and CompleTel Europe is not a consolidated entity in the
financial statements of LLC, effective December 1, 2000. As of December 31,
2000, LLC held an approximate 34.3% interest in CompleTel Europe.


                                      F-8
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         The Company has been principally engaged in developing the business
plans for CompleTel Europe. The execution of the business plan at the CompleTel
Europe level was included in applying for and procuring regulatory and
government authorizations, raising capital, hiring management and other key
personnel, working on the design, development and construction of CompleTel
Europe's fiber optic networks and operation support systems ("OSS"), negotiating
equipment and facilities agreements, and negotiating interconnection agreements
and certain right-of-way agreements. As a result of its development stage
activities, CompleTel Europe has experienced significant operating losses and
negative cash flows from operations. CompleTel Europe exited the development
stage during the fourth quarter of 1999.

         CompleTel Europe's ultimate success will be affected by the problems,
expenses and delays encountered in connection with the formation of any new
business and by the competitive environment in which CompleTel Europe intends to
operate. CompleTel Europe's performance will further be affected by its ability
to obtain licenses, properly assess potential markets, secure financing or raise
additional capital, design networks, acquire right-of-way and building access
rights, implement interconnection with incumbent public telecommunications
operators ("PTOs"), lease adequate trunking capacity from PTOs, purchase and
install switches in additional markets, implement efficient OSS and other back
office systems, develop a sufficient customer base, and attract, retain and
motivate qualified personnel. Delays or failure in receiving required regulatory
approvals or the enactment of new adverse regulations or regulatory requirements
may have a material adverse effect upon CompleTel Europe. Although management
believes that CompleTel Europe will be able to successfully mitigate these
risks, there is no assurance that it will be able to do so or that it will ever
operate profitably.

         See Note 3 for a discussion of certain redemption and contribution
transactions during November and December 2000 and early 2001.

(2)    Summary of Significant Accounting Policies

Basis of Presentation

         The accompanying consolidated financial statements of the Company have
been prepared in accordance with United States generally accepted accounting
principles ("U.S. GAAP"). The preparation of financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. The Company has adopted a calendar fiscal
year.


                                      F-9
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Principles of Consolidation

         The accompanying consolidated financial statements include the accounts
of LLC and its majority-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. Effective
December 1, 2000, LLC accounts for its investment in CompleTel Europe using the
equity method (see Note 3). The fair market value of LLC's equity method
investment in CompleTel Europe as of December 31, 2000 totaled approximately
$192.2 million.

Cash and Cash Equivalents

         For purposes of reporting cash flows, the Company considers all
marketable securities and commercial paper with maturities of ninety days or
less at acquisition as cash equivalents.

Short-term, Long-term Investments, Restricted

         Restricted investments include investments in Euro-denominated
securities related to CompleTel Europe's Senior Notes (Note 5) and have been
classified based on the expected expiration of such requirements.

Accounts Receivable

         Accounts receivable represent receivables from the Company's services,
less an allowance for doubtful receivables. The Company wrote off accounts
receivable balances totaling approximately $16,000 during the year ended
December 31, 2000 and had no write-offs during 1999.


                                      F-10
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2)   Summary of Significant Accounting Policies (Continued)

Prepaid Expenses, VAT Receivables and Other Current Assets

         Prepaid expenses consist of prepaid rent and prepaid insurance.
Prepayments are amortized on a straight-line basis over the life of the
underlying agreements. VAT receivables consist primarily of amounts due to
CompleTel Europe's subsidiaries for value added taxes ("VAT") paid on purchased
goods and services. VAT receivables are recoverable through a netting of VAT
payable on sales revenue or by a request for reimbursement to the applicable
taxing authority. Other current assets consist primarily of deposits on office
and switch location premises.

Property and Equipment

         Property and equipment includes network equipment, office furniture and
equipment, computer equipment and software, leasehold improvements, buildings
and construction in progress. These assets are stated at cost and are being
depreciated when ready for their intended use on a straight-line basis over the
estimated useful lives of the related assets as follows:
<TABLE>
<CAPTION>
                                                                                                                 Estimated
                                                                                                                Useful Life
            <S>                                                                                                  <C>
            Network equipment................................................................................    3 to 8 years
            Office furniture and equipment...................................................................         5 years
            Computer equipment and software..................................................................    3 to 5 years
            Leasehold improvements...........................................................................   9 to 12 years
            Buildings........................................................................................        20 years

</TABLE>
<TABLE>
<CAPTION>
 .           Property and equipment consisted of the following (in thousands):
                                                                                                  December 31,      December 31,
                                                                                                      2000              1999
                                                                                                 ----------------  ----------------
                   <S>                                                                              <C>               <C>
                   Network equipment......................................................          $      --         $  39,955
                   Office furniture and equipment.........................................                296             1,521
                   Computer equipment and software........................................                425             5,582
                   Leasehold improvements.................................................                 --             1,855
                   Buildings..............................................................                 --               206
                                                                                                  ---------------   ----------------
                   Property and equipment, in service.....................................                721            49,119
                   Less: accumulated depreciation.........................................               (263)           (4,215)
                                                                                                  ---------------   ----------------
                   Property and equipment, in service, net................................                458            44,904
                   Construction in progress...............................................                 --            47,968
                                                                                                  ---------------   ----------------
                   Property and equipment, net............................................          $     458         $  92,872
                                                                                                  ===============   ================
</TABLE>

         CompleTel Europe capitalized approximately $9.3 million and $1.4
million of interest for the years ended December 31, 2000 and 1999,
respectively.

Computer Software Costs

                                      F-11
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         The Company capitalized software used for internal purposes in
accordance with Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). Internal
and external costs incurred in the planning or conceptual development of
software for internal use are expensed as incurred. Once the planning or
conceptual development of software has been achieved, and the project has
reached the application or development stage, external direct costs of materials
and services used in the project, payroll and payroll-related costs for
employees who are directly associated with and who devote time to the project
(to the extent of the time spent directly on the project) and interest cost
incurred in the development of the project are capitalized. Training and routine
maintenance costs are expensed as incurred.

Deferred Financing Costs

         Costs to obtain financing were capitalized and amortized to interest
expense over the life of the related debt facility using the effective interest
method.

License Costs

         The Company capitalized third-party direct costs associated with
obtaining licenses. Capitalized license costs are amortized at commencement of
operations over the lives of the related licenses, ranging from 15 to 25 years.

Recoverability of Long-Lived Assets

         The Company evaluates the carrying value of its long-lived assets
whenever events or circumstances indicate the carrying value of assets may
exceed their recoverable amounts. An impairment loss is recognized when the
estimated future cash flows (undiscounted and without interest) expected to
result from the use of an asset are less than the carrying amount of the asset.
If an asset which is expected to be held and used is determined to be impaired,
then the asset would be written down to its fair market value based on the
present value of the discounted cash flows related to such asset. Measurement of
an impairment loss for an asset held for sale would be based on its fair market
value less the estimated costs to sell.

Revenue Recognition

         Revenues related to non-installation services offered by CompleTel
Europe are recognized in the period the services are delivered.

         Installation revenues are initially deferred upon receipt and amortized
to revenue over either the longer of the underlying contract period or the
expected customer relationship.

         As required, the Company adopted Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" ("SAB 101") in the fourth quarter
of 2000, retroactive to January 1, 2000. SAB 101 provides the staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. The Company's statements of operations reflect the
application of SAB 101, which resulted in the deferral of approximately $1.9
million of installation revenues. The cumulative effect of change in accounting
principle is reflected in the consolidated statement of operations for the
impact related to periods prior to January 2000. The cumulative effect related
to periods prior to January 2000 was immaterial to the consolidated financial
statements taken as a whole.

         One customer generated approximately 10% of CompleTel Europe's revenue
during 2000.

                                      F-12
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

         The Company accounts for stock-based compensation to employees using
the intrinsic value method prescribed in Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees and certain related
interpretations, including Financial Accounting Standards Board ("FASB")
Interpretation No. 44", "Accounting For Certain Transactions Involving Stock
Compensation--an interpretation of APB Opinion No. 25" ("FIN 44"). Deferred
compensation is amortized to expense over the vesting period of the related
equity-based awards. Non-cash compensation charges are primarily attributable to
employees whose salary and benefits are otherwise recorded in selling, general
and administrative expenses.

Income Taxes

         No provision has been made for federal, state or local income taxes
related to the LLC because they are the responsibility of the individual
members.

         Certain subsidiaries of the LLC are subject to corporate income tax
requirements and, accordingly, the Company accounts for income taxes under the
asset and liability method which requires recognition of deferred tax assets and
liabilities for the expected future income tax consequences of transactions
which have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
differences between the financial statement and income tax basis of assets,
liabilities and carryforwards using enacted tax rates in effect for the year in
which the differences are expected to reverse or the carryforwards are expected
to be utilized. Net deferred tax assets are then reduced by a valuation
allowance if management believes it is more likely than not they will not be
realized.

SAB No. 51 Accounting Policy--Sale of Stock by Subsidiaries

         The Company has adopted a policy of recording all gains attributable to
subsidiary common equity sales in the statement of operations, except for gains
on subsidiary equity sale transactions which must be recorded directly in equity
in accordance with the provision of Staff Accounting Bulletin Number 51 ("SAB
51"). In February 1999, as part of CompleTel Europe's Senior Discount Notes and
Class B Membership Interests Offering, the gross proceeds of approximately $75
million were allocated approximately $70.5 million to the Notes (issued by
CompleTel Europe) and approximately $4.5 million to the Class B Interests (in
CompleTel Holdings LLC) representing a 7% interest in CompleTel Holdings LLC.
This resulted in a $698,000 SAB 51 gain recorded directly in equity in
accordance with SAB 51.

         In March 2000, the Company recorded a SAB 51 gain of approximately $376
million as a result of CompleTel Europe's initial public offering of its
ordinary shares. This gain was also recorded directly in equity in accordance
with SAB 51.

Comprehensive Loss

         Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130"), requires that an enterprise (i) classify
items of other comprehensive income (loss) by their nature in the financial
statements and (ii) display the accumulated balance of other comprehensive
income (loss) separately from retained earnings (deficit) and additional paid-in
capital in the equity section of a balance sheet. The Company's other
comprehensive loss, as set forth in the accompanying consolidated statements of
members' equity (deficit), includes cumulative translation adjustments.

                                      F-13
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Foreign Operations and Foreign Exchange Rate Risk

         Prior to January 1, 2000, the functional currency for LLC and certain
of its subsidiaries, including CompleTel Europe, Management Co., CompleTel
Holdings, NANV, BV I, BV II and CompleTel ECC, was the U.S. dollar and the
functional currency for each of CompleTel Europe's operating subsidiaries was
the applicable local currency. Effective January 1, 2000, CompleTel Europe and
each of its subsidiaries, except those in the U.K., adopted the euro as its
functional currency.

         Assets and liabilities of foreign subsidiaries for which the functional
currency is the local currency or the Euro are translated at exchange rates in
effect at period-end, and the consolidated statements of operations are
translated at the average exchange rates during the period. Exchange rate
fluctuations on translating foreign currency financial statements into U.S.
dollars that result in unrealized gains or losses are referred to as translation
adjustments. Cumulative translation adjustments are recorded as a separate
component of members' equity (deficit).

         Transactions denominated in currencies other than the local functional
currency of CompleTel Europe and its operating subsidiaries, including U.S.
dollar denominated intercompany accounts and notes payable to LLC and Management
Co., are recorded based on exchange rates at the time such transactions arise.
Subsequent changes in exchange rates result in transaction gains and losses
which are reflected in income as unrealized (based on period-end translations)
or realized upon settlement of the transactions.

         CompleTel Europe and its subsidiaries periodically can have payables
that are denominated in a currency other than their own functional currency. The
Company has not historically hedged foreign currency denominated transactions
for receivables or payables related to current operations. Accordingly, the
Company may experience economic loss and a negative impact on earnings and
equity with respect to its holdings solely as a result of foreign currency
exchange rate fluctuations, which include foreign currency devaluation against
the dollar.

New Accounting Standards

         Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), establishes
accounting and reporting standards for derivative instruments, including certain
instruments embedded in other contracts, and for hedging activities. SFAS 133
requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. It also specifies the
accounting for changes in the fair value of a derivative instrument depending on
the intended use of the instrument and whether (and how) it is designated as a
hedge. During 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities--Deferral of the Effective Date of SFAS 133" ("SFAS 137")
which delayed the effective date of SFAS 133 until all fiscal quarters of fiscal
years beginning after June 15, 2000. As of December 31, 2000, the Company was
not engaged in any transactions involving derivative financial instruments and,
accordingly, there was no impact of adopting SFAS 133 on January 1, 2001.

Reclassifications

         Certain amounts in the accompanying financial statements have been
reclassified to conform to the December 31, 2000 presentation.

                                      F-14
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(3)     Capitalization

Redemption and Contribution of LLC Common Units for CompleTel Europe NV
Ordinary Shares

         As discussed below and in Note 1, since May 1998, investors in LLC,
through LLC, have contributed funds to the group's European subsidiaries, which
have been controlled by CompleTel Europe since January 1999. From its formation
in December 1998 until February 2000, CompleTel Europe has issued shares to its
upstream parents in consideration of cash and receivables contributed to it by
those affiliates. Those shares were held of record by NANV, and beneficially by
the holders of interests in LLC. Upon completion of CompleTel Europe's March 30,
2000 IPO, the number of shares of CompleTel Europe beneficially owned by holders
of LLC interests totaled 118,758,060 (representing 75.44% of the then
outstanding ordinary shares of CompleTel Europe).

         Following CompleTel Europe's IPO, LLC was required pursuant to its
limited liability company agreement to distribute the CompleTel Europe shares
held indirectly through NANV to its members as promptly as practicable, so that
its members would hold their interests in CompleTel Europe directly rather than
indirectly. During 2000, LLC began the process of distributing its CompleTel
Europe shares to its members. By dividing the number of CompleTel Europe shares
beneficially held by LLC (118,758,060) by the number of LLC units outstanding
(123,964), the number of NV shares represented by each LLC unit was fixed at
approximately 958 shares per unit.

         A complete liquidation of LLC was not (and still is not) possible, due
to continuing obligations among LLC and its members (i.e. forfeiture of units by
certain members upon any vesting of outstanding performance vesting common
units--see "Performance Vesting Agreement" below). Accordingly, LLC has
initiated partial redemptions of its membership interests in exchange for the
underlying number of CompleTel Europe shares represented by the LLC units
redeemed. Partial redemptions of units held by LLC members residing in the
United States and United Kingdom took place on December 4, 2000, February 12,
2001 and February 28, 2001. These redemptions occurred in a two-step process,
whereby NANV redeemed a portion of its shares held by LLC in exchange for a pro
rata number of CompleTel Europe shares held by NANV, and LLC redeemed a portion
of the redeeming members' units in exchange for approximately 958 CompleTel
Europe ordinary shares per unit. On December 4, 2000, an aggregate of
approximately 61,671,987 CompleTel Europe shares were distributed in redemption
of approximately 64,375 units and in February 2001, an aggregate of 41,267,214
CompleTel Europe ordinary shares were distributed in redemption of approximately
43,076 units.

                                      F-15
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)    Capitalization (Continued)

         In order to prevent adverse tax consequences to its French and German
unitholders, which would result from a partial redemption of their units, those
members completed a contribution transaction directly with CompleTel Europe. In
the contribution transaction during November 2000, the French and German members
contributed a portion of their LLC units to CompleTel Europe in exchange for 958
newly issued CompleTel Europe ordinary shares per unit contributed, the same
number of shares the contributors would have received had their units been
redeemed.

         The contribution transaction, completed on November 27, 2000, resulted
in the issuance of an aggregate 3,142,162 CompleTel Europe shares in exchange
for approximately 3,280 LLC units. No other consideration was given or received
by the contributors, CompleTel Europe or LLC. The French and German members
contributed all units owned by them except the units that continue to be subject
to performance vesting. Some of the units contributed, however, remained subject
to time vesting restrictions and an LLC right to repurchase any unvested units
at $1.00 per unit upon the holder's termination of employment. To replace these
rights, CompleTel Europe ordinary shares received in respect of unvested units,
were pledged to LLC until such time as vesting is complete and LLC was given an
option to purchase the pledged shares at approximately $0.001 per share, a price
that is equivalent to the $1.00 per unit repurchase price.

         As a result of the distribution and exchange transactions described
above, LLC no longer exercises majority voting control over CompleTel Europe and
CompleTel Europe is not a consolidated entity in the financial statements of
LLC, effective December 1, 2000. LLC has accounted for its investment in
CompleTel Europe under the equity method of accounting for the month of December
2000. Furthermore, as a result of the February 2001 redemption transactions,
LLC's ordinary share interest in CompleTel Europe was further reduced to
approximately 10%. LLC will account for such ordinary share interest at fair
value as an "available for sale" marketable equity security subsequent to
February 2001.

         Summarized financial information related to our equity investee
(CompleTel Europe N.V.) as of and for the year ended December 31, 2000, is as
follows:

                                                                    2000
                                                             ------------------
Current assets                                                  $  433,317
Non-current assets                                                 343,627
Current liabilities                                                120,787
Non-current liabilities                                            264,322

Revenues                                                            29,065
Loss before extraordinary item and cumulative effect of
change in accounting principle                                     185,498
Net loss                                                           184,950

                                      F-16
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

LLC Agreement

         On May 18, 1998, an affiliate of Madison Dearborn Partners, Inc.
("Madison Dearborn Partners"), an affiliate of LPL Investment Group, Inc.
("LPL") (together with Madison Dearborn Partners, the "Private Equity
Investors") and certain members of management (the "Management Investors")
entered into an amended and restated limited liability company agreement (the
"LLC Agreement"), amending and restating the original limited liability
agreement of CableTel Delaware dated January 8, 1998. The LLC Agreement, as
amended, authorized the issuance of (i) 61,950 redeemable cumulative convertible
preferred ownership interests (the "Preferred Units"), and (ii) 107,500 common
ownership interests (the "Common Units"). The 61,950 Preferred Units have been
issued to the Private Equity Investors and Management Investors under an Equity
Purchase Agreement (the "Equity Purchase Agreement") (see Note 4). Of the
107,500 Common Units, 82,500 were reserved for issuance upon conversion of the
Preferred Units, 25,000 were issued, or are reserved for issuance, to the
Management Investors under executive securities agreements (the "Executive
Securities Agreements"). Of the 25,000 Common Units issued or issuable to the
Management Investors, 17,500 (the "Non-Performance Vesting Units") are subject
to vesting through the passage of time under the Executive Securities Agreements
and 7,500 (the "Performance Vesting Units") are subject to time vesting and to
performance vesting under a performance vesting agreement (the "Performance
Vesting Agreement"). An additional 798 common units were issued to employees
subject to time vesting and to performance vesting similar to that under the
Performance Vesting Agreement, but without any forfeiture requirements on
holders of preferred units. Of the 25,000 Common Units issued or issuable to the
Management Investors, 2,250 were issued to LPL under the LPL Investor Purchase
Agreement. On January 22, 1999, the 2,250 immediately vested Common Units
previously issued to LPL were canceled. These units were then issued to one of
the Management Investors as additional Non-Performance Vesting Units. No Class A
Senior Units, Class B Senior Units or Class C Senior Units had been issued as of
December 31, 1999. On January 28, 1999, the Company entered into the Second
Amended and Restated Limited Liability Company Agreement of CompleTel LLC,
increasing the authorized Preferred Units to 65,750 (see Note 4). On November
23, 1999, the Company entered into the Third Amended and Restated Limited
Liability Company Agreement of CompleTel LLC, increasing the authorized
Preferred Units to 84,070 and increasing the authorized number of common units
to 131,494 (see Note 4). On November 27, 2000, the Company entered into the
Amendment to the Third Amended and Restated Limited Liability Company Agreement
to permit the contribution transactions.

Common Units

         The holders of Common Units are entitled to one vote for each Common
Unit held on all matters submitted to a vote of the members. Holders of Common
Units are entitled, subject to the preferences of the Preferred Units, to
receive such distributions, if any, as may be declared by LLC's Board of
Directors out of profits allocated to the members. The Indentures related to
CompleTel Europe's Senior Discount Notes due 2009 and Senior Notes due 2010
restrict the ability of CompleTel Europe to pay dividends to LLC in order to pay
distributions with respect to the Common Units. In addition, LLC may not make
any distributions with respect to the Common Units without the prior consent of
the Private Equity Investors. In the event of a liquidation, dissolution, or
winding up of LLC, the holders of Common Units are entitled to share ratably in
the assets of LLC which are available for distribution, if any, after the
payment of all debts and liabilities of LLC and the liquidation preference of
any outstanding Preferred Units.

                                      F-17
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         Upon the initial formation of CableTel Delaware on January 8, 1998, the
founding members of CableTel Delaware each received a 25% member interest in
CableTel Delaware. The founding members were comprised of three of the
Management Investors and LPL. As part of the reorganization on May 18, 1998, the
founding members of CableTel Delaware were deemed to have received Common Units
of LLC in exchange for their interests in CableTel Delaware. For accounting
purposes, a portion of the fully vested Common Units (2,400 units) of LLC
received by the founders under the Executive Securities Agreements and the LPL
Investor Purchase Agreement were deemed to have been issued in exchange for
their prior member interests in CableTel Delaware. The remaining fully vested
Common Units (2,925 units) received by the founders were deemed to have been
issued in consideration for prior services provided. The intrinsic value of the
Common Units deemed received for prior services totaling approximately $115,000
was charged to general and administrative expense in the accompanying
consolidated statement of operations.

         As of December 31, 2000 and December 31, 1999, 7,756 and 14,472
Non-Performance Vesting Units issued to the Management Investors and other LLC
and CompleTel Europe employees were outstanding respectively. This includes, as
discussed above, the approximately 3,280 Non-Performance Vesting Units that were
contributed to CompleTel Europe on November 27, 2000, in exchange for newly
issued CompleTel Europe ordinary shares, subject to the same time vesting
provisions of the original issuance of common units. The Non-Performance Vesting
Units issued to the Management Investors vest ratably on each anniversary of the
Executive Securities Agreements over a four-year period. The Non-Performance
Vesting Units issued to other employees generally vest ratably over a four-year
period on each December 31, with pro rata vesting in the year of employment and
final vesting on the fourth anniversary date of the applicable Employee
Securities Agreement. Vesting ceases upon the termination of employment with the
Company, for any reason and the related Common Units are subject to repurchase
by LLC at fair value for vested Common Units and at original cost for nonvested
Common Units. Vesting for the Non-Performance Vesting Units was accelerated by
one year upon CompleTel Europe's IPO, which was a Qualified Public Offering, as
defined in the Executive Securities Agreements. The Non-Performance Vesting
Units are accounted for as issued Common Units, subject to forfeiture, until
vested. The intrinsic value of the Non-Performance Vesting Units was accounted
for at issuance as additional paid-in capital, with an offsetting entry to
deferred compensation. The intrinsic value of the Common Units issued subject to
forfeiture totaled approximately $2,734,000 and $604,000 for the Non-Performance
Vesting Units issued through December 31, 1999 and 1998, respectively. This
deferred compensation is being amortized over the vesting period for the
applicable award, generally four years. As of December 31, 2000, the number of
issued and outstanding Non-Performance Vesting Units totaled 7,756, of which
6,726 were vested and 1,030 were non-vested. As of December 31, 1999, the number
of issued and outstanding Non-Performance Vesting Units totaled 18,485, of which
9,528 were vested and 8,957 were non-vested.

Performance Vesting Agreement

         The Private Equity Investors, the Management Investors, and LLC entered
into the Performance Vesting Agreement originally dated May 18, 1998, as amended
and restated. Under the Performance Vesting Agreement, 7,500 of the 25,000
Common Units issued or reserved for issuance to the Management Investors (the
"Performance Vesting Units") are subject to performance vesting according to
certain multiple-of-invested-capital tests calculated based upon the valuation
of LLC's equity implied by a Qualified Public Offering and/or by actual sales of
LLC's securities by Madison Dearborn Partners. If any Performance Vesting Units


                                      F-18
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

remain unvested on May 18, 2005, there shall be deemed to have occurred a sale
of the LLC's securities by Madison Dearborn Partners at fair market value. Any
Performance Vesting Units that do not vest upon such a deemed sale will be
forfeited. In addition, up to 7,500 of the Common Units issuable upon conversion
of the Preferred Units (see Note 4) are subject to forfeiture if and when
Performance Vesting Units performance vest under the terms of the Performance
Vesting Agreement.

         For financial reporting periods ending prior to final determination of
the number of Performance Vesting Units that will vest, compensation cost will
be recorded based upon management's estimate of the number of such units that
would vest and the fair market value of those units as of the end of the
reporting period. As of December 31, 2000 and 1999, 5,907 and 7,422 Performance
Vesting Units were outstanding, respectively. Of the 5,907 Performance Vesting
Units outstanding at December 31, 2000, approximately 963 were time and
performance vesting. As of December 31, 1999, no compensation cost had been
recorded related to the Performance Vesting Units as the number of units that
would ultimately vest was not yet reasonably determinable.

         CompleTel Europe's IPO caused certain Performance Vesting Units of LLC
held by employees of the Company to vest as a result of meeting specified
performance vesting criteria. As a result, CompleTel Europe recorded
compensation expense of approximately $41.0 million based on the value of those
vested common units as implied by the IPO price received. In addition, based
upon the IPO value of CompleTel Europe as indicated above, CompleTel Europe
recorded additional compensation expense and deferred compensation in the
quarter ended March 31, 2000, of approximately $23.2 million and $72.4 million,
respectively, for performance vesting units that did not vest as a result of the
IPO but which may vest upon a qualified sale by a founding investor in LLC,
Madison Dearborn Partners ("MDP"), or in May 2005 based on a deemed vesting. The
additional deferred compensation is amortized to expense over the remaining
vesting period to May 18, 2005 (deemed vesting date if not prior due to a
qualified sale by MDP as defined in the executive securities agreement). The
recorded amount of compensation expense and deferred compensation for these
variable awards are adjusted at each reporting date to reflect management's
estimate of the number of such units that will ultimately vest and the fair
market value of those units as of the end of each reporting period based on the
then current market value of the ordinary shares of CompleTel Europe.
Accordingly, CompleTel Europe reduced previously recorded compensation expense
by approximately $12.8 million, and deferred compensation by approximately $58.1
million, based on the closing price per share on December 31, 2000.

         The compensation charges (credits) described above are included in
non-cash compensation charges (credits) in the accompanying statement of
operations for the year ended December 31, 2000. Also included in non-cash
compensation charges for the year ended December 31, 2000, is $6.5 million
resulting from the recognition of deferred compensation as fixed stock option
awards granted to CompleTel Europe's employees and other common units of LLC
held by employees subject only to time vesting.

                                      F-19
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Securityholders Agreement

         The Private Equity Investors, the Management Investors and LLC are
parties to a securityholders agreement dated May 18, 1998 (the "Securityholders
Agreement"). The Securityholders Agreement established the size of LLC's Board
of Directors at six and established a voting agreement among the investors with
respect to the election of the members of that board (the Executive Committee of
which acts as the board of directors of certain of LLC's subsidiaries). On
January 28, 1999, the Securityholders Agreement was amended and restated to
increase the size of LLC's Board of Directors to eight and make corresponding
changes in the voting agreement among the investors. Pursuant to the terms of
the Securityholders Agreement, the Private Equity Investors could not transfer
any Preferred Units (or securities issued upon exercise thereof or otherwise in
connection therewith) ("Preferred Securities") prior to May 18, 1999, other than
to their affiliates or as part of a sale of LLC. The Management Investors could
not transfer any Preferred Securities prior to May 18, 2000, other than to their
affiliates, family members or estate planning entities, or as part of a sale of
LLC. Transfers of Preferred Securities by the Private Equity Investors after May
18, 1999, and by the Management Investors after May 18, 2000, (in each case
other than to their affiliates, family members or estate planning entities, to
the public, or as part of a sale of LLC) are subject to first refusal rights in
favor of the other holders of Preferred Securities, and to "tag-along" rights of
the holders of Preferred Securities [and of the Management Investors with
respect to their Common Units that have vested under the Executive Securities
Agreements and (if applicable) performance vested under the Equity Purchase
Agreement] to participate pro rata in such transfer. In the event a sale of LLC
is approved by the holders of a majority of the Preferred Securities, each of
the Private Equity Investors and Management Investors (and their transferees)
agrees to approve and, if requested, sell its LLC securities in such sale.


                                      F-20
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4)     Redeemable Cumulative Convertible Preferred Units

         On May 18, 1998, the Private Equity Investors, the Management Investors
and LLC entered into the Equity Purchase Agreement. Under the Equity Purchase
Agreement, the Private Equity Investors purchased 60,000 Preferred Units for an
initial aggregate purchase price of $3.5 million and a commitment to make
subsequent capital contributions to LLC of up to an additional $56.5 million
(for a total commitment of $60 million) on the terms and conditions set forth in
the Equity Purchase Agreement. Certain of the Management Investors purchased 750
Preferred Units for an initial aggregate purchase price of $44,000 and a
commitment to make capital contributions to LLC of up to an additional $706,000
(for a total commitment of $750,000) on the terms and conditions set forth in
the Equity Purchase Agreement. As of July 15, 1998, LLC entered into Additional
Investor Equity Purchase and Joinder and Rights Agreements for the issuance of
500 Preferred Units in exchange for a capital commitment of $500,000 by each of
two new investors. As of November 11, 1998, LLC entered into an Additional
Preferred Units Purchase Agreement with one of the Management Investors for the
issuance of an additional 150 Preferred Units in exchange for a capital
commitment of $150,000. On December 2, 1998, LLC entered into an Additional
Investor Equity Purchase and Joinder and Rights Agreement with a new management
investor for the issuance of 50 Preferred Units in exchange for a capital
commitment of $50,000. On January 28, 1999, the Equity Purchase Agreement was
amended and restated to supersede the Equity Purchase Agreement and the
agreements referred to above dated July 15, 1998, November 11, 1998 and December
2, 1998 and to admit the new management investor (included together with other
"Management Investors") and other investors (included together with Madison
Dearborn Partners and LPL as the "Private Equity Investors"). The First Amended
and Restated Equity Purchase Agreement increased the total number of Preferred
Units to 64,743 and 1,007, and total equity commitments to $64.7 million and $1
million, by the Private Equity Investors and the Management Investors,
respectively. Additionally, LLC's Board approved the drawdown of the remaining
commitment under the Equity Purchase Agreement, which was funded in connection
with, and as a condition to the closing of the Offering.

         Pursuant to a Second Amended and Restated Equity Purchase Agreement,
dated November 23, 1999, additional Preferred Units were purchased by the
existing Private Equity Investors, the Management Investors and a new Private
Equity Investor, increasing the number of outstanding Preferred Units to 84,070.
Of the additional 18,320 Preferred Units, 17,862 Preferred Units were issued to
the Private Equity Investors and 458 Preferred Units were issued to the
Management Investors in exchange for capital contributions totaling
approximately $41.1 million and approximately $1.0 million, respectively.

         Prior to conversion, the Preferred Units accrued a preferred yield at a
per-annum rate of 8% of the sum of the Liquidation Value thereof and all
accumulated and unpaid preferred yield thereon. "Liquidation Value" for any
Preferred Unit is equal to (i) the initial price paid to LLC for such Preferred
Unit on its date of issuance, plus (ii) the aggregate contributions to the
capital of LLC made pursuant to the Equity Purchase Agreement with respect to
such Preferred Unit after its date of issuance, minus (iii) all distributions
constituting a return of capital with respect to such Preferred Unit after its
date of issuance.

         The Equity Purchase Agreement provides the Private Equity Investors
with certain restrictive covenants. The Private Equity Investors have the right
to approve or disapprove LLC's taking or agreeing to take certain actions,
including, among other things, (i) making distributions with respect to
redeeming, or issuing any equity securities, any securities convertible into or
exercisable for equity securities, or any debt with equity features, (ii)
loaning monies, (iii) disposing of significant assets, (iv) making acquisitions
or entering into joint ventures, (v) entering into any merger, consolidation,
liquidation, recapitalization or reorganization, (vi) entering into transactions
with affiliated persons,


                                      F-21
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4)    Redeemable Cumulative Convertible Preferred Units (Continued)

(vii) incurring significant indebtedness, and (viii) entering into or modifying
any employment arrangement with LLC's Chief Executive Officer.

         Upon CompleTel Europe's IPO, the Preferred Units automatically
converted into 105,487 Common Units and the carrying value of the Redeemable
Cumulative Convertible Preferred Units was reclassified as a component of
additional paid-in capital in the members' deficit section of the consolidated
balance sheet.

(5)     CompleTel Europe's Indebtedness

CompleTel Europe Credit agreement

         In January 2000, CompleTel Europe executed an agreement for a (EURO)265
million senior secured credit facility with Goldman Sachs International and BNP
Paribas as co-arrangers of the facility. Under the facility, the funds were to
be available to CompleTel Europe's subsidiaries, initially to include CompleTel
ECC B.V., CompleTel Services S.A.S., CompleTel S.A.S., and CompleTel GMBH, in
two tranches including a euro term facility which was available until December
31, 2000, in the aggregate amount of (EURO)105 million, and a euro revolving
loan facility available until December 31, 2002, in the aggregate amount of
(EURO)160 million. The (EURO)160 million tranche was to become available after
May 31, 2000, if the euro term facility was fully drawn and other conditions
were satisfied. Following December 31, 2002, up to (EURO)141 million of the
outstanding advances under the euro revolving loan facility were first to be
converted into a term loan, and any other outstanding advances were to become
part of a (EURO)19 million working capital facility. The facility matures on
December 31, 2006.

         In April 2000, CompleTel Europe entered into an agreement (the
"Suspension Agreement") with the lenders whereby CompleTel Europe agreed not to
borrow funds under the credit facility in exchange for the lenders agreement to
suspend the application of various provisions, including substantially all of
the representations, convenants and events of default in the credit facility. In
January 2001, CompleTel Europe extended the Suspension Agreement until April 11,
2001. CompleTel Europe currently intends to enter either into a further
extension of the Suspension Agreement or into a new type of credit agreement.
However, CompleTel Europe is exploring funding options, and there is no
assurance that it will seek or attain additional credit now or in the future.
During the period the Suspension Agreement is in effect, the facility is,
nevertheless, guaranteed by its subsidiaries and is secured by, among other
things, pledges of all of its subsidiaries, as well as a number of its present
and future material assets and revenues, and by a pledge of its stock.

(6)     CompleTel Europe Commitments And Contingencies

Operating Leases, Including Rights-of-Way Agreements

         CompleTel Europe has entered into various operating lease agreements
for network switch locations, office space, employee residences and vehicles. In
addition, CompleTel Europe entered into various rights-of-way agreements.


                                      F-22
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6)    CompleTel Europe Commitments And Contingencies (Continued)

Future minimum lease obligations related to CompleTel Europe's operating leases
are as follows:

 2001                                                  $  5,803
 2002                                                     5,775
 2003                                                     5,743
 2004                                                     5,482
 2005                                                     5,134
 Thereafter......................................        15,637
                                                     -------------
      Total......................................      $ 43,574
                                                     =============

         Total rent expense for the years ended December 31, 2000 and 1999 was
approximately $4.0 million and $1.6 million, respectively.

Management Employment Agreements

         Certain employees of Management Co. that have been seconded to
CompleTel Europe's subsidiaries are parties to employment agreements. The
agreements generally provide for a specified base salary, as well as a bonus set
as a specified percentage of the base salary. The bonus is based on attainment
of certain identified performance measures. The employment agreements generally
provide for cost of living differentials, relocation and moving expenses,
automobile allowances and income tax equalization payments, if necessary, to
keep the employee's tax liability the same as it would be in the United States.

Service Licenses

France

         On December 13, 1998 the Secretaire d'Etat a l'Industrie, based on the
recommendation of the Autorite de Regulation des Telecommunications ("ART"),
awarded CompleTel Europe's French operating subsidiary a fixed wireline license
and service license for network deployment in four regions and six cities and
the provision of services in four regions and six departments in France. The
term of these licenses is 15 years from December 13, 1998. Under French law,
these licenses entitle CompleTel Europe, among other things, to obtain
rights-of-way to establish network infrastructure along public roads, to obtain
easements on private property and to obtain certain rights on public domain
property other than roads. On November 7, 2000, CompleTel Europe obtained an
extension of the license to operate a public telecommunications network in an
additional city and to provide public voice telephony services in a fifth
region.


                                      F-23
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

United Kingdom

         On January 11, 1999, the Secretary of State for Trade and Industry at
the Department of Trade and Industry granted CompleTel UK an individual license
to operate fixed public telecommunications systems of any kind in the United
Kingdom (a "PTO license"). The PTO license will also license the operation of
international facilities. Licenses granted by the PTO are for 25 years and are
renewable. CompleTel Europe currently does not plan to operate under the PTO
license, but has been advised that this does not constitute grounds, which by
CompleTel Europe itself, would result in revocation of the PTO license. To
provide international services in the United Kingdom, CompleTel Europe has also
obtained an International Simple Voice Resale License. CompleTel Europe plans to
provide some services under the Telecommunications Services License, a class
license that allows it to provide a number of services other than those
requiring individual licenses.

Germany

         On March 8, 1999, the Regulierungsbehorde fur Telekommunikation und
Post granted CompleTel Germany class 3 (general infrastructure license) and
class 4 (license required for operation of voice telephony services based on
self-operated telecommunications networks) licenses for three markets in Germany
which were subsequently amended in July 1999 and January, July and October 2000,
to include among others, CompleTel Germany's additional markets. These licenses
are of unlimited duration.

(7)    Income Taxes

United States

         In general, a United States limited liability company, treated as a
partnership for U.S. federal income tax purposes, will not be subject to U.S.
federal income tax. Instead, the income, gain, and loss (including Subpart F
income or foreign personal holding company income recognized) will be allocated
to its members. Any direct foreign income taxes paid on the remittance of
dividends from its foreign subsidiaries will likewise pass to LLC's members. The
LLC Agreement provides for distributions to its members to cover income taxes in
the event LLC recognizes any income or gain (including Subpart F income or
foreign personal holding company income). Such distribution would be contingent
upon a distribution of cash from its foreign subsidiaries. Taxable income of
Management Co. is subject to tax at the regular U.S. federal income tax rate.


                                      F-24
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Netherlands

         In general, a Dutch holding company may benefit from the so-called
"participation exemption." The participation exemption is a facility in Dutch
corporate tax law which allows a Dutch company to exempt, from Dutch income tax,
any dividend income and capital gains in relation to its participation in
subsidiaries which are legal entities residing in The Netherlands or in a
foreign country. Capital losses are also exempted, apart from liquidation losses
(under stringent conditions). Any costs in relation to participations, to the
extent these participations do not realize Dutch taxable profit, are not
deductible. These costs include costs to finance such participation. For Dutch
corporate income tax purposes, net operating loss ("NOL") carryforwards may be
carried forward indefinitely.

Germany

         As of December 31, 2000, CompleTel Germany had generated NOL
carryforwards for income tax purposes totaling approximately $24 million. For
German income tax purposes, NOL carryforwards may be carried forward
indefinitely. The current statutory tax rate for Germany is 52.38%.

France

         As of December 31, 2000, CompleTel France had generated NOL
carryforwards for income tax purposes totaling approximately $41 million. For
French income tax purposes NOL carryforwards may generally be carried


                                      F-25
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7)    Income Taxes (Continued)

forward for a period of up to five years. Start-up costs are capitalized for
French tax purposes. CompleTel Europe considers the majority of these costs as
eligible for the deferred depreciation regime for French tax purposes, resulting
in an indefinite carryforward life of the corresponding amortization expense.

         The Company has recorded a valuation allowance equal to the total net
deferred tax assets as of December 31, 2000 and 1999, due to the uncertainty of
realization through future operations. The valuation allowance will be reduced
at such time as management believes it is more likely than not that the net
deferred tax assets will be realized. Any reductions in the valuation allowance
will reduce future provisions for income tax expense.

         The difference between income tax expense provided in the consolidated
financial statements and the expected income tax benefit at statutory rates
related to the Company's corporate and foreign subsidiary operations for the
years ended December 31, 2000 and 1999 and for the period from commencement of
operations (January 8, 1998) to December 31, 1998, is reconciled as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                                       Commencement
                                                                Year Ended             of Operations
                                                               December 31           (January 8, 1998)
                                                        ---------------------------   to December 31,
                                                           2000           1999             1998
                                                        ------------   ------------  ------------------
       <S>                                                <C>            <C>            <C>
       Expected income tax benefit at the U.S.            $58,136        $18,491        $    3,095
          statutory rate of 38.25%.................
       Other                                                  --           1,851              (621)
       Valuation allowance.........................       (58,136)       (20,342)           (2,474)
                                                          --------       --------         ---------
             Total income tax benefit                     $  --          $   --         $      --
                                                          ========       ========         =========
         Deferred tax assets are as follows:
</TABLE>
                                                             December 31,
                                                                 1999
                                                          -------------------
Deferred tax assets:
   Operating loss carryforwards.......................         $ 18,491
   Capitalized start-up costs.........................            1,360
   Net unrealized foreign exchange loss...............              683
   Depreciation and amortization......................             (272)
   Other                                                             80
   Total deferred tax assets..........................           20,342
   Less valuation allowance...........................          (20,342)
                                                               --------
   Net deferred taxes.................................         $    --
                                                               ========

                                      F-26
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8)     Segment Reporting

         Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131"), establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. Operating segments are components of
an enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.

         Management currently evaluates CompleTel Europe's development efforts
according to the geographic location of its markets. The key operating
performance criteria used in this valuation includes revenue growth and
operating income before interest, taxes, depreciation, amortization, non-cash
compensation expense and other non-cash items, including foreign exchange gains
or losses ("Adjusted EBITDA"). Certain financial information reflecting the
Company's development efforts by geographic location is presented below. The
financial information presented below as of December 31, 2000, and for the year
ended December 31, 2000, is presented as if the financial results of CompleTel
Europe were consolidated by the Company for the full year.

         As of December 31, 2000 and for the year ended December 31, 2000 (in
thousands):
<TABLE>
<CAPTION>


                                                                                           Company
                                                                          CompleTel      (Including
                                 CompleTel     CompleTel     CompleTel    Europe and     Management
                                    SAS          GmbH           UK           Other          Co.)        Consolidated
                                ------------   -----------   -----------  -----------    -------------  -------------
<S>                             <C>           <C>           <C>           <C>             <C>           <C>
Revenues....................... $  21,150     $    2,723    $   5,192     $          --   $     --      $    29,065
Adjusted EBITDA................   (50,583)      (29,814)       (4,385)       (1,106)          (263)        (86,151)
Total assets...................   188,352       166,096        14,049       408,987          1,653         779,137
Expenditures for long-lived
   assets......................    93,390       100,268         8,413        10,081            227         212,379
</TABLE>

         As of December 31, 1999 and for the year ended December 31, 1999 (in
thousands):

<TABLE>
<CAPTION>


                                                                                           Company
                                                                          CompleTel      (Including
                                 CompleTel     CompleTel     CompleTel    Europe and     Management
                                    SAS          GmbH           UK           Other          Co.)        Consolidated
                                ------------   -----------   -----------  -----------    -------------  -------------
<S>                             <C>           <C>           <C>           <C>             <C>           <C>
                                                                          $
Revenues....................... $    1,986    $         --  $      999           --       $     --      $      2,985
Adjusted EBITDA................   (28,422)       (5,535)       (1,405)       (2,144)           281         (37,225)
Total assets...................    81,250        68,000         1,732        31,115             --         182,097
Expenditures for long-lived
   assets......................    71,850        28,628           892            --            472         101,842
</TABLE>

                                      F-27
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8)    Segment Reporting (Continued)

         As of December 31, 1998 and for the period from inception (January 8,
1998) to December 31, 1998:

<TABLE>
<CAPTION>

                                                                                           Company
                                                                          CompleTel      (Including
                                 CompleTel     CompleTel     CompleTel    Europe and     Management
                                    SAS          GmbH           UK           Other          Co.)        Consolidated
                                ------------   -----------   -----------  -----------    -------------  -------------
<S>                             <C>           <C>           <C>           <C>             <C>           <C>
Revenues....................... $        --   $      --     $      --     $        --   $       --      $        --
Adjusted EBITDA................    (5,848)           --            --        (1,529)          (475)         (7,852)
Total assets...................     6,180            19            21         1,650          2,172          10,042
Expenditures for long-lived
   assets......................     3,647            19            21           681             67           4,435
</TABLE>

(9)     CompleTel LLC Only Financial Information

         The following financial information reflects the CompleTel LLC only
condensed statement of operations data, condensed balance sheet data, and
condensed cash flows data.
<TABLE>
<CAPTION>

                                                                                                      Commencement
                                                                                                     of Operations
                                                                                                      (January 8,
                                                                                   Year Ended            1998)
                                                                                  December 31,      to December 31,
                                                                                      1999                1998
                                                                                 ----------------   -----------------

STATEMENT OF OPERATIONS:
<S>                                                                                <C>                <C>
   Interest income........................................................         $     255          $      11
   Interest expense.......................................................              (368)               --
   General and administrative expense.....................................               (84)              (400)
   Equity in losses of subsidiaries.......................................           (48,147)            (7,703)
                                                                                 ----------------   -----------------

   Net loss...............................................................         $ (48,344)         $  (8,092)
                                                                                 ================   =================
</TABLE>

                                      F-28
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

(9)     CompleTel LLC Only Financial Information (Continued)

                                                                                                        December 31,
                                                                                                            1999
                                                                                                       ----------------

BALANCE SHEET DATA:
<S>                                                                                                      <C>
   Cash and cash equivalents.....................................................................        $     293
   Receivables from affiliates...................................................................            5,714
   Other current assets..........................................................................               10
                                                                                                       ----------------

      Total current assets.......................................................................            6,017
   Investments in subsidiaries...................................................................           42,936
   Deferred financing costs, net.................................................................            1,249
   Notes receivable from affiliates..............................................................              --
                                                                                                       ----------------

      Total assets...............................................................................        $  50,202
                                                                                                       ================

   Current liabilities...........................................................................        $   1,093
                                                                                                       ----------------

   Redeemable cumulative convertible preferred units:
      No par value, 84,070 units authorized; 84,070, 61,950 and 0 units issued and outstanding...          113,469
                                                                                                       ----------------

   Common units, no par value, 131,494 units authorized; 18,485, 16,385 and
      123,572 units issued and  outstanding......................................................           30,065
   Deferred compensation.........................................................................          (28,495)
   Other comulative comprehensive loss...........................................................           (3,912)
   Accumulated deficit...........................................................................          (62,018)
                                                                                                       ----------------
      Total members' equity (deficit)............................................................          (64,360)
                                                                                                       ----------------

                                                                                                       ================
      Total liabilities and members' deficit.....................................................           50,202
                                                                                                       ================
</TABLE>

                                      F-29
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
<TABLE>
<CAPTION>

(9)    CompleTel LLC Only Financial Information (Continued)
                                                                                                        Commencement
                                                                                                       of Operations
                                                                                                        (January 8,
                                                                                    Year Ended             1998)
                                                                                    December 31,      to December 31,
                                                                                        1999               1998
                                                                                   ----------------   ----------------
CASH FLOWS DATA:
<S>                                                                                  <C>                <C>
   Cash flows from operating activities:
      Net loss...............................................................        $  (48,344)        $   (8,092)
      Equity in losses of subsidiaries.......................................            48,147              7,703
      Amortization of deferred financing costs...............................               334                --
      Changes in-
        Other current assets.................................................                32                (10)
        Receivables from affiliates..........................................             3,778             (9,492)
                                                                                   ----------------   ----------------

   Net cash from operating activities........................................             3,947             (9,891)
                                                                                   ----------------   ----------------

   Cash flows from investing activities:
   Investment in subsidiaries................................................           (98,533)            (1,518)
                                                                                   ----------------   ----------------

   Net cash from investing activities........................................           (98,533)            (1,518)
                                                                                   ----------------   ----------------

   Cash flows from financing activities:
      Issuance of redeemable cumulative convertible Preferred Units..........            94,716             12,113
      Loan from member.......................................................               --               1,300
      Payment of loan from member............................................               --                (266)
      Issuance of Common Units...............................................                 3                  5
   Deferred financing costs..................................................            (1,583)               --
                                                                                   ----------------   ----------------

   Net cash from financing activities........................................            93,136             13,152
                                                                                   ----------------   ----------------

   Net increase (decrease) in cash and cash equivalents......................            (1,450)             1,743
   Cash and cash equivalents, beginning of period............................             1,743                --
                                                                                   ----------------   ----------------

   Cash and cash equivalents, end of period..................................        $      293         $    1,743
                                                                                   ================   ================
</TABLE>

(10)   Employee Incentive Plans

Stock Option Plan

         In December 1999, CompleTel Europe adopted the CompleTel Europe N.V.
2000 Stock Option Plan (the "Option Plan"). The Option Plan provides for the
grant of options to purchase ordinary shares of CompleTel Europe to employees of
CompleTel Europe.

         Options granted are subject to vesting as follows. Options granted to
employees resident in France vest in an increment of 60% of the ordinary shares
subject to the option on the second anniversary of the date of the grant and in
two increments of 20% on the third and fourth anniversaries of the date of the
grant. Options granted to employees resident in the United Kingdom, Germany and
the U.S. vest in annual increments of 25% of the ordinary shares subject to the
option, commencing on the first anniversary date of the grant.


                                      F-30
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(10)   Employee Incentive Plan (Continued)

         The number of options to acquire shares under the Option Plan totals
18,919,960, or approximately 15.0% of CompleTel Europe's ordinary shares issued
and outstanding as of December 31, 1999.
<TABLE>
<CAPTION>

         A summary of stock option activity for the Option Plan is as follows:

                                                               Year Ended                      Year Ended
                                                           December 31, 2000               December 31, 1999
                                                      -----------------------------   -----------------------------
                                                       Number of       Weighted        Number of       Weighted
                                                                        Average                         Average
                                                                       Exercise                        Exercise
                                                        Shares           Price          Shares           Price
                                                      ------------   --------------   ------------   --------------
                                                                        (Euros)                         (Euros)
<S>                                                   <C>                <C>           <C>               <C>
Outstanding at the beginning of the period.........   2,035,230          2.92                 --          --
Granted during the period..........................   2,512,897          8.39          2,035,230         2.92
Cancelled during the period........................    (665,150)         5.02                 --          --
Exercised during the period........................          --           --                  --          --
                                                      ------------   --------------   ------------   --------------

Outstanding at the end of the period...............   3,882,977          6.10          2,035,230         2.92
                                                      ------------   --------------   ------------   --------------

Exercisable at the end of the period...............      99,482          2.92                 --          --
                                                      ============   ==============   ============   ==============
</TABLE>
<TABLE>
<CAPTION>

         The combined weighted-average fair values and weighted-average exercise
prices of options granted are as follows:

                                                               Year Ended                      Year Ended
                                                           December 31, 2000               December 31, 1999
                                                      -----------------------------   -----------------------------
                                                       Number of      Fair Value       Number of      Fair Value
                                                        Options                         Options
                                                      ------------   --------------   ------------   --------------
Exercise price:
<S>                                                     <C>             <C>            <C>              <C>
Less than market price.............................     383,740         15.45          2,035,230        15.45
Equal to market price..............................   2,129,157          6.19                 --          --
Greater than market price..........................          --           --                  --          --
                                                      ------------   --------------   ------------   --------------

Total   ...........................................   2,512,897          7.60          2,035,230        15.45
                                                      ============   ==============   ============   ==============
</TABLE>


                                      F-31
<PAGE>
                         COMPLETEL LLC AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

         The following table summarizes information about stock options
outstanding, vested and exercisable as of December 31, 2000:
<TABLE>
<CAPTION>

                                                  Options Outstanding                       Options Exercisable
                                     -----------------------------------------------   ------------------------------
                                       Number of       Weighted         Weighted         Number of       Weighted
                                                        Average
                                                       Remaining         Average                          Average
                                        Options       Contractual       Exercise          Options        Exercise
                                      Outstanding    Life (Years)     Price (Euros)     Exercisable    Price (Euros)
                                     --------------  --------------   --------------   --------------  --------------
Exercise Price Range (Euros)
<S>                                   <C>                <C>              <C>              <C>             <C>
2-4..............................     1,915,695          3.40             2.92             99,482          2.92
4-10.............................     1,434,532          4.85             7.10                 --           --
10-15............................       362,750          4.50            13.40                 --           --
>15..............................       170,000          4.25            17.50                 --           --
                                     --------------  --------------   --------------   --------------  --------------
                                      3,882,977          4.18             6.10             99,482          2.92
                                     ==============  ==============   ==============   ==============  ==============
</TABLE>

Pro Forma Fair Value Disclosures

         The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), which defines a fair value based
method of accounting for employee stock options and similar equity instruments.
However, as allowed by SFAS 123, CompleTel Europe has elected to account for its
stock-based compensation plans using the intrinsic value based method of APB 25
and provide pro forma disclosures of net income (loss) and earnings (loss) per
share as if the fair value based method had been applied.

         For pro forma disclosure purposes, the Company has computed the fair
value of each option as of the date of grant using the Black-Scholes
option-pricing model with the following weighted average assumptions.

                                                   Year Ended
                                                  December 31,
                                      --------------------------------------
                                            2000                1999
                                      ------------------  ------------------

 Risk-free interest rate...........          6.0%                6.4%
 Expected dividend yield...........          0.0%                0.0%
 Expected lives outstanding........       5.5 years           5.5 years
 Expected volatility...............         70.0%               17.1%

         The estimated fair value of options granted is amortized to expense
over the option vesting period. Cumulative compensation costs recognized in pro
forma net income or loss with respect to options that are forfeited prior to
vesting are adjusted as a reduction of pro forma compensation expense in the
period of forfeiture.

         Had compensation cost for the Option Plan been determined based upon
the fair value of options on their date of grant, CompleTel Europe's net losses
for the years ended December 31, 2000 and 1999 and for the period from inception
(January 8, 1998) to December 31, 1998, would have been increased by
approximately (EURO)2.0 million, (EURO)54,000 and (EURO)0, respectively.




                                      F-32

<PAGE>
                                   SIGNATURES

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

                          COMPLETEL LLC

Date: April 4, 2001       By:   /s/ William H. Pearson
                              ---------------------------------------------
                                  William H. Pearson
                                    Chief  Executive Officer and President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
                  Signature                          Title                              Date
<S>                                                  <C>                                <C>
           /s/ James E. Dovey                        Chairman and Secretary             April 4, 2001
-----------------------------------------
              James E. Dovey
                                                     Manager                            -------------
-----------------------------------------
              James C. Allen

           /s/ Royce J. Holland                      Manager                            April 4, 2001
-----------------------------------------
              Royce J. Holland

           /s/ Lawrence F. DeGeorge                  Manager                            April 4, 2001
-----------------------------------------
           Lawrence F. DeGeorge

           /s/ Paul J. Finnegan                      Manager                            April 4, 2001
-----------------------------------------
           Paul J. Finnegan
                                                     Manager                            -------------
-----------------------------------------
           James H. Kirby
                                                     Manager                            -------------
-----------------------------------------
           James N. Perry, Jr.

          /s/ William H. Pearson                     Chief Executive Officer            April 4, 2001
-----------------------------------------
           William H. Pearson                        and President

            /s/ David E. Lacey                       Senior Vice President, Treasurer   April 4, 2001
-----------------------------------------
              David E. Lacey                         and Chief Financial Officer

           /s/ John M. Hugo                          Corporate Controller               April 4, 2001
-----------------------------------------
              John M. Hugo
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT LIST

Exhibit No.                                                    Description
-----------------    -----------------------------------------------------------
<S>               <C>
3.1(1)            Amended and Restated Certificate of Formation of CompleTel LLC
3.2(2)            Third Amended and Restated Limited Liability Company Agreement of CompleTel LLC dated as of
                  November 23, 1999
3.3*              Amendment to Third Amended and Restated Limited Liability Company Agreement of CompleTel LLC
                  dated November 27, 2000.
10.1(2)           Amended Employment Agreement by and between CableTel Management, Inc. and William H. Pearson
                  dated June 30, 2000
10.2(1)           Employment Agreement by and between CableTel Management, Inc. and Richard N. Clevenger, dated
                  as of May 18, 1998
10.3(2)           Amended Employment Agreement by and between CableTel Management, Inc. and David Lacey dated
                  June 30, 2000
10.4(2)           Amended Employment Agreement by and between CableTel Management, Inc. and James E. Dovey dated
                  June 30, 2000
10.5(1)           Amended and Restated CompleTel LLC Guaranty Agreement, dated as of July 14, 1999 by CompleTel
                  LLC in favor of the noteholders
10.6(2)           Guaranty Agreement, dated as of April 13, 2000 by CompleTel LLC in favor of the noteholders.
10.7(1)           Executive Securities Agreement by and between CableTel Europe LLC and James E. Dovey, dated as
                  of May 18, 1998
10.8(1)           First Amended and Restated Executive Securities Agreement by and between CableTel Europe LLC
                  and Richard N. Clevenger, dated as of January 28, 1999
10.9(1)           Executive Securities Agreement by and between CableTel Europe LLC and William H. Pearson, dated
                  as of May 18, 1998
10.10(1)          Executive Securities Agreement by and between CompleTel LLC and David Lacey dated as of
                  December 2, 1998
10.11(1)          Joinder and Rights Agreement by and between CompleTel LLC and David Lacey dated as of
                  December 2, 1998
10.12(2)          Second Amended and Restated Equity Purchase Agreement, dated as of November 23, 1999, by and
                  among CompleTel LLC and the Holders named therein
10.13(2)          Second Amended and Restated Securityholders Agreement dated as of November 23, 1999, by and
                  among CompleTel LLC and the Holders named therein
10.14(2)          Second Amended and Restated Performance Vesting Agreement dated as of November 23, 1999, by and
                  among CompleTel LLC and the Holders named therein
10.15(4)          Second Amended and Restated Registration Agreement, dated November 23, 1999, by and among
                  CompleTel LLC and the Holders named therein
10.16(5)          First Supplement dated March 24, 2000 to Second Amended and
                  Restated Registration Agreement, dated November 23, 1999 by
                  and among CompleTel LLC and the Holders named therein
10.17(2)          Omnibus Agreement dated March 24, 2000 by and among CompleTel LLC and the Holders named therein
21.1*             Subsidiaries of CompleTel LLC
99.1              CompleTel Europe N.V. annual report on Form 10-K, filed with the Securities and Exchange
                  Commission on April 2, 2001, file number 000-30075, and incorporated herein by reference
</TABLE>

                                      II-2
<PAGE>
-----------
*Filed with this report.
(1)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-4, file number 333-82305, filed with the Securities and Exchange
     Commission on July 2, 1999 and incorporated herein by reference.

(2)  Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-4, file number 333-41126, filed with the Securities and Exchange
     Commission on July 11, 2000 and incorporated herein by reference.

(3)  Previously filed as an exhibit to Registrant's Quarterly Report on Form
     10-Q for the period ended June 30, 2000 and incorporated herein by
     reference.

(4)  Previously filed as an exhibit to Amendment No. 1 to CompleTel Europe's
     Registration Statement on Form F-1, file number 333-30834, filed with the
     Securities and Exchange Commission on March 6, 2000, and incorporated
     herein by reference.

(5)  Previously filed as an exhibit to CompleTel Europe's Quarterly Report on
     Form 10-Q, file number 000-30075, filed with the Securities and Exchange
     Commission on May 15, 2000, and incorporated herein by reference.


                                      II-3