##### Table of Contents



SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM 10-K



| | CHECKBOX |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| | -------- |  | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001

OR



| | BOX |  | 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:

RENAISSANCE MEDIA GROUP LLC* 333-56679
RENAISSANCE MEDIA (LOUISIANA) LLC* 333-56679-02
RENAISSANCE MEDIA (TENNESSEE) LLC* 333-56679-01
RENAISSANCE MEDIA CAPITAL CORPORATION* 333-56679-03




(Exact names of registrants as specified in their charters)


|                                                               |  |                                         
|-------------------------------------------------------------- |  | ----------------------------------------
|Delaware                                                       |  | 14-1803051                              
|                                                              
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|Delaware                                                       |  | 14-1801165                              
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|Delaware                                                       |  | 14-1801164                              
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|Delaware                                                       |  | 14-1803049                              
|                                                              
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|                                                               |  |                                         
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification Numbers)
|                                                              
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|                                                              
|                                                               |  |                                         
|                                                              
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|                                                              
|12405 Powerscourt Drive
St. Louis, Missouri                    |  | 63131                                   
|                                                              
|                                                              
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|                                                               |  |                                         
|                                                              
|                                                              
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|                                                              
|(Address of principal executive offices)                       |  | (Zip code)                              

(314) 965-0555




(registrants telephone number, including area code)




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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes CHECKBOX No BOX

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

State the aggregate market value of the voting equity securities held by
non-affiliates of the registrants  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.

Documents Incorporated By Reference
The following documents are incorporated into this Report by reference: None

*  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 I(1)(a) and (b) to the Form 10-K
and are therefore filing with the reduced disclosure format.





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TABLE OF CONTENTS



|                                                |  |  |  |  |  |  |  | 
|----------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                         
|PART II                                        
|PART IV                                        
|SIGNATURES                                     
|EX-99.1: LETTER RESPONSIVE TO TEMPORARY NOTE 3T



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC
RENAISSANCE MEDIA (LOUISIANA) LLC
RENAISSANCE MEDIA (TENNESSEE) LLC
RENAISSANCE MEDIA CAPITAL CORPORATION

2001 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

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|           |  | PART I                                                                                |  |     
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|Item 1.    |  | Business                                                                              |  | 3   
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|Item 2.    |  | Properties                                                                            |  | 5   
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|Item 3.    |  | Legal Proceedings                                                                     |  | 5   
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|           |  | PART II                                                                               |  |     
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|Item 5.    |  | Market for Registrants Common Equity and Related Stockholder
Matters                 |  | 6   
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|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations |  | 6   
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|Item 7a.   |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 9   
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|Item 8.    |  | Financial Statements and Supplementary Data                                           |  | 10  
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|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  | 10  
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|           |  | PART IV                                                                               |  |     
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|Item 14.   |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 11  
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|Signatures |  |                                                                                       |  | 13  
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|           |  |                                                                                       |  |     

This Annual Report on Form 10-K is for the year ended December 31, 2001. This
Annual Report modifies and supersedes documents filed prior to this Annual
Report. In addition, information that we file with the Securities and Exchange
Commission in the future will automatically update and supersede information
contained in this Annual Report. In this Annual Report, the terms we, us,
and our refer to Renaissance Media Group LLC, Renaissance Media (Louisiana)
LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
Corporation.





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PART I



|ITEM 1. |  |  | BUSINESS
|------- |  |  | --------

Ownership Structure

Renaissance Media Group LLC (the Company) was formed to own and operate
cable systems that provide programming and related services to customers.
Renaissance Media Capital Corporation (Capital) was formed as a wholly-owned
subsidiary of the Company for the sole purpose of being a co-issuer on debt
instruments to be offered and sold to the public. Renaissance Media (Louisiana)
LLC (Louisiana) and Renaissance Media (Tennessee) LLC (Tennessee) are both
wholly-owned subsidiaries of the Company, and hold a 76% interest and 24%
interest, respectively, in Renaissance Media LLC (Media). Media owns and
operates cable systems and commenced active operations in April 1998 when it
acquired six cable television systems from TWI Cable, Inc., a subsidiary of
Time Warner Inc. The Company, Capital, Louisiana and Tennessee do not, and will
not, conduct any operations, and their only assets are the equity interests in
one another as described above.

On April 30, 1999, Charter Communications, LLC (CC LLC), a wholly-owned
indirect subsidiary of Charter Communications Holdings, LLC (Charter
Holdings), acquired all of the outstanding limited liability company
membership interests in the Company (the Charter Transaction). Charter
Holdings is a subsidiary of Charter Communications Holding Company, LLC, which
is a subsidiary of Charter Communications, Inc. (Charter). The purchase price
was $459 million, consisting of $348 million in cash and $111 million in
accreted value of assumed debt. As a result, we are now indirectly held by
Charter Holdings, which is a reporting company under the Securities Exchange
Act of 1934, as amended.

Effective on January 2, 2001, the Company entered into certain cable
system swap transactions with other subsidiaries of Charter Holdings. Such
cable systems swaps were effected in order to increase operational efficiency
by swapping systems into the subsidiaries which are physically located closest
to them. The Company accounted for the portions of systems transferred into the
Company from other Charter Holdings subsidiaries as a reorganization of
entities under common control in a manner similar to a pooling of interests.
Accordingly, beginning on January 2, 2001, the consolidated financial
statements include the accounts of two systems that were transferred into the
Company from other Charter Holdings subsidiaries. Also, on January 2, 2001, the
Company transferred one of its systems to another Charter Holdings subsidiary
as part of the swap transactions. The disposition by the Company was recorded
as a noncash transaction with related parties during the year ended December
31, 2001.

The effect of the swap transactions on the Companys consolidated
financial statements was not material and, therefore, the Companys
consolidated financial statements for the year ended December 31, 2000 have not
been restated. However, the increase in the number of basic customers of
14,000, from 135,800 to 149,800 during 2001 as compared to 2000 includes 10,100
net basic customers acquired in the swap transactions. The increase in the
number of homes passed of 26,700, from 189,800 to 216,500 during 2001 as
compared to 2000 includes 19,200 net homes passed acquired in the swap
transactions.

We are managed by Charter. We pay management fees to Charter, and to the
extent Charter has secured certain management services from its affiliate,
Charter Investment, Inc. (Charter Investment), the management fees we pay are
paid directly to Charter Investment. See also Item 5. Market for Registrants,
Common Equity and Related Stockholder Matters. Our principal executive
offices are located at 12405 Powerscourt Drive, St. Louis, Missouri, 63131. Our
telephone number is (314)965-0555.

3



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General

At December 31, 2001 and 2000, our systems passed approximately 216,500
and 189,800 homes and served approximately 149,800 and 135,800 customers,
respectively.

The systems in Louisiana consist of five cable television systems serving
approximately 105,300 and 101,400 basic customers as of December 31, 2001 and
2000, respectively. These systems are located in southern Louisiana and
western Mississippi and include the St. Tammany, the St. Landry, the Lafourche,
the Picayune and the Pointe Coupee systems. The increase in customers of 3,900
was due to internal growth and was not related to the system swap transactions.

The systems in Tennessee served approximately 44,500 and 34,400 basic
customers located in Jackson, Tennessee and surrounding counties as of December
31, 2001 and 2000, respectively. The increase in customers of 10,100 was
entirely related to the system swap transactions.

Our ultimate objective is to increase operating cash flow by increasing
the customer base and the amount of cash flow per customer. We intend to
achieve this objective by offering an array of advanced products and services,
focusing on the customer, employing innovative marketing techniques and
operating a technologically advanced broadband network.

At December 31, 2001, nearly 100% of our customers were served by systems
with at least 550 megahertz bandwidth capacity. A minimum bandwidth of 550
megahertz or greater allows us to:



| |  |  | offer advanced products and services (such as digital television,
high-speed Internet access and other interactive services);                              
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | increase channel capacity up to 82 analog channels and add even more
channels and services when our bandwidth is used for digital signal
transmissions; and
|
| |  |  | permit two-way communication, so that Internet access does not
require a separate telephone line and our systems can provide telephony
services.           

Cautionary Statement Regarding Forward-Looking Statements

This annual report includes forward-looking statements within the meaning
of Section 27A of 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. 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. Many of the forward-looking statements contained in this annual
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 memorandum are set forth in this memorandum and in reports or documents
that we file from time to time with the Securities and Exchange Commission, and
include, but are not limited to:



| |  |  | our plans to achieve growth by offering advanced products and services;                
| | - |  | ---------------------------------------------------------------------------------------
|
| |  |  | our anticipated capital expenditures for our upgrades and new equipment and facilities;
|
| |  |  | our ability to fund capital expenditures and any future acquisitions;                  
|
| |  |  | the effects of governmental regulation on our business;                                
|
| |  |  | our ability to compete effectively in a highly competitive and changing environment;   
|
| |  |  | our ability to obtain programming as needed and at reasonable prices; and              

4



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| |  |  | general business and economic conditions, particularly in light of
the uncertainty stemming from recent terrorist activities in the United
States and the armed conflict abroad.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All forward-looking statements attributable to us or a person acting on
our behalf are expressly qualified in their entirety by this cautionary
statement.



|ITEM 2. |  |  | PROPERTIES
|------- |  |  | ----------

Our principal physical assets consist of a cable television distribution
plant and equipment, including signal receiving, encoding and decoding devices,
headend reception facilities, distribution systems and customer drop equipment
for each of our cable television systems.

Our cable television plant and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities and
telephone companies, and in certain locations are buried in underground ducts
or trenches.

We believe that our properties are in good operating condition and are
suitable for our business operations.



|ITEM 3. |  |  | LEGAL PROCEEDINGS
|------- |  |  | -----------------

We are involved from time to time in routine legal matters and other
claims incidental to our business. We believe that the resolutions of such
matters will not have a material adverse impact on our consolidated financial
position or results of operations.

5



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##### Table of Contents






PART II



|ITEM 5. |  |  | MARKET FOR REGISTRANTS, COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- |  |  | ---------------------------------------------------------------------

There is no established trading market for the equity interests of the
Company, Capital, Louisiana or Tennessee. CC LLC, and indirectly Charter
Holdings, owns all of the limited liability company membership interests of the
Company, as each of these entities are wholly-owned subsidiaries of another
entity.

Effective with the Charter Transaction, we record distributions when
management fees charged to us exceed expenses incurred on our behalf. We did
not pay distributions for the years ended December 31, 2001 and 2000. Our
ability to pay distributions is limited under the terms of covenants in the
indenture governing the Companys outstanding senior discount notes.



|ITEM 7. |  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- |  |  | -------------------------------------------------------------------------------------

Results of Operations

The following table summarizes amounts and percentages of total revenues
for certain items for the periods indicated (dollars in thousands):

|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|------------------------------------------ |  | ----------------------- | ------- | ------------------ |  | ----------------- | ----- | -------------- |  | - | ------- | - |  |  | ----- | -- |  | - | ------ | - |  |  | ----- | -- |  | - | ------ | - |  |  | ----- | --
|                                           |  | Year Ended December 31, |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |  
|                                           |  |                         |         | Eight Months Ended |  | Four Months Ended
|                                           |  | 2001                    |         | 2000               |  | December 31, 1999 |       | April 30, 1999
|                                           |  |                         |         |                    |  |                   |       |               
|Revenues (a)                               |  | $                       | 88,047  |                    |  |                   | 100.0 | %              |  | $ | 70,313  |   |  |  | 100.0 | %  |  | $ | 42,032 |   |  |  | 100.0 | %  |  | $ | 21,110 |   |  |  | 100.0 | % 
|                                          
|                                          
|                                          
|                                          
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                          
|                                          
|                                          
|                                          
|Operating expenses:                        |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                          
|                                          
|                                          
|                                          
|Operating, general and
administrative (a)  |  |                         | 43,677  |                    |  |                   | 49.6  | %              |  |   | 33,313  |   |  |  | 47.3  | %  |  |   | 20,566 |   |  |  | 48.9  | %  |  |   | 10,096 |   |  |  | 47.8  | % 
|                                          
|                                          
|                                          
|                                          
|Depreciation and
amortization              |  |                         | 66,758  |                    |  |                   | 75.8  | %              |  |   | 56,873  |   |  |  | 80.9  | %  |  |   | 23,150 |   |  |  | 55.1  | %  |  |   | 8,912  |   |  |  | 42.2  | % 
|                                          
|                                          
|                                          
|                                          
|Corporate expense charges-
related parties |  |                         | 1,271   |                    |  |                   | 1.5   | %              |  |   | 1,246   |   |  |  | 1.8   | %  |  |   | 1,625  |   |  |  | 3.9   | %  |  |   |       |   |  |  |      |   
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                          
|                                          
|                                          
|                                          
|Operating income (loss)                    |  |                         | (23,659 | )                  |  |                   | (26.9 | )%             |  |   | (21,119 | ) |  |  | (30.0 | )% |  |   | (3,309 | ) |  |  | (7.9  | )% |  |   | 2,102  |   |  |  | 10.0  | % 
|                                          
|                                          
|                                          
|                                          
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                          
|                                          
|                                          
|                                          
|Interest income                            |  |                         | 62      |                    |  |                   | 0.1   | %              |  |   | 228     |   |  |  | 0.2   | %  |  |   | 61     |   |  |  | 0.1   | %  |  |   | 122    |   |  |  | 0.6   | % 
|                                          
|                                          
|                                          
|                                          
|Interest expense                           |  |                         | (8,965  | )                  |  |                   | (10.2 | )%             |  |   | (8,093  | ) |  |  | (11.5 | )% |  |   | (5,527 | ) |  |  | (13.1 | )% |  |   | (6,321 | ) |  |  | (30.0 | )%
|                                          
|                                          
|                                          
|                                          
|Other expense                              |  |                         | (154    | )                  |  |                   | (0.2  | )%             |  |   | (659    | ) |  |  | (0.9  | )% |  |   |       |   |  |  |      |    |  |   |       |   |  |  |      |   
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|                                          
|                                          
|                                          
|                                          
|Loss before income taxes                   |  |                         | (32,716 | )                  |  |                   | (37.2 | )%             |  |   | (29,643 | ) |  |  | (42.2 | )% |  |   | (8,775 | ) |  |  | (20.9 | )% |  |   | (4,097 | ) |  |  | (19.4 | )%
|                                          
|                                          
|                                          
|                                          
|Provision (benefit) for
income taxes       |  |                         |        |                    |  |                   |      |                |  |   |        |   |  |  |      |    |  |   |       |   |  |  |      |    |  |   | (65    | ) |  |  | (0.3  | )%
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   
|Net loss                                   |  | $                       | (32,716 | )                  |  |                   | (37.2 | )%             |  | $ | (29,643 | ) |  |  | (42.2 | )% |  | $ | (8,775 | ) |  |  | (20.9 | )% |  | $ | (4,032 | ) |  |  | (19.1 | )%
|                                           |  |                         |         |                    |  |                   |       |                |  |   |         |   |  |  |       |    |  |   |        |   |  |  |       |    |  |   |        |   |  |  |       |   

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Other financial and operational data is as follows for the periods
indicated (dollars in thousands, except Average Monthly Revenue per Basic
Customer):

|                                               |  |                                           |         |                    |  |                   |         |   |  |   |         |  
|---------------------------------------------- |  | ----------------------------------------- | ------- | ------------------ |  | ----------------- | ------- | - |  | - | ------- | -
|                                               |  | As of and for the Year Ended December 31, |         | As of and for the 
|                                               |  |                                           |         | Eight Months Ended
|                                               |  | 2001                                      |         | 2000               |  | December 31, 1999
|                                               |  |                                           |         |                    |  |                  
|EBITDA (b)                                     |  | $                                         | 42,945  |                    |  | $                 | 35,095  |   |  | $ | 19,841  |  
|                                              
|                                              
|                                              
|                                              
|Adjusted EBITDA (c)                            |  |                                           | 44,370  |                    |  |                   | 37,000  |   |  |   | 21,466  |  
|                                              
|                                              
|                                              
|                                              
|Homes Passed (at period
end)(d)                |  |                                           | 216,500 |                    |  |                   | 189,800 |   |  |   | 189,500 |  
|                                              
|                                              
|                                              
|                                              
|Basic Customers (e)                            |  |                                           | 149,800 |                    |  |                   | 135,800 |   |  |   | 133,600 |  
|                                              
|                                              
|                                              
|                                              
|Basic Penetration (f)                          |  |                                           | 69.2    | %                  |  |                   | 71.5    | % |  |   | 70.5    | %
|                                              
|                                              
|                                              
|                                              
|Average Monthly Revenue per
Basic Customer (g) |  | $                                         | 48.98   |                    |  | $                 | 43.15   |   |  | $ | 39.33   |  



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|(a) |  | Local governmental authorities impose franchise fees ranging up to a
federally mandated maximum of 5.0% of gross revenues. On a monthly basis, such
fees are collected from the Companys customers and are periodically remitted
to local franchises. Revenues and operating, general and administrative
expenses presented here have been restated for the periods prior to the Charter
Transaction to include the franchise fees collected from customers and then
remitted to local franchises as revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable companys ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles (GAAP). EBITDA should also not be construed as an indication of a
companys operating performance or as a measure of liquidity. In addition,
because EBITDA is not calculated identically by all companies, the presentation
here may not be comparable to other similarly titled measures of other
companies. Managements discretionary use of funds depicted by EBITDA may be
limited by working capital, debt service and capital expenditure requirements
and by restrictions related to legal requirements, commitments and
uncertainties.
|   
|   
|   
|   
|(c) |  | Adjusted EBITDA means EBITDA before corporate expense charges and
other expense. Adjusted EBITDA is presented because it is a widely accepted
financial indicator of a cable companys ability to service indebtedness.
However, adjusted EBITDA should not be considered as an alternative to income
from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with GAAP. Adjusted EBITDA should also
not be construed as an indication of a companys operating performance or as a
measure of liquidity. In addition, because adjusted EBITDA is not calculated
identically by all companies, the presentation here may not be comparable to
other similarly titled measures of other companies. Managements discretionary
use of funds depicted by adjusted EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related
to legal requirements, commitments and uncertainties.             
|   
|   
|   
|   
|(d) |  | Homes passed are the number of living units, such as single residence
homes, apartments and condominium units, passed by the cable distribution
network in a given cable system service area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|   
|   
|   
|(e) |  | Basic customers are customers who receive basic cable service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|   
|   
|(f) |  | Basic penetration represents basic customers as a percentage of homes
passed by cable transmission lines.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|   
|   
|   
|(g) |  | Average monthly revenue per basic customer represents revenues divided
by the number of months in the period divided by the number of basic customers
at period end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7



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##### Table of Contents



Comparison of Results

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Revenues. Revenues increased $17.7 million from $70.3 million to $88.0
million, or 25.2%, for the year ended December 31, 2001 as compared to 2000.
The increase in revenues resulted primarily from net gains in basic and digital
customers coupled with general rate increases and improved premium penetration.

Operating, General and Administrative Expenses.Operating, general and
administrative expenses increased $10.4 million from $33.3 million to $43.7
million, or 31.1%, for the year ended December 31, 2001 as compared to 2000.
This increase was primarily due to net gains in customers and increased
programming expenses due to continued inflationary increases coupled with
increased channel capacity.

Depreciation and Amortization Expense. Depreciation and amortization
expense increased $9.9 million from $56.9 million to $66.8 million, or 17.4%,
for the year ended December 31, 2001 as compared to 2000. This increase was due
to capital expenditures related to our rebuild and upgrade program in 2000 and
2001.

Corporate Expense Charges  Related Parties. These charges increased by
less than $0.1 million from $1.2 million to $1.3 million, or 2.0%, for the year
ended December 31, 2001 as compared to 2000. These charges represent costs
incurred on our behalf by our affiliates, Charter Investment, Inc. and Charter
Communications Inc. The increase was due primarily to general inflationary
cost increases during the year ended December 31, 2001 as compared with the
year ended December 31, 2000.

Interest Expense. Interest expense increased $0.9 million from $8.1
million to $9.0 million, or 10.8%, for the year ended December 31, 2001 as
compared to 2000. This increase was due to an increase in average outstanding
debt during the year ended December 31, 2001 to fund capital expenditures.

Net Loss. Net loss increased by $3.1 million from $29.6 million to $32.7
million, or 10.4%, for the year ended December 31, 2001 as compared to 2000, as
a result of the combination of factors described above.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, No. 142,
Goodwill and Other Intangible Assets, and No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Company on July 1, 2001. Adoption of SFAS No.
141 did not have a significant impact on the consolidated financial statements
of the Company.

Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS Nos.
141 and 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if
the intangible asset can be sold, transferred, licensed, rented or exchanged.
Such intangibles will be amortized over their useful lives. The Company
believes that substantially all franchises will qualify for indefinite life
treatment under the new standard. While their analysis, including the
impairment testing of franchises required under the new standard, is not
complete, we expect to stop amortizing franchise intangible assets that meet
the indefinite life treatment

8



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##### Table of Contents



beginning January 1, 2002. The Company will test these assets for
impairment at least annually. Other than during any periods in which the
Company may record a charge for impairment, the Company expects that the
adoption of SFAS No. 142 will result in a reduced loss as a result of reduced
amortization expense. Based on the Companys preliminary
evaluation, if the new standard had been in effect for 2001,
amortization expense would have been reduced by approximately
$25.0 million to $27.7 million.

Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be implemented by the Company on January 1,
2002. Adoption of SFAS No. 143 will not have a material impact on the
consolidated financial statements of the Company.

In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 will be implemented
by the Company on January 1, 2002. Adoption of SFAS No. 144 will not have a
material impact on the consolidated financial statements of the Company.

Economic Slowdown; Terrorism; and Armed Conflict

Although we do not believe that the September 11, 2001 terrorist attacks
and the subsequent armed conflict and related events have resulted in any
material changes to the Companys business and operations for the year ended
December 31, 2001, it is difficult to assess the impact that these events,
combined with the general economic slowdown, will have on future operations.
These events, combined with the general economic slowdown, could result in
reduced spending by customers and advertisers, which could reduce our revenues
and operating cash flow. Additionally, an economic slowdown could affect our
ability to collect accounts receivable. 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. Terrorist attacks
could interrupt or disrupt our ability to deliver our services (or the services
provided to us by programmers) and could cause unforeseen damage to the
Companys physical facilities. Terrorism and the related events may have other
adverse effects on the Company, in ways that cannot be presently predicted.



|ITEM 7A. |  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- |  |  | ----------------------------------------------------------

As of December 31, 2001, we had outstanding $114.4 million aggregate
principal amount at maturity of 10.000% senior discount notes due 2008. The
notes do not require the payment of interest until April 15, 2003. From and
after April 15, 2003, the notes bear interest, payable semi-annually in cash,
on April 15 and October 15, commencing on October 15, 2003. The fair value at
December 31, 2001 was $89.2 million.

9



---



##### Table of Contents





|ITEM 8. |  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- |  |  | -------------------------------------------

Our consolidated financial statements, predecessor combined financial
statements, the related notes thereto, and the reports of the independent
public accountants are included in this Report beginning on page F-1.

Separate financial statements for Capital have not been presented as
Capital had no operations and substantially no assets or equity. Accordingly,
management has determined that such financial statements are not material.



|ITEM 9. |  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- |  |  | ------------------------------------------------------------------------------------

None.

10



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##### Table of Contents






PART IV



|ITEM 14. |  |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|-------- |  |  | ----------------------------------------------------------------

(a) The following documents are filed as part of this report:



| | (1) |  | Financial Statements. A listing of the financial statements, notes
and reports of independent public accountants required by Item 8 begins
on page F-1 of this Annual Report on Form 10-K.                                                                          
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Financial Statement Schedules. No financial statement schedules are
required to be filed by Items 8 and 14(d) because they are not required
or are not applicable, or the required information is set forth in the
applicable financial statements or notes thereto.
|
| | (3) |  | Exhibits (listed by numbers corresponding to the Exhibit Table of
Item 601 in Regulation S-K):                                                                                                                                                                      

|        |  |                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                   
|Number  |  | Description                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                   
|3.1     |  | Certificate of Incorporation of Renaissance Media Capital Corporation
and all amendments thereto. (1)                                                                                                                                                                                                             
|       
|       
|       
|       
|3.2     |  | By-laws of Renaissance Media Capital Corporation. (1)                                                                                                                                                                                                                                                             
|       
|       
|       
|       
|3.3     |  | Certificate of Formation of Renaissance Media (Louisiana) LLC. (1)                                                                                                                                                                                                                                                
|       
|       
|       
|       
|3.4     |  | Certificate of Formation of Renaissance Media, LLC. (5)                                                                                                                                                                                                                                                           
|       
|       
|       
|       
|3.5     |  | Certificate of Formation of Renaissance Media (Tennessee) LLC. (1)                                                                                                                                                                                                                                                
|       
|       
|       
|       
|3.7     |  | Certificate of Formation of Renaissance Media Group LLC. (1)                                                                                                                                                                                                                                                      
|       
|       
|       
|       
|3.9     |  | Amended and Restated Limited Liability Agreement of Renaissance
Media Group LLC, dated April 29, 1999. (3)                                                                                                                                                                                                        
|       
|       
|       
|       
|3.10    |  | Amended and Restated Limited Liability Agreement of Renaissance
Media (Louisiana) LLC, dated April 29, 1999. (3)                                                                                                                                                                                                  
|       
|       
|       
|       
|3.11    |  | Amended and Restated Limited Liability Agreement of Renaissance
Media (Tennessee) LLC, dated April 29, 1999. (3)                                                                                                                                                                                                  
|       
|       
|       
|       
|3.12    |  | Amended and Restated Limited Liability Agreement of Renaissance
Media LLC, dated April 29, 1999. (3)                                                                                                                                                                                                              
|       
|       
|       
|       
|4.1     |  | Indenture dated as of April 9, 1998, by and among Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) LLC, Renaissance
Media Capital Corporation, Renaissance Media Group LLC and United
States Trust Company of New York, as Trustee. (1)                                                           
|       
|       
|       
|       
|10.5    |  | Social Contract approved by the Federal Communications Commission
(the FCC) on November 30, 1995, and entered into between the FCC
and Time Warner Entertainment Company, L.P., TWI Cable Inc. and
Time Warner Entertainment-Advance/Newhouse Partnership, or any
subsidiary, division or affiliate thereof. (2)

11



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | Purchase Agreement dated as of February 23, 1999, by and among
Charter Communications, Inc., Charter Communications, LLC,
Renaissance Media Holdings LLC and Renaissance Media Group LLC.
[Confidential material omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for
confidential treatment.] (4)
|     
|     
|     
|     
|99.1  |  | Letter responsive to Temporary Note 3T to Article 3 of Regulation S-X.                                                                                                                                                                                                                                                                          



---

|(1) |  | Incorporated by reference to the corresponding exhibit of the
Registration Statement of Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) LLC and Renaissance Media
Capital Corporation on Form S-4 (Commission File Nos. 333-56679,
333-56679-02, 333-56679-01 and 333-56679-03, respectively), filed on
June 12, 1998.                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Incorporated by reference to the corresponding exhibit of Amendment 1
to the Registration Statement of Renaissance Media Group LLC,
Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation on Form S-4 (Commission File Nos.
333-56679, 333-56679-02, 333-56679-01 and 333-56679-03, respectively),
filed on August 6, 1998.               
|   
|   
|   
|   
|(3) |  | Incorporated by reference to the corresponding exhibit of the
Quarterly Report on Form 10-Q of Renaissance Media Group LLC,
Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation for the quarter ended March 31,
1999, filed on May 17, 1999 (Commission File Nos. 333-56679,
333-56679-02, 333-56679-01 and 333-56679-03, respectively).
|   
|   
|   
|   
|(4) |  | Incorporated by reference to Exhibit 99.1 of the Current Report on
Form 8-K of Renaissance Media Group LLC, Renaissance Media (Louisiana)
LLC, Renaissance Media (Tennessee) LLC and Renaissance Media Capital
Corporation dated February 23, 1999 (Commission File Nos. 333-56679,
333-56679-02, 333-56679-01 and 333-56679-03, respectively).                                                    
|   
|   
|   
|   
|(5) |  | Incorporated by reference to the corresponding exhibit of the Annual
Report on Form 10-K of Renaissance Media Group LLC, Renaissance Media
(Louisiana) LLC, Renaissance Media (Tennessee) and Renaissance Media
Capital Corporation, filed March 30, 2000 (Commission File Nos.
333-56679, 333-56679-02, 333-56679-01 and 333-56679-03, respectively).                                             

(b)  Reports on Form 8-K:

On October 4, 2001, the registrants filed a current report on Form 8-K
announcing the resignation of Jerald L. Kent, Charters former President and
Chief Executive Officer and long-term employment agreements for Kent D.
Kalkwarf, Executive Vice President and Chief Financial Officer and David G.
Barford, Executive Vice President and Chief Operating Officer.

On October 12, 2001, the registrants filed a current report on Form 8-K
announcing the selection of Carl E. Vogel as Charters new President and Chief
Executive Officer.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.

No annual reports or proxy materials were sent to the registrants
security holders during the year ended December 31, 2001.

12



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed
on their behalf by the undersigned, thereunder duly authorized.

|                      |                                                                                                                 |  |                                            |                                                                      
|--------------------- | --------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ---------------------------------------------------------------------
|                      | RENAISSANCE MEDIA GROUP LLC
        RENAISSANCE MEDIA (LOUISIANA) LLC
        RENAISSANCE MEDIA (TENNESSEE) LLC
|                     
|                      |                                                                                                                 |  |                                            |                                                                      
|                     
|Dated: March 29, 2002 | By:                                                                                                             |  | CHARTER COMMUNICATIONS, INC.
their Manager
|                     
|                      |                                                                                                                 |  |                                            |                                                                      
|                     
|                      |                                                                                                                 |  | By:                                        | /s/ Carl E. Vogel
Carl E. Vogel
President and Chief Executive Officer
|                     
|                      |                                                                                                                 |  |                                            |                                                                      
|                     
|                      | RENAISSANCE MEDIA CAPITAL CORPORATION                                                                          
|                     
|                      |                                                                                                                 |  |                                            |                                                                      
|                     
|Dated: March 29, 2002 |                                                                                                                 |  | By:                                        | /s/ Carl E. Vogel
Carl E. Vogel
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrants
and in the capacities and on the dates indicated below.

|                      |  |  |     |                                                                                                                                                                                                                                                                                                                                                  
|--------------------- |  |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     
|Dated: March 29, 2002 |  |  | By: | /s/ Carl E. Vogel
Carl E. Vogel
President and Chief Executive Officer
of Charter Communications, Inc.
(Manager);Renaissance Media Group
LLC; Renaissance Media (Louisiana)
LLC; Renaissance Media (Tennessee)
LLC; and Renaissance Media Capital Corporation.                                                                                    
|                     
|                      |  |  |     |                                                                                                                                                                                                                                                                                                                                                  
|                     
|Dated: March 29, 2002 |  |  | By: | /s/ Kent D. Kalkwarf
Kent D. Kalkwarf
Executive Vice President and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer) of Charter Communications,
Inc. (Manager); Renaissance Media
Group LLC; Renaissance Media
(Louisiana) LLC; Renaissance Media
(Tennessee) LLC; and Renaissance
Media Capital Corporation

13



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                                 |  |     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                 |  | Page
|                                                                                                                                                                 |  |     
|RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES                                                                                                                     |  |     
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Report of Independent Public Accountants                                                                                                                         |  | F-2 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Balance Sheets as of December 31, 2001 and 2000                                                                                                     |  | F-3 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statements of Operations for the years ended
        December 31, 2001 and 2000, and the eight
                      months ended December 31, 1999 |  | F-4 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statements of Changes in Members Equity for the years ended
December 31, 2001 and 2000,
              and the eight months ended December 31, 1999 |  | F-5 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statements of Cash Flows for the years ended
        December 31, 2001 and 2000, and the eight
                      months ended December 31, 1999 |  | F-6 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Notes to Consolidated Financial Statements                                                                                                                       |  | F-7 
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|RENAISSANCE MEDIA GROUP LLC                                                                                                                                      |  |     
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Report of Independent Auditors                                                                                                                                   |  | F-17
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statement of Operations for the four months ended April 30, 1999                                                                                    |  | F-18
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statement of Changes in Members Equity for the four months ended
April 30, 1999                                                                    |  | F-19
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Consolidated Statement of Cash Flows for the four months ended April 30, 1999                                                                                    |  | F-20
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Notes to Consolidated Financial Statements                                                                                                                       |  | F-21

F-1



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##### Table of Contents



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To Renaissance Media Group LLC:

We have audited the accompanying consolidated balance sheets of Renaissance
Media Group LLC and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, changes in members equity and
cash flows for the years ended December 31, 2001 and 2000, and the eight months
ended December 31, 1999. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Renaissance Media
Group LLC and subsidiaries as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for the years ended December 31, 2001 and
2000, and the eight months ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.



/s/ ARTHUR ANDERSEN LLP



St. Louis, Missouri
January 29, 2002

F-2



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                |                                           |                      |                           |                                       |       |                    |         |         |       |        |         | 
|------------------------------- | ----------------------------------------- | -------------------- | ------------------------- | ------------------------------------- | ----- | ------------------ | ------- | ------- | ----- | ------ | ------- | 
|                                |                                           |                      |                           |                                       |       | As of December 31,
|                                |                                           |                      |                           |                                       |       |                   
|                                |                                           |                      |                           |                                       |       | 2001               |         | 2000   
|                                |                                           |                      |                           |                                       |       |                    |         |        
|ASSETS                          |                                           |                      |                           |                                       |       |                    |         |        
|                               
|                               
|                               
|                               
|CURRENT ASSETS:                 |                                           |                      |                           |                                       |       |                    |         |        
|                               
|                               
|                               
|                               
|                                | Cash and cash equivalents                 |                      | $                         |                                      |       |                    | $       | 1,809   |      
|                               
|                               
|                               
|                               
|                                | Accounts receivable, net                  |                      |                           | 1,540                                 |       |                    |         | 1,172   |      
|                               
|                               
|                               
|                               
|                                | Prepaid expenses and other current assets |                      |                           | 104                                   |       |                    |         | 131     |      
|                                |                                           |                      |                           |                                       |       |                    |         |        
|                                |                                           | Total current assets |                           |                                       | 1,644 |                    |         |         | 3,112 |       
|                                |                                           |                      |                           |                                       |       |                    |         |        
|INVESTMENT IN CABLE SYSTEMS:    |                                           |                      |                           |                                       |       |                    |         |        
|                               
|                               
|                               
|                               
|                                | Property, plant and equipment, net        |                      |                           | 163,681                               |       |                    |         | 134,497 |      
|                               
|                               
|                               
|                               
|                                | Franchises, net                           |                      |                           | 341,830                               |       |                    |         | 369,487 |      
|                                |                                           |                      |                           |                                       |       |                    |         |        
|                                |                                           |                      | 505,511                   |                                       |       |                    | 503,984 |        
|                                |                                           |                      |                           |                                       |       |                    |         |        
|                                |                                           |                      |                           | Total assets                          |       | $                  | 507,155 |         |       | $      | 507,096 | 
|                                |                                           |                      |                           |                                       |       |                    |         |        
|LIABILITIES AND MEMBERS EQUITY |                                           |                      |                           |                                       |       |                    |         |        
|                               
|                               
|                               
|                               
|CURRENT LIABILITIES:            |                                           |                      |                           |                                       |       |                    |         |        
|                               
|                               
|                               
|                               
|                                | Accounts payable and accrued expenses     |                      | $                         | 15,124                                |       |                    | $       | 35,117  |      
|                               
|                               
|                               
|                               
|                                | Payables to related parties               |                      |                           | 74,952                                |       |                    |         | 31,149  |      
|                                |                                           |                      |                           |                                       |       |                    |         |        
|                                |                                           |                      | Total current liabilities |                                       |       | 90,076             |         |         |       | 66,266 |        
|                                |                                           |                      |                           |                                       |       |                    |         |        
|LONG-TERM DEBT                  |                                           |                      | 103,565                   |                                       |       |                    | 94,600  |        
|                                |                                           |                      |                           |                                       |       |                    |         |        
|MEMBERS EQUITY                 |                                           |                      | 313,514                   |                                       |       |                    | 346,230 |        
|                                |                                           |                      |                           |                                       |       |                    |         |        
|                                |                                           |                      |                           | Total liabilities and members equity |       | $                  | 507,155 |         |       | $      | 507,096 | 
|                                |                                           |                      |                           |                                       |       |                    |         |        

See accompanying notes to consolidated financial statements.

F-3



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)




|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |              |        |  
|----------------------- | ------------------------------------------- | -------------------- | ------ | ----------------------- | ------- | ------------ | ------ | ------ | ------- | - | ------ | ------------ | ------ | -
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        | Eight months
|                        |                                             |                      |        | Year ended December 31, |         | ended       
|                        |                                             |                      |        |                         |         | December 31,
|                        |                                             |                      |        | 2001                    |         | 2000         |        | 1999  
|                        |                                             |                      |        |                         |         |              |        |       
|REVENUES                |                                             | $                    | 88,047 |                         |         | $            | 70,313 |        |         | $ | 42,032 |             
|                       
|                       
|                       
|                       
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                       
|                       
|                       
|                       
|OPERATING EXPENSES:     |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                       
|                       
|                       
|                       
|                        | Operating, general and administrative       |                      |        | 43,677                  |         |              |        | 33,313 |         |   |        | 20,566       |       
|                       
|                       
|                       
|                       
|                        | Depreciation and amortization               |                      |        | 66,758                  |         |              |        | 56,873 |         |   |        | 23,150       |       
|                       
|                       
|                       
|                       
|                        | Corporate expense charges  related
parties |                      |        | 1,271                   |         |              |        | 1,246  |         |   |        | 1,625        |       
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                        |                                             | Loss from operations |        |                         | (23,659 | )            |        |        | (21,119 | ) |        |              | (3,309 | )
|                       
|                       
|                       
|                       
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                       
|                       
|                       
|                       
|OTHER INCOME (EXPENSE): |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                       
|                       
|                       
|                       
|                        | Interest income                             |                      |        | 62                      |         |              |        | 228    |         |   |        | 61           |       
|                       
|                       
|                       
|                       
|                        | Interest expense                            |                      |        | (8,965                  | )       |              |        | (8,093 | )       |   |        | (5,527       | )     
|                       
|                       
|                       
|                       
|                        | Other expense                               |                      |        | (154                    | )       |              |        | (659   | )       |   |        |             |       
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |             
|                        |                                             | Net loss             |        | $                       | (32,716 | )            |        | $      | (29,643 | ) |        | $            | (8,775 | )
|                        |                                             |                      |        |                         |         |              |        |        |         |   |        |             

See accompanying notes to consolidated financial statements.

F-4



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS EQUITY
(Dollars in thousands)



|                           |  |   |         |  
|-------------------------- |  | - | ------- | -
|BALANCE, May 1, 1999       |  | $ | 350,444 |  
|                          
|                          
|                          
|                          
|Contributions              |  |   | 34,610  |  
|                          
|                          
|                          
|                          
|Distributions              |  |   | (406    | )
|                          
|                          
|                          
|                          
|Net loss                   |  |   | (8,775  | )
|                           |  |   |         |  
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|BALANCE, December 31, 1999 |  |   | 375,873 |  
|                          
|                          
|                          
|                          
|Net loss                   |  |   | (29,643 | )
|                           |  |   |         |  
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|BALANCE, December 31, 2000 |  |   | 346,230 |  
|                          
|                          
|                          
|                          
|Net loss                   |  |   | (32,716 | )
|                           |  |   |         |  
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|                          
|BALANCE, December 31, 2001 |  | $ | 313,514 |  
|                           |  |   |         |  

See accompanying notes to consolidated financial statements.

F-5



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)




|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |              |         |  
|---------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------- | ------- | ----------------------- | ------- | ------------ | ------- | ------ | ------- | ------ | ------- | ------------ | ------- | -
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         | Eight months
|                                               |                                                                                 |                                           |                                       |         | Year ended December 31, |         | ended       
|                                               |                                                                                 |                                           |                                       |         |                         |         | December 31,
|                                               |                                                                                 |                                           |                                       |         | 2001                    |         | 2000         |         | 1999  
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |       
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net loss                                                                        |                                           | $                                     | (32,716 | )                       |         | $            | (29,643 | )      |         | $      | (8,775  | )           
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net loss to net
cash provided by operating activities: |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|                                              
|                                              
|                                              
|                                              
|                                               | Depreciation and amortization                                                   |                                           |                                       | 66,758  |                         |         |              | 56,873  |        |         |        | 23,150  |             
|                                              
|                                              
|                                              
|                                              
|                                               | Accretion on senior discount notes and non-cash
interest expense                |                                           |                                       | 8,965   |                         |         |              | 8,093   |        |         |        | 5,451   |             
|                                              
|                                              
|                                              
|                                              
|                                               | Changes in operating assets and liabilities:                                    |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Accounts receivable                       |                                       |         | (368                    | )       |              |         | (88    | )       |        |         | (13,107      | )      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Prepaid expenses and other current assets |                                       |         | 27                      |         |              |         | 26     |         |        |         | 245          |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Accounts payable and accrued expenses     |                                       |         | (19,993                 | )       |              |         | 18,712 |         |        |         | 10,928       |        
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                 | Payables to related parties               |                                       |         | 43,803                  |         |              |         | 41,360 |         |        |         | 2,289        |        
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|                                               |                                                                                 |                                           | Net cash from by operating activities |         |                         | 66,476  |              |         |        | 95,333  |        |         |              | 20,181  |  
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Capital expenditures                                                            |                                           |                                       | (68,285 | )                       |         |              | (95,584 | )      |         |        | (21,419 | )           
|                                              
|                                              
|                                              
|                                              
|                                               | Other investing activities                                                      |                                           |                                       |        |                         |         |              | (1,461  | )      |         |        | (622    | )           
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|                                               |                                                                                 |                                           | Net cash from investing activities    |         |                         | (68,285 | )            |         |        | (97,045 | )      |         |              | (22,041 | )
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Capital contributions                                                           |                                           |                                       |        |                         |         |              |        |        |         |        | 387     |             
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to parent company                                                 |                                           |                                       |        |                         |         |              |        |        |         |        | (406    | )           
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|                                               |                                                                                 |                                           | Net cash from financing activities    |         |                         |        |              |         |        |        |        |         |              | (19     | )
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|NET DECREASE IN CASH AND CASH EQUIVALENTS      |                                                                                 |                                           | (1,809                                | )       |                         |         | (1,712       | )       |        |         | (1,879 | )      
|                                              
|                                              
|                                              
|                                              
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                                 |                                           | 1,809                                 |         |                         |         | 3,521        |         |        |         | 5,400  |        
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|CASH AND CASH EQUIVALENTS, end of period       |                                                                                 | $                                         |                                      |         |                         | $       | 1,809        |         |        | $       | 3,521  |        
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             
|NON-CASH TRANSACTION:                          |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |        
|                                              
|                                              
|                                              
|                                              
|                                               | Capital contribution                                                            |                                           | $                                     |        |                         |         | $            |        |        |         | $      | 34,610  |             
|                                               |                                                                                 |                                           |                                       |         |                         |         |              |         |        |         |        |         |             

See accompanying notes to consolidated financial statements.

F-6



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(1) ORGANIZATION AND BASIS OF PRESENTATION

The accompanying consolidated financial statements of Renaissance Media
Group LLC (the Company) include the accounts of the Company and its
wholly-owned subsidiaries. All material intercompany transactions and balances
have been eliminated in consolidation. As of December 31, 2001, the Company
owns and operates cable systems serving approximately 149,800 (unaudited)
customers. The Company currently offers a full array of traditional analog
cable services and advanced bandwidth services such as digital cable
television, interactive video programming, Internet access through
television-based service, dial-up telephone modems and high-speed cable modems,
and video-on-demand. The Company operates primarily in the states of Tennessee
and Louisiana.

On April 30, 1999, Charter Communications, LLC (CC LLC) acquired all of
the outstanding membership interests in the Company (the Charter
Transaction). The purchase price was $459 million, consisting of $348 million
in cash and $111 million in accreted value of debt assumed.

As a result of the Charter Transaction and the application of purchase
accounting, the financial information of the Company in the accompanying
consolidated financial statements as of December 31, 1999, and for the period
from May 1, 1999, through December 31, 1999, is presented on a different cost
basis than the financial information of the Company for the period prior to and
through April 30, 1999. Therefore, such information is not comparable.

Effective on January 2, 2001, the Company entered into certain cable
system swap transactions with other subsidiaries of Charter Communications
Holdings, LLC (Charter Holdings). Such cable systems swaps were effected in
order to increase operational efficiency by swapping systems into the
subsidiaries which are physically located closest to them. The Company
accounted for the portions of systems transferred into the Company from other
Charter Holdings subsidiaries as a reorganization of entities under common
control in a manner similar to a pooling of interests. Accordingly, beginning
on January 2, 2001, the consolidated financial statements include the accounts
of two systems that were transferred into the Company from other Charter
Holdings subsidiaries. Also, on January 2, 2001, the Company transferred one of
its systems to another Charter Holdings subsidiary as part of the swap
transactions. The disposition by the Company was recorded as a noncash
transaction with related parties during the year ended December 31, 2001.

The effect of the (unaudited) swap transactions on the Companys
consolidated financial statements was not material and, therefore, the
Companys consolidated financial statements for the year ended December 31,
2000 have not been restated. However, the increase in the number of basic
customers of 14,000, from 135,800 to 149,800 during 2001 as compared to 2000
includes 10,100 net basic customers acquired in the swap transactions. The
increase in the number of homes passed of 26,700, from 189,800 to 216,500
during 2001 as compared to 2000 includes 19,200 net homes passed acquired in
the swap transactions.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. These investments
are carried at cost, which approximates market value.

F-7



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




Property, Plant and Equipment

Property, plant and equipment is recorded at cost, including all direct
and certain indirect costs associated with the construction of cable
transmission and distribution facilities, and the cost of new customer
installations. The costs of disconnecting a customer are charged to expense in
the period incurred. Expenditures for repairs and maintenance are charged to
expense as incurred, while equipment replacement and betterments are
capitalized.

Depreciation is provided on the straight-line basis over the following
estimated useful lives of the related assets:

|                                     |  |            |  | 
|------------------------------------ |  | ---------- |  | 
|Cable distribution systems           |  | 3-15 years
|                                    
|                                    
|                                    
|                                    
|Buildings and leasehold improvements |  | 5-15 years
|                                    
|                                    
|                                    
|                                    
|Vehicles and equipment               |  | 3-5 years 

Franchises

Costs incurred in obtaining and renewing cable franchises are deferred and
amortized using the straight-line method over a period of 15 years. Franchise
rights acquired through the purchase of cable systems represent managements
estimate of fair value and are generally amortized using the straight-line
method over a period of 15 years. The period of 15 years was managements best
estimate of the useful lives of the franchises and assumed that substantially
all of those franchises that expired during the period would be renewed but not
indefinitely. Because substantially all of the Companys franchise rights have
been acquired in the past several years (see Note 3), the Company did not have
sufficient experience with the local franchise authorities to conclude that
renewals of franchises could be accomplished indefinitely. In addition, because
the technological state of the Companys cable systems, with many systems with
less than 550 megahertz bandwidths, could have resulted in demands from local
franchise authorities to upgrade those systems sooner than previously planned,
there was a risk that the franchises would not be renewed.

The Company believes that facts and circumstances have changed to enable
it to conclude that substantially all of its franchises will be renewed
indefinitely, with some portion of the franchises continuing to be amortized.
The Company has sufficiently upgraded the technological state of its cable
systems and now has sufficient experience with the local franchise authorities
where it acquired franchises to conclude substantially all franchises will be
renewed indefinitely. Any revisions to the estimated useful lives of franchises
will be reflected in the 2002 financial statements (see Note 22 regarding the
adoption of SFAS 142).

Accumulated amortization related to franchises was $73.9 million and $46.2
million, as of December 31, 2001 and 2000, respectively. Amortization expense
related to franchises for the years ended December 31, 2001, 2000 and eight
months ended 1999, was $27.7 million, $28.4 million and $18.4 million,
respectively.

Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events
or circumstances indicate that the carrying amount of an asset may not be
recoverable. If the sum of the

F-8



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




expected cash flows, undiscounted and without interest, is less than the
carrying amount of the asset, an impairment loss is recognized as the amount by
which the carrying amount of the asset exceeds its fair value.

Revenue Recognition

Revenues from analog, digital and cable modem services are recognized when
the related services are provided. Advertising sales are recognized in the
period that the advertisements are broadcast.

Local governmental authorities impose franchise fees on the Company
ranging up to a federally mandated maximum of 5.0% of gross revenues. Such fees
are collected on a monthly basis, from the Companys customers and are
periodically remitted to local franchise authorities. Franchise fees collected
and paid are reported as revenues and expenses.

Segments

In accordance with Statement of Financial Accounting Standards (SFAS) No.
131, Disclosure about Segments of an Enterprise and Related Information,
segments have been identified based upon management responsibility. The
individual segments have been aggregated into one reportable segment, broadband
services.

Use of Estimates

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. Actual results could differ from those estimates.

(3) ACQUISITIONS

As a result of the Charter Transaction, the Company has applied push-down
accounting in the preparation of the accompanying consolidated financial
statements. Accordingly, on May 1, 1999, the Company changed its members
equity to $350.4 million to reflect the amounts paid by CC LLC. The purchase
price was allocated to assets acquired and liabilities assumed based on their
relative fair values, including amounts assigned to franchises of $414.9
million.

F-9



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(4) ALLOWANCE FOR DOUBTFUL ACCOUNTS

Activity in the allowance for doubtful accounts is summarized as follows
for the periods presented:

|                                                    |  |              |        |              |  |      |      |   |  |   |      |  
|--------------------------------------------------- |  | ------------ | ------ | ------------ |  | ---- | ---- | - |  | - | ---- | -
|                                                    |  |              |        | Eight
months
|                                                    |  | December 31, |        | ended       
|                                                    |  |              |        | December 31,
|                                                    |  | 2001         |        | 2000         |  | 1999
|                                                    |  |              |        |              |  |     
|Balance, beginning of year/period                   |  | $            | 212    |              |  | $    | 80   |   |  | $ | 86   |  
|                                                   
|                                                   
|                                                   
|                                                   
|Charged to expense                                  |  |              | 2,118  |              |  |      | 733  |   |  |   | 314  |  
|                                                   
|                                                   
|                                                   
|                                                   
|Uncollected balances written off,
net of recoveries |  |              | (1,862 | )            |  |      | (601 | ) |  |   | (320 | )
|                                                    |  |              |        |              |  |      |      |   |  |   |      |  
|Balance, end of year                                |  | $            | 468    |              |  | $    | 212  |   |  | $ | 80   |  
|                                                    |  |              |        |              |  |      |      |   |  |   |      |  

(5) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following as of the dates
presented:

|                                           |  |              |         |      |  |   |         |  
|------------------------------------------ |  | ------------ | ------- | ---- |  | - | ------- | -
|                                           |  | December 31,
|                                           |  |             
|                                           |  | 2001         |         | 2000
|                                           |  |              |         |     
|Cable distribution systems                 |  | $            | 189,794 |      |  | $ | 136,793 |  
|                                          
|                                          
|                                          
|                                          
|Land, buildings and leasehold improvements |  |              | 13,410  |      |  |   | 12,465  |  
|                                          
|                                          
|                                          
|                                          
|Vehicles and equipment                     |  |              | 9,087   |      |  |   | 5,784   |  
|                                           |  |              |         |      |  |   |         |  
|                                           |  |              | 212,291 |      |  |   | 155,042 |  
|                                          
|                                          
|                                          
|                                          
|Less: accumulated depreciation             |  |              | (48,610 | )    |  |   | (20,545 | )
|                                           |  |              |         |      |  |   |         |  
|                                           |  | $            | 163,681 |      |  | $ | 134,497 |  
|                                           |  |              |         |      |  |   |         |  

For the years ended December 31, 2001 and 2000 and the eight months ended
1999, depreciation expense was $38.1 million, $28.5 million, and $4.7 million,
respectively.

During the year ended December 31, 2000, the Company reduced the estimated
useful lives of certain depreciable assets expected to be abandoned as a result
of its rebuild and upgrade of cable distribution systems. As a result, an
additional $13.5 million of depreciation expense was recorded during the year
ended December 31, 2000. The Company periodically evaluates the estimated
useful lives used to depreciate its assets and the estimated amount of assets
that will be abandoned or have minimal use in the future. While the Company
believes its estimates of useful lives are reasonable, significant differences
in actual experience or significant changes in assumptions may affect future
depreciation expense.

F-10



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(6) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of the
dates presented:

|                          |  |              |        |      |  |   |        | 
|------------------------- |  | ------------ | ------ | ---- |  | - | ------ | 
|                          |  | December 31,
|                          |  |             
|                          |  | 2001         |        | 2000
|                          |  |              |        |     
|Accounts payable          |  | $            | 763    |      |  | $ | 12,828 | 
|                         
|                         
|                         
|                         
|Capital expenditures      |  |              | 3,592  |      |  |   | 10,858 | 
|                         
|                         
|                         
|                         
|Programming expenses      |  |              | 678    |      |  |   | 2,457  | 
|                         
|                         
|                         
|                         
|Franchises fees           |  |              | 1,635  |      |  |   | 1,250  | 
|                         
|                         
|                         
|                         
|State sales tax           |  |              | 4,085  |      |  |   | 2,628  | 
|                         
|                         
|                         
|                         
|Other accrued liabilities |  |              | 4,371  |      |  |   | 5,096  | 
|                          |  |              |        |      |  |   |        | 
|                          |  | $            | 15,124 |      |  | $ | 35,117 | 
|                          |  |              |        |      |  |   |        | 

(7) LONG-TERM DEBT

Long-term debt consists of the following as of the dates presented:

|                          |  |              |         |      |  |   |         |  
|------------------------- |  | ------------ | ------- | ---- |  | - | ------- | -
|                          |  | December 31,
|                          |  |             
|                          |  | 2001         |         | 2000
|                          |  |              |         |     
|10% senior discount notes |  | $            | 114,413 |      |  | $ | 114,413 |  
|                         
|                         
|                         
|                         
|Unamortized net discount  |  |              | (10,848 | )    |  |   | (19,813 | )
|                          |  |              |         |      |  |   |         |  
|                          |  | $            | 103,565 |      |  | $ | 94,600  |  
|                          |  |              |         |      |  |   |         |  

In 1998, the Company issued $163.2 million principal amount at maturity of
10.000% senior discount notes due 2008 (the Notes) for proceeds of $100.0
million. The Notes pay no cash interest until 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 Notes are due on April 15, 2008.

On May 28, 1999, as a result of the Charter Transaction, which represented
a change of control, and in accordance with the terms and conditions of the
indenture governing the Notes, the Company made an offer (the offer) to
purchase any and all of the Notes at 101% of their accreted value, plus accrued
and unpaid interest, if any, through June 28, 1999. The offer expired on June
23, 1999, at which time 48,762 Notes were validly tendered and accepted for
purchase. On June 28, 1999, Charter Communications Operating, LLC (CCO), the
indirect parent of the Company, paid a sum of $34.2 million for all of the
Notes validly tendered. Accordingly, the Company recorded this payment for the
extinguishment of debt as a capital contribution.

The indenture governing the Notes limits cash payments by the Company to
the sum of: (i) the amount by which consolidated EBITDA (as defined) exceeds
130% of consolidated interest expense (as defined) determined on a cumulative
basis, (ii) capital contributions, and (iii) an amount equal to the net
reduction in investments (as defined). Excess cash will be made available to
CCO as permitted by the indenture, including the funding of CCOs credit
facility (the CCO Credit Agreement).

F-11



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




The Company and all subsidiaries of CCO have guaranteed payment and
performance by CCO of its obligations inherent in the CCO Credit Agreement. In
addition, the Company and its wholly-owned subsidiaries and all subsidiaries of
CCO have pledged their ownership interests as collateral to the CCO Credit
Agreement.

The fair market value of the Notes was $89.2 million and $73.2 million as
of December 31, 2001 and 2000, respectively. The fair value of the Notes are
based on quoted market prices.

(8) INCOME TAXES

Prior to June 20, 1999, certain subsidiaries of the Company elected to be
treated as corporations for federal income tax purposes. Through this date, the
Company established a valuation allowance to offset the entire potential future
tax benefit of the net operating loss carryforward and, therefore, recognized
no deferred tax benefit with respect to the net operating loss. Effective June
20, 1999, these subsidiaries of the Company have elected to be treated as
disregarded entities for income tax purposes. As a result, any taxable income
of these entities is the responsibility of the Companys owners, and income
taxes are not provided for in the accompanying consolidated financial
statements. In addition, a certain subsidiary of the Company is a corporation
subject to income taxes but has had no operations and, therefore, no taxable
income since inception.

(9) REVENUES

Revenues consist of the following for the periods presented:

|                  |  |                         |        |              |  |      |        |  |  |              |        | 
|----------------- |  | ----------------------- | ------ | ------------ |  | ---- | ------ |  |  | ------------ | ------ | 
|                  |  |                         |        |              |  |      |        |  |  | Eight months
|                  |  | Year ended December 31, |        | ended       
|                  |  |                         |        | December 31,
|                  |  | 2001                    |        | 2000         |  | 1999
|                  |  |                         |        |              |  |     
|Analog video      |  | $                       | 64,500 |              |  | $    | 57,715 |  |  | $            | 37,029 | 
|                 
|                 
|                 
|                 
|Digital video     |  |                         | 9,221  |              |  |      | 2,413  |  |  |              |       | 
|                 
|                 
|                 
|                 
|Cable modem       |  |                         | 1,485  |              |  |      | 58     |  |  |              |       | 
|                 
|                 
|                 
|                 
|Advertising sales |  |                         | 5,574  |              |  |      | 3,556  |  |  |              | 1,396  | 
|                 
|                 
|                 
|                 
|Other             |  |                         | 7,267  |              |  |      | 6,571  |  |  |              | 3,607  | 
|                  |  |                         |        |              |  |      |        |  |  |              |        | 
|                  |  | $                       | 88,047 |              |  | $    | 70,313 |  |  | $            | 42,032 | 
|                  |  |                         |        |              |  |      |        |  |  |              |        | 

F-12



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(10) OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

Operating, general and administrative expenses consist of the following
for the periods presented:

|                                       |  |                         |        |              |  |      |        |  |  |              |        | 
|-------------------------------------- |  | ----------------------- | ------ | ------------ |  | ---- | ------ |  |  | ------------ | ------ | 
|                                       |  |                         |        |              |  |      |        |  |  | Eight months
|                                       |  | Year ended December 31, |        | ended       
|                                       |  |                         |        | December 31,
|                                       |  | 2001                    |        | 2000         |  | 1999
|                                       |  |                         |        |              |  |     
|General and administrative and
service |  | $                       | 19,517 |              |  | $    | 15,134 |  |  | $            | 10,065 | 
|                                      
|                                      
|                                      
|                                      
|Analog video                           |  |                         | 19,856 |              |  |      | 16,332 |  |  |              | 9,692  | 
|                                      
|                                      
|                                      
|                                      
|Digital video                          |  |                         | 2,353  |              |  |      | 454    |  |  |              |       | 
|                                      
|                                      
|                                      
|                                      
|Cable modem                            |  |                         | 801    |              |  |      | 85     |  |  |              |       | 
|                                      
|                                      
|                                      
|                                      
|Marketing                              |  |                         | 1,133  |              |  |      | 1,292  |  |  |              | 734    | 
|                                      
|                                      
|                                      
|                                      
|Other                                  |  |                         | 17     |              |  |      | 16     |  |  |              | 75     | 
|                                       |  |                         |        |              |  |      |        |  |  |              |        | 
|                                       |  | $                       | 43,677 |              |  | $    | 33,313 |  |  | $            | 20,566 | 
|                                       |  |                         |        |              |  |      |        |  |  |              |        | 

(11) RELATED PARTY TRANSACTIONS

Charter Communications Investment, Inc. (Charter Investment), Charter
Communications Holding Company (Charter Holdco) and Charter Communications,
Inc. (Charter), entities controlled by Paul G. Allen, provide management
services to the Company including 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. Certain costs for these services are billed and charged
directly to the Companys operating subsidiaries and are included in operating
costs. These costs are allocated based on the number of basic customers. Such
costs totaled approximately $2.7 million, $1.8 million and $0.2 million for the
years ended December 31, 2001 and 2000, and the eight months ended December 31,
1999, respectively. All other costs incurred by Charter Investment and Charter
on behalf of the Company are recorded as expenses in the accompanying
consolidated statements of operations and are included in corporate expense
charges-related parties. Management fees are stipulated in the management
agreements between Charter Investment, Charter and the Company. To the extent
management fees charged to the Company are greater (less) than the corporate
expenses incurred by Charter Investment and Charter, the Company records
distributions to (capital contributions from) Charter Investment and Charter.
For the eight months ended December 31, 1999, the Company recorded
distributions of $0.4 million. For the years ended December 31, 2001 and 2000,
the management fee charged to the Company approximated the corporate expenses
incurred by Charter Investment and Charter on behalf of the Company. The CCO
Credit Agreement prohibits payments of management fees in excess of 3.5% of
revenues until repayment of the outstanding indebtedness. Any amount in excess
of 3.5% of revenue owed to Charter Investment or Charter based on the
management agreement would be recorded as deferred management fees  related
party. Management believes that costs incurred by Charter Investment and
Charter on the Companys behalf and included in the accompanying consolidated
balance sheets are not materially different than costs the Company would have
incurred as a stand-alone entity.

The Company periodically pays costs on behalf of Charter Investment and
Charter. These costs are reimbursed by Charter Investment and Charter and are
recorded as receivables from related parties in the accompanying consolidated
financial statements until they are paid.

F-13



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




Charter, Mr. Allen and certain affiliates of Mr. Allen own equity
interests or warrants to purchase equity interest in various entities that
provide services or programming to the Company, including High Speed Access
Corp. (HSA), WorldGate, Wink Communications, Inc. (Wink), TechTV, Inc.
(TechTV), USA Networks, Inc. (USA) and Oxygen Media, Inc. (Oxygen). In
addition, certain officers or directors of Charter also serve as directors of
USA and numerous privately held companies.

Certain of the Companys cable customers receive cable modem-based
Internet access through HSA and TV-based Internet access through WorldGate. For
the years ended December 31, 2001 and 2000, and for the eight months ended
December 31, 1999, revenues attributable to these services were less than 1% of
total revenues.

The Company receives or will receive programming and certain interactive
features embedded into the programming for broadcast via its cable systems from
Wink, TechTV, USA, and Oxygen. The Company pays a fee for the programming
service generally based on the number of customers receiving the service. Such
fees for the years ended December 31, 2001 and 2000, and for the eight months
ended December 31, 1999, were less than 1% of total operating expenses. In
addition, the Company receives commissions from USA for home shopping sales
generated by its customers. Such revenues for the year ended December 31, 2001
and 2000, and for the eight months ended December 31, 1999, were less than 1%
of total revenues.

(12) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain facilities and equipment under noncancellable
operating leases. Leases and rental costs charged to expense for the years
ended December 31, 2001 and 2000, and for the eight months ended December 31,
1999, were approximately $62, $44 and $65, respectively. As of December 31,
2001, future minimum lease payments are as follows:

|             |      |        |    |    | 
|------------ | ---- | ------ | -- | -- | 
|Year ending  |      |        |    |   
|December 31, |      | Amount
|             |      |       
|             | 2002 |        | $  | 58 | 
|            
|            
|            
|            
|             | 2003 |        |    | 53 | 
|            
|            
|            
|            
|             | 2004 |        |    | 43 | 
|            
|            
|            
|            
|             | 2005 |        |    | 23 | 
|            
|            
|            
|            
|             | 2006 |        |    | 9  | 
|            
|            
|            
|            
|Thereafter   |      |        | 22 |   

The Company also rents utility poles in its operations. Generally, pole
rentals are cancelable on short notice, but the Company anticipates that such
rentals will recur. Rent expense incurred for pole rental attachments for the
years ended December 31, 2001 and 2000, and for the eight months ended December
31, 1999, was $1.1 million, $0.9 million and $0.6 million, respectively.

Litigation

We are involved from time to time in routine legal matters and other
claims incidental to our business. We believe that the resolutions of such
matters will not have a material adverse impact on our consolidated financial
position or results of operations.

F-14



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(13) REGULATION IN THE CABLE INDUSTRY

The operation of a cable system is extensively regulated by the Federal
Communications Commission (FCC), some state governments and most local
governments. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations. The 1996 Telecom Act altered the regulatory structure
governing the nations communications providers. It removed barriers to
competition in both the cable television market and the local telephone market.
Among other things, it reduced the scope of cable rate regulation and
encouraged additional competition in the video programming industry by allowing
local telephone companies to provide video programming in their own telephone
service areas.

The 1996 Telecom Act required the FCC to undertake a host of implementing
rulemakings. Moreover, Congress and the FCC have frequently revisited the
subject of cable regulation. Future legislative and regulatory changes could
adversely affect the Companys operations.

(14) EMPLOYEE BENEFIT PLANS

The Company sponsored a defined contribution plan that covered
substantially all employees (the Plan). In connection with the Charter
Transaction, the Plans assets were frozen as of April 30, 1999, and employees
became fully vested.

Effective July 1, 1999, the Companys employees with two months of service
are eligible to participate in the Charter Communications, Inc. 401(k) Plan
(the Charter Plan). Participants in the Charter Plan can contribute up to 15%
of their salary, on a before tax basis, subject to a maximum contribution limit
as determined by the Internal Revenue Service. The Company made contributions
to the Charter Plan totaling $0.1 million for each of the years ended December
31, 2001 and 2000, and the eight months ended December 31, 1999.

Eligible employees of the Company participate in the Charter Holdco 1999
Option Plan (the 1999 Plan) and/or the Charter 2001 Stock Incentive Plan (the
2001 Plan). The 1999 Plan provides for grants of options to employees, officers
and directors of the Company. Options are granted with an exercise price equal
to the estimated fair value of the underlying stock and vest over five years
from the grant date, commencing 15 months after the date of the grant. Options
not exercised accumulate and are exercisable, in whole or in part, in any
subsequent period, but not later than ten years from the date of grant. The
2001 Plan provides for grants of options to employees, officers and directors
of the Company. Options are granted with an exercise price equal to the
estimated fair value of the underlying stock and vest 25% on first anniversary
of date of grant and 25% on each anniversary thereafter. Options not exercised
accumulate and are exercisable, in whole or in part, in any subsequent period,
but not later than ten years from the date of grant.

The Company uses the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, to
account for the option plans. Accordingly, no compensation expense was recorded
for the years ended December 31, 2001 and 2000, and the eight months ended
December 31, 1999.

F-15



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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except where indicated)




(15) NEW ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, No. 142,
Goodwill and Other Intangible Assets, and No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting and was adopted by the Company on July 1, 2001. Adoption of SFAS No.
141 did not have a significant impact on the consolidated financial statements
of the Company.

Under SFAS No. 142, goodwill and other indefinite lived intangible assets
are no longer subject to amortization over their useful lives, rather, they are
subject to at least annual assessments for impairment. Also, under SFAS Nos.
141 and 142, an intangible asset should be recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights or if
the intangible asset can be sold, transferred, licensed, rented or exchanged.
Such intangibles will be amortized over their useful lives. The Company
believes that substantially all franchises will qualify for indefinite life
treatment under the new standard. While their analysis, including the
impairment testing of franchises required under the new standard, is not
complete, we expect to stop amortizing franchise intangible assets that meet
the indefinite life treatment beginning January 1, 2002. The Company will test
these assets for impairment at least annually. Other than during any periods in
which the Company may record a charge for impairment, the Company expects that
the adoption of SFAS No. 142 will result in a reduced loss as a result of
reduced amortization expense. Based on the Companys preliminary
evaluation, if the new standard had been in effect for 2001,
amortization expense would have been reduced by approximately
$25.0 million to $27.7 million.

Under SFAS No. 143, the fair value of a liability for an asset retirement
obligation is required to be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset. SFAS No. 143 will be implemented by the Company on January 1,
2002. Adoption of SFAS No. 143 will not have a material impact on the
consolidated financial statements of the Company.

In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No.
144 addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of and supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale and resolves
implementation issues related to SFAS No. 121. SFAS No. 144 will be implemented
by the Company on January 1, 2002. Adoption of SFAS No. 144 will not have a
material impact on the consolidated financial statements of the Company.

F-16



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##### Table of Contents



REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
Renaissance Media Group LLC

We have audited the accompanying consolidated statements of operations, changes
in members equity, and cash flows for the four months ended April 30, 1999 of
Renaissance Media Group LLC (the Company). These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations of the
Company and its cash flows for the four months ended April 30, 1999 in
conformity with generally accepted accounting principles.



| |  |                      
| |  | ---------------------
| |  | /s/ ERNST & YOUNG LLP
|
| |  |                      

New York, New York
June 4, 1999
except for Note 8, as to which the date is
June 29, 1999

F-17



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF OPERATIONS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)



|                               |                                     |   |        |       | 
|------------------------------ | ----------------------------------- | - | ------ | ----- | 
|Revenues                       |                                     | $ | 20,396 |      
|                              
|                              
|                              
|                              
|Costs and expenses:            |                                     |   |        |      
|                              
|                              
|                              
|                              
|                               | Service costs                       |   |        | 6,325 | 
|                              
|                              
|                              
|                              
|                               | Selling, general and administrative |   |        | 3,057 | 
|                              
|                              
|                              
|                              
|                               | Depreciation and amortization       |   |        | 8,912 | 
|                               |                                     |   |        |      
|Operating income               |                                     |   | 2,102  |      
|                              
|                              
|                              
|                              
|Interest income                |                                     |   | 122    |      
|                              
|                              
|                              
|                              
|Interest (expense)             |                                     |   | (6,321 | )    
|                               |                                     |   |        |      
|(Loss) before credit for taxes |                                     |   | (4,097 | )    
|                              
|                              
|                              
|                              
|Credit for taxes               |                                     |   | 65     |      
|                               |                                     |   |        |      
|Net (loss)                     |                                     | $ | (4,032 | )    
|                               |                                     |   |        |      

See accompanying notes to consolidated financial statements.

F-18



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS EQUITY

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




|                          |  |         |         |             |  |          |         |   |  |       |        |  
|------------------------- |  | ------- | ------- | ----------- |  | -------- | ------- | - |  | ----- | ------ | -
|                          |  |         |         |             |  |          |         |   |  | Total
|                          |  | Paid-in |         | Accumulated |  | Members'
|                          |  | Capital |         | Deficit     |  | Equity  
|                          |  |         |         |             |  |         
|Balance December 31, 1998 |  | $       | 108,600 |             |  | $        | (12,979 | ) |  | $     | 95,621 |  
|                         
|                         
|                         
|                         
|Net (loss)                |  |         |        |             |  |          | (4,032  | ) |  |       | (4,032 | )
|                          |  |         |         |             |  |          |         |   |  |       |        |  
|Balance April 30, 1999    |  | $       | 108,600 |             |  | $        | (17,011 | ) |  | $     | 91,589 |  
|                          |  |         |         |             |  |          |         |   |  |       |        |  

See accompanying notes to consolidated financial statements.

F-19



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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




|                                                 |                               |                                        |                                           |                                           |        |                |        |  
|------------------------------------------------ | ----------------------------- | -------------------------------------- | ----------------------------------------- | ----------------------------------------- | ------ | -------------- | ------ | -
|                                                 |                               |                                        |                                           |                                           |        | Four Months   
|                                                 |                               |                                        |                                           |                                           |        | Ended         
|                                                 |                               |                                        |                                           |                                           |        | April 30, 1999
|                                                 |                               |                                        |                                           |                                           |        |               
|OPERATING ACTIVITIES                             |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|Net (loss)                                       |                               | $                                      | (4,032                                    | )                                        
|                                                
|                                                
|                                                
|                                                
|Adjustments to non-cash and non-operating items: |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|Depreciation and amortization                    |                               |                                        | 8,912                                     |                                          
|                                                
|                                                
|                                                
|                                                
|Accretion on Senior Discount Notes               |                               |                                        | 3,528                                     |                                          
|                                                
|                                                
|                                                
|                                                
|Other non-cash charges                           |                               |                                        | 322                                       |                                          
|                                                
|                                                
|                                                
|                                                
|Changes in operating assets and liabilities:     |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Accounts receivable  trade, net       |                                           |                                           | 206    |               
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Accounts receivable  other            |                                           |                                           | 92     |               
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Prepaid expenses and other assets      |                                           |                                           | (75    | )             
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Accounts payable                       |                                           |                                           | (1,496 | )             
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Accrued expenses                       |                                           |                                           | (3,449 | )             
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Customer advance payments and deposits |                                           |                                           | 49     |               
|                                                
|                                                
|                                                
|                                                
|                                                 |                               | Deferred marketing support             |                                           |                                           | (150   | )             
|                                                 |                               |                                        |                                           |                                          
|                                                 |                               |                                        | Net cash provided by operating activities |                                           |        | 3,907          |       
|                                                 |                               |                                        |                                           |                                          
|INVESTING ACTIVITIES                             |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|Purchased cable television systems:              |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|                                                 | Property, plant and equipment |                                        |                                           | (830                                      | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Cable television franchises   |                                        |                                           | (1,940                                    | )     
|                                                
|                                                
|                                                
|                                                
|Escrow deposit                                   |                               |                                        | 150                                       |                                          
|                                                
|                                                
|                                                
|                                                
|Capital expenditures                             |                               |                                        | (4,250                                    | )                                        
|                                                
|                                                
|                                                
|                                                
|Other intangible assets                          |                               |                                        | 16                                        |                                          
|                                                 |                               |                                        |                                           |                                          
|                                                 |                               |                                        | Net cash used in investing activities     |                                           |        | (6,854         | )     
|                                                 |                               |                                        |                                           |                                          
|FINANCING ACTIVITIES                             |                               |                                        |                                           |                                          
|                                                
|                                                
|                                                
|                                                
|Repayment of advances from Holdings              |                               |                                        | (135                                      | )                                        
|                                                 |                               |                                        |                                           |                                          
|                                                 |                               |                                        |                                           | Net cash used in financing activities     |        |                | (135   | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                               |                                        |                                           | Net decrease in cash and cash equivalents |        |                | (3,082 | )
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at December 31, 1998   |                               |                                        | 8,482                                     |                                          
|                                                 |                               |                                        |                                           |                                          
|Cash and cash equivalents at April 30, 1999      |                               | $                                      | 5,400                                     |                                          
|                                                 |                               |                                        |                                           |                                          
|SUPPLEMENTAL DISCLOSURES                         |                               |                                        |                                           |                                          
|Interest paid                                    |                               | $                                      | 4,210                                     |                                          
|                                                 |                               |                                        |                                           |                                          

See accompanying notes to consolidated financial statements.

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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




1. ORGANIZATION AND BASIS OF PRESENTATION

Renaissance Media Group LLC (Group) a wholly-owned subsidiary of
Renaissance Media Holdings LLC (Holdings), was formed in March 1998 to own
and operate cable television systems in small and medium sized markets, which
provide programming, and other related services, to customers through its
hybrid coaxial and fiber optic distribution plant for a monthly fee. Group and
its wholly-owned subsidiaries, Renaissance Media (Louisiana) LLC (Louisiana),
Renaissance Media (Tennessee) LLC (Tennessee), and Renaissance Media LLC
(Media) are collectively referred to as the Company. On April 9, 1998, the
Company acquired six cable television systems (the Acquisition) from TWI
Cable, Inc., a subsidiary of Time Warner Inc. (Time Warner). Prior to the
Acquisition, the Company had no operations other than start-up related
activities.

On February 23, 1999, Holdings, Charter Communications, Inc. (Charter),
now known as Charter Investment, Inc. and Charter Communications, LLC (Buyer
or CC LLC) executed a purchase agreement (the Charter Purchase Agreement),
providing for Holdings to sell and Buyer to purchase, all of the outstanding
limited liability company membership interests in Group held by Holdings (the
Charter Transaction) subject to certain covenants and restrictions pending
satisfaction of certain conditions prior to closing. The purchase price was
$459,000, consisting of $348,000 in cash and $111,000 in assumed debt. On April
30, 1999, the Charter Transaction was consummated.

These financial statements have been prepared as of and for the four
months ended April 30, 1999 immediately prior to the consummation of the
Charter Transaction.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of the Company include the accounts
of the Company and its wholly-owned subsidiaries. Significant inter company
accounts and transactions have been eliminated.

CONCENTRATION OF CREDIT RISK

A significant portion of the customer base is concentrated within the
local geographical area of each of the individual cable television systems. The
Company generally extends credit to customers and the ultimate collection of
accounts receivable could be affected by the local economy. Management performs
continuous credit evaluations of its customers and may require cash in advance
or other special arrangements from certain customers. Management does not
believe that there is any significant credit risk which could have a material
effect on the Companys financial condition.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and investments in short-term,
highly liquid securities, which have maturities when purchased of three months
or less.

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RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is recorded at purchased and capitalized
cost. Capitalized internal costs principally consist of employee costs and
interest on funds borrowed during construction. Capitalized labor, materials
and associated overhead amounted to approximately $721 for the four months
ended April 30, 1999. Replacements, renewals and improvements to installed
cable plant are capitalized. Maintenance and repairs are charged to expense as
incurred. Depreciation expense for the four months ended April 30, 1999
amounted to $3,434.

Property, plant and equipment is depreciated using the straight-line
method over the following estimated service lives:

|                                              |  |            |  | 
|--------------------------------------------- |  | ---------- |  | 
|Buildings and leasehold improvements          |  | 5-30 years
|                                             
|                                             
|                                             
|                                             
|Cable systems, equipment and customer devices |  | 5-30 years
|                                             
|                                             
|                                             
|                                             
|Transportation equipment                      |  | 3-5 years 
|                                             
|                                             
|                                             
|                                             
|Furniture, fixtures and office equipment      |  | 5-10 years

CABLE TELEVISION FRANCHISES AND INTANGIBLE ASSETS

Cable television franchise costs include the assigned fair value, at the
date of acquisition, of the franchises from purchased cable television systems.
Intangible assets include goodwill, deferred financing and other intangible
assets. Cable television franchises and intangible assets are amortized using
the straight-line method over the following estimated useful lives:

|                                               |  |            |  | 
|---------------------------------------------- |  | ---------- |  | 
|Cable television franchises                    |  | 15 years  
|                                              
|                                              
|                                              
|                                              
|Goodwill                                       |  | 25 years  
|                                              
|                                              
|                                              
|                                              
|Deferred financing and other intangible assets |  | 2-10 years

The Company reviews the carrying value of its long-lived assets, including
property, plant and equipment, cable television franchises and intangible
assets, whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. To the extent the estimated future cash inflows
attributable to the asset, less estimated future cash outflows, is less than
the carrying amount, an impairment loss is recognized to the extent that the
carrying value of such asset is greater than its fair value.

REVENUES AND COSTS

Customer fees are recorded as revenue in the period the related services
are provided and advertising revenues are recognized in the period the related
advertisements are exhibited. Rights to exhibit programming are purchased from
various cable networks. The costs of such rights are generally expensed as the
related services are made available to customers.

ADVERTISING COSTS

Advertising costs are expensed upon the first exhibition of the related
advertisements and are recorded net of marketing credits earned from launch
incentive and cooperative advertising programs.

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RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




During the four months ended April 30, 1999 the company earned marketing
credits in excess of advertising expense incurred. Advertising expense and
marketing credits amounted to $263 and $306, respectively, for the four months
ended April 30, 1999.

ESTIMATES USED IN FINANCIAL STATEMENT PRESENTATION

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. ACQUISITIONS

Bayou Vision, Inc.

On February 3, 1999, Media acquired the cable television assets of Bayou
Vision, Inc. and Gulf South Cable, Inc. serving approximately 1,950 customers
in the Villages of Estherwood, Morse and Mermentau and Acadia and Livingston
Parish, Louisiana. The cash purchase price was approximately $2,700 and was
paid out of available Company funds.

4. TAXES

For the four months ended April 30, 1999, the credit for taxes has been
calculated on a separate company basis. The components of the credit for taxes
are as follows:

|                   |          |   |                |     |  
|------------------ | -------- | - | -------------- | --- | -
|                   |          |   | Four Months   
|                   |          |   | Ended         
|                   |          |   | April 30, 1999
|                   |          |   |               
|Federal:           |          |   |                |    
|                  
|                  
|                  
|                  
|                   | Current  |   | $              |    |  
|                  
|                  
|                  
|                  
|                   | Deferred |   |                |    |  
|                  
|                  
|                  
|                  
|State:             |          |   |               |    
|                  
|                  
|                  
|                  
|                   | Current  |   |                | (65 | )
|                  
|                  
|                  
|                  
|                   | Deferred |   |                |    |  
|                   |          |   |                |     |  
|(Credit) for taxes |          | $ | (65            | )  
|                   |          |   |                |     |  

The Companys current state tax credit results from overpayment in 1998 of
franchise tax in Tennessee and Mississippi and tax on capital in New York.

The Company has a net operating loss (NOL) carry-forward for income tax
purposes which is available to offset future taxable income. This NOL totals
approximately $22,324 and will expire in the year 2018 and 2019 at $14,900 and
$7,424 respectively. The Company has established a valuation allowance to
offset the entire potential future tax benefit of the NOL carry-forward and,
therefore, has recognized no deferred tax asset with respect to the NOL.

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RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




Louisiana and Tennessee have elected to be treated as corporations for
federal income tax purposes and have not recorded any tax benefit for their
losses as the realization of these losses by reducing future taxable income in
the carry forward period is uncertain at this time.

5. RELATED PARTY TRANSACTIONS

TRANSACTIONS WITH MORGAN STANLEY ENTITIES

In connection with the Acquisition, Media entered into the Credit
Agreement with Morgan Stanley Senior Funding Inc. and Morgan Stanley & Co.
Incorporated (collectively the Morgan Stanley Entities) acted as the
Placement Agent for the Notes. In connection with these services the Morgan
Stanley Entities received customary fees and expense reimbursement comparable
to that of a third party exchange.

TRANSACTIONS WITH TIME WARNER AND RELATED PARTIES

In connection with the Acquisition, Media entered into an agreement with
Time Warner (the Time Warner Agreement), pursuant to which Time Warner
managed the Companys programming in exchange for providing the Company access
to certain Time Warner programming arrangements (the Programming
Arrangements). Management believes that programming rates made available to
the Company through its relationship with Time Warner are lower than rates that
the Company could obtain separately. Such volume rates will not continue to be
available after the Charter Transaction.

For the four months ended April 30, 1999, the Company incurred
approximately $2,716 in costs under the Programming Arrangements. In addition,
the Company has incurred programming costs of approximately $958 for
programming services owned directly or indirectly by Time Warner entities for
the four months ended April 30, 1999.

TRANSACTIONS WITH BOARD MEMBER

The Company has utilized the law firm of one of its board members for
legal services for the Acquisition, financing agreements and various ongoing
legal matters. These fees totaled approximately $154 for the four months ended
April 30, 1999.

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RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




6. EMPLOYEE BENEFIT PLAN

The Company sponsors a defined contribution plan which covers
substantially all employees (the Plan). The Plan provides for contributions
from eligible employees up to 15% of their compensation subject to Internal
Revenue Code limitations. The Companys contribution to the Plan is limited to
50% of each eligible employees contribution up to 10% of his or her
compensation. The Company has the right in any year to set the amount of the
Companys contribution percentage. Company matching contributions to the Plan
for the four months ended April 30, 1999 were approximately $54. All
participant contributions and earnings are fully vested upon contribution and
Company contributions and earnings vest 20% per year of employment with the
Company, becoming fully vested after five years.

In connection with the Charter Transaction, the Plans assets were frozen
as of April 30, 1999, and employees became fully vested. Effective July 1,
1999, the Companys employees with two months of service are eligible to
participate in the Charter Communications, Inc. 401(k) Plan.

7. COMMITMENTS AND CONTINGENCIES

LEASES

The Company had rental expense under various lease and rental agreements
primarily for offices, tower sites and warehouses of approximately $59 for the
four months ended April 30, 1999. In addition, the Company rents utility poles
in its operations generally under short term arrangements, but the Company
expects these arrangements to recur. Total rent expense for utility poles was
approximately $272 for the four months ended April 30, 1999.

Future minimum annual rental payments under noncancellable leases are as
follows:

|                    |  |   |     | 
|------------------- |  | - | --- | 
|1999                |  | $ | 29  | 
|                   
|                   
|                   
|                   
|2000                |  |   | 38  | 
|                   
|                   
|                   
|                   
|2001                |  |   | 24  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 21  | 
|                   
|                   
|                   
|                   
|2003 and thereafter |  |   | 70  | 
|                    |  |   |     | 
|Total               |  | $ | 182 | 
|                    |  |   |     | 

EMPLOYMENT AGREEMENTS

Media entered into employment agreements with six senior executives, who
are also investors in Holdings, for the payment of salaries and bonuses. In
connection with the Charter Transaction, the employment agreements with the six
senior executives were terminated with no liability to the Company.

OTHER AGREEMENTS

In exchange for certain flexibility in establishing cable rate pricing
structures for regulated services that went into effect on January 1, 1996,
Time Warner agreed with the Federal Communications Commission (FCC) to invest
in certain upgrades to its cable infrastructure (consisting

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RENAISSANCE MEDIA GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOUR MONTHS ENDED APRIL 30, 1999
(Dollars in Thousands)




primarily of materials and labor in connection with the plant upgrades up
to 750 MHz) by November 30, 2000. This agreement with the FCC (the FCC
Agreement) has been assumed by the Company as part of the Acquisition and did
not terminate as a result of the Charter Transaction. The Company has agreed to
invest approximately $25,100 in upgrades to its cable infrastructure in
accordance with the FCC Agreement.

The Company has spent approximately $3,650 on such upgrades as of April
30, 1999.

8. SUBSEQUENT EVENTS

The Charter Transaction was consummated at the close of business on April
30, 1999. In connection with the closing of the Charter Transaction, all
amounts outstanding under the Credit Agreement, including accrued interest and
unpaid fees, were paid in full and the Credit Agreement was terminated. The
effects of the debt repayment and the CC LLC capital contribution will be
reflected in the consolidated financial statements of the Company for periods
subsequent to April 30, 1999.

In connection with the closing of the Charter Transaction, the Time Warner
Agreement was terminated on April 30, 1999 and Media paid Time Warner $650 for
deferred marketing credits owed to program providers under the Programming
Arrangements. See Note 5 (Transactions with Time Warner and related parties).

On May 28, 1999, as a result of the Charter Transaction (i.e., change of
control) and in accordance with the terms and conditions of the indenture
governing the Notes, the Company made an offer (the Tender Offer) to purchase
any and all of the Notes at 101% of their accreted value, plus accrued and
unpaid interest, if any, through June 28, 1999. The Tender Offer expired on
June 23, 1999, whereby 48,762 notes ($1,000 face amount at maturity) were
validly tendered and accepted for purchase. On June 28, 1999, Charter
Communications Operating, LLC, the indirect parent of Group, paid a sum of
$34,223 for all of the Notes validly tendered. Accordingly, the Company
recorded this payment for the extinguishment of debt as a capital contribution.

9. MANAGEMENT AGREEMENT (UNAUDITED)

Effective May 1, 1999, the Company is charged a management fee equal to
3.5% of revenues, as stipulated in the previous management agreement between
Charter and Charter Communications Operating, LLC (CCO), the indirect parent
of Group. To the extent that management fees charged to the Company are
greater/(less) than the proportionate share (based on basic customers) of
corporate expenses incurred by Charter on behalf of the Company, Group will
record distributions to/(capital contributions from) Charter. On November 12,
1999, Charter and CCO entered into a revised management agreement eliminating
the 3.5% management fee and entitling Charter to reimbursement from CCO of all
of its costs incurred in connection with the performance of its services under
the revised management agreement.

F-26