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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
   FORM 10-Q   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2004 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 Numbers:
333-56679
333-56679-02
333-56679-01
333-56679-03 RENAISSANCE MEDIA GROUP LLC*
RENAISSANCE MEDIA (LOUISIANA) LLC*
RENAISSANCE MEDIA (TENNESSEE) LLC*
RENAISSANCE MEDIA CAPITAL CORPORATION* 
  Delaware
    
    14-1803051Delaware
    
    14-1801165Delaware
    
    14-1801164Delaware
    
    14-1803049(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)12405 Powerscourt DriveSt. Louis, Missouri
    
    63131(Address of principal executive offices)
    
    (Zip Code)
 (314) 965-0555(Registrants telephone number, including area code)
 Indicate by check mark whether the registrants: (1) have 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 (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [   ] Indicate by check mark whether the registrants are accelerated filers (as
defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X] Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date: All of the limited liability company membership interests of Renaissance
Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC are held by
Renaissance Media Group LLC. All of the issued and outstanding shares of
capital stock of Renaissance Media Capital Corporation are held by
Renaissance Media Group LLC. All of the limited liability company membership
interests of Renaissance Media Group LLC are held by Charter Communications,
LLC (and indirectly by Charter Communications Holdings, LLC, a reporting
company under the Exchange Act). There is no public trading market for any
of the aforementioned limited liability company membership interests or
shares of capital stock. * Renaissance Media Group LLC, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC and Renaissance Media Capital Corporation meet the
conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and
are therefore filing this Form with the reduced disclosure format.




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RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION FORM 10-Q
QUARTER ENDED MARCH 31, 2004 TABLE OF CONTENTS PAGEPart I. Financial InformationItem 1.
Financial Statements -  Renaissance Media Group LLC and Subsidiaries
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23Part II. Other InformationItem 1. Legal Proceedings
    
    
    24Item 6. Exhibits and Reports on Form 8-K
    
    
    24Signatures
    
    
    25Exhibit Index
    
    
    26Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer
  NOTE: Separate financial statements of Renaissance Media Capital Corporation,
Renaissance Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC have
not been presented pursuant to Rule 3-10(b) of Regulation S-X. This quarterly report on Form 10-Q is for the three months ended March 31,
2004. The Securities and Exchange Commission (SEC) allows us to incorporate
by reference information that we file with the SEC, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of
this quarterly report. In addition, information that we file with the SEC in
the future will automatically update and supersede information contained in
this quarterly report. In this quarterly report, we, us and our refers
to Renaissance Media Group LLC and its wholly-owned finance subsidiaries,
Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation, unless the context requires otherwise. 2




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: This quarterly report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the Securities Act),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), regarding, among other things, our plans, strategies and
prospects, both business and financial including, without limitation, the
forward-looking statements set forth in the Results of Operations and
Liquidity and Capital Resources sections under Part I, Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations in
this quarterly report. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are
reasonable, we cannot assure you that we will achieve or realize these plans,
intentions or expectations. Forward-looking statements are inherently subject
to risks, uncertainties and assumptions including, without limitation, the
factors described under Certain Trends and Uncertainties under Part I, Item
2. Managements Discussion and Analysis of Financial Condition and Results of
Operations in this quarterly report. Many of the forward-looking statements
contained in this quarterly report may be identified by the use of
forward-looking words such as believe, expect, anticipate, should,
planned, will, may, intend, estimated and potential, among others.
Important factors that could cause actual results to differ materially from the
forward-looking statements we make in this quarterly report are set forth in
this quarterly report and in other reports or documents that we file from time
to time with the SEC, and include, but are not limited to:  
    
    our ability to sustain and grow revenues and cash flows from operating activities by offering video, high-speed data and
other services and to maintain a stable customer base, particularly in the face of increasingly aggressive competition from
other service providers;  
    
    the availability of funds to meet interest payment obligations under our and our parent companies debt and to fund our
operations and necessary capital expenditures, either through cash flows from operating activities, further borrowings or
other sources;  
    
    any adverse consequences arising out of our restatement of our 2000, 2001 and 2002 financial statements;  
    
    the results of the pending grand jury investigation by the United States Attorneys Office for the Eastern District of
Missouri, the pending SEC Division of Enforcement investigation, the putative class action, the unconsolidated state
action, and derivative shareholders litigation against Charter Communications, Inc., our indirect parent;  
    
    our ability to comply with all covenants in our indenture, any violation of which would result in a violation of the
indenture and could trigger a default of other obligations of our affiliates under cross-default provisions;  
    
    our and our affiliates ability to pay or refinance debt as it becomes due;  
    
    our ability to obtain programming at reasonable prices or to pass cost increases on to our customers;  
    
    general business conditions, economic uncertainty or slowdown; and  
    
    the effects of governmental regulation, including but not limited to local franchise taxing authorities, on our business. All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no duty or obligation to update any of the forward-looking
statements after the date of this quarterly report. 3




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PART I. FINANCIAL INFORMATION. 
 ITEM 1. FINANCIAL STATEMENTS.
 RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS) March 31,
    
    December 31,2004
    
    2003(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    248
    
    
    $
    257Accounts receivable, less allowance for doubtful
accounts of $155 and $172, respectively
    
    
    1,329
    
    
    
    1,600Prepaid expenses and other current assets
    
    
    231
    
    
    
    155Total current assets
    
    
    1,808
    
    
    
    2,012INVESTMENT IN CABLE PROPERTIES:Property, plant and equipment, net of accumulated
depreciation of $95,376 and $87,480, respectively
    
    
    150,162
    
    
    
    154,540Franchises, net of accumulated amortization of
$74,882 and $74,851, respectively
    
    
    252,304
    
    
    
    252,335Total investment in cable properties, net
    
    
    402,466
    
    
    
    406,875OTHER NONCURRENT ASSETS
    
    
    34
    
    
    
    2Total assets
    
    $
    404,308
    
    

    $
    408,889LIABILITIES AND MEMBERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    17,126
    
    
    $
    16,284Payables to manager of cable systems  related parties
    
    
    40,003
    
    
    
    44,089Total current liabilities
    
    
    57,129
    
    
    
    60,373LONG-TERM DEBT
    
    
    116,118
    
    
    
    116,223OTHER LONG-TERM LIABILITIES
    
    
    2,789
    
    
    
    3,229MEMBERS EQUITY
    
    
    228,272
    
    
    
    229,064Total liabilities and members equity
    
    $
    404,308
    
    
    $
    408,889
 The accompanying notes are an integral part of these condensed consolidated financial statements. 4




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED) Three Months EndedMarch 31,2004
    
    2003REVENUES
    
    $
    27,685
    
    
    $
    26,284COSTS AND EXPENSES:Operating (excluding depreciation
and amortization)
    
    
    11,806
    
    
    
    10,575Selling, general and administrative
    
    
    5,180
    
    
    
    4,639Depreciation and amortization
    
    
    8,305
    
    
    
    8,168(Gain) loss on sale of assets, net
    
    
    (1
    )
    
    
    29Option compensation expense, net
    
    
    239
    
    
    
    Special charges, net
    
    
    216
    
    
    
    19925,745
    
    
    
    23,610Income from operations
    
    
    1,940
    
    
    
    2,674OTHER EXPENSE:Interest expense
    
    
    (2,756
    )
    
    
    (2,620
    )Net income (loss)
    
    $
    (816
    )
    
    $
    54
 The accompanying notes are an integral part of these condensed consolidated financial statements. 5




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED) Three Months EndedMarch 31,2004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (816
    )
    
    $
    54Adjustments to reconcile net income (loss) to net cash flows from operating activities:Depreciation and amortization
    
    
    8,305
    
    
    
    8,168Option compensation expense, net
    
    
    184
    
    
    
    Noncash interest expense
    
    
    (105
    )
    
    
    2,620(Gain) loss on sale of assets, net
    
    
    (1
    )
    
    
    29Changes in operating assets and liabilities, net of effects from acquisitions:Accounts receivable
    
    
    271
    
    
    
    1,324Prepaid expenses and other assets
    
    
    (75
    )
    
    
    (180
    )Accounts payable and accrued expenses
    
    
    52
    
    
    
    (1,693
    )Payables to related party
    
    
    (4,699
    )
    
    
    (5,832
    )Net cash flows from operating activities
    
    
    3,116
    
    
    
    4,490CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,477
    )
    
    
    (1,693
    )Change in accrued expenses related to capital expenditures
    
    
    352
    
    
    
    (2,721
    )Other, net
    
    
    
    
    
    
    (76
    )Net cash flows from investing activities
    
    
    (3,125
    )
    
    
    (4,490
    )NET CHANGE IN CASH
    
    
    (9
    )
    
    
    CASH, beginning of period
    
    
    257
    
    
    
    CASH, end of period
    
    $
    248
    
    
    $
    
 The accompanying notes are an integral part of these condensed consolidated financial statements. 6




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)
(UNAUDITED) 1. Organization and Basis of Presentation The accompanying condensed consolidated financial statements of Renaissance
Media Group LLC (the Company) include the accounts of the Company and its
wholly-owned finance subsidiaries, Renaissance Media (Louisiana) LLC
(Renaissance Louisiana), Renaissance Media (Tennessee) LLC (Renaissance
Tennessee) and Renaissance Media Capital Corporation (Capital Corporation).
Renaissance Media LLC (Media) is owned 76% and 24% by Renaissance Louisiana
and Renaissance Tennessee, respectively, and owns all of the operating assets
of the consolidated group. All significant intercompany transactions and
balances have been eliminated in consolidation. The Company is an indirect wholly-owned subsidiary of Charter Communications
Operating, LLC (Charter Operating), which provides funding to the Company as
needed. As of March 31, 2004, the Company owns and operates cable systems
serving approximately 147,900 (unaudited) analog video customers. The Company
offers its customers traditional cable video programming (analog and digital
video) as well as high-speed data services and, in some areas, advanced
broadband services such as video on demand. The Company sells its cable video
programming, high-speed data and advanced broadband services on a subscription
basis. Charter Communications
Holding Company, LLC (Charter Holdco) and Charter
Communications, Inc. (Charter), the Companys managers and indirect parents,
provide management services for the cable systems owned or operated by the
Company. The management services include such services as centralized customer
billing services, data processing and related support, benefits administration
and coordination of insurance coverage and self-insurance programs for medical,
dental and workers compensation claims. Costs associated with providing these
services are billed and charged directly to the Company and are included within
operating costs in the accompanying consolidated statements of operations. The accompanying condensed consolidated financial statements of the Company
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial information and the rules and
regulations of the Securities and Exchange Commission (SEC). Accordingly,
certain information and footnote disclosures typically included in the
Companys Annual Report on Form 10-K have been condensed or omitted for this
quarterly report. The accompanying condensed consolidated financial statements
are unaudited and are subject to review by regulatory authorities. However, in
the opinion of management, such financial statements include all adjustments,
which consist of only normal recurring adjustments, necessary for a fair
presentation of the results for the periods presented. Interim results are not
necessarily indicative of results for a full year. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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. Areas involving significant judgments and
estimates include capitalization of labor and overhead costs, depreciation and
amortization costs, impairments of property, plant and equipment and franchises
and contingencies. Actual results could differ from those estimates. Reclassifications Certain 2003 amounts have been reclassified to conform to the
2004 presentation. 2. Liquidity and Capital Resources The Company recognized income from operations of $2 million and $3 million for
the three months ended March 31, 2004 and 2003, respectively. The Companys
net cash flows from operating activities were $3 million and $4 million for the
three months ended March 31, 2004 and 2003, respectively. The Company has
historically required significant cash to fund capital expenditures and debt
service costs. Historically, the Company has funded these requirements through
cash flows from operating activities and capital contributions from Charter,
Charter Holdco, Charter Communications Holdings, LLC (Charter Holdings) and
Charter Operating. The Company expects to remain in compliance with the
covenants under its indenture, and expects that cash flow from operating
activities will be sufficient to satisfy its liquidity needs until maturity of
its public notes. 7




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)
(UNAUDITED) The Company expects that it will rely on capital contributions from its parent
companies to repay the principal amount of its public notes at maturity.
However, there can be no assurance that its parent companies will have
sufficient liquidity to satisfy this payment when due. The Companys parent
companies have a substantial amount of debt. Any financial or liquidity
problems of the parent companies would likely cause serious disruption to the
Companys business and have a material adverse effect on its business and
results of operations. Any such event would likely adversely impact the
Companys credit rating, and its relations with customers and suppliers, which
could in turn further impair its ability to obtain financing and operate its
business. In addition, a default under the covenants governing any of the
Companys indentures could result in the acceleration of the Companys payment
obligations under its debt and, under certain circumstances, in cross-defaults
under its affiliates debt obligations, which could adversely affect its parent
companies ability to provide the Company with funding. If the Companys business does not generate sufficient cash flow from operating
activities, and sufficient future distributions are not available to the
Company from other sources of financing, it may not be able to repay its debt,
grow its business, respond to competitive challenges, or to fund its other
liquidity and capital needs. 3. Franchises On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, which eliminates the amortization of indefinite
lived intangible assets. Accordingly, beginning January 1, 2002, all
franchises that qualify for indefinite life treatment under SFAS No. 142 are no
longer amortized against earnings but instead will be tested for impairment
annually, or more frequently as warranted by events or changes in
circumstances. Based on the guidance prescribed in Emerging Issues Task Force
(EITF) Issue No. 02-7, Unit of Accounting for Testing of Impairment of
Indefinite-Lived Intangible Assets,franchises are aggregated into essentially
inseparable asset groups to conduct the valuations. The asset groups generally
represented geographic clusters of the Companys cable systems, which
management believes represents the highest and best use of those assets. Fair
value is determined based on estimated discounted future cash flows using
assumptions that are consistent with internal forecasts. Franchise amortization expense for the three months ended March 31, 2004 and
2003 was $31 and $4, respectively, which represents the amortization relating
to franchise renewals. Franchise renewals are amortized on a straight-line
basis over 10 years. Amortization expense relating to these franchises is
expected to be approximately $120. Actual amortization expense to be reported
in future periods could differ from these estimates as a result of new
intangible asset acquisitions or divestitures, changes in useful lives and
other relevant factors. 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of the dates
presented: March 31,
    
    December 31,2004
    
    2003Accounts payable - trade
    
    $
    1,973
    
    
    $
    2,349Accrued capital expenditures
    
    
    1,277
    
    
    
    925Accrued interest
    
    
    5,244
    
    
    
    2,384Programming costs
    
    
    1,746
    
    
    
    1,720Franchise related fees
    
    
    1,046
    
    
    
    2,873State sales tax
    
    
    3,428
    
    
    
    3,630Personal property tax
    
    
    447
    
    
    
    1,172Other accrued liabilities
    
    
    1,965
    
    
    
    1,231$
    17,126
    
    
    $
    16,284
 8




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)
(UNAUDITED) 5. Long-Term Debt Long-term debt consists of the following as of the dates presented: March 31,
    
    December 31,2004
    
    200310% senior discount notes
    
    $
    114,413
    
    
    $
    114,413Unamortized net premium
    
    
    1,705
    
    
    
    1,810$
    116,118
    
    
    $
    116,233
 In 1998, Renaissance Louisiana, Renaissance Tennessee and Capital Corporation
issued $163 million principal amount at maturity of 10.000% senior discount
notes due April 15, 2008 (the Notes) for proceeds of $100 million.
Approximately $49 million of such notes were repurchased in May 1999. The
Notes began accruing cash interest on April 15, 2003. From and after April 15,
2003, the Notes bear interest, payable semi-annually in cash, at a rate of 10%
per annum on April 15 and October 15 of each year, commencing October 15, 2003.
The Company has fully and unconditionally guaranteed the Notes. The fair market value of the Notes was $118 million as of March 31, 2004 and
December 31, 2003. The fair market value of the Notes is based on quoted
market prices. 6. Comprehensive Loss Comprehensive loss is equal to net loss for the three months ended March 31,
2004 and 2003. 7. Income Taxes The Company is a single member limited liability company not subject to income
tax. The Company holds all operations through indirect subsidiaries. The
majority of these indirect subsidiaries are limited liability companies that
are also not subject to income tax. A certain indirect subsidiary is a
corporation that is subject to income tax, but has no operations and has not
generated any taxable income since its inception. Any taxable income that
would be generated by the Company would be the responsibility of the Companys
equity owner. As such, the Company has not provided for income taxes in the
accompanying condensed consolidated financial statements. 8. Contingencies Fourteen putative federal class action lawsuits (the ''Federal Class Actions)
have been filed against Charter and certain of its former and present officers
and directors in various jurisdictions allegedly on behalf of all purchasers of
Charters securities during the period from either November 8 or November 9,
1999 through July 17 or July 18, 2002. Unspecified damages are sought by the
plaintiffs. In general, the lawsuits allege that Charter utilized misleading
accounting practices and failed to disclose these accounting practices and/or
issued false and misleading financial statements and press releases concerning
Charters operations and prospects. The Federal Class Actions were specifically
and individually identified in public filings made by Charter prior to the date
of this quarterly report. In October 2002, Charter filed a motion with the Judicial Panel on
Multidistrict Litigation (the ''Panel) to transfer the Federal Class Actions
to the Eastern District of Missouri. On March 12, 2003, the Panel transferred
the six Federal Class Actions not filed in the Eastern District of Missouri to
that district for coordinated or consolidated pretrial proceedings with the
eight Federal Class Actions already pending there. The Panels transfer order
assigned the Federal Class Actions to Judge Charles A. Shaw. By virtue of a
prior court order, StoneRidge Investment Partners LLC became lead plaintiff
upon entry of the Panels transfer order. StoneRidge subsequently filed a
Consolidated Amended Complaint. The Court subsequently consolidated the Federal
Class Actions into a single consolidated action (the ''Consolidated Federal
Class Action) for pretrial purposes. On June 19, 2003, following a pretrial
conference with the parties, the Court issued a Case Management Order setting
forth a schedule for the pretrial phase of the Consolidated Federal Class
Action. Motions to dismiss the Consolidated Amended Complaint 9




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)
(UNAUDITED) have been filed. On February 10, 2004, in response to a joint motion made by
StoneRidge and defendants, Charter, Vogel and Allen, the court entered an order
providing, among other things, that: (1) the parties who filed such motion,
engage in a mediation within ninety (90) days; and (2) all proceedings in the
Consolidated Federal Class Action were stayed until May 10, 2004. On May 11,
2004, the court extended the stay in the Consolidated Federal Class Action for
an additional sixty (60) days. On September 12, 2002, a shareholders derivative suit (the ''State Derivative
Action) was filed in the Circuit Court of the City of St. Louis, State of
Missouri (the Missouri State Court), against Charter and its then current
directors, as well as its former auditors. A substantively identical derivative
action was later filed and consolidated into the State Derivative Action. The
plaintiffs allege that the individual defendants breached their fiduciary
duties by failing to establish and maintain adequate internal controls and
procedures. Unspecified damages, allegedly on Charters behalf, are sought by
the plaintiffs. On March 12, 2004, an action substantively identical to the State Derivative
Action was filed in the Missouri State Court, against Charter and certain of
its current and former directors, as well as its former auditors. The
plaintiffs allege that the individual defendants breached their fiduciary
duties by failing to establish and maintain adequate internal controls and
procedures. This case has not yet been consolidated with the State Derivative
Action, but Charter expects that it will be in the future. Unspecified damages,
allegedly on Charters behalf, are sought by plaintiffs. Separately, on February 12, 2003, a shareholders derivative suit (the ''Federal
Derivative Action), was filed against Charter and its then current directors
in the United States District Court for the Eastern District of Missouri. The
plaintiff alleges that the individual defendants breached their fiduciary
duties and grossly mismanaged Charter by failing to establish and maintain
adequate internal controls and procedures. Unspecified damages, allegedly on
Charters behalf, are sought by the plaintiffs. In addition to the Federal Class Actions, the State Derivative Action, the new
Missouri State Court derivative action and the Federal Derivative Action, six
putative class action lawsuits have been filed against Charter and certain of
its then current directors and officers in the Court of Chancery of the State
of Delaware (the ''Delaware Class Actions). The lawsuits were filed after the
filing of a Schedule 13D amendment by Mr. Allen indicating that he was
exploring a number of possible alternatives with respect to restructuring or
expanding his ownership interest in Charter. Charter believes that the
plaintiffs speculated that Mr. Allen might have been contemplating an unfair
bid for shares of Charter or some other sort of going private transaction on
unfair terms and generally alleged that the defendants breached their fiduciary
duties by participating in or acquiescing to such a transaction. The lawsuits
were brought on behalf of Charters securities holders as of July 29, 2002, and
seek unspecified damages and possible injunctive relief. The Delaware Class
Actions are substantively identical. Charter has informed the Company that no
such transaction by Mr. Allen has been presented. Orders of dismissal without
prejudice have been entered in each of the Delaware Class Actions. All of the lawsuits discussed above are each in preliminary stages. No reserves
have been established for potential losses or related insurance recoveries on
these matters because Charter is unable to predict the outcome. Charter has
advised the Company that it intends to vigorously defend the lawsuits. In August 2002, Charter became aware of a grand jury investigation being
conducted by the U.S. Attorneys Office for the Eastern District of Missouri
into certain of its accounting and reporting practices, focusing on how Charter
reported customer numbers, and its reporting of amounts received from digital
set-top terminal suppliers for advertising. The U.S. Attorneys Office has
publicly stated that Charter is not currently a target of the investigation.
Charter has also been advised by the U. S. Attorneys office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated customer account numbers. On July 25, 2003, one
of the former officers who was indicted entered a guilty plea. Charter has
advised the Company that it is fully cooperating with the investigation. On November 4, 2002, Charter received an informal, non-public inquiry from the
staff of the SEC. The SEC has subsequently issued a formal order of
investigation dated January 23, 2003, and subsequent document and testimony 10




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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)
(UNAUDITED) subpoenas. The investigation and subpoenas generally concern Charters prior
reports with respect to its determination of the number of customers, and
various of its accounting policies and practices including its capitalization
of certain expenses and dealings with certain vendors, including programmers
and digital set-top terminal suppliers. Charter has advised the Company that it
is fully cooperating with the SEC staff. Charter is generally required to indemnify each of the named individual
defendants in connection with the matters described above pursuant to the terms
of its bylaws and (where applicable) such individual defendants employment
agreements. In accordance with these documents, in connection with the pending
grand jury investigation, SEC investigation and the above described lawsuits,
some of its current and former directors and Charters current and former
officers have been advanced certain costs and expenses incurred in connection
with their defense. Charter has liability insurance coverage that it believes is available for the
matters described above, where applicable, subject to the terms, conditions and
limitations of the respective policies. There is no assurance that current
coverage will be sufficient for all claims described above or any future claims
that may arise. In October 2001, two customers, Nikki Nicholls and Geraldine M. Barber, filed a
class action suit against Charter Holdco in South Carolina Court of Common
Pleas (''South Carolina Class Action), purportedly on behalf of a class of
Charter Holdcos customers, alleging that Charter Holdco improperly charged
them a wire maintenance fee without request or permission. They also claimed
that Charter Holdco improperly required them to rent analog and/or digital
set-top terminals even though their television sets were ''cable ready.
Charter Holdco removed this case to the United States District Court for the
District of South Carolina in November 2001, and moved to dismiss the suit in
December 2001. The federal judge remanded the case to the South Carolina Court
of Common Pleas in August 2002 without ruling on the motion to dismiss. The
plaintiffs subsequently moved for a default judgment, arguing that upon return
to state court, Charter Holdco should have but did not file a new motion to
dismiss. The state court judge granted the plaintiffs motion over Charter
Holdcos objection in September 2002. Charter Holdco immediately appealed that
decision to the South Carolina Court of Appeals and the South Carolina Supreme
Court, but those courts have ruled that until a final judgment is entered
against Charter Holdco, they lack jurisdiction to hear the appeal. In January 2003, the Court of Common Pleas granted the plaintiffs motion for
class certification. In October and November 2003, Charter Holdco filed motions
(a) asking that court to set aside the default judgment, and (b) seeking
dismissal of plaintiffs suit for failure to state a claim. In January 2004,
the Court of Common Pleas granted in part and denied in part Charter Holdcos
motion to dismiss for failure to state a claim. It also took under advisement
Charter Holdcos motion to set aside the default judgment. In April 2004, the
parties participated in mediation with respect to this and related litigation.
The mediator made a proposal to the parties. In May 2004, the parties to this
and the related litigation accepted the mediators proposal and reached a
tentative settlement. The tentative settlement remains subject to final
documentation and court approval. As a result of the tentative settlement, the
Company has recorded a special charge of $0.2 million in its condensed
consolidated statement of operations for the three months ended March 31, 2004
related to its portion of the litigation costs. Charter is unable to predict the outcome of the lawsuits and the government
investigations described above. An unfavorable outcome in any of these lawsuits
or the government investigations could have a material adverse effect on the
Companys financial condition, results of operations or its liquidity. In addition to the matters set forth above, Charter is also party to other
lawsuits and claims that arose in the ordinary course of conducting its
business. In the opinion of management, after taking into account recorded
liabilities, the outcome of these other lawsuits and claims are not expected to
have a material adverse effect on the Companys financial condition, results
of operations or its liquidity. 11




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. Reference is made to Certain Trends and Uncertainties of this section and
Cautionary Statement Regarding Forward-Looking Statements, which describe
important factors that could cause actual results to differ from expectations
and non-historical information contained herein. In addition, this section
should be read in conjunction with the Annual Reports on Form 10-K of
Renaissance Media Group LLC and subsidiaries and Charter Communications
Holdings, LLC (Charter Holdings) for the year ended December 31, 2003. We, us and our refer to Renaissance Media Group LLC and its wholly-owned
finance subsidiaries, Renaissance Media (Louisiana) LLC, Renaissance Media
(Tennessee) LLC and Renaissance Media Capital Corporation. INTRODUCTION During 2003, we and our indirect parents, Charter Communications, Inc.
(Charter) and Charter Communications Holding Company, LLC (Charter Holdco),
undertook a number of transition activities including reorganizing our
workforce, adjusting our cable video pricing and packages, completing call
center consolidations and implementing billing conversions. Due to the focus
on such activities and certain financial constraints, we reduced spending on
marketing our products and services. We believe the reduced marketing
activities and other necessary operational changes negatively impacted customer
growth and acquisition, primarily during the first half of 2003. During the
second half of 2003 and the first quarter of 2004, we increased our marketing
efforts and implemented promotional campaigns to accelerate advanced service
penetration, particularly in high-speed data. The first cash interest payment on our public notes occurred in October 2003.
We are now required to pay cash interest each April and October. In addition,
our outstanding public notes will mature in 2008. We expect that we will rely
on loans and capital contributions from our parent companies to repay our
public notes at maturity. However, there can be no assurance that our parent
companies will have sufficient liquidity to provide funds to us to satisfy this
payment when due. CRITICAL ACCOUNTING POLICIES AND ESTIMATES For a discussion of our critical accounting policies and the means by which we
develop estimates therefore see Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations in our 2003 Annual Report on
Form 10-K. 12




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RESULTS OF OPERATIONS Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003 The following table sets forth the percentages of revenues that items in the
accompanying condensed consolidated statements of operations constituted for
the periods presented (dollars in thousands): Three Months Ended March 31,2004
    
    2003Revenues
    
    $
    27,685
    
    
    
    100
    %
    
    $
    26,284
    
    
    
    100
    %Costs and expenses:Operating (excluding depreciation and amortization)
    
    
    11,806
    
    
    
    43
    %
    
    
    10,575
    
    
    
    40
    %Selling, general and administrative
    
    
    5,180
    
    
    
    19
    %
    
    
    4,639
    
    
    
    18
    %Depreciation and amortization
    
    
    8,305
    
    
    
    30
    %
    
    
    8,168
    
    
    
    31
    %(Gain) loss on sale of assets, net
    
    
    (1
    )
    
    
    
    
    
    
    29
    
    
    
    Option compensation expense, net
    
    
    239
    
    
    
    1
    %
    
    
    
    
    
    
    Special charges, net
    
    
    216
    
    
    
    
    
    
    
    199
    
    
    
    1
    %25,745
    
    
    
    93
    %
    
    
    23,610
    
    
    
    90
    %Income from operations
    
    
    1,940
    
    
    
    7
    %
    
    
    2,674
    
    
    
    10
    %Other expense:Interest expense
    
    
    (2,756
    )
    
    
    
    
    
    
    (2,620
    )Net income (loss)
    
    $
    (816
    )
    
    
    
    
    
    $
    54
 Revenues.Revenues increased $1.4 million, or 5%, to $27.7 million for the
three months ended March 31, 2004 from $26.3 million for the three months ended
March 31, 2003. This increase is principally the result of increases in the
number of analog video, digital video and high-speed data customers as well as
price increases for video and data services. Our goal is to increase revenues
by implementing price increases on certain services and packages and increasing
revenues from incremental high-speed data services, digital video and advanced
products and services, such as video on demand (VOD), that we provide to our
existing customer base and commercial customers. Revenues by service offering were as follows (dollars in thousands): Three Months Ended March 31,2004
    
    2003
    
    2004 over 2003% of
    
    
    
    
    
    % of
    
    
    
    
    
    %Revenues
    
    Revenues
    
    Revenues
    
    Revenues
    
    Change
    
    ChangeVideo
    
    $
    20,832
    
    
    
    75
    %
    
    $
    20,540
    
    
    
    78
    %
    
    $
    292
    
    
    
    1
    %High-speed data
    
    
    3,196
    
    
    
    12
    %
    
    
    2,145
    
    
    
    8
    %
    
    
    1,051
    
    
    
    49
    %Advertising sales
    
    
    1,092
    
    
    
    4
    %
    
    
    1,043
    
    
    
    4
    %
    
    
    49
    
    
    
    5
    %Commercial
    
    
    656
    
    
    
    2
    %
    
    
    552
    
    
    
    2
    %
    
    
    104
    
    
    
    19
    %Other
    
    
    1,909
    
    
    
    7
    %
    
    
    2,004
    
    
    
    8
    %
    
    
    (95
    )
    
    
    (5
    )%$
    27,685
    
    
    
    100
    %
    
    $
    26,284
    
    
    
    100
    %
    
    $
    1,401
    
    
    
    5
    %
 Video revenues consist primarily of revenues from analog and digital video
services provided to our non-commercial customers. Video revenues increased by
$0.3 million, or 1%, to $20.8 million for the three months ended March 31, 2004
as compared to $20.5 million for the three months ended March 31, 2003. The
increase was primarily a result of price increases and an increase in analog
and digital video customers. Revenues from high-speed data services provided to our non-commercial customers
increased $1.1 million, or 49%, from $2.1 million three months ended March 31,
2003 to $3.2 million for the three months ended March 31, 2004. The increase
was primarily the result of the addition of high-speed data customers within
our existing service areas. 13




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##### Table of Contents



Advertising sales revenues consist primarily of revenues from commercial
advertising customers, programmers and other vendors. Advertising sales
increased $49 thousand, or 5%, for the three months ended March 31, 2004
compared to the three months ended March 31, 2003. For the three months ended
March 31, 2004 and 2003, we received $39 thousand and $71 thousand,
respectively, in advertising revenue from vendors. Commercial revenues consist primarily of revenues from cable video and
high-speed data services to our commercial customers. Commercial revenues
increased $0.1 million, or 19%, from $0.6 million for the three months ended
March 31, 2003 to $0.7 million for the three months ended March 31, 2004
primarily as a result of an increase in commercial high-speed data revenues. Other revenues consist of revenues from franchise fees, equipment rental,
customer installations, home shopping, dial-up Internet service, late payment
fees, wire maintenance fees and other miscellaneous revenues. Other revenues
decreased $0.1 million, or 5%, for the three months ended March 31, 2004 as
compared to the three months ended March 31, 2003. The decrease was primarily
a result of a decrease in installation revenue. Operating Expenses.Operating expenses increased by $1.2 million, or 12%, from
$10.6 million for the three months ended March 31, 2003 to $11.8 million for
the three months ended March 31, 2004. Programming costs included in the
accompanying condensed consolidated statements of operations were $7.7 million
and $6.9 million, representing 30% and 29% of total operating costs and
expenses for the three months ended March 31, 2004 and 2003, respectively. Key
expense components as a percentage of revenues were as follows (dollars in
thousands): Three Months Ended March 31,2004
    
    2003
    
    2004 over 2003% of
    
    
    
    
    
    % of
    
    
    
    
    
    %Expenses
    
    Revenues
    
    Expenses
    
    Revenues
    
    Change
    
    ChangeProgramming
    
    $
    7,664
    
    
    
    28
    %
    
    $
    6,908
    
    
    
    26
    %
    
    $
    756
    
    
    
    11
    %Advertising sales
    
    
    577
    
    
    
    2
    %
    
    
    581
    
    
    
    2
    %
    
    
    (4
    )
    
    
    (1
    )%Service costs
    
    
    3,565
    
    
    
    13
    %
    
    
    3,086
    
    
    
    12
    %
    
    
    479
    
    
    
    16
    %$
    11,806
    
    
    
    43
    %
    
    $
    10,575
    
    
    
    40
    %
    
    $
    1,231
    
    
    
    12
    %
 Programming costs consist primarily of costs paid to programmers for the
provision of analog, premium and digital channels and pay-per-view programming.
The increase in programming costs of $0.8 million, or 11%, was primarily a
result of price increases, particularly in sports programming, an increased
number of channels carried on our systems and an increase in analog and digital
video customers. Programming costs were offset by the amortization of payments
received from programmers in support of launches of new channels of $0.4
million and $0.5 million for the three months ended March 31, 2004 and 2003,
respectively. Our cable programming costs have increased in every year we have operated in
excess of customary inflationary and cost-of-living type increases, and we
expect them to continue to increase because of a variety of factors, including
additional programming being provided to customers as a result of system
rebuilds that increase channel capacity, increased costs to produce or purchase
programming and inflationary or negotiated annual increases. Our increasing
programming costs will result in declining video product margins to the extent
we are unable to pass on cost increases to our customers. We expect to
partially offset any resulting margin compression from our traditional video
services with revenue from advanced video services, increased incremental
high-speed data revenues, advertising revenues and commercial services
revenues. Advertising sales expenses consist of costs related to traditional advertising
services provided to advertising customers, including salaries and benefits and
commissions. Advertising sales expenses decreased $4 thousand, or 1%, for the
three months ended March 31, 2004 as compared to the corresponding period in
2003. Service costs consist primarily of service personnel salaries and
benefits, franchise fees, system utilities, Internet service provider fees,
maintenance and pole rent expense. The increase in service costs of $0.5
million, or 16%, resulted primarily from additional activity associated with
on-going infrastructure maintenance. Selling, General and Administrative Expenses.Selling, general and
administrative expenses increased by $0.6 million from $4.6 million for the
three months ended March 31, 2003 to $5.2 million for the three months ended
March 31, 2004. Key components of expense as a percentage of revenues were as
follows (dollars in thousands):  14




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##### Table of Contents



Three Months Ended March 31,2004
    
    2003
    
    2004 over 2003% of
    
    
    
    
    
    % of
    
    
    
    
    
    %Expenses
    
    Revenues
    
    Expenses
    
    Revenues
    
    Change
    
    ChangeGeneral and
administrative
    
    $
    4,634
    
    
    
    17
    %
    
    $
    4,465
    
    
    
    17
    %
    
    $
    169
    
    
    
    4
    %Marketing
    
    
    546
    
    
    
    2
    %
    
    
    174
    
    
    
    1
    %
    
    
    372
    
    
    
    214
    %$
    5,180
    
    
    
    19
    %
    
    $
    4,639
    
    
    
    18
    %
    
    $
    541
    
    
    
    12
    %
 General and administrative expenses consist primarily of salaries and benefits,
rent expense, billing costs, call center costs, internal network costs, bad
debt expense and property taxes. The increase in general and administrative
expenses of $0.2 million, or 4%, resulted primarily from an increase of
approximately $0.8 million in customer service costs and network related
expenses. These increases were partially offset by a decrease in salary and
benefit costs of approximately $0.5 million. Marketing expenses increased $0.4 million, or 214%, as a result of introducing
the Get Hooked national branding campaign related to our service offerings. Depreciation and Amortization.Depreciation and amortization expense increased
by $0.1 million, or 2%, from $8.2 million for the three months ended March 31,
2003 to $8.3 million for the three months ended March 31, 2004. This increase
was due primarily to an increase in depreciation expense related to additional
capital expenditures in 2004 and 2003. (Gain) Loss on Sale of Assets, Net.Gain on sale of assets of $1 thousand for
the three months ended March 31, 2004 and the loss on sale of assets of $29
thousand for the three months ended March 31, 2003 represents the gain or loss
realized on the sale of fixed assets. Option Compensation Expense, Net. Option compensation expense of $0.2 million
for the three months ended March 31, 2004 primarily represents the expense
related to options granted following the adoption of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. Special Charges, net.Special charges of $0.2 million for the three months
ended March 31, 2004 primarily represents litigation costs related to our
portion of Charters tentative settlement of the South Carolina national class
action suit, subject to final documentation and court approval and special
charges of $0.2 million for the three months ended March 31, 2003, primarily
represents severance and related costs of our on-going initiative to reduce our
workforce. We expect to continue to record additional special charges in 2004
related to the reorganization of our operations. Interest Expense, net.Interest expense increased $0.2 million, or 5%, to $2.8
million for the three months ended March 31, 2004 from $2.6 million for the
three months ended March 31, 2003. This increase is a result of the accretion
and cash interest associated with our senior discount notes. Net Income (Loss).Net income decreased $0.9 million to a loss of $0.8 million
for the three months ended March 31, 2004 from income of $0.1 million for the
three months ended March 31, 2003 as a result of the combination of the factors
discussed above. LIQUIDITY AND CAPITAL RESOURCES Introduction This section contains a discussion of our liquidity and capital resources,
including a discussion of our cash position, sources and uses of cash, access
to debt facilities and other financing sources, historical financing
activities, cash needs, capital expenditures and outstanding debt. 15




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##### Table of Contents



Overview Our business requires significant cash to fund capital expenditures, debt
service costs and ongoing operations. We have historically funded our
operating activities and capital requirements through cash flows from operating
activities and capital contributions from our parent companies. The mix of
funding sources changes from period to period, but for the three months ended
March 31, 2004, 100% of our funding requirements were from cash flows from
operating activities. During 2004, we expect to fund our liquidity and capital
requirements primarily through cash flows from operating activities. The principal amount of our senior notes was $114 million as of March 31, 2004.
Since October 15, 2003, interest on the notes is payable semi-annually in
arrears in cash at a rate of 10% per year. On April 15, 2003, the notes became
redeemable at the option of the issuers thereof, in whole or in part, initially
at 105% of their principal amount at maturity, plus accrued interest, declining
to 100% of the principal amount at maturity, plus accrued interest, on or after
April 15, 2006. Renaissance Media Group has fully and unconditionally
guaranteed the notes. The fair market value of the senior notes was $118 million as of March 31, 2004
and December 31, 2003. The fair market value of the senior notes is based on
quoted market prices. See the section entitled Liquidity and Capital Resources of Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations in our 2003 Annual Report on Form 10-K for a description of our
senior notes indenture, including certain terms, restrictions and covenants. We expect to remain in compliance with the covenants under our indenture. We
expect that cash flows from operating activities will be sufficient to satisfy
our liquidity needs until maturity of the public notes. However, there can be
no assurance that we will have access to sufficient capital to repay our public
notes when they mature in 2008. Cash flows from operating activities may not
be sufficient, on their own, to permit us to satisfy these obligations.
Traditionally, we have relied on our parents ability to access the public debt
and equity markets, as well as borrowings under our parents credit facilities,
as a source of capital. There can be no assurance that our parent companies
will have sufficient liquidity to provide funds to us to satisfy this payment
when due. In addition, a default under the covenants governing our indenture
could result in the acceleration of our payment obligations under our debt and,
under certain circumstances, in cross-defaults under our affiliates debt
obligations, which could adversely affect our parent companies ability to
provide us with funding. Increased funding requirements from customer demand for digital video and
high-speed data services, or the need to offer other advanced services in
certain of our markets in order to compete effectively could make us further
reliant on our parent companies ability to make loans and capital
contributions to us. If we are unable to receive adequate financing to fund
operations, our financial condition and results of operations could suffer
materially. No assurances can be given that we will not experience liquidity problems
because of adverse market conditions, increased competition or other
unfavorable events, or if we do not obtain sufficient additional financing on a
timely basis as our debt becomes due. If, at such time, additional capital or
borrowing capacity is required beyond amounts internally generated by us, we
would consider:  
    
    selling assets; or
    
    seeking funding from our parent companies through the issuance of
debt or equity by our parent companies, including Charter, Charter
Holdings, CCH II, LLC, CCO Holdings, LLC or Charter Communications
Operating, LLC, the proceeds of which could be loaned or contributed to
us. If the above strategies are not successful, ultimately, we could be forced to
restructure our obligations or seek protection under the bankruptcy laws. In
addition, if we need to raise additional capital through the issuance of equity
or find it necessary to engage in a recapitalization or other similar
transaction, our noteholders might not receive all principal and interest
payments to which they are contractually entitled. Although in the past, Paul G. Allen, Charters principal shareholder, and his
affiliates have purchased equity from Charter and Charter Holdco for the
purpose of funding capital contributions to us, there is no obligation for Mr.
Allen or his affiliates to purchase equity from or contribute or loan funds to
us or to our subsidiaries in the future. 16




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##### Table of Contents



Historical Operating, Financing and Investing Activities We held $0.2 million and $0.3 million in cash and cash equivalents as of March
31, 2004 and December 31, 2003, respectively. Operating Activities.Net cash provided by operating activities for the three
months ended March 31, 2004 and 2003 was $3 million and $4 million,
respectively. Operating activities provided $1 million less cash during the
three months ended March 31, 2004 compared to the corresponding period in 2003,
primarily a result of an increase in cash interest expense of $3 million
partially offset by changes in operating assets and liabilities that used $2
million less cash during the three months ended March 31, 2004 compared to the
corresponding period in 2003. Investing Activities.Net cash used in investing activities for the three
months ended March 31, 2004 and 2003 was $3 million and $4 million,
respectively. Investing activities used $1 million less cash during the three
months ended March 31, 2004 compared to the corresponding period in 2003,
primarily as a result of an increase of approximately $3 million in our change
in liabilities related to capital expenditures, partially offset by an increase
in purchases of property, plant and equipment of approximately $2 million. Capital Expenditures We have significant ongoing capital expenditure requirements. Capital
expenditures were $3 million and $2 million for the three months ended March
31, 2004 and 2003, respectively. The majority of the capital expenditures for
the three months ended March 31, 2004 and 2003 related to our customer premise
equipment. Upgrading our cable systems has enabled us to offer digital television,
high-speed data services, VOD, additional channels and tiers, and expanded
pay-per-view options to a larger customer base. Our capital expenditures are
funded primarily from cash flows from operating activities. In addition,
during the three months ended March 31, 2004 and 2003, our liabilities related
to capital expenditures increased $0.4 million and decreased $3 million,
respectively. During 2004, we expect to spend a total of $10 million to $20 million on
capital expenditures. We expect that the nature of these expenditures will
continue to shift from upgrade/rebuild to customer premise equipment and
scalable infrastructure costs. We expect to fund capital expenditures for 2004
from cash flows from operating activities. CERTAIN TRENDS AND UNCERTAINTIES The following discussion highlights a number of trends and uncertainties, in
addition to those discussed elsewhere in this quarterly report and in the
Critical Accounting Policies and Estimates section of Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations in
our 2003 Annual Report on Form 10-K, that could materially impact our business,
results of operations and financial condition. Restrictive Covenants.The indenture governing our publicly held notes contains
a number of significant covenants that could adversely impact our business. In
particular, our indenture restricts our and our subsidiaries ability to:  
    
    make certain investments or acquisitions;
    
    enter into related party transactions;
    
    dispose of assets or merge;
    
    incur additional debt;
    
    issue equity;
    
    repurchase or redeem equity interests and debt;
    
    grant liens;
    
    pledge assets; and
    
    pay dividends or make other distributions. The ability to comply with these provisions may be affected by events beyond
our control. The breach of any of these covenants will result in a default
under the indenture governing our publicly held notes that could result in
acceleration of our publicly held notes and in certain cases, could result in
cross-defaults under our affiliates debt obligations. Any default under our
indenture might adversely affect our growth, our financial condition and our
results of operations and our ability to make payments on our publicly held
notes. For more information, see the section above entitled Liquidity and
Capital Resources. 17




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##### Table of Contents



Liquidity.Our business requires significant cash to fund capital expenditures,
debt service costs and ongoing operations. Our ongoing operations will depend
on our ability to generate cash and to secure financing in the future. We have
historically funded liquidity and capital requirements through cash flows from
operating activities and capital contributions from our indirect parent
companies. As the principal amounts of our public notes become due in 2008, it is unclear
whether we will have access to sufficient capital to satisfy these principal
repayment obligations. Cash flows from operating activities and other existing
sources of funds may not be sufficient, on their own, to permit us to satisfy
these obligations. If our business does not generate sufficient cash flow from operating
activities, and sufficient future contributions are not available to us from
other sources of financing, we may not be able to repay our debt, grow our
business, respond to competitive challenges, or to fund our other liquidity and
capital needs. If we need to seek alternative sources of financing, there can be no assurance
that we will be able to obtain the requisite financing or that such financing,
if available, would not have terms that are materially disadvantageous to our
existing debt holders. Although Mr. Allen and his affiliates have purchased
equity from Charter and Charter Holdco in the past, there is no obligation for
Mr. Allen or his affiliates to purchase equity or contribute or lend funds to
us or to our subsidiaries in the future. If we or our parent companies are unable to raise needed capital, ultimately,
we could be forced to restructure our obligations or seek protection under the
bankruptcy laws. In addition, if we find it necessary to engage in a
recapitalization or other similar transaction, our noteholders might not
receive all principal and interest payments to which they are contractually
entitled. For more information, see the section above entitled Liquidity and Capital
Resources. Parent Level Liquidity Concerns. Our indirect parent companies have a
substantial amount of debt. Any financial or liquidity problems of our
indirect parent companies would likely cause serious disruption to our business
and have a material adverse effect on our business and results of operations.
Any such event would likely adversely impact our credit rating, and our
relations with customers and suppliers, which could in turn further impair our
ability to obtain financing and operate our business. Further, to the extent
that any such event results in a change of control of Charter (whether through
a bankruptcy, receivership or other reorganization of Charter and/or Charter
Holdco, or otherwise), it could require a change of control repurchase offer
under our outstanding notes. Securities Litigation and Government Investigations.A number of putative
federal class action lawsuits have been filed against Charter and certain of
its former and present officers and directors alleging violations of securities
laws, which have been consolidated for pretrial purposes. In addition, a
number of other lawsuits have been filed against Charter in other
jurisdictions. A shareholders derivative suit was filed in the U.S. District
Court for the Eastern District of Missouri, and several class action lawsuits
were filed in Delaware state court against Charter and certain of its directors
and officers. Finally, two shareholders derivative suits were filed in
Missouri State Court against Charter, its then current directors and its former
independent auditor. These actions were consolidated during the fourth quarter
of 2002. Additionally, on March 12, 2004, an action substantively
identical to the Missouri State Court derivative suits was filed in
the Missouri State Court. This case has not yet been consolidated with
the other Missouri State Court derivative suits, but Charter expects
that it will be in the future. The federal shareholders derivative suit,
the Delaware class actions, the consolidated derivative suit and the
new Missouri State Court derivative action each allege that the defendants breached
their fiduciary duties. In August 2002, Charter became aware of a grand jury investigation being
conducted by the U.S. Attorneys Office for the Eastern District of Missouri
into certain of its accounting and reporting practices focusing on how it
reported customer numbers, and its reporting of amounts received from digital
set-top terminal suppliers for advertising. The U.S. Attorneys Office has
publicly stated that Charter is not currently a target of the investigation.
Charter has also been advised by the U.S. Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated customer account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
advised us that it is fully cooperating with the investigation. On November 4, 2002, Charter received an informal, non-public inquiry from the
staff of the SEC. The SEC subsequently issued a formal order of investigation
dated January 23, 2003, and subsequent related document and testimony
subpoenas. The investigation and subpoenas generally concern Charters prior
reports with respect to its 18




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determination of the number of customers and various of its accounting policies
and practices including its capitalization of certain expenses and dealings
with certain vendors, including programmers and digital set-top terminal
suppliers. Charter has advised us that it is fully cooperating with the SEC
staff. Due to the inherent uncertainties of litigation and investigations, Charter
cannot predict the ultimate outcome of these proceedings. An unfavorable
outcome in the lawsuits or the government investigations described above could
have a material adverse effect on our financial condition and results of
operations or our liquidity. In addition, the restatement of our 2000, 2001 and 2002 financial statements
may lead to additional allegations in the pending securities class and
shareholders derivative actions against Charter, or to additional claims being
filed or to investigations being expanded or commenced. These proceedings, and
Charters actions in response to these proceedings, could result in substantial
costs, substantial potential liabilities and the diversion of managements
attention, and could adversely affect our ability to execute our business and
financial strategies. Competition.The industry in which we operate is highly competitive. In some
instances, we compete against companies with fewer regulatory burdens, easier
access to financing, greater personnel resources, greater brand name
recognition and long-established relationships with regulatory authorities and
customers. Increasing consolidation in the cable industry and the repeal of
certain ownership rules may provide additional benefits to certain of our
competitors, either through access to financing, resources or efficiencies of
scale. Our principal competitor for video services throughout our territory is
direct broadcast satellite television services, also known as DBS. Competition
from DBS, including intensive marketing efforts, aggressive pricing, and the
ability of DBS to provide certain services that we are in the process of
developing, has had an adverse impact on our ability to retain customers.
Local telephone companies and electric utilities can compete in this area, and
they increasingly may do so in the future. The subscription television
industry also faces competition from free broadcast television and from other
communications and entertainment media. With respect to our Internet access
services, we face competition, including intensive marketing efforts and
aggressive pricing, from telephone companies and other providers of dial-up
and digital subscriber line technology, also known as DSL. Further loss of
customers to DBS or other alternative video and data services could have a
material negative impact on our business. Mergers, joint ventures and alliances among franchise, wireless or private
cable operators, satellite television providers, local exchange carriers and
others, and the repeal of certain ownership rules may provide additional
benefits to some of our competitors, either through access to financing,
resources or efficiencies of scale, or the ability to provide multiple services
in direct competition with us. Streamlining of Operations.In the past, Charter (our manager) experienced
rapid growth from acquisitions of a number of smaller cable operators and the
rapid rebuild and rollout of advanced services. Our future success will depend
in part on our ability to standardize and streamline our operations. The
failure to implement a consistent corporate culture and management, operating
or financial systems or procedures necessary to standardize and streamline our
operations and effectively operate our enterprise could have a material adverse
effect on our business, results of operations and financial condition. In
addition, our ability to properly manage our operations will be impacted by our
ability to attract, retain and incentivize experienced, qualified, professional
management. Services.We expect that a substantial portion of our near-term growth will be
achieved through revenues from high-speed data services, digital video, bundled
service packages, and to a lesser extent, various commercial services that take
advantage of cables broadband capacity. The technology involved in our
product and service offerings generally requires that we have permission to use
intellectual property and that such property not infringe on rights claimed by
others. We may not be able to offer these advanced services successfully to
our customers or provide adequate customer service and these advanced services
may not generate adequate revenues. Also, if the vendors we use for these
services are not financially viable over time, we may experience disruption of
service and incur costs to find alternative vendors. In addition, if it is
determined that the product being utilized infringes on the rights of others,
we may be sued or be precluded from using the technology. Increasing Programming Costs.Programming has been, and is expected to continue
to be, our largest operating expense item. In recent years, the cable industry
has experienced a rapid escalation in the cost of programming, particularly
sports programming. This escalation may continue, and we may not be able to
pass programming cost increases on to our customers. The inability to fully
pass these programming cost increases on to our customers would have an adverse
impact on our cash flow and operating margins. 19




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Public Notes Price Volatility.The market price of our publicly traded notes
has been and is likely to continue to be highly volatile. We expect that the
price of our securities may fluctuate in response to various factors, including
the factors described throughout this section and various other factors which
may be beyond our control. These factors beyond our control could include:
financial forecasts by securities analysts; new conditions or trends in the
cable or telecommunications industry; general economic and market conditions
and specifically, conditions related to the cable or telecommunications
industry; any further downgrade of Charters (or our) debt ratings;
announcement of the development of improved or competitive technologies; the
use of new products or promotions by us or our competitors; changes in
accounting rules; and new regulatory legislation adopted in the United States. In addition, the securities market in general, and the market for cable
television securities in particular, have experienced significant price
fluctuations. Volatility in the market price for companies may often be
unrelated or disproportionate to the operating performance of those companies.
These broad market and industry factors may seriously harm the market price of
our public notes, regardless of our operating performance. In the past,
securities litigation has often commenced following periods of volatility in
the market price of our securities, and several purported class action lawsuits
were filed against Charter in 2001 and 2002, following a decline in its stock
price. Economic Slowdown; Global Conflict.It is difficult to assess the impact that
the general economic slowdown and global conflict will have on future
operations. However, the economic slowdown has resulted and could continue to
result in reduced spending by customers and advertisers, which could reduce our
revenues, and also could affect our ability to collect accounts receivable and
maintain customers. If we experience reduced operating revenues, it could
negatively affect our ability to make expected capital expenditures and could
also result in our inability to meet our obligations under our financing
agreements. These developments could also have a negative impact on our
financing and variable interest rate agreements through disruptions in the
market or negative market conditions. Long-Term Indebtedness - Change of Control Payments.We may not have the
ability to raise the funds necessary to fulfill our obligations under our
public notes following a change of control. A change of control under our
public notes would require us to make an offer to repurchase our outstanding
public notes. However, a failure by us to make or complete a change of control
offer would place us in default of these agreements. Regulation and Legislation.Cable system operations are extensively regulated
at the federal, state, and local level, including rate regulation of basic
service and equipment and municipal approval of franchise agreements and their
terms, such as franchise requirements to upgrade cable plant and meet specified
customer service standards. Additional legislation and regulation is always
possible. For example, there has been considerable legislative interest
recently in requiring cable operators to offer historically bundled programming
services on an á la carte basis. Cable operators also face significant regulation of their channel carriage.
They currently can be required to devote substantial capacity to the carriage
of programming that they would not carry voluntarily, including certain local
broadcast signals, local public, educational and government access programming,
and unaffiliated commercial leased access programming. This carriage burden
could increase in the future, particularly if the FCC were to require cable
systems to carry both the analog and digital versions of local broadcast
signals or multiple channels added by digital broadcasters. The FCC is
currently conducting a proceeding in which it is considering this channel usage
possibility, although it previously issued a tentative decision against such
dual carriage. In addition, the carriage of new high definition broadcast and
satellite programming services over the next few years may consume significant
amounts of system capacity without contributing to proportionate increases in
system revenue. There is also uncertainty whether local franchising
authorities, state regulators, the FCC, or the U.S. Congress will impose
obligations on cable operators to provide unaffiliated Internet service
providers with regulated access to cable plant. If they were to do so, and the
obligations were found to be lawful, it could complicate our operations in
general, and our Internet operations in particular, from a technical and
marketing standpoint. These open access obligations could adversely impact our
profitability and discourage system upgrades and the introduction of new
products and services. The United States Court of Appeals for the Ninth
Circuit recently vacated in part an FCC ruling defining cable modem service as
an information service and remanded for further proceedings. The Ninth
Circuit held that cable modem service is not cable service but is part
telecommunications service and part information service. The decision will
likely be appealed, but it may possibly lead to cable operators having to
contribute to the federal governments universal service fund, to open access
requirements, and to other common carrier regulations. As we offer other
advanced services over our cable system, we are likely to face additional calls
for regulation of our capacity and operation. These regulations, if adopted,
could adversely affect our operations. 20




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CONTINGENCIES Securities Class Actions and Derivative Suits Against Charter.Fourteen
putative federal class action lawsuits (the Federal Class Actions) have been
filed against Charter, our manager and indirect parent, and certain of its
former and present officers and directors in various jurisdictions allegedly on
behalf of all purchasers of Charters securities during the period from either
November 8 or November 9, 1999 through July 17 or July 18, 2002. Unspecified
damages are sought by the plaintiffs. In general, the lawsuits allege that
Charter utilized misleading accounting practices and failed to disclose these
accounting practices and/or issued false and misleading financial statements
and press releases concerning Charters operations and prospects. In October
2002, Charter filed a motion with the Judicial Panel on Multidistrict
Litigation (the ''Panel) to transfer the Federal Class Actions to the Eastern
District of Missouri. On March 12, 2003, the Panel transferred the six Federal
Class Actions not filed in the Eastern District of Missouri to that district
for coordinated or consolidated pretrial proceedings with the eight Federal
Class Actions already pending there. The Panels transfer order assigned the
Federal Class Actions to Judge Charles A. Shaw. By virtue of a prior court
order, StoneRidge Investment Partners LLC became lead plaintiff upon entry of
the Panels transfer order. StoneRidge subsequently filed a Consolidated
Amended Complaint. The Court subsequently consolidated the Federal Class
Actions into a single consolidated action (the ''Consolidated Federal Class
Action) for pretrial purposes. On June 19, 2003, following a pretrial
conference with the parties, the Court issued a Case Management Order setting
forth a schedule for the pretrial phase of the Consolidated Federal Class
Action. Motions to dismiss the Consolidated Amended Complaint have been filed.
On February 10, 2004, in response to a joint motion made by StoneRidge and
defendants, Charter, Vogel and Allen, the court entered an order providing,
among other things, that: (1) the parties who filed such motion, engage in a
mediation within ninety (90) days; and (2) all proceedings in the Consolidated
Federal Class Action were stayed until May 10, 2004. On May 11, 2004, the
court extended the stay in the Consolidated Federal Class Action for an
additional sixty (60) days. On September 12, 2002, a shareholders derivative suit (the ''State Derivative
Action) was filed in the Circuit Court of the City of St. Louis, State of
Missouri (the Missouri State Court), against Charter and its then current
directors, as well as its former auditors. A substantively identical derivative
action was later filed and consolidated into the State Derivative Action. The
plaintiffs allege that the individual defendants breached their fiduciary
duties by failing to establish and maintain adequate internal controls and
procedures. Unspecified damages, allegedly on Charters behalf, are sought by
the plaintiffs. On March 12, 2004, an action substantively identical to the State Derivative
Action was filed in the Missouri State Court, against Charter and certain of
its current and former directors, as well as its former auditors. The
plaintiffs allege that the individual defendants breached their fiduciary
duties by failing to establish and maintain adequate internal controls and
procedures. This case has not yet been consolidated with the State Derivative
Action, but Charter expects that it will be in the future. Unspecified damages,
allegedly on Charters behalf, are sought by plaintiffs. Separately, on February 12, 2003, a shareholders derivative suit (the ''Federal
Derivative Action), was filed against Charter and its then current directors
in the United States District Court for the Eastern District of Missouri. The
plaintiff alleges that the individual defendants breached their fiduciary
duties and grossly mismanaged Charter by failing to establish and maintain
adequate internal controls and procedures. Unspecified damages, allegedly on
Charters behalf, are sought by the plaintiffs. In addition to the Federal Class Actions, the State Derivative Action, the new
Missouri State Court derivative action and the Federal Derivative Action, six
putative class action lawsuits have been filed against Charter and certain of
its then current directors and officers in the Court of Chancery of the State
of Delaware (the ''Delaware Class Actions). The lawsuits were filed after the
filing of a Schedule 13D amendment by Mr. Allen indicating that he was
exploring a number of possible alternatives with respect to restructuring or
expanding his ownership interest in Charter. Charter believes that the
plaintiffs speculated that Mr. Allen might have been contemplating an unfair
bid for shares of Charter or some other sort of going private transaction on
unfair terms and generally alleged that the defendants breached their fiduciary
duties by participating in or acquiescing to such a transaction. The lawsuits
were brought on behalf of Charters securities holders as of July 29, 2002, and
seek unspecified damages and possible injunctive relief. The Delaware Class
Actions are substantively identical. Charter has informed us that no such
transaction by Mr. Allen has been presented. Orders of dismissal without
prejudice have been entered in each of the Delaware Class Actions. 21




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All of the lawsuits discussed above are each in preliminary stages. No reserves
have been established for potential losses or related insurance recoveries on
these matters because Charter is unable to predict the outcome. Charter has
advised us that it intends to vigorously defend the lawsuits. Government Investigations. In August 2002, Charter became aware of a grand jury
investigation being conducted by the U.S. Attorneys Office for the Eastern
District of Missouri into certain of its accounting and reporting practices,
focusing on how Charter reported customer numbers, and its reporting of amounts
received from digital set-top terminal suppliers for advertising. The U.S.
Attorneys Office has publicly stated that Charter is not currently a target of
the investigation. Charter has also been advised by the U. S. Attorneys office
that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. On July 24, 2003, a federal grand
jury charged four former officers of Charter with conspiracy and mail and wire
fraud, alleging improper accounting and reporting practices focusing on revenue
from digital set-top terminal suppliers and inflated customer account numbers.
On July 25, 2003, one of the former officers who was indicted entered a guilty
plea. Charter has advised us that it is fully cooperating with the
investigation. On November 4, 2002, Charter received an informal, non-public inquiry from the
staff of the SEC. The SEC has subsequently issued a formal order of
investigation dated January 23, 2003, and subsequent document and testimony
subpoenas. The investigation and subpoenas generally concern Charters prior
reports with respect to its determination of the number of customers, and
various of its accounting policies and practices including its capitalization
of certain expenses and dealings with certain vendors, including programmers
and digital set-top terminal suppliers. Charter has advised us that it is fully
cooperating with the SEC Staff. Indemnification.Charter is generally required to indemnify each of the named
individual defendants in connection with the matters described above pursuant
to the terms of its bylaws and (where applicable) such individual defendants
employment agreements. In accordance with these documents, in connection with
the pending grand jury investigation, SEC investigation and the above described
lawsuits, some of Charters current and former directors and Charters current
and former officers have been advanced certain costs and expenses incurred in
connection with their defense. These amounts have been submitted to Charters
director and officer insurance carrier for reimbursement. The carrier has
raised various objections to portions of these amounts, and Charter is in
negotiations with the carrier regarding their reimbursement. Insurance. Charter has liability insurance coverage that we believe is
available for the matters described above, where applicable, subject to the
terms, conditions and limitations of the respective policies. There is no
assurance that current coverage will be sufficient for all claims described
above or any future claims that may arise. Other Litigation.In October 2001, two customers, Nikki Nicholls and Geraldine
M. Barber, filed a class action suit against Charter Holdco in South Carolina
Court of Common Pleas (''South Carolina Class Action), purportedly on behalf
of a class of Charter Holdcos customers, alleging that Charter Holdco
improperly charged them a wire maintenance fee without request or permission.
They also claimed that Charter Holdco improperly required them to rent analog
and/or digital set-top terminals even though their television sets were ''cable
ready. Charter Holdco removed this case to the United States District Court
for the District of South Carolina in November 2001, and moved to dismiss the
suit in December 2001. The federal judge remanded the case to the South
Carolina Court of Common Pleas in August 2002 without ruling on the motion to
dismiss. The plaintiffs subsequently moved for a default judgment, arguing that
upon return to state court, Charter Holdco should have but did not file a new
motion to dismiss. The state court judge granted the plaintiffs motion over
Charter Holdcos objection in September 2002. Charter Holdco immediately
appealed that decision to the South Carolina Court of Appeals and the South
Carolina Supreme Court, but those courts have ruled that until a final judgment
is entered against Charter Holdco, they lack jurisdiction to hear the appeal. In January 2003, the Court of Common Pleas granted the plaintiffs motion for
class certification. In October and November 2003, Charter Holdco filed motions
(a) asking that court to set aside the default judgment, and (b) seeking
dismissal of plaintiffs suit for failure to state a claim. In January 2004,
the Court of Common Pleas granted in part and denied in part Charter Holdcos
motion to dismiss for failure to state a claim. It also took under advisement
Charter Holdcos motion to set aside the default judgment. In April 2004, the
parties participated in mediation with respect to this and related litigation.
The mediator made a proposal to the parties. In May 2004, the parties to this
and the related litigation accepted the mediators proposal and reached a
tentative settlement. The tentative settlement remains subject to final
documentation and court approval. As a result of the tentative settlement, we
have recorded a special charge of $0.2 million in our condensed consolidated
statement of operations for the three months ended March 31, 2004 related to
our portion of the litigation costs. 22




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Outcome.Charter is unable to predict the outcome of the lawsuits and the
government investigations described above. An unfavorable outcome in any of
these lawsuits or the government investigations could have a material adverse
effect on our financial condition or results of operations. In addition to the matters set forth above, Charter is also party to other
lawsuits and claims that arose in the ordinary course of conducting its
business. In the opinion of management, after taking into account recorded
liabilities, the outcome of these other lawsuits and claims are not expected to
have a material adverse effect on our financial condition, results of
operations or our liquidity. 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. 
 ITEM 4. CONTROLS AND PROCEDURES. As of the end of the period covered by this report, management, including our
Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures with respect to the information generated for use in this quarterly
report. The evaluation was based in part upon reports and affidavits provided
by a number of executives. Based upon, and as of the date of that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures were effective to provide reasonable
assurances that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Commissions
rules and forms. There was no change in our internal control over financial reporting during the
quarter ended March 31, 2004 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based upon the above evaluation, our
management believes that our controls do provide such reasonable assurances. 23




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PART II. OTHER INFORMATION. 
 ITEM 1. LEGAL PROCEEDINGS. In addition to those matters disclosed under the heading Contingencies of
Part I, Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations, we are involved from time to time in routine legal
matters and other claims incidental to our business. We believe that the
resolution of such routine matters and other incidental claims, taking into
account established reserves and insurance, will not have a material adverse
impact on our consolidated financial position or results of operations. 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.  (a)
    
    EXHIBITSThe index to the exhibits begins on page 26 of this quarterly report.(b)
    
    REPORTS ON FORM 8-KNone. 24




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrants have duly caused this quarterly report to be signed on
their behalf by the undersigned, thereunto duly authorized. RENAISSANCE MEDIA GROUP LLCRENAISSANCE MEDIA (LOUISIANA) LLCRENAISSANCE MEDIA (TENNESSEE) LLCDated: May 17, 2004
    
    By:
    
    CHARTER COMMUNICATIONS, INC.,Registrants ManagerBy:
    
    /s/ Michael P. HusebyName: Michael P. HusebyTitle: Executive Vice President and Chief Financial Officer(Principal Financial Officer) of Charter Communications, Inc.(Manager); Renaissance Media Group LLC, Renaissance Media(Louisiana) LLC; and Renaissance Media (Tennessee) LLCBy:
    
    /s/ Paul E. MartinName: Paul E. MartinTitle: Senior Vice President and Corporate Controller(Principal Accounting Officer) of Charter Communications, Inc.(Manager); Renaissance Media Group LLC; Renaissance Media(Louisiana) LLC; and Renaissance Media (Tennessee) LLCDated: May 17, 2004
    
    RENAISSANCE MEDIA CAPITAL CORPORATIONBy:
    
    /s/ Michael P. HusebyName: Michael P. HusebyTitle: Executive Vice President and Chief Financial Officer(Principal Financial Officer)By:
    
    /s/ Paul E. MartinName: Paul E. MartinTitle: Senior Vice President and Corporate Controller(Principal Accounting Officer)
 25




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EXHIBIT INDEX ExhibitNumber
    
    Description of Document10.1+
    
    Description of Long-Term Incentive Program to the Charter
Communications, Inc. 2001 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.4 to Charter
Communications Holdings, LLC quarterly report on Form 10-Q
filed on May 17, 2004 (File No. 333-77499)).31.1
    
    Certificate of Chief Executive Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act
of 1934.31.2
    
    Certificate of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act
of 1934.32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer).32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer).
 + Management compensatory plan or arrangement 26