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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K
_______________

| |  |   |  |                                                                                         
| |  | - |  | ----------------------------------------------------------------------------------------
| |  | x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934    
| |  |   |  |                                                                                         
| |  |   |  | For the year ended December 31, 2002                                                    
| |  |   |  |                                                                                         
| |  |   |  | OR                                                                                      
| |  |   |  |                                                                                         
| |  | o |  | 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
Delaware
Delaware
Delaware                            |  | 14-1803051
14-1801165
14-1801164
14-1803049
|                                                               |  |                                            
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)       
|                                                               |  |                                            
|12405 Powerscourt Drive
St. Louis, Missouri                    |  | 63131                                      
|                                                               |  |                                            
|(Address of principal executive offices)                       |  | (Zip Code)                                 

(314) 965-0555

(Registrants 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 registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes   x   No   o

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 registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.   x
Indicate by checkmark whether the registrants are accelerated filers (as
defined in Rule 12b-2 of the Exchange Act). Yes   o    No   x

The aggregate market value of the voting and non voting common equity
securities held by non-affiliates as of June 28, 2002 was zero. 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



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|* |  | Registrants 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        
|               | ITEM 1. BUSINESS                                                                             
|               | ITEM 2. PROPERTIES                                                                           
|               | ITEM 3. LEGAL PROCEEDINGS                                                                    
|PART II       
|               | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                
|               | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|               | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                           
|               | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|               | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART IV       
|               | ITEM 14. CONTROLS AND PROCEDURES                                                             
|               | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                    
|SIGNATURES    
|CERTIFICATIONS
|CERTIFICATION 
|CERTIFICATION 



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

2002 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

|               |  |                                                                                               |  |     
|-------------- |  | --------------------------------------------------------------------------------------------- |  | ----
|               |  |                                                                                               |  | PAGE
|               |  |                                                                                               |  |     
|Part I         |  |                                                                                               |  |     
|               |  | Item 1. Business                                                                              |  | 4   
|               |  | Item 2. Properties                                                                            |  | 6   
|               |  | Item 3. Legal Proceedings                                                                     |  | 6   
|Part II        |  |                                                                                               |  |     
|               |  | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                 |  | 8   
|               |  | Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations |  | 8   
|               |  | Item 7A. Quantitative and Qualitative Disclosure About Market Risk                            |  | 23  
|               |  | Item 8. Financial Statements and Supplementary Data                                           |  | 23  
|               |  | Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure  |  | 23  
|Part IV        |  |                                                                                               |  |     
|               |  | Item 14. Controls and Procedures                                                              |  | 24  
|               |  | Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K                     |  | 25  
|Signatures     |  |                                                                                               |  | 27  
|Certifications |  |                                                                                               |  | 28  

This Annual Report on Form 10-K is for the year ended December 31, 2002. The
Securities and Exchange Commission (SEC) allows us to incorporate by
reference information that we file with the SEC, which means that we can
disclose important information to you by referring you directly to those
documents. Information incorporated by reference is considered to be part of
this Annual Report. In addition, information that we file with the SEC in the
future will automatically update and supersede information contained in this
Annual Report. In this Annual Report, 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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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:

This Annual Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, regarding, among other things, our plans,
strategies and prospects, both business and financial, including, without
limitation, the forward-looking statements set forth in Part I, Item 1.
Business and in Part II, Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations in this Annual Report. Although
we believe that our plans, intentions and expectations reflected in or
suggested by these forward-looking statements are reasonable, we cannot assure
you that we will achieve or realize these plans, intentions or expectations.
Forward-looking statements are inherently subject to risks, uncertainties and
assumptions, including, without limitation, the factors described under
Certain Trends and Uncertainties under Part II, Item 7 Managements
Discussion and Analysis of Financial Condition and Results of Operations in
this Annual Report. 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 Annual Report are set forth in this Annual Report
and in other reports or documents that we file from time to time with the
United States Securities and Exchange Commission, or the SEC, and include, but
are not limited to:



| |  |  | our ability to sustain and grow revenues and cash from
operations by offering video and data services and to maintain a
stable customer base, particularly in the face of increasingly
aggressive competition from other service providers;                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our ability to comply with all covenants in our indenture, any
violation of which would result in a violation of the indenture and
could trigger a default of other obligations under cross default
provisions;                                                                               
|
| |  |  | availability of funds to meet interest payment obligations
under our debt and to fund our operations and necessary capital
expenditures, either through cash from operations, further
borrowings or other sources;                                                                            
|
| |  |  | any adverse consequences arising out of the restatement of
our financial statements described herein;                                                                                                                                                                                         
|
| |  |  | the results of the pending grand jury investigation by the
United States Attorneys Office for the Eastern District of
Missouri, the pending SEC investigation and the putative class
action and derivative shareholders litigation against Charter
Communications, Inc., our indirect parent;
|
| |  |  | the cost and availability of funding to refinance our existing debt as it becomes due;                                                                                                                                                                                                        
|
| |  |  | our ability to achieve free cash flow;                                                                                                                                                                                                                                                        
|
| |  |  | our ability to obtain programming at reasonable prices;                                                                                                                                                                                                                                       
|
| |  |  | general business conditions, economic uncertainty or slowdown and potential international conflict;                                                                                                                                                                                           
|
| |  |  | the impact of any armed conflict, including loss of customers
in areas with large numbers of military personnel; and                                                                                                                                                                          
|
| |  |  | the effects of governmental regulation on our business.                                                                                                                                                                                                                                       

All forward-looking statements attributable to us or a person acting on our
behalf are expressly qualified in their entirety by this cautionary statement.
We are under no obligation to update any of the forward looking statements
after the date of this Annual Report to conform these statements to actual
results or to changes in our expectations.

3



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PART I




ITEM 1. BUSINESS

Introduction

Renaissance Media Group LLC (the
Company), through its subsidiaries, is the owner and
operator of cable systems. Through our broadband network of coaxial
and fiber optic cable, we offer video data and other advanced
broadband services.
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 in Louisiana, Tennessee and Mississippi
and commenced active operations in April 1998. 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.

The systems in Louisiana consist of five cable television systems serving
approximately 104,700 customer relationships as of December 31, 2002. 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 systems in Tennessee served approximately 41,700
customer relationships located in Jackson, Tennessee and surrounding counties as of
December 31, 2002.

At December 31, 2002, our investment in cable properties, long-term debt, and
total members equity was $427 million, $113 million, and $229 million,
respectively. Our debt-to-equity ratio and working capital deficit were .5 to
1 and $85 million at December 31, 2002, respectively. For the year ended
December 31, 2002, our revenues and net loss were approximately $101 million
and $84 million, respectively. We have had a history of net losses and expect
to continue to report net losses for the foreseeable future. The principal
reasons for our prior net losses include our depreciation and amortization
expenses, impairment charges on franchises and interest costs on borrowed
money, which increased in the aggregate $56 million and $8 million,
respectively for the year ended December 31, 2002 as compared to December 31,
2001 and for the year ended December 31, 2001 as compared to December 31, 2000.
A non-cash impairment charge of $97 million was recognized in 2002. See Item
7. Managements Discussion and Analysis of Financial Condition and Results of
Operations and Note 7 to our consolidated financial statements contained in
Item 8. Financial Statements and Supplementary Data for greater detail.

We are managed by Charter Communications, Inc. (Charter) and Charter
Communications Holding Company LLC (Charter Holdco) and pay a management fee
for their management services. 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.

Restatement of Prior Results

In November 2002, Charter determined that additional franchise costs and
deferred income tax liability should have been recorded relating to the
differences between the financial statement and tax basis of assets it acquired
in connection with certain cable businesses acquired throughout 1999 and 2000.
As a result of this restatement, Charter engaged KPMG LLP to perform new audits
as of and for the years ended December 31, 2001 and 2000 because their former
accountants, Arthur Andersen LLP, were no longer available to provide an
opinion as to restated financial statements.

In connection with the audits mentioned above and discussions with the staff of
the Securities and Exchange Commission in connection with their review of
Charters periodic filings, Charter concluded that it was appropriate to make
certain adjustments to previously reported results. These adjustments resulted
in our need to restate our previously reported results. These adjustments,
among other things, were made to previous interpretations and applications of
generally accepted accounting principles consistently followed by us since 2000
and throughout the restatement period. Although we do not anticipate that
additional adjustments will be necessary, until the Securities and Exchange
Commission review process has been completed, it is possible that additional
adjustments may be required.

These adjustments reduced revenue previously reported for the first three
quarters of 2002 by $1 million, and for the years ended December 31, 2001 and
2000 by $4 million and $2 million, respectively. Such adjustments represent
approximately 1%, 5% and 3% of previously reported revenues for the respective
periods in 2002, 2001 and 2000.

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Our previously reported consolidated net loss
decreased by $5 million for the first three quarters of 2002 and
increased by $0.1 million
and $1 million for the years ended December 31, 2001 and 2000, respectively,
primarily due to adjustments related to the original accounting for
acquisitions and elements of our rebuild and upgrade activities.

All comparisons and references in this Form 10-K to results for fiscal years
2001 and 2000 are to the restated results. See Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
OperationsRestatement of Prior Results and Note 3 to our consolidated
financial statements contained in Item 8. Financial Statements and
Supplementary Data for a more detailed discussion of the restatement.

Certain Significant Developments in 2002

In 2002, we continued and substantially completed the upgrade of our cable
systems to provide digital video service, higher bandwidth capacity and two-way
communication capability, as well as to reduce the number of headend control
centers, or headends, which have the equipment for receipt of broadcast and
satellite signals, transmission of signals to customers and connectivity for
data services. This rebuild increased our number of homes passed which were
enabled for digital signals and high speed cable modem service. At December
31, 2002, all of our customer relationships were served by systems with
bandwidth of 550 megahertz or greater and also have the two-way communication
capability that is necessary for cable modem high-speed Internet access.

In 2002, we decided to focus on improving cash flow from operations and overall
revenues by bundling our digital and data services in value-priced packages
without deep discounting. In prior years we engaged in deep discounting,
special price and package offers and extended credit policies to increase basic
analog customers, which resulted in an increase in the number of customers in
excess of 90 days past due throughout late 2000 and 2001. Throughout 2002, we
tightened our credit and collections policy in an effort to reduce our billing
costs, unproductive call volume and general operating costs. In the fourth
quarter of 2002, we commenced a program to improve operating efficiency and
reduce labor costs, pursuant to which Charter is consolidating its three
divisions and ten operating regions into five divisions and has eliminated
certain layers of its management structure. In December 2002, we also
commenced a workforce reduction program intended to reduce our operating costs.

Commencing in July 2002, a number of Federal class action lawsuits and state
derivative actions were filed against Charter, its directors and certain of its
and our former and current officers, some of whom also serve and/or served as
our current and former officers and directors. These lawsuits allege, among
other things, misleading accounting practices, overstatement of the number of
customers, and breach of fiduciary duty in connection therewith. Since then,
Charter has become the subject of investigations by the United States
Attorneys Office of the Eastern District of Missouri and, more recently, the
Division of Enforcement of the Securities and Exchange Commission in connection
with generally comparable subjects. We understand that Charter is cooperating
with the investigations. See Item 3. Legal Proceedings.

Focus for 2003

We expect that our financial focus for 2003 will be to improve revenues and
reduce losses from operations with a goal of achieving free cash flow (i.e.,
meaning that revenues would exceed the sum of all operating expenses, capital
expenditures, and cash interest expense). To achieve these goals, we expect
that our operational focus will be to:



| |  | reduce analog customer losses;                                                                                                                                                                                                                                   
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | increase revenue by adjusting retail rates of service packages;                                                                                                                                                                                                  
| 
| |  | increase revenue through continued sale of digital services and high-speed data products;                                                                                                                                                                        
| 
| |  | decrease customer turnover by emphasizing the sale of bundled services;                                                                                                                                                                                          
| 
| |  | decrease programming costs by offering customers greater choice in the selection of service packages and bundles;                                                                                                                                                
| 
| |  | decrease operating costs by improving our basic execution and efficiency with respect to our core video and data
services, including improving customer care and service delivery through consolidation of certain functions and
application of new technologies;
| 
| |  | decrease operating costs by eliminating organizational redundancy and promoting standardized practices to seek to
better exploit potential economies of scale; and                                                                                               
| 
| |  | decrease capital expenditures due to the substantial completion of our rebuild program in 2002.                                                                                                                                                                  

We believe our product offerings, especially our digital and high-speed data
options, will provide customers greater choice in the selection of core video
and data services through a more varied group of bundled packages of services.

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Given that our widespread digital platform already enables a significant
number and variety of channels, our plan for 2003 is to offer customers the
opportunity to choose among groups of channel offerings (including premium
channels such as Showtime® and HBO®), and to add other services such as data
services, high-definition television (in selected markets), and
video-on-demand.

We also plan to focus on increased marketing of our high-speed Internet data
service, as we believe this area has the potential to provide a substantial
portion of our revenue growth in the near future. We expect that these efforts
will focus principally on residential customers, although we plan to continue
to expand our marketing of data services to the business community, which we
believe has shown an increasing interest in high-speed data service and private
network services.

We will continue to strive to provide an efficient and reliable network, with
improved service delivery. With our plant rebuild substantially complete, we
plan to substantially reduce capital expenditures. We have no current plans to
rebuild any systems. Through our newly-implemented quality assurance program,
we also plan to focus on improvement of service delivery for our newly rebuilt
areas in an effort to enhance the customers experience and retention.




ITEM 2. PROPERTIES

Our principal physical assets consist of 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 own or lease real property for signal reception sites and own
most of our service vehicles.

The physical components of our cable systems require maintenance and periodic
upgrades to support the new services and products we introduce. We believe
that our properties are generally in good operating condition and are suitable
for our business operations.




ITEM 3. LEGAL PROCEEDINGS

Securities Class Actions and Derivative Suits Against Charter.Fourteen
putative federal class action lawsuits (the Federal Class Actions) have been
filed against Charter, the Companys manager and indirect parent, and certain
of its and our former and present officers and directors in various
jurisdictions allegedly on behalf of all purchasers of the securities of
Charter during the period from either November 8 or November 9, 1999 through
July 17 or July 18, 2002. Unspecified damages are sought by the plaintiffs.
In general, the lawsuits allege that Charter utilized misleading accounting
practices and failed to disclose these accounting practices and/or issued false
and misleading financial statements and press releases concerning Charters
operations and prospects.

In October 2002, Charter filed a motion with the Judicial Panel on
Multidistrict Litigation (the Panel) to transfer the Federal Class Actions to
the Eastern District of Missouri. On March 12, 2003, the Panel transferred the
six Federal Class Actions not filed in the Eastern District of Missouri to that
district for coordinated or consolidated pretrial proceedings with the eight
Federal Class Actions already pending there. The Panels transfer order
assigned the Federal Class Actions to Judge Charles A. Shaw. By virtue of a prior court
order, StoneRidge Investment Partners LLC became lead plaintiff upon entry of
the Panels transfer order. Charter has informed us that it anticipates that
the lead plaintiff will file a single consolidated amended complaint shortly.
No response from Charter will be due until after this consolidated amended
complaint is filed.

On September 12, 2002, a shareholders derivative suit (the State Derivative
Action) was filed in Missouri state court against Charter and its current
directors, as well as its and our former auditors. A substantively identical
derivative action was later filed and consolidated into the State Derivative
Action. The plaintiffs allege that the individual defendants breached their
fiduciary duties by failing to establish and maintain adequate internal
controls and procedures. Unspecified damages, allegedly on Charters behalf,
are sought by the plaintiffs.

Separately, on February 12, 2003, a shareholders derivative suit (the Federal
Derivative Action), was filed against Charter and its current directors in the
United States District Court for the Eastern District of Missouri. The
plaintiff alleges that the individual defendants breached their fiduciary
duties and grossly mismanaged Charter by failing to

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establish and maintain
adequate internal controls and procedures. Unspecified damages, allegedly on
Charters behalf, are sought by the plaintiffs.

In addition to the Federal Class Actions, the State Derivative Action and the
Federal Derivative Action, six putative class action lawsuits have been filed
against Charter and certain of its current directors and officers in the Court
of Chancery of the State of Delaware (the Delaware Class Actions). The
Delaware Class Actions are substantively identical and generally allege that
the defendants breached their fiduciary duties by participating or acquiescing
in a purported and threatened attempt by Defendant Paul Allen to purchase
shares and assets of Charter at an unfair price. The lawsuits were brought on
behalf of Charters securities holders as of July 29, 2002, and seek
unspecified damages and possible injunctive relief. No such purported or
threatened transaction by Mr. Allen has been presented.

All of the lawsuits discussed above are each in preliminary stages, and no
dispositive motions or other responses to any of the complaints have been
filed. Charter has advised the Company that it intends to vigorously defend
the lawsuits.

Government Investigations.In August of 2002, Charter became aware of a grand
jury investigation being conducted by the United States Attorneys Office for
the Eastern District of Missouri into certain of its accounting and reporting
practices, focusing on how Charter reported customer numbers, refunds that
Charter sought from programmers and its reporting of amounts received from
digital set-top terminal suppliers for advertising. Charter has been advised
by the U.S. Attorneys Office that no member of its board of directors,
including its Chief Executive Officer, is a target of the investigation.
Charter has advised us that it is fully cooperating with the investigation.

On November 4, 2002, Charter received an informal, non-public inquiry from the
Staff of the Securities and Exchange Commission (SEC). The SEC has
subsequently issued a formal order of investigation dated January 23, 2003, and
subsequent document subpoenas. The investigation and subpoenas generally
concern Charters prior reports with respect to its determination of the number
of customers (including the adequacy of our disconnect policies, the
application of those policies and their effect on the customer totals
reported by us during 2001 and prior periods), and various of its accounting policies and practices including
its capitalization of certain expenses and dealings with certain vendors,
including programmers and digital set-top terminal suppliers. Charter has
advised us that it is actively cooperating with the SEC Staff.

Outcome.Charter is unable to predict the outcome of the lawsuits and the
government investigations described above. An unfavorable outcome in the
lawsuits or the government investigations described above could have a material
adverse effect on our results of operations and financial condition.
Upon completion of the investigations referred to above, and
depending on their outcome, we will make such adjustments to our
previously reported customer numbers as may be appropriate. Also,
previously reported customer numbers will be adjusted to eliminate
cable modem only customers from our analog video customer count. We
will be eliminating the cable modem only customers from our analog
video customer count because we determined that most of these
customers were unable to receive our most basic level of analog
service because this service was physically secured or blocked, was
unavailable in certain areas or the customers were unaware that this
service was available to them.

Indemnification.Charter is generally required to indemnify each of the named
individual defendants in connection with these matters pursuant to the terms of
its Bylaws and (where applicable) such individual defendants employment
agreements. Pursuant to the terms of certain employment agreements and in
accordance with the Bylaws of Charter, in connection with the pending grand
jury investigation, SEC investigation and the above described lawsuits,
Charters current directors and its current and former officers have been
advanced certain costs and expenses incurred in connection with their defense.
Certain of the individual defendants also serve or have served as our officers
and directors. The limited liability company agreements of the Company and its
limited liability company subsidiaries may require each such entity to
indemnify Charter and the individual named defendants in connection with the
matters set forth above.

Insurance. Charter has directors and officers liability insurance coverage
that it believes is available for these matters, subject to the terms,
conditions and limitations of the respective policies.

In addition to the matters set forth above, we are also party to other lawsuits
and claims that arose in the ordinary course of conducting our business. In
the opinion of management, after taking into account recorded liabilities, the
outcome of these other lawsuits and claims will not have a material adverse
effect on our consolidated financial position or results of operations.

7



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PART II




ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(A) Market Information

There is no established trading market for the equity interests of the Company,
Capital, Louisiana or Tennessee.

(B) Holders

Charter Holdings owns indirectly all of the limited liability company
membership interests of the Company, as each of these entities are wholly-owned
subsidiaries of another entity.

(C) Dividends

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, 2002 and 2001. Our ability to pay distributions is limited under
the terms of covenants in the indenture governing the Companys outstanding
senior discount notes.

(D) Recent Sales of Unregistered Securities

No unregistered equity securities of the Company, Capital, Louisiana or
Tennessee were sold by such entities during the fourth quarter of the year
ended December 31, 2002.




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

Reference is made to Certain Trends and Uncertainties of this section and
Cautionary Statement Regarding Forward-Looking Statements, which describe
important factors that could cause actual results to differ from expectations
and non-historical information contained herein. In addition, this section
should be read in conjunction with the audited consolidated financial
statements of Renaissance Media Group LLC and subsidiaries as of and for the
years ended December 31, 2002, 2001 and 2000, and the Annual Report on Form
10-K of Charter Holdings for the years ended December 31, 2002.

All comparisons and references in this Form 10-K to results for fiscal years
2001 and 2000 are to the restated results. See Restatement of Prior Results
below and Note 3 to our consolidated financial statements contained in Item 8.
Financial Statements and Supplementary Data for a more detailed discussion of
the restatement.

Introduction

We have a history of net losses. Our net losses are principally attributable
to the substantial interest costs we incur because of our high level of debt,
the significant depreciation expenses that we incur resulting from the
extensive capital investments we have made in our cable properties and the
amortization and impairment of our franchise intangibles. We expect these
expenses will remain substantial, and therefore we expect to continue to report
net losses for the foreseeable future.

The first cash interest payment on our public notes will be due in October,
2003. Thereafter, we will be required to pay interest in cash each April and
October. In addition, our outstanding public notes will mature in 2008. We
expect that we will be reliant on loans and capital contributions from our parent
companies to repay our public notes at maturity. However, there can be no
assurances that our parent companies will have sufficient liquidity
to provide funds to us to satisfy
this payment when due.

Restatement of Prior Results

In November 2002, Charter determined that additional franchise costs and
deferred income tax liability should have been recorded relating to the
differences between the financial statement and tax basis of assets it acquired
in connection with certain cable businesses acquired throughout 1999 and 2000.
As a result of this restatement, Charter engaged KPMG LLP to perform audits as
of and for the years ended December 31, 2001 and 2000 because their former
accountants, Arthur Andersen LLP, were no longer available to provide an
opinion as to restated financial statements.

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In connection with these audits and discussions with the staff of the
Securities and Exchange Commission (SEC) in connection with their review of
Charters periodic filings, Charter concluded that it was appropriate to make
certain adjustments to previously reported results. These adjustments resulted
in our need to restate our previously reported results. These adjustments,
among other things, were made to previous interpretations and applications of
generally accepted accounting principles (GAAP) consistently followed by us
since 2000 and throughout the restatement period. Although we do not
anticipate that additional adjustments will be necessary, until the SEC review
process has been completed, it is possible that additional adjustments may be
required.

These adjustments reduced our revenue for the first three quarters of 2002 by
$1 million and for the years ended December 31, 2001 and 2000 by $4 million and
$2 million, respectively. Such adjustments represent
approximately 1%, 5% and
3% of previously reported revenues for the respective periods in 2002, 2001 and
2000. Our consolidated net loss decreased by $5 million for the first three
quarters of 2002 and increased by $0.1 million and $1 million for the years ended December
31, 2001 and 2000, respectively, primarily due to adjustments related to the
original accounting for acquisitions and elements of the rebuild and upgrade
activities discussed below. In addition, as a result of certain of these
adjustments, our statements of cash flows have been restated. Cash flows from
operations for the years ended December 31, 2001 and 2000 were increased by $1
million and $0.6 million, respectively. The more significant categories of
adjustments relate to the following items outlined below.

Launch Incentives from Programmers.Amounts previously recognized as
advertising revenue in connection with the launch of new programming channels
have been deferred and recorded in other long-term liabilities in the year such
launch support was provided, and amortized as a reduction of programming costs
based upon the relevant contract term. These adjustments decreased revenue by
$0.7 million for the first three quarters of 2002 and $3 million and $1 million
for the years ended December 31, 2001 and 2000, respectively. Additionally,
for the year ended December 31, 2000, we increased marketing expense by $0.4
million for other promotional activities associated with launching new
programming services previously deferred and subsequently amortized. The
corresponding amortization of such deferred amounts reduced programming
expenses by $0.8 million for the first three quarters of 2002,
and by $0.6 million for the year ended December 31, 2001 and
increased programming expenses by $0.3 million for the year
ended December 31,
2000.

Customer Incentives and Inducements.Marketing inducements paid to encourage
potential customers to switch from satellite providers to Charter branded
services and enter into multi-period service agreements were previously
deferred and recorded as property, plant and equipment and recognized as
depreciation and amortization expense over the life of customer contracts.
These amounts have been restated as a reduction of revenue in the period such
inducements were paid. Revenues declined $0.1 million for the first three
quarters of 2002 and $0.6 million and $0.1 million for the years ended December
31, 2001 and 2000, respectively. Substantially all of these amounts are offset
by reduced depreciation and amortization expense.

Capitalized Labor and Overhead Costs.Certain elements of labor costs and
related overhead allocations previously capitalized as property, plant and
equipment as part of our rebuild activities, customer installation and new
service introductions have been expensed in the period incurred. Such
adjustments increased operating expenses by $1 million for the first three
quarters of 2002 and $2 million and $1 million for the years ended December 31,
2001 and 2000, respectively.

Customer Acquisition Costs.Certain customer acquisition campaigns were
conducted through third-party contractors in 2000, 2001 and portions of 2002.
The costs of these campaigns were originally deferred and recorded as other
assets and recognized as amortization expense over the average customer
contract life. These amounts have been reported as marketing expense in the
period incurred and totaled $0.6 million for the first three quarters of 2002
and $1 million and
$0.1 million for the years ended December 31, 2001 and 2000, respectively. We
discontinued this program in the third quarter of 2002 as contracts for
third-party vendors expired. Substantially all of these amounts are offset by
reduced depreciation and amortization expense.

Rebuild and Upgrade of Cable Systems. In 2000, Charter initiated a program to
replace and upgrade a substantial portion of its network, which included a
portion of our network. In connection with this plan, we assessed the carrying
value of, and the associated depreciable lives of, various assets to be
replaced. It was determined that a portion of cable distribution system
assets, originally treated as subject to replacement, were not part of the
original replacement plan but were to be upgraded and have remained in service.
We also determined that certain assets subject to replacement during the
upgrade program were misstated in the allocation of the purchase price of the
acquisition. This adjustment is a reduction to property, plant and equipment
and increased franchise costs of approximately $8 million as a result of this
finding. In addition, the depreciation period for the replacement assets was
adjusted to more closely align with the

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intended service period of these assets
rather than the three-year straight-line life originally assigned. As a
result, adjustments were recorded to reduce depreciation expense by $5 million
for the first three quarters of 2002, and by $4 million and $2 million for the
years ended 2001 and 2000, respectively.

Other Adjustments.In addition to the items described above, reductions to
2000 revenues include the reversal of certain advertising revenues from
equipment vendors. Other adjustments of expenses include expensing certain
items charged against purchase accounting reserves, certain tax
reclassifications from tax expense to operating costs and other miscellaneous
adjustments. The net impact of these adjustments to net loss is an increase of
$1 million and a decrease of $1 million, respectively, for the years ended
December 31, 2001 and 2000.

The tables below set forth our condensed consolidated balance sheets as of
December 31, 2001 and December 31, 2000, and condensed consolidated statement
of operations and condensed consolidated statement of cash flows information
for the years ended December 31, 2001 and 2000. For greater
detail see Note 3 to our consolidated financial statements contained in Item
8. Financial Statements and Supplementary Data.

The following table sets forth
selected condensed consolidated balance sheet information, showing
previously reported and restated amounts, for the year ended
December 31, 2001 (in thousands):

|                                   |  |               |         |             |  |   |         | 
|---------------------------------- |  | ------------- | ------- | ----------- |  | - | ------- | 
|                                   |  | As previously |         |             |  |  
|                                   |  | reported      |         | As restated
|                                   |  |               |         |            
|Property, plant and equipment, net |  | $             | 163,681 |             |  | $ | 162,398 | 
|Franchises, net                    |  |               | 341,830 |             |  |   | 347,719 | 
|Total assets                       |  |               | 507,155 |             |  |   | 511,711 | 
|Long-term debt                     |  |               | 103,565 |             |  |   | 103,565 | 
|Members equity                    |  |               | 313,514 |             |  |   | 312,388 | 

The following table sets forth selected condensed consolidated statement of
operations information, showing previously reported and restated amounts, for
the year ended December 31, 2001 (in thousands):

|                    |                                                                                  |   |               |         |             |   |         |         |  
|------------------- | -------------------------------------------------------------------------------- | - | ------------- | ------- | ----------- | - | ------- | ------- | -
|                    |                                                                                  |   | As previously |         |             |   |        
|                    |                                                                                  |   | reported      |         | As restated
|                    |                                                                                  |   |               |         |            
|Revenues            |                                                                                  | $ | 88,047        |         |             | $ | 84,221  |        
|Costs and expenses: |                                                                                  |   |               |         |             |   |         |        
|                    | Operating (excluding depreciation
and amortization and other items
listed below) |   |               | 30,452  |             |   |         | 30,536  |  
|                    | Selling, general and administrative                                              |   |               | 14,496  |             |   |         | 16,490  |  
|                    | Depreciation and amortization                                                    |   |               | 66,758  |             |   |         | 60,971  |  
|                    |                                                                                  |   |               |         |             |   |         |        
|                    |                                                                                  |   | 111,706       |         |             |   | 107,997 |        
|                    |                                                                                  |   |               |         |             |   |         |        
|                    | Loss from operations                                                             |   |               | (23,659 | )           |   |         | (23,776 | )
|                    | Net loss                                                                         |   |               | (32,716 | )           |   |         | (32,833 | )

The following table sets forth selected condensed consolidated balance sheet
information, showing previously reported and restated amounts, as of December
31, 2000 (in thousands):

|                                   |  |               |         |             |  |   |         | 
|---------------------------------- |  | ------------- | ------- | ----------- |  | - | ------- | 
|                                   |  | As previously |         |             |  |  
|                                   |  | reported      |         | As restated
|                                   |  |               |         |            
|Property, plant and equipment, net |  | $             | 134,497 |             |  | $ | 129,423 | 
|Franchises, net                    |  |               | 369,487 |             |  |   | 375,883 | 
|Total assets                       |  |               | 507,096 |             |  |   | 508,199 | 
|Long-term debt                     |  |               | 94,600  |             |  |   | 94,600  | 
|Members equity                    |  |               | 346,230 |             |  |   | 345,221 | 

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The following table sets forth selected condensed consolidated statement of
operations information, showing previously reported and restated amounts, for
the year ended December 31, 2000 (in thousands):

|                    |                                                                                  |                      |        |               |         |             |        |         |         |  
|------------------- | -------------------------------------------------------------------------------- | -------------------- | ------ | ------------- | ------- | ----------- | ------ | ------- | ------- | -
|                    |                                                                                  |                      |        | As previously |         |             |        |        
|                    |                                                                                  |                      |        | reported      |         | As restated
|                    |                                                                                  |                      |        |               |         |            
|Revenues            |                                                                                  | $                    | 70,313 |               |         | $           | 68,382 |        
|Costs and Expenses: |                                                                                  |                      |        |               |         |             |        |        
|                    | Operating (excluding depreciation
and amortization and other items
listed below) |                      |        | 23,312        |         |             |        | 24,126  |        
|                    | Selling, general and administrative                                              |                      |        | 11,247        |         |             |        | 12,351  |        
|                    | Depreciation and amortization                                                    |                      |        | 56,873        |         |             |        | 54,033  |        
|                    |                                                                                  |                      |        |               |         |             |        |        
|                    |                                                                                  |                      | 91,432 |               |         |             | 90,510 |        
|                    |                                                                                  |                      |        |               |         |             |        |        
|                    |                                                                                  | Loss from operations |        |               | (21,119 | )           |        |         | (22,128 | )
|                    | Net loss                                                                         |                      |        | (29,643       | )       |             |        | (30,652 | )      

The following table sets forth selected condensed consolidated cash flow
information, showing previously reported and restated amounts, for the years
ended December 31, 2001 and 2000 (in thousands):

|                                   |  |               |         |          |  |               |         |          |  |   |         |   |  |   |         |  
|---------------------------------- |  | ------------- | ------- | -------- |  | ------------- | ------- | -------- |  | - | ------- | - |  | - | ------- | -
|                                   |  | 2001          |         | 2000    
|                                   |  |               |         |         
|                                   |  | As previously |         | As       |  | As previously |         | As      
|                                   |  | reported      |         | restated |  | reported      |         | restated
|                                   |  |               |         |          |  |               |         |         
|Net cash from operating activities |  | $             | 66,476  |          |  | $             | 67,555  |          |  | $ | 95,333  |   |  | $ | 95,910  |  
|Net cash from investing activities |  | $             | (68,285 | )        |  | $             | (69,364 | )        |  | $ | (97,045 | ) |  | $ | (97,622 | )

Results of Operations

The following table sets forth the percentages of revenues that items in the
accompanying consolidated statements of operations constitute for the indicated
periods (dollars in thousands); for discussion of comparability of the years
and periods presented, see Comparison of Results:

|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |    |     |    | 
|----------------------- | -------------------------------------------------------------------------------- | -------------------- | -------- | ------ | ----------------------- | ------- | ----- | -- | ---- | -- | ------- | ------ | ------- | ------- | ----- | -- | --- | -- | ------ | ------ | ------- | ------- | ----- | -- | --- | -- | 
|                        |                                                                                  |                      |          |        | Year Ended December 31,
|                        |                                                                                  |                      |          |        |                        
|                        |                                                                                  |                      |          |        | 2002                    |         | 2001  |    | 2000
|                        |                                                                                  |                      |          |        |                         |         |       |    |     
|Revenues                |                                                                                  | $                    | 100,703  |        |                         |         | 100.0 | %  |      | $  | 84,221  |        |         |         | 100.0 | %  |     | $  | 68,382 |        |         |         | 100.0 | % 
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|Costs and expenses:     |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        | Operating (excluding depreciation
and amortization and other items
listed below) |                      |          | 39,168 |                         |         |       | 39 | %    |    |         | 30,536 |         |         |       | 36 | %   |    |        | 24,126 |         |         |       | 35 | %  
|                        | Selling, general and administrative                                              |                      |          | 19,031 |                         |         |       | 19 | %    |    |         | 16,490 |         |         |       | 20 | %   |    |        | 12,351 |         |         |       | 18 | %  
|                        | Depreciation and amortization                                                    |                      |          | 19,813 |                         |         |       | 20 | %    |    |         | 60,971 |         |         |       | 72 | %   |    |        | 54,033 |         |         |       | 79 | %  
|                        | Impairment of franchises                                                         |                      |          | 96,551 |                         |         |       | 96 | %    |    |         |       |         |         |       |   |     |    |        |       |         |         |       |   |    
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        |                                                                                  |                      | 174,563  |        |                         |         | 173   | %  |      |    | 107,997 |        |         |         | 128   | %  |     |    | 90,510 |        |         |         | 132   | % 
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        |                                                                                  | Loss from operations |          |        | (73,860                 | )       |       |    | (73  | )% |         |        | (23,776 | )       |       |    | (28 | %) |        |        | (22,128 | )       |       |    | (32 | %)
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|Other income (expense): |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        | Interest expense, net                                                            |                      |          | (9,927 | )                       |         |       |    |      |    |         | (8,903 | )       |         |       |    |     |    |        | (7,865 | )       |         |       |    |    
|                        | Other, net                                                                       |                      |          | 140    |                         |         |       |    |      |    |         | (154   | )       |         |       |    |     |    |        | (659   | )       |         |       |    |    
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        |                                                                                  |                      | (9,787   | )      |                         |         |       |    |      |    | (9,057  | )      |         |         |       |    |     |    | (8,524 | )      |         |         |       |   
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   
|                        |                                                                                  |                      | Net loss |        | $                       | (83,647 | )     |    |      |    |         |        | $       | (32,833 | )     |    |     |    |        |        | $       | (30,652 | )     |    |     |    | 
|                        |                                                                                  |                      |          |        |                         |         |       |    |      |    |         |        |         |         |       |    |     |    |        |        |         |         |       |   

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Comparison of Results

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenues. Revenues increased $16 million, or 20%, to $101 million for the year
ended December 31, 2002 from $84 million for the year ended December 31, 2001.
This increase is principally the result of increases in the number of digital
video and high-speed data customers as well as price increases. Revenues by
service offering are as follows (dollars in thousands):

|                  |  |                         |         |          |  |                |     |          |  |        |        |          |  |  |     |   |  |   |        |  |  |  |     |  
|----------------- |  | ----------------------- | ------- | -------- |  | -------------- | --- | -------- |  | ------ | ------ | -------- |  |  | --- | - |  | - | ------ |  |  |  | --- | -
|                  |  | Year Ended December 31,
|                  |  |                        
|                  |  | 2002                    |         | 2001     |  | 2002 over 2001
|                  |  |                         |         |          |  |               
|                  |  |                         |         |          |  | % of           |     |          |  |        |        | % of     |  |  |     |   |  |   |        | 
|                  |  | Amount                  |         | Revenues |  | Amount         |     | Revenues |  | Change |        | % Change
|                  |  |                         |         |          |  |                |     |          |  |        |        |         
|Analog video      |  | $                       | 70,169  |          |  |                | 70  | %        |  | $      | 63,898 |          |  |  | 76  | % |  | $ | 6,271  |  |  |  | 10  | %
|Digital video     |  |                         | 10,660  |          |  |                | 11  | %        |  |        | 9,221  |          |  |  | 11  | % |  |   | 1,439  |  |  |  | 16  | %
|High-speed data   |  |                         | 5,556   |          |  |                | 5   | %        |  |        | 1,485  |          |  |  | 2   | % |  |   | 4,071  |  |  |  | 274 | %
|Advertising sales |  |                         | 6,270   |          |  |                | 6   | %        |  |        | 2,350  |          |  |  | 2   | % |  |   | 3,920  |  |  |  | 167 | %
|Other             |  |                         | 8,048   |          |  |                | 8   | %        |  |        | 7,267  |          |  |  | 9   | % |  |   | 781    |  |  |  | 11  | %
|                  |  |                         |         |          |  |                |     |          |  |        |        |          |  |  |     |   |  |   |        |  |  |  |     |  
|                  |  | $                       | 100,703 |          |  |                | 100 | %        |  | $      | 84,221 |          |  |  | 100 | % |  | $ | 16,482 |  |  |  | 20  | %
|                  |  |                         |         |          |  |                |     |          |  |        |        |          |  |  |     |   |  |   |        |  |  |  |     |  

Analog video revenues consist primarily of revenues from basic and premium
services. Analog video revenues increased $6 million, or 10%, primarily due to
general price increases, offset by decreases in analog video customers at December 31, 2002
compared to December 31, 2001. We do not expect an
increase in analog video customers; however, our goal is to sustain revenues by
reducing analog customer losses and to grow revenues through price increases on
certain services and packages as well as the sale of data services and digital
video services.

Digital video revenues increased $1 million, or 16%, as a result of digital
customers increasing at
December 31, 2002 compared to December 31, 2001. All
of our digital video customers also receive basic analog video service, and
digital video revenues consist of the portion of revenues from digital video
customers in excess of the amount paid by these customers for analog video
service. While we expect the number of our digital customers to increase, we
believe the growth rate for these services will slow as compared to prior
years.

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High-speed data revenues increased $4 million from $2 million for the year
ended December 31, 2001 to $6 million for the year ended
December 31, 2002 primarily due to an increase in
high-speed data customers. Between 2001 and 2002, we were able to offer this
service to more of our customers, as the estimated percentage of homes passed
that could receive high-speed data service increased as a result of our ongoing
system upgrades.

Advertising sales revenues consist primarily of revenues from commercial
advertising customers, programmers and other vendors. Advertising sales
increased $4 million from $2 million in 2001 to $6 million in 2002. The
increase was primarily due to an increase of $1 million, from $0.2 million in
2001 to $2 million in 2002, related to an increase in advertising contracts
with programmers and $3 million related to increased advertising capacity as a
result of an increased number of channels carried by our systems. For each of
the years ended December 31, 2002 and 2001, we
received $0.3 million, in advertising revenue from our two largest suppliers of
digital set-top terminals representing 0.3% and 0.4% of total revenues,
respectively. We expect that advertising provided to vendors and programmers
will decline substantially in the future. Revenues from advertising provided
to vendors and programmers are recognized based upon the fair value of
advertising. Vendor advertising purchases are made pursuant to written
agreements that are generally consistent with other third-party commercial
advertising agreements and at prices that we believe approximate fair value.
In some cases we purchased equipment from the vendors at the same time.

Other revenues consist primarily of revenues from franchise fees, customer
installations, equipment rental, processing fees, wire maintenance fees, home
shopping, dial-up Internet service, late payment fees and other miscellaneous
revenues. Other revenues increased $1 million, or 11%, from $7 million for the
year ended December 31, 2001 to $8 million for the year ended December 31,
2002. The increase was primarily due to an increase in the other
aforementioned revenues offset by decreases in late payment fees charged to
customers and other miscellaneous revenues. Franchise fee revenues are
collected from customers and remitted to franchise authorities.

Operating Expenses. Operating expenses increased by $9 million, or 28%, from
$31 million in 2001 to $39 million in 2002. Total programming costs were $25
million and $21 million, representing 64% and 68% of total operating expense
for the years ended December 31, 2002 and 2001, respectively. Key expense
components as a percentage of revenues are as follows (dollars in thousands):

|                          |  |                         |        |          |  |                |    |          |  |        |        |        |  |  |    |   |  |   |       |  |  |  |     |  
|------------------------- |  | ----------------------- | ------ | -------- |  | -------------- | -- | -------- |  | ------ | ------ | ------ |  |  | -- | - |  | - | ----- |  |  |  | --- | -
|                          |  | Year Ended December 31,
|                          |  |                        
|                          |  | 2002                    |        | 2001     |  | 2002 over 2001
|                          |  |                         |        |          |  |               
|                          |  |                         |        |          |  | % of           |    |          |  |        |        | % of   |  |  |    |   |  | %
|                          |  | Amount                  |        | Revenues |  | Amount         |    | Revenues |  | Change |        | Change
|                          |  |                         |        |          |  |                |    |          |  |        |        |       
|Analog video
programming  |  | $                       | 21,554 |          |  |                | 21 | %        |  | $      | 19,214 |        |  |  | 23 | % |  | $ | 2,340 |  |  |  | 12  | %
|Digital video
programming |  |                         | 3,661  |          |  |                | 4  | %        |  |        | 2,353  |        |  |  | 3  | % |  |   | 1,308 |  |  |  | 56  | %
|High-speed data           |  |                         | 2,312  |          |  |                | 2  | %        |  |        | 722    |        |  |  | 1  | % |  |   | 1,590 |  |  |  | 220 | %
|Advertising sales         |  |                         | 2,358  |          |  |                | 2  | %        |  |        |       |        |  |  |   |   |  |   | 2,358 |  |  |  |    |  
|Service costs             |  |                         | 9,283  |          |  |                | 9  | %        |  |        | 8,247  |        |  |  | 10 | % |  |   | 1,036 |  |  |  | 13  | %
|                          |  |                         |        |          |  |                |    |          |  |        |        |        |  |  |    |   |  |   |       |  |  |  |     |  
|                          |  | $                       | 39,168 |          |  |                | 39 | %        |  | $      | 30,536 |        |  |  | 36 | % |  | $ | 8,632 |  |  |  | 28  | %
|                          |  |                         |        |          |  |                |    |          |  |        |        |        |  |  |    |   |  |   |       |  |  |  |     |  

Analog video programming costs consist primarily of costs paid to programmers
for the provision of basic and premium channels as well as pay-per-view
programs. The increase in analog video programming costs of $2 million, or
12%, was primarily due to price increases, particularly in sports programming,
and an increased number of analog channels carried on our systems. The costs
were offset by the amortization of launch support against analog video
programming costs of $1 million and $0.6 million for the years ended December
31, 2002 and 2001, respectively. Digital video programming costs in 2002 were
$1 million higher than in 2001 due to an increase in digital video customers
and increased costs. Data services costs consist of costs related to the
provision of high-speed data service, including salaries and benefits. The
increase of $2 million in direct operating costs to provide data services was
primarily due to the increase in high-speed data customers.

Our cable programming costs have increased, in every year we have operated, in
excess of customary inflationary and cost-of-living type increases, and they
are expected to continue to increase due to a variety of factors, including
additional programming being provided to customers as a result of system
rebuilds that increase channel capacity,

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increased costs to produce or purchase
cable programming, increased costs from certain previously discounted
programming, and inflationary or negotiated annual increases. Our increasing
programming costs will result in declining video product margins to the extent
we are unable to pass on cost increases to our customers. We expect to
partially offset any resulting margin compression through increased incremental
high-speed data revenues.

Advertising sales expenses consist of costs related to traditional advertising
services, including salaries and benefits. Advertising sales expenses
increased $2 million due to using in-house personnel in 2002
versus outsourcing
in 2001. In 2001, cost of outsourcing was netted against advertising
sales revenues.
Service costs consist primarily of service personnel salaries and benefits,
franchise fees, system utilities, maintenance and pole rent expense. The
increase in service costs of $1 million, or 13%, resulted primarily from our
growth in digital video and high-speed data services.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $3 million, or 15%, from $16 million for
the year ended December 31, 2001 to $19 million for the year ended December 31,
2002. Key components of expense as a percentage of revenues are as follows
(dollars in thousands):

|                           |  |                         |        |               |  |                |    |               |  |        |        |          |  |  |    |   |  |   |       |  |  |  |    |  
|-------------------------- |  | ----------------------- | ------ | ------------- |  | -------------- | -- | ------------- |  | ------ | ------ | -------- |  |  | -- | - |  | - | ----- |  |  |  | -- | -
|                           |  | Year Ended December 31,
|                           |  |                        
|                           |  | 2002                    |        | 2001          |  | 2002 over 2001
|                           |  |                         |        |               |  |               
|                           |  | Amount                  |        | % of Revenues |  | Amount         |    | % of Revenues |  | Change |        | % Change
|                           |  |                         |        |               |  |                |    |               |  |        |        |         
|General and
administrative |  | $                       | 16,436 |               |  |                | 16 | %             |  | $      | 14,401 |          |  |  | 17 | % |  | $ | 2,035 |  |  |  | 14 | %
|Marketing                  |  |                         | 2,595  |               |  |                | 3  | %             |  |        | 2,089  |          |  |  | 3  | % |  |   | 506   |  |  |  | 24 | %
|                           |  |                         |        |               |  |                |    |               |  |        |        |          |  |  |    |   |  |   |       |  |  |  |    |  
|                           |  | $                       | 19,031 |               |  |                | 19 | %             |  | $      | 16,490 |          |  |  | 20 | % |  | $ | 2,541 |  |  |  | 15 | %
|                           |  |                         |        |               |  |                |    |               |  |        |        |          |  |  |    |   |  |   |       |  |  |  |    |  

General and administrative expenses consist primarily of salaries and benefits,
rent expense, billing costs, bad debt expense and property taxes. The increase
in general and administrative expenses of $2 million, or 14%, resulted
primarily from increases in salaries and benefits of $0.2 million, bad debt and
collection expense of $0.8 million and insurance of $0.3 million. These
increases were partially offset by a decrease in billing expenses of $0.4
million as a result of renegotiated contracts with third-party billing
providers.

Marketing expenses increased $0.5 million, or 24%, due to increased costs
associated with promotions of our service offerings including advertising,
telemarketing and direct sales.

Depreciation and Amortization.Depreciation and amortization expense decreased
by $41 million, or 67%, from $61 million in 2001 to $20 million in 2002. This
decrease was due primarily to the adoption on January 1, 2002 of SFAS No. 142,
which requires that franchise intangible assets that meet the indefinite life
criteria of SFAS No. 142 no longer be amortized against earnings but instead be
tested for impairment on an annual basis. As a result of this change, total
amortization of franchise assets decreased $28 million from 2001.

Impairment Charge.We performed our annual impairment assessment on October 1,
2002 using an independent third-party appraiser. This valuation led to
recognition of a $97 million impairment charge in the fourth quarter of 2002.
We do not expect to incur impairment charges of comparable magnitude in the
future.

Interest Expense, net. Interest expense, net, increased $1 million from $9
million to $10 million, or 11%, in 2002 as compared to 2001. This increase was
due to an increase in average outstanding debt during the year ended December
31, 2002 to fund capital expenditures.

Net Loss. Net loss increased by $51 million from $33 million to $84 million for
the year ended December 31, 2002 as compared to 2001, as a result of the
combination of factors described above, including the impact of the impairment
of franchises offset somewhat by the decrease in amortization expense as a
result of the adoption of SFAS No. 142.

Liquidity and Capital Resources

Introduction

This section contains a discussion of our liquidity and capital resources,
including a discussion of our cash position, sources and uses of cash, access
to debt facilities and other financing sources, historical financing
activities, cash needs, capital expenditures and outstanding debt. The first
part of this section, entitled Overview summarizes our

14



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outstanding debt and provides an overview of these topics. The second part of
this section, entitled Historical Operating, Financing and Investing
Activities provides information regarding the cash provided from or used in
our operating, financing and investing activities during the years 2001 and
2002. The third part of this section, entitled Capital Expenditures provides
more detailed information regarding our historical capital expenditures and our
planned capital expenditures going forward. The last part of this section,
entitled Renaissance Media Indenture Restrictions and Covenants summarizes
certain of the covenants and restrictions governing our outstanding notes. For
further discussion of certain trends with respect to our liquidity and capital
resources, see the section below entitled Certain Trends and Uncertainties.

Overview

Our business requires significant cash to fund capital expenditures, debt
service costs and ongoing operations. We have historically funded liquidity
and capital requirements through cash flows from operations and loans
and capital
contributions from our parent companies. The mix of funding sources changes
from period to period, but for the year ended December 31, 2002, 100% of our
funding requirements were from cash flows from operations.

Accordingly, during 2003, we expect to fund our liquidity and capital
requirements principally through cash flows from operations.

Our future cash needs will be significantly affected by our outstanding debt
balances. The following table summarizes our payment obligations as of December
31, 2002 under our long-term debt and certain other contractual obligations and
commitments (dollars in thousands).

|                                |       |   |         |         |                  |   |                   |    |           |   |                   |    |  |   |    |    |  |   |         |         | 
|------------------------------- | ----- | - | ------- | ------- | ---------------- | - | ----------------- | -- | --------- | - | ----------------- | -- |  | - | -- | -- |  | - | ------- | ------- | 
|                                |       |   |         |         |                  |   | Payment by Period
|                                |       |   |         |         |                  |   |                  
|                                |       |   | Total   |         | Less than
1
year |   | 1-3
years         |    | 3-5
years |   | More than 5
years
|                                |       |   |         |         |                  |   |                   |    |           |   |                  
|Contractual Obligations         |       |   |         |         |                  |   |                   |    |           |   |                   |    |  |   |    |    |  |   |         |        
|Long-Term Debt (1)              |       | $ | 114,413 |         |                  | $ |                  |    |           | $ |                  |    |  | $ |   |    |  | $ | 114,413 |        
|Operating
Lease Obligations (1) |       |   | 221     |         |                  |   | 67                |    |           |   | 94                |    |  |   | 38 |    |  |   | 22      |        
|                                |       |   |         |         |                  |   |                   |    |           |   |                   |    |  |   |    |    |  |   |         |        
|                                | Total |   | $       | 114,634 |                  |   | $                 | 67 |           |   | $                 | 94 |  |   | $  | 38 |  |   | $       | 114,435 | 
|                                |       |   |         |         |                  |   |                   |    |           |   |                   |    |  |   |    |    |  |   |         |        



---

|(1) |  | The table presents maturities of long-term debt outstanding as of
December 31, 2002. Refer to Note 9 and 15 to our consolidated
financial statements contained in Item 8. Financial Statements and
Supplementary Data for a description of our long-term debt and other
long-term liabilities.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We pay programming fees under multi-year contracts ranging from three to six
years typically based on increasing flat fees per customer. Total programming
costs paid to programmers were $25 million, $21 million and $17 million for the
years ended December 31, 2002, 2001 and 2000, respectively. Certain of our
programming contracts provide that the amount payable is the greater of the
amount payable based on the per customer fees or a guaranteed minimum payment
or commitment set forth in the contract. These contract minimums are based on
total programming paid by Charter as a whole and are not specific to us.
Charters guaranteed minimum payments under its programming contracts are for a
total of $714 million with $173 million, $228 million, $34 million and $279
million for a payment period of less than 1 year, 1-3 years, 3-5 years and more
than 5 years, respectively.

The principal amount of our senior notes was $113 million as of December 31,
2002. 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, with interest
payments commencing October 15, 2003. The Company has fully and
unconditionally guaranteed the notes.

The fair market value of the notes was $93 million and $89 million as of
December 31, 2002 and 2001, respectively. The fair value of the notes are
based on quoted market prices.

We expect to remain in compliance with the covenants under our indenture, and
that cash flows from operations will be sufficient to satisfy our liquidity
needs until maturity of the public notes. We expect that we will be reliant on
loans and capital contributions from our parent companies to repay the principal amount
of our public notes at maturity.

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However, there can be no assurances that our
parent companies will have sufficient liquidity to provide funds to
us to satisfy this payment when
due. In addition, a default under the covenants governing any of our debt
instruments could result in the acceleration of our payment obligations under
our debt and, under certain circumstances, in cross-defaults under our
affiliates debt obligations, which could adversely affect our parent
companies ability to provide us with funding.

It is unclear whether we will have access to sufficient capital to satisfy our
continuing cash interest payment obligations through maturity, or the repayment
of our public notes when they mature in 2008. Cash flows from
operations may not be sufficient, on their own, to permit us to satisfy these
obligations.

Traditionally, we have relied on our affiliates ability to access the public
debt and equity markets as a source of capital. Moodys Investor Services
downgraded Charters outstanding debt in October, 2002 and again in January,
2003 and our outstanding debt in January, 2003. Moodys also reduced
its liquidity rating of Charter to its lowest level. In January, 2003,
Standard & Poors downgraded Charters outstanding debt. We believe that as a
result of our parent companies significant levels of debt, current market
conditions and these downgrades, our parent companies have limited access to
the debt market at this time, and we accordingly expect to fund our cash needs
during 2003 from cash flows from operations.

Increased funding requirements from customer demand for digital video, data or
telephony services, or the need to offer certain services in certain of our
markets in order to compete effectively could make us reliant on our
parent companies
ability to make loans and capital contributions to us. Consequently, our financial condition and results of operations
could suffer materially.

If, at any time, additional capital or borrowing capacity is required beyond
amounts internally generated or available through traditional debt financings
by us, we would consider:



| |  |  | further reducing our expenses and capital expenditures, which would
likely impair our ability to increase revenue;                                                                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | selling assets; or                                                                                                                                                                                                                                             
|
| |  |  | seeking funding from our parent companies through the issuance of
debt or equity by our parent companies, including Charter, Charter
Holdings, or Charter Communications Operating, LLC (Charter
Operating) the proceeds of which could be contributed to us.

If the above strategies were not successful, ultimately, we could be forced to
restructure our obligations or seek protection under the bankruptcy laws. In
addition, if we need to raise additional capital or find it necessary to engage
in a recapitalization or other similar transaction, our noteholders might not
receive all principal and interest payments to which they are contractually
entitled.

Although in the past, Mr. Allen and his affiliates have purchased equity from
Charter and Charter Holdco for the purpose of funding capital contributions to
us, there is no obligation for Mr. Allen or his affiliates to purchase equity
from or contribute or loan funds to us or to our subsidiaries in the future.

As a means of enhancing our liquidity, we are currently attempting to cut
costs, reduce capital expenditures and are exploring sales of assets.

See Cautionary Statement Regarding Forward-Looking Statements and Certain
Trends and Uncertainties.

Historical Operating, Financing and Investing Activities

We did not hold any cash and cash equivalents as of December 31, 2002 and 2001.

Operating Activities.Net cash provided by operating activities for the years
ended December 31, 2002, 2001 and 2000 was $32 million, $68 million and $96
million, respectively. Operating activities provided $36 million less cash in
2002 than in 2001 primarily due to changes in operating assets and liabilities
that provided $41 million less cash in 2002 than in 2001 offset in part by
increased revenues of $16 million over 2001.

Operating activities provided $28 million less cash in 2001 than in 2000
primarily due to changes in operating assets and liabilities that provided $34
million less cash in 2001 than in 2000.

Investing Activities.Net cash used in investing activities for the years ended
December 31, 2002, 2001 and 2000 was $32 million, $69 million and $98 million,
respectively. Investing activities used $37 million less cash in 2002 than

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in 2001 primarily as a result of reductions in capital expenditures. Purchases of
property, plant and equipment used $37 million less cash in 2002 than in 2001
as a result of our efforts to reduce capital expenditures.

Investing activities used $29 million less cash in 2001 than in 2000 primarily
as a result of decreases in capital expenditures. Purchases of property, plant
and equipment used $28 million less cash in 2001 than in 2000 primarily as a
result of reductions in capital expenditures.

Capital Expenditures

We have substantial ongoing capital expenditure requirements. We made capital
expenditures, excluding acquisitions of cable systems, of $32 million, $62
million and $103 million for the years ended December 31, 2002, 2001 and 2000,
respectively. The majority of the capital expenditures in 2002 related to our
rebuild and upgrade program and purchases of digital set-top terminals and
cable modems. Upgrading our cable systems has enabled us to offer digital
television, cable modem high-speed Internet access, video-on-demand,
interactive services, additional channels and tiers, and expanded pay-per-view
options to a larger customer base. Our capital expenditures in 2002 were
funded primarily from cash flows from operations.

During 2003, we expect to spend approximately $10 million to $20 million in the
aggregate on capital expenditures. We expect our capital expenditures in 2003
will be lower than 2002 levels because our rebuild and upgrade plans are
largely completed.

Renaissance Media Group Indenture Restrictions and Covenants

This section summarizes certain of the restrictions and covenants contained in
the indenture governing our public notes. Generally, these
restrictions apply to us and to our restricted subsidiaries, which
are currently all of our subsidiaries.

Change of Control.In the event of a specified change of control, we must
offer to repurchase any then outstanding public notes at 101% of their
principal amount or accreted value, as applicable, plus accrued and unpaid
interest, if any. See - Certain Trends and Uncertainties  Long-Term
Indebtedness  Change of Control Payments.

Limitation on Indebtedness.The indenture contains certain covenants that
restrict the ability of Renaissance Media Group, and, as described below, its
restricted subsidiaries to:



| |  |  | incur additional debt;                                                                                                                                                                                         
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | pay dividends on equity or repurchase equity;                                                                                                                                                                  
|
| |  |  | grant liens;                                                                                                                                                                                                   
|
| |  |  | make investments;                                                                                                                                                                                              
|
| |  |  | sell all or substantially all of our assets or merge with or into other companies;                                                                                                                             
|
| |  |  | sell assets;                                                                                                                                                                                                   
|
| |  |  | enter into sale-leasebacks;                                                                                                                                                                                    
|
| |  |  | in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to
the bond issuers, guarantee the bond issuers debt, or issue specified equity interests; and
|
| |  |  | engage in certain transactions with affiliates.                                                                                                                                                                

The limitations on incurrence of debt permit Renaissance Media Group and its
restricted subsidiaries to incur additional debt, so long as they are not in
default under the indenture:



| |  |  | if, after giving pro forma effect to the incurrence, Renaissance
Media Group could meet a leverage ratio (ratio of consolidated debt to
four times consolidated EBITDA from the most recent quarter) of 6.75 to
1.0, and, regardless of whether the leverage ratio could be met,                                                      
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | up to the greater of $200 million or 4.5 times Renaissance Media
Groups consolidated annualized EBITDA,                                                                                                                                                                                                                              
|
| |  |  | up to an amount equal to 5% of Renaissance Media Groups
consolidated total assets to finance the purchase of new assets,                                                                                                                                                                                                             
|
| |  |  | up to 200% of the net cash proceeds of new equity issuances and
capital contributions, and 160% of the fair market value of new assets
contributed to capital or received as consideration for new equity
issuances, in each case received after the issue date of our public
notes and not allocated to make restricted payments, and
|
| |  |  | other items of indebtedness for specific purposes such as
intercompany debt, refinancing of existing debt and interest rate swaps
to provide protection against fluctuation in interest rates.                                                                                                                                        

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The indenture permits us to incur debt under one of the categories above, and
reclassify the debt into a different category.



| |  |  | Under the indenture, Renaissance Media Group and its restricted
subsidiaries are permitted to pay dividends on equity interests,
repurchase interests, make restricted investments, or make other
specified restricted payments only if Renaissance Media Group could
incur $1.00 of additional debt under the debt incurrence test, which
requires that Renaissance Media Group meet the 6.75 to 1.0 leverage
ratio after giving effect to the transaction of the indebtedness
covenant and that no default exists or would occur as a consequence
thereof. If those conditions are met, Renaissance Media Group and its
restricted subsidiaries are permitted to make restricted payments in an
aggregate amount not to exceed the result of 100% of Renaissance Media
Groups consolidated EBITDA, minus 130% of its consolidated interest
expense, plus 100% of new cash equity proceeds received by Renaissance
Media Group and not allocated to the indebtedness covenant, plus
returns on certain investments, all cumulatively from June 1998.
Renaissance Media Group and its restricted subsidiaries may make
permitted investments up to $2 million in related businesses and other
specified permitted investments, restricted payments up to $10 million,
dividends up to 6% each year of the net cash proceeds of public equity
offerings, and other specified restricted payments without meeting the
foregoing test.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Renaissance Media Group and its restricted subsidiaries are not
permitted to grant liens on their assets other than specified permitted
liens, unless corresponding liens are granted to secure our public
notes. Permitted liens include liens securing debt permitted to be
incurred under credit facilities, liens securing debt incurred under
the incurrence of indebtedness test, in amounts up to the greater of
$200 million or 4.5 times Renaissance Media Groups consolidated
EBITDA, liens as deposits for acquisitions up to 10% of the estimated
purchase price, liens securing permitted financings of new assets,
liens securing debt permitted to be incurred by restricted
subsidiaries, and specified liens incurred in the ordinary course of
business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | Renaissance Media Group and the issuers of our public notes are
generally not permitted to sell or otherwise dispose of all or
substantially all of their assets or merge with or into other companies
unless their consolidated net worth after any such transaction would be
no greater than their consolidated net worth immediately prior to the
transaction, or unless Renaissance Media Group could incur $1.00 of
additional debt under the debt incurrence test, which would require
them to meet a leverage ratio of 6.75 to 1.00 after giving effect to
the transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | Renaissance Media Group and its subsidiaries may generally not
otherwise sell assets or, in the case of subsidiaries, equity
interests, unless they receive consideration at least equal to the fair
market value of the assets, consisting of at least 75% cash, temporary
cash investments or assumption of debt. Renaissance Media Group and
its restricted subsidiaries are then required within 12 months after
any asset sale either to commit to use the net cash proceeds over a
specified threshold either to acquire assets used in their own or
related businesses or use the net cash proceeds to repay debt, or to
offer to repurchase the Renaissance notes with any remaining proceeds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | Renaissance Media Group and its restricted subsidiaries may
generally not engage in sale and leaseback transactions unless the
lease term does not exceed three years or the proceeds are applied in
accordance with the covenant limiting asset sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | The restricted subsidiaries of Renaissance Media Group may
generally not enter into restrictions on their abilities to make
dividends or distributions or transfer assets to Renaissance Media
Group except those not more restrictive than is customary in comparable
financings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | The restricted subsidiaries of Renaissance Media Group are not
permitted to guarantee or pledge assets to secure debt of the
Renaissance Media Group or its restricted subsidiaries, unless the
guarantying subsidiary issues a guarantee of the Renaissance notes of
comparable priority and tenor, and waives any rights of reimbursement,
indemnity or subrogation arising from the guarantee transaction for at
least one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | Renaissance Media Group and its restricted subsidiaries are
generally not permitted to issue or sell equity interests in restricted
subsidiaries, except sales of common stock of restricted subsidiaries
so long as the proceeds of the sale are applied in accordance with the
asset sale covenant, and issuances as a result of which the restricted
subsidiary is no longer a restricted subsidiary and any remaining
investment in that subsidiary is permitted by the covenant limiting
restricted payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | The indenture also restricts the ability of Renaissance Media Group
and its restricted subsidiaries to enter into certain transactions with
affiliates involving consideration in excess of $2 million without a
determination by the disinterested members of the board of directors
that the transaction is on terms no less favorable than arms-length, or
transactions with affiliates involving over $4 million with affiliates
without receiving an independent opinion as to the fairness of the
transaction to Renaissance Media Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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All of these covenants are subject to additional specified exceptions.

Our indenture includes various events of default. A failure by Renaissance
Media Group or any of its restricted subsidiaries to pay any indebtedness
(other than under the Renaissance notes) having a principal amount of $10
million or more (or any other default under any such indebtedness resulting in
its acceleration) would result in an event of default under the indenture
governing our public notes. See - Certain Trends and Uncertainties -
Restrictive Covenants.

Certain Trends and Uncertainties

The following discussion highlights a number of trends and uncertainties, in
addition to those discussed elsewhere in this Annual Report and in other
documents that we file with the SEC, that could materially impact our business,
results of operations and financial condition.

Liquidity. Our business requires significant cash to fund capital
expenditures, debt service costs and ongoing operations. Our ongoing
operations will depend on our ability to generate cash and to secure financing
in the future. We have historically funded liquidity and capital requirements
through cash flows from operations and capital contributions from Charter,
Charter Holdings and Charter Operating. We believe, however, that at this time
Charter, Charter Operating and Charter Holdings have limited access to the debt
and equity markets in light of general economic conditions, their substantial
leverage, the business condition of the cable, telecommunications and
technology industry, the current credit rating of Charter and Charter Holdings
and recent downgrades of Charters and Charter Holdings outstanding debt and
liquidity ratings, and pending litigation and investigations.

In addition, as the principal amounts owing under our various debt obligations
become due, sustaining our liquidity will become more difficult over time. It
is unclear whether we will have access to sufficient capital to satisfy our
principal repayment obligations, which are scheduled to come due in 2008. Cash
flows from operations and other existing sources of funds may not be
sufficient, on their own, to permit us to satisfy these obligations.

If our business does not generate sufficient cash flow from operations, and
sufficient future distributions are not available to us from other sources of
financing, we may not be able to repay our debt, grow our business, respond to
competitive challenges, or to fund our other liquidity and capital needs. As a
means of enhancing our liquidity, we are currently attempting to cut costs,
reduce capital expenditures and are exploring sales of assets.

If we need to seek alternative sources of financing, there can be no assurance
that we will be able to obtain the requisite financing or that such financing,
if available, would not have terms that are materially disadvantageous to our
existing debt holders. Although Mr. Allen and his affiliates have purchased
equity from Charter and Charter Holdco in the past, there is no obligation for
Mr. Allen or his affiliates to purchase equity or contribute or lend funds to
us or to our subsidiaries in the future.

If we are unable to raise needed capital, ultimately, we could be forced to
restructure our obligations or seek protection under the bankruptcy laws. In
addition, if we find it necessary to engage in a recapitalization or other
similar transaction, our noteholders might not receive all principal and
interest payments to which they are contractually entitled.

For more information, see the section above entitled Liquidity and Capital
Resources.

Restrictive Covenants.The indenture governing our publicly held notes contains
a number of significant covenants that could adversely impact our business. In
particular, our indenture restricts our and our subsidiaries ability to:



| |  |  | incur additional debt;                                                                                                                                                                                         
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | pay dividends on equity or repurchase equity;                                                                                                                                                                  
|
| |  |  | grant liens;                                                                                                                                                                                                   
|
| |  |  | make investments;                                                                                                                                                                                              
|
| |  |  | sell all or substantially all of our assets or merge with or into other companies;                                                                                                                             
|
| |  |  | sell assets;                                                                                                                                                                                                   
|
| |  |  | enter into sale-leasebacks;                                                                                                                                                                                    
|
| |  |  | in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to
the bond issuers, guarantee the bond issuers debt, or issue specified equity interests; and
|
| |  |  | engage in certain transactions with affiliates.                                                                                                                                                                

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The ability to comply with these provisions may be affected by events beyond
our control. The breach of any of these covenants will result in a default
under the applicable debt agreement or instrument and could trigger
acceleration of the debt under the applicable agreement and in certain cases
under other agreements governing our long-term indebtedness. Any default under
our indenture might adversely affect our growth, our financial condition and
our results of operations and our ability to make payments on our publicly held
notes. For more information, see the section above entitled Liquidity and
Capital Resources.

Parent Level Liquidity Concerns. Our direct and indirect owners, including
Charter, Charter Operating and Charter Holdings face significant liquidity
issues.

Because of its corporate structure, Charter has less access to capital than its
operating subsidiaries and therefore Charters ability to repay its senior
notes is subject to additional uncertainties. Charter will not be able to make
interest payments beginning in April, 2004, or principal payments at maturity
in 2005 and 2006, with respect to its convertible senior notes unless it can
obtain additional financing or it receives distributions or other payments from
its subsidiaries. The indentures governing the Charter Holdings notes permit
Charter Holdings to make distributions to Charter Holdco only if, at the time
of distribution, Charter Holdings can meet a leverage ratio of 8.75 to 1.0,
there is no default under the indentures and other specified tests are met.
Charter Holdings did not meet that leverage ratio for the quarter ended
December 31, 2002. Because Charter is our manager, any financial or liquidity
problems of Charter would be likely to cause serious disruption to our business
and to have a material adverse affect on our operations and results. In
addition, our parent companies ability to make loans or capital contributions to us
would likely be adversely affected. Any such event would likely adversely
impact our own credit rating, and our relations with customers and suppliers,
which could in turn further impair our ability to obtain financing and operate
our business. In addition, because Charter Holdings and Charter Holdco are our
direct and indirect owners, their financial or liquidity problems could have
similar impact.

Finally, to the extent that any such event results in a change of control of
Charter (whether through a bankruptcy, receivership or other reorganization of
Charter and/or Charter Holdco, or otherwise), it could require a change of
control repurchase offer under our outstanding notes.

Securities Litigation and Government Investigations.As previously reported, a
number of federal class actions were filed against Charter and certain of its
former and present officers and directors alleging violations of securities
laws. In addition, a number of other lawsuits have been filed against Charter
in other jurisdictions. A shareholders derivative suit was filed in the United
States District Court for the Eastern District of Missouri, and several class
action lawsuits were filed in Delaware state court against Charter and certain
of its directors and officers. Finally, two derivative suits were filed in
Missouri state court against Charter, its current directors and its former
independent auditor; these actions were consolidated during the fourth quarter
of 2002. The federal derivative suit, the Delaware class actions and the
consolidated derivative suit each allege that the defendants breached their
fiduciary duties.

In August of 2002, Charter became aware of a grand jury investigation being
conducted by the United States Attorneys Office for the Eastern District of
Missouri into certain of its accounting and reporting practices focusing on how
Charter reported customer numbers, refunds that Charter sought from programmers
and its reporting of amounts received from digital set-top terminal
manufacturers for advertising. Charter has been advised by the U.S. Attorneys
Office that no member of the board of directors of Charter, including its Chief
Executive Officer, is a target of the investigation. Charter has advised us
that it is fully cooperating with the investigation. In November 2002, Charter
received an informal, non-public inquiry from the Staff of the Securities and
Exchange Commission concerning its prior reporting of its customers and
policies and procedures relating to its disconnection of customers. The SEC
has subsequently issued a formal order of investigation dated January 23, 2003,
and subsequent document subpoenas. See Item 3. Legal Proceedings.

Due to the inherent uncertainties of litigation and investigations, Charter
cannot predict the ultimate outcome of these proceedings. In addition, its
restatement may lead to additional allegations in the pending securities class
and derivative actions against Charter, or to additional claims being filed or
to investigations being expanded or commenced. These proceedings, and
Charters actions in response to these proceedings, could result in substantial
costs, substantial potential liabilities and the diversion of managements
attention, all of which could affect adversely the market price of our
publicly-traded notes, as well as our ability to meet future operating and
financial estimates and to execute our business and financial strategies. To
the extent that the foregoing matters are not covered by insurance, our limited
liability company agreement may require us to indemnify Charter and the above
directors and current and former officers in connection with such matters.

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Competition.The industry in which we operate is highly competitive. In some
instances, we compete against companies with fewer regulatory burdens, easier
access to financing, greater personnel resources, greater brand name
recognition and long-standing relationships with regulatory authorities and
customers. Increasing consolidation in the cable industry and the repeal of
certain ownership rules may provide additional benefits to certain of our
competitors, either through access to financing, resources or efficiencies of
scale.

In particular, we face competition within the subscription television industry,
which includes providers of paid television service employing technologies
other than cable, such as direct broadcast satellite, also known as DBS.
Competition from DBS, including intensive marketing efforts and aggressive
pricing, has had an adverse impact on our ability to retain customers. Local
telephone companies and electric utilities can compete in this area, and they
increasingly may do so in the future. The subscription television industry
also faces competition from broadcast companies distributing television
broadcast signals without assessing a subscription fee and from other
communications and entertainment media, including conventional radio
broadcasting services, newspapers, movie theaters, the Internet, live sports
events and home video products. With respect to our Internet access services,
we face competition, including intensive marketing efforts and aggressive
pricing, from telephone companies and other providers of dial-up and digital
subscriber line technology, also known as DSL. Further loss of customers to
DBS or other alternative video and data services could have a material negative
impact on our business.

Integration of Operations.In the past, Charter (our manager) experienced
rapid growth from acquisitions of a number of smaller cable operators and the
rapid rebuild and rollout of advanced services. This activity has placed and
is expected to continue to place a significant strain on Charters management,
operations and other resources. Our future success will depend in part on
Charters ability to successfully integrate the operations acquired, including
our operations. The failure to implement management, operating or financial
systems necessary to
successfully integrate acquired operations, including headend and call center
consolidation and standardization of operating procedures, could have a
material adverse effect on our business, results of operations and financial
condition. In addition, Charters ability to properly manage our operations
will be impacted by our ability to attract, retain and incentivize experienced,
qualified, professional management.

Services.We expect that a substantial portion of our near term growth will be
achieved through revenues from high-speed data services, digital video, bundled
service packages, and to a lesser extent other services that take advantage of
cables broadband capacity. The technology involved in our product and service
offerings generally requires that we have permission to use intellectual
property and that such property not infringe on rights claimed by others. We
may not be able to offer these advanced services successfully to our customers
or provide adequate customer service and these advanced services may not
generate adequate revenues. Also, if the vendors we use for these services are
not financially viable over time, we may experience disruption of service and
incur costs to find alternative vendors. In addition, if it is determined that
the product being utilized infringes on the rights of others, we may be sued or
be precluded from using the technology.

Increasing Programming Costs.Programming has been, and is expected to continue
to be, our largest operating expense item. In recent years, the cable industry
has experienced a rapid escalation in the cost of programming, particularly
sports programming. This escalation may continue, and we may not be able to
pass programming cost increases on to our customers. The inability to pass
these programming cost increases on to our customers would have an adverse
impact on our cash flow and operating margins.

Public Notes Price Volatility.The market price of our publicly-traded notes
has been and is likely to continue to be highly volatile. We expect that the
price of our securities may fluctuate in response to various factors, including
the factors described throughout this section and various other factors which
may be beyond our control. These factors beyond our control could include:
financial forecasts by securities analysts; new conditions or trends in the
cable or telecommunications industry; general economic and market conditions
and specifically, conditions related to the cable or telecommunications
industry; any further downgrade of Charters (or our) debt ratings;
announcement of the development of improved or competitive technologies; the
use of new products or promotions by us or our competitors; changes in
accounting rules; and new regulatory legislation adopted in the United States.

In addition, the securities market in general, and the market for cable
television securities in particular, have experienced significant price
fluctuations. Volatility in the market price for companies may often be
unrelated or disproportionate to the operating performance of those companies.
These broad market and industry factors may seriously harm the market price of
our and our subsidiaries public notes, regardless of our operating
performance. In the past, securities litigation has often commenced following
periods of volatility in the market price of a companys securities, and
recently such purported class action lawsuits were filed against Charter. See
Item 3. Legal Proceedings.

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Economic Slowdown; Global Conflict. It is difficult to assess the impact that
the general economic slowdown and global conflict will have on future
operations. However, the economic slowdown has resulted and the slowdown and
the war could continue to result in reduced spending by customers and
advertisers, which could reduce our revenues and operating cash flow, and also
could affect our ability to collect accounts receivable and maintain customers.
In addition, any prolonged military conflict would materially and adversely
affect our revenues from our systems providing services to military
installations. 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 agreements through disruptions in the market or negative market
conditions.

Long-Term Indebtedness  Change of Control Payments.We may not have the
ability to raise the funds necessary to fulfill our obligations under our
public notes following a change of control. A change of control under our
public notes would require us to make an offer to repurchase our outstanding
public notes. A failure by us to make or complete a change of control offer
would place us in default of these agreements.

Regulation and Legislation. Cable systems are extensively regulated at the
federal, state, and local level, including rate regulation of basic service and
equipment and municipal approval of franchise agreements and their terms, such
as franchise requirements to upgrade cable plant and meet specified customer
service standards. Cable operators also face significant regulation of their
channel carriage. They currently can be required to devote substantial
capacity to the carriage of programming that they would not carry voluntarily,
including certain local broadcast signals, local public, educational and
government access programming, and unaffiliated commercial leased access
programming. This carriage burden could increase in the future, particularly
if the Federal Communications Commission were to require cable systems to carry
both the analog and digital versions of local broadcast signals or multiple
channels added by digital broadcasters. The Federal Communications Commission
is currently conducting a proceeding in which it is considering this channel
usage possibility, although it recently issued a tentative decision against
such dual carriage. In addition, the carriage of new high-definition broadcast
and satellite programming services over the next few years may consume
significant amounts of system capacity without contributing to proportionate
increases in system revenue.

There is also uncertainty whether local franchising authorities, state
regulators, the Federal Communications Commission, or the U.S. Congress will
impose obligations on cable operators to provide unaffiliated Internet service
providers with regulated access to cable plant. If they were to do so, and the
obligations were found to be lawful, it could complicate our operations in
general, and our Internet operations in particular, from a technical and
marketing standpoint. These access obligations could adversely impact our
profitability and discourage system upgrades and the introduction of new
products and services. Multiple federal courts have now struck down
open-access requirements imposed by several different franchising authorities
as unlawful. In March 2002, the Federal Communications Commission officially
classified cables provision of high-speed Internet service in a manner that
makes open access requirements unlikely. At the same time, the Federal
Communications Commission initiated a rulemaking proceeding that leaves open
the possibility that the Commission may assert regulatory control in the
future. As we offer other advanced services over our cable system, we are
likely to face additional calls for regulation of our capacity and operation.
These regulations, if adopted, could adversely affect our operations.

The Federal Communications Commissions March 2002 ruling also held that
Internet access service provided by cable operators was not subject to
franchise fees assessed by local franchising authorities. A number of local
franchise authorities and Internet service providers have appealed this
decision. The matter is scheduled to be argued in May 2003. As a result of
this ruling, we have stopped collecting franchise fees for cable modem service.

Recently Issued Accounting Standards

Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for
Asset Retirement Obligations, addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS No. 143 is effective for fiscal
years beginning after June 15, 2002. We will adopt SFAS No. 143 on January 1,
2003. We do not expect the adoption of SFAS No. 143 to have a material impact
on our financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing

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pronouncements. We will adopt SFAS No. 145 beginning January 1, 2003, except
for the provisions relating to the amendment of SFAS No. 13, which will be
adopted for transactions occurring subsequent to May 15, 2002. We do not
expect the adoption of SFAS No. 145 to have a material impact on our
consolidated financial statements.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. SFAS No.
146 addresses financial accounting and reporting for costs associated with exit
or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS 146 requires that a liability for costs associated with
an exit or disposal activity be recognized when the liability is incurred
rather than when a company commits to such an activity and also establishes
fair value as the objective for initial measurement of the liability. SFAS No.
146 will be adopted by us for exit or disposal activities that are initiated
after December 31, 2002. Adoption of SFAS No. 146 will not have a material
impact on our consolidated financial statements.

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.
SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, it amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
compensation and the effect of the method used on reported results. SFAS No.
148 was adopted by the Company beginning January 1, 2003. On January 1, 2003,
the Company also adopted SFAS 123, Accounting for Stock-Based Compensation on
the prospective method under which the Company will recognize compensation
expense of a stock-based award to an employee over the vesting period based on
the fair value of the award on the grant date.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not Applicable.




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
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

Previously reported in our Current Report on Form 8-K, dated April 22, 2002, as
amended by Form 8-K/A, dated April 26, 2002.

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PART IV




ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this report, management, including
our Chief Executive Officer and interim Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures with respect to the information generated for use in this Annual
Report. The evaluation was based in part upon reports and affidavits provided
by a number of executives. Based upon, and as of the date of that evaluation,
our Chief Executive Officer and interim Chief Financial Officer concluded that
(notwithstanding the late filing of this Annual Report as a
consequence of the restatements of the financial statements of the
registrants and their affiliates as described herein) the disclosure controls and procedures were effective to provide reasonable
assurances that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Commissions
rules and forms.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation.

In designing and evaluating the disclosure controls and procedures, Charter
Communications, Inc.s management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable, not
absolute, assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based upon the above
evaluation, Charter Communications, Inc.s management believes that its
controls do provide such reasonable assurances.

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ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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



| | (1) |  | Financial Statements. A listing of the financial statements, notes
and reports of independent 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 15(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 (Incorporated by reference to the Exhibit
3.1 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 No. 333-56679), filed on June 12, 1998).                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2     |  | By-laws of Renaissance Media Capital Corporation (Incorporated by
reference to the Exhibit 3.2 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 No. 333-56679), filed on
June 12, 1998).                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3     |  | Certificate of Formation of Renaissance Media (Louisiana) LLC
(Incorporated by reference to the Exhibit 3.3 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 No.
333-56679), filed on June 12, 1998).                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4     |  | Certificate of Formation of Renaissance Media, LLC (Incorporated by
reference to Exhibit 3.4 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 No. 333-56679)).                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.5     |  | Certificate of Formation of Renaissance Media (Tennessee) LLC
(Incorporated by reference to the Exhibit 3.5 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 No.
333-56679), filed on June 12, 1998).                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.6     |  | Certificate of Formation of Renaissance Media Group LLC
(Incorporated by reference to the Exhibit 3.7 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 No.
333-56679), filed on June 12, 1998).                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.7     |  | Amended and Restated Limited Liability Agreement of Renaissance
Media Group LLC, dated April 29, 1999 (Incorporated by reference to
Exhibit 3.9 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 No. 333-56679)).

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.8     |  | Amended and Restated Limited Liability Agreement of Renaissance
Media (Louisiana) LLC, dated April 29, 1999 (Incorporated by
reference to Exhibit 3.10 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 No. 333-56679)).                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.9     |  | Amended and Restated Limited Liability Agreement of Renaissance
Media (Tennessee) LLC, dated April 29, 1999 (Incorporated by
reference to Exhibit 3.11 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 No. 333-56679)).                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.10    |  | Amended and Restated Limited Liability Agreement of Renaissance
Media LLC, dated April 30, 1999 (Incorporated by reference to
Exhibit 3.12 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 No. 333-56679)).                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|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 (Incorporated by
reference to the Exhibit 4.1 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 No. 333-56679), filed on
June 12, 1998).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.1    |  | Code of Conduct adopted January 28, 2003 (Incorporated by reference
to Exhibit 14.1 to the annual report on Form 10-K filed by Charter
Communications, Inc. on April 15, 2003 (File No. 000-27927)).                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|99.1 ** |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (Chief
Executive Officer).                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|99.2 ** |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer).                                                                                                                                                                                                                                                                                                                                                                                                  



---

|** |  | Documents Attached.
|-- |  | -------------------



| |                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We agree to furnish to the SEC, upon request, copies of any
long-term debt instruments that authorize an amount of securities
constituting 10% or less of the total assets of the respective
registrants on a consolidated basis.

(b)  Reports on Form 8-K:

None.

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, 2002.

26



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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: April 18, 2003 |  | By:                                   |  | CHARTER COMMUNICATIONS, INC.
|                      |  |                                       |  |                             
|                      |  |                                       |  | their Manager               
|                      |  |                                       |  |                              |  |                                      
|                      |  |                                       |  | By:                          |  | /s/ Carl E. Vogel                    
|                      |  |                                       |  |                              |  |                                      
|                      |  |                                       |  |                              |  | Carl E. Vogel                        
|                      |  |                                       |  |                              |  | President and Chief Executive Officer
|                      |  |                                       |  |                              |  |                                      
|                      |  | RENAISSANCE MEDIA CAPITAL CORPORATION
|                      |  |                                       |  |                              |  |                                      
|Dated: April 18, 2003 |  |                                       |  | 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: April 18, 2003 | 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.                            
|                      |     |  |                                         
|                      |     |  | Sole Director of Renaissance Media      
|                      |     |  | Capital Corporation                     
|                      |     |  |                                         
|Dated: April 18, 2003 | By: |  | /s/ Steven A. Schumm                    
|                      |     |  |                                         
|                      |     |  | Steven A. Schumm                        
|                      |     |  | Executive Vice President and Chief      
|                      |     |  | Administrative Officer and Interim Chief
|                      |     |  | Financial Officer (Principal Financial  
|                      |     |  | Officer) of Charter Communications,     
|                      |     |  | Inc. (Manager); Renaissance Media       
|                      |     |  | Group LLC; Renaissance Media            
|                      |     |  | (Louisiana) LLC; Renaissance Media      
|                      |     |  | (Tennessee) LLC; and Renaissance        
|                      |     |  | Media Capital Corporation               
|                      |     |  |                                         
|Dated: April 18, 2003 | By: |  | /s/ Paul E. Martin                      
|                      |     |  |                                         
|                      |     |  | Paul E. Martin                          
|                      |     |  | Senior Vice President and Controller    
|                      |     |  | (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               

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CERTIFICATIONS

I, Carl E. Vogel, certify that:

1.     I have reviewed this annual report on Form 10-K of Renaissance Media Group
LLC, Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



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

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



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

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 18, 2003

/s/ Carl E. Vogel
Carl E. Vogel
Chief Executive Officer

28



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##### Table of Contents



I, Steven A. Schumm, certify that:

1.     I have reviewed this annual report on Form 10-K of Renaissance Media Group
LLC, Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee) LLC and
Renaissance Media Capital Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



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

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



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

6.     The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 18, 2003

/s/ Steven A. Schumm
Steven A. Schumm
Chief Administrative Officer
and Interim Chief Financial Officer

29



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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

|                                             |                                                                                                            |  |      |     | 
|-------------------------------------------- | ---------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                             |                                                                                                            |  | Page
|                                             |                                                                                                            |  |     
|RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES |                                                                                                            |  |      |    
|                                             | Independent Auditors Report                                                                               |  |      | F-2 | 
|                                             | Consolidated Balance Sheets as of December 31, 2002, 2001 and 2000                                         |  |      | F-3 | 
|                                             | Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000                 |  |      | F-4 | 
|                                             | Consolidated Statements of Changes in Members Equity for the years ended December 31, 2002, 2001 and 2000 |  |      | F-5 | 
|                                             | Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000                 |  |      | F-6 | 
|                                             | Notes to Consolidated Financial Statements                                                                 |  |      | F-7 | 

NOTE: Separate financial statements of Renaissance Media Capital Corporation,
Renaissance Media (Louisiana) LLC and Renaissance Media (Tennessee) LLC have
not been presented pursuant to Rule 3-10(b) of Regulation S-X.





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Independent Auditors Report

To the Board of Directors
Renaissance Media Group LLC:

We have audited the accompanying consolidated balance sheets of Renaissance
Media Group LLC and subsidiaries as of December 31, 2002, 2001 and 2000, and
the related consolidated statements of operations, changes in members equity
and cash flows for each of the three years in the period ended December 31,
2002. 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 of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the 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, 2002, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Company
has restated the consolidated balance sheets 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 then ended, which consolidated financial
statements were previously audited by other independent auditors who have
ceased operations.

As discussed in Note 4 to the consolidated financial statements, effective
January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets.

/s/ KPMG LLP

St. Louis, Missouri
April 14, 2003

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |            |   |         |  | 
|------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------- | ----------------------------------------- |  |  | ------------ | ------- | ------- | - | ------- | ------- | ------- | - | ---------- | ------- | ---------- | - | ------- |  | 
|                                |                                                                                                              |                                 |                                           |  |  | December 31,
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |        
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   | 2002    |         | 2001    |   | 2000      
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |           
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   | (restated) |         | (restated)
|                                |                                                                                                              | ASSETS                          |                                           |  |  |              |         |         |   |         |         |         |   |            |         |            |   |         |  | 
|CURRENT ASSETS:                 |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                | Cash and cash equivalents                                                                                    |                                 |                                           |  |  |              | $       |        |   |         | $       |        |   |            | $       | 1,809      |  
|                                | Accounts receivable, less allowance for doubtful
accounts of $278, $468 and $212, respectively               |                                 |                                           |  |  |              |         | 2,421   |   |         |         | 1,444   |   |            |         | 938        |  
|                                | Prepaid expenses and other current assets                                                                    |                                 |                                           |  |  |              |         | 131     |   |         |         | 104     |   |            |         | 131        |  
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              |                                 | Total current assets                      |  |  |              |         |         |   | 2,552   |         |         |   | 1,548      |         |            |   | 2,878   | 
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|INVESTMENT IN CABLE PROPERTIES: |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                | Property, plant and equipment, net of accumulated
depreciation of $57,141, $47,634 and $21,794,
respectively |                                 |                                           |  |  |              |         | 175,397 |   |         |         | 162,398 |   |            |         | 129,423    |  
|                                | Franchises, net of accumulated amortization of
$74,797, $74,797 and $46,629, respectively                    |                                 |                                           |  |  |              |         | 251,270 |   |         |         | 347,719 |   |            |         | 375,883    |  
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              |                                 | Total investment in cable properties, net |  |  |              |         |         |   | 426,667 |         |         |   | 510,117    |         |            |   | 505,306 | 
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|OTHER ASSETS                    |                                                                                                              |                                 |                                           |  |  |              | 60      |         |   |         | 46      |         |   |            | 15      |           
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              |                                 | Total assets                              |  |  |              |         |         | $ | 429,279 |         |         | $ | 511,711    |         |            | $ | 508,199 | 
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              | LIABILITIES AND MEMBERS EQUITY |                                           |  |  |              |         |         |   |         |         |         |   |            |         |            |   |        
|CURRENT LIABILITIES:            |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                | Accounts payable and accrued expenses                                                                        |                                 |                                           |  |  |              | $       | 19,791  |   |         | $       | 19,626  |   |            | $       | 36,093     |  
|                                | Payables to manager of cable systems  related parties                                                       |                                 |                                           |  |  |              |         | 67,255  |   |         |         | 76,132  |   |            |         | 32,285     |  
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              |                                 | Total current liabilities                 |  |  |              |         |         |   | 87,046  |         |         |   | 95,758     |         |            |   | 68,378  | 
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|LONG-TERM DEBT                  |                                                                                                              |                                 |                                           |  |  |              | 113,492 |         |   |         | 103,565 |         |   |            | 94,600  |           
|MEMBERS EQUITY                 |                                                                                                              |                                 |                                           |  |  |              | 228,741 |         |   |         | 312,388 |         |   |            | 345,221 |           
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           
|                                |                                                                                                              |                                 | Total liabilities and members equity     |  |  |              |         |         | $ | 429,279 |         |         | $ | 511,711    |         |            | $ | 508,199 | 
|                                |                                                                                                              |                                 |                                           |  |  |              |         |         |   |         |         |         |   |            |         |           

See accompanying notes to consolidated financial statements

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)

|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |        |         |  
|------------------------ | -------------------------------------------------------------------------------- | -------------------- | ------- | ----------------------- | ------- | ---- | ------- | ---------- | ------- | ---------- | ------ | ------ | ------- | -
|                         |                                                                                  |                      |         | Year Ended December 31,
|                         |                                                                                  |                      |         |                        
|                         |                                                                                  |                      |         | 2002                    |         | 2001 |         | 2000      
|                         |                                                                                  |                      |         |                         |         |      |         |           
|                         |                                                                                  |                      |         |                         |         |      |         | (restated) |         | (restated)
|REVENUES                 |                                                                                  | $                    | 100,703 |                         |         | $    | 84,221  |            |         | $          | 68,382 |       
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|COSTS AND EXPENSES:      |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         | Operating (excluding depreciation
and amortization and other items
listed below) |                      |         | 39,168                  |         |      |         | 30,536     |         |            |        | 24,126 |        
|                         | Selling, general and administrative                                              |                      |         | 19,031                  |         |      |         | 16,490     |         |            |        | 12,351 |        
|                         | Depreciation and amortization                                                    |                      |         | 19,813                  |         |      |         | 60,971     |         |            |        | 54,033 |        
|                         | Impairment of franchises                                                         |                      |         | 96,551                  |         |      |         |           |         |            |        |       |        
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         |                                                                                  |                      | 174,563 |                         |         |      | 107,997 |            |         |            | 90,510 |       
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         |                                                                                  | Loss from operations |         |                         | (73,860 | )    |         |            | (23,776 | )          |        |        | (22,128 | )
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|OTHER INCOME (EXPENSES): |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         | Interest expense, net                                                            |                      |         | (9,927                  | )       |      |         | (8,903     | )       |            |        | (7,865 | )      
|                         | Other, net                                                                       |                      |         | 140                     |         |      |         | (154       | )       |            |        | (659   | )      
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         |                                                                                  |                      | (9,787  | )                       |         |      | (9,057  | )          |         |            | (8,524 | )     
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       
|                         |                                                                                  | Net loss             |         | $                       | (83,647 | )    |         | $          | (32,833 | )          |        | $      | (30,652 | )
|                         |                                                                                  |                      |         |                         |         |      |         |            |         |            |        |       

See accompanying notes to consolidated financial statements

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

|                                      |                     |   |         |         |  
|------------------------------------- | ------------------- | - | ------- | ------- | -
|BALANCE, December 31, 1999            |                     | $ | 375,873 |        
|                                      | Net loss (restated) |   |         | (30,652 | )
|                                      |                     |   |         |        
|BALANCE, December 31, 2000 (restated) |                     |   | 345,221 |        
|                                      | Net loss (restated) |   |         | (32,833 | )
|                                      |                     |   |         |        
|BALANCE, December 31, 2001 (restated) |                     |   | 312,388 |        
|                                      | Net loss            |   |         | (83,647 | )
|                                      |                     |   |         |        
|BALANCE, December 31, 2002            |                     | $ | 228,741 |        
|                                      |                     |   |         |        

See accompanying notes to consolidated financial statements

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |            |   |        |         |  
|------------------------------------- | ------------------------------------------------------------------------------ | - | ------------------------------------------------------------------ | ---------------------------------------- | - | ----------------------- | ------- | ------- | - | ---------- | ------- | ---------- | - | ------ | ------- | -
|                                      |                                                                                |   |                                                                    |                                          |   | Year Ended December 31,
|                                      |                                                                                |   |                                                                    |                                          |   |                        
|                                      |                                                                                |   |                                                                    |                                          |   | 2002                    |         | 2001    |   | 2000      
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |           
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   | (restated) |         | (restated)
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|                                      | Net loss                                                                       |   | $                                                                  | (83,647                                  | ) |                         | $       | (32,833 | ) |            | $       | (30,652    | )
|                                      | Adjustments to reconcile net loss to net cash flows
from operating activities: |   |                                                                    |                                          |   |                         |         |         |   |            |         |            |  
|                                      |                                                                                |   | Depreciation and amortization                                      |                                          |   | 19,813                  |         |         |   | 60,971     |         |            |   | 54,033 |        
|                                      |                                                                                |   | Noncash interest expense                                           |                                          |   | 9,927                   |         |         |   | 8,965      |         |            |   | 8,093  |        
|                                      |                                                                                |   | Impairment of franchises                                           |                                          |   | 96,551                  |         |         |   |           |         |            |   |       |        
|                                      | Changes in operating assets and liabilities, net of
effects from acquisitions: |   |                                                                    |                                          |   |                         |         |         |   |            |         |            |  
|                                      |                                                                                |   | Accounts receivable                                                |                                          |   | (977                    | )       |         |   | (506       | )       |            |   | 146    |        
|                                      |                                                                                |   | Prepaid expenses and other current assets                          |                                          |   | (80                     | )       |         |   | (17        | )       |            |   | 11     |        
|                                      |                                                                                |   | Accounts payable and accrued expenses                              |                                          |   | (368                    | )       |         |   | (12,871    | )       |            |   | 21,783 |        
|                                      |                                                                                |   | Receivables from and payables to related
party, including deferred |                                          |   | (8,877                  | )       |         |   | 43,846     |         |            |   | 42,496 |        
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|                                      |                                                                                |   |                                                                    | Net cash flows from operating activities |   |                         | 32,342  |         |   |            | 67,555  |            |   |        | 95,910  |  
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|                                      | Purchases of property, plant and equipment                                     |   |                                                                    | (32,239                                  | ) |                         |         | (69,360 | ) |            |         | (97,207    | )
|                                      | Other investing activities                                                     |   |                                                                    | (103                                     | ) |                         |         | (4      | ) |            |         | (415       | )
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|                                      |                                                                                |   |                                                                    | Net cash flows from investing activities |   |                         | (32,342 | )       |   |            | (69,364 | )          |   |        | (97,622 | )
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |           
|NET DECREASE IN CASH                  |                                                                                |   |                                                                   |                                          |   |                         | (1,809  | )       |   |            | (1,712  | )         
|CASH, beginning of period             |                                                                                |   |                                                                   |                                          |   |                         | 1,809   |         |   |            | 3,521   |           
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |            |  
|CASH, end of period                   |                                                                                | $ |                                                                   |                                          |   | $                       |        |         |   | $          | 1,809   |           
|                                      |                                                                                |   |                                                                    |                                          |   |                         |         |         |   |            |         |            |  

See accompanying notes to consolidated financial statements.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

(1) ORGANIZATION

The accompanying consolidated financial statements of Renaissance Media Group
LLC (the Company) include the accounts of the Company and its wholly-owned
finance subsidiaries, Renaissance Media (Louisiana) LLC (Renaissance
Louisiana), Renaissance Media (Tennessee) LLC (Renaissance Tennessee) and
Renaissance Media Capital Corporation (Capital Corporation). Renaissance
Media LLC (Media) is owned 76% and 24% by Renaissance Louisiana and
Renaissance Tennessee, respectively, and owns all of the operating assets of
the consolidated group.

The Company is an indirect wholly-owned subsidiary of Charter Communications
Operating, LLC (Charter Operating) from which the Company receives funding as
needed. As of December 31, 2002, the Company owns and operates cable systems
serving approximately 146,400 (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.

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 system 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.

(2) LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred losses from operations of $74 million, $24 million and
$22 million in 2002, 2001 and 2000, respectively. The Companys net cash flows
from operating activities were $32 million, $68 million and $96 million for the
years ending December 31, 2002, 2001 and 2000, respectively. In addition, the
Company has required significant cash to fund capital expenditures and ongoing
operations. The Company's ongoing operations will depend on our ability to generate cash
and to secure financing in the future. The Company has historically funded
liquidity and capital requirements through cash flows from operations and
capital contributions from Charter Communications, Inc. (Charter), Charter Holdings and
Charter Operating. The Company believes, however, that at this time Charter
and Charter Holdings have limited access to the debt and equity markets in
light of general economic conditions, their substantial leverage, the business
condition of the cable, telecommunications and technology industry, the current
credit rating of Charter, Charter Operating and Charter Holdings and recent downgrades of
Charters and Charter Holdings outstanding debt and liquidity ratings, and
pending litigation and investigations. The Company expects to remain
in compliance with the covenants under our indenture, and that cash
flow from operations will be sufficient to satisfy our liquidity
needs until maturity of the public notes. The Company expects that it
will be reliant on capital contributions from its parent companies to
repay the principal amount of our public notes at maturity.

However, there can be no assurances
that its parent companies will have sufficient liquidity to satisfy
this payment when due. In addition, a default under the covenants
governing any of our debt instruments could result in the
acceleration of the Companys payment obligations under its debt and,
under certain circumstances, in cross-defaults under its affiliates
debt obligations, which could adversely affect its parent
companies ability to provide the Company with funding.

If the Companys business does not generate sufficient cash flow from
operations, and sufficient future distributions are not available to the
Company from other sources of financing, it may not be able to repay its debt,
grow its

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

business, respond to competitive challenges, or to fund its other liquidity and
capital needs. As a means of enhancing the Companys liquidity, the Company is
currently attempting to cut costs, reduce capital expenditures and is exploring
sales of assets.

The Companys long-term financing structure as of December 31, 2002 includes
$114 million of high-yield debt. None of this financing matures during 2003.
Note 9 discusses the Companys current availability and long-term obligations,
interest obligations and provides a schedule of maturity.

(3) RESTATEMENTS OF CONSOLIDATED FINANCIAL RESULTS

The Company has identified a series of adjustments that have resulted in the
restatement of the previously issued financial statements for the years ended
December 31, 2001 and 2000. In summary, the adjustments are grouped into the
following categories: (i) launch incentives from programmers; (ii) customer
incentives and inducements; (iii) capitalized labor and overhead costs; (iv)
customer acquisition costs; (v) rebuild and upgrade of cable systems; (vi)
deferred tax liabilities/franchise assets; and (vii) other adjustments. These
adjustments reduced revenue for the years ended December 31, 2001 and 2000 by
$4 million and $2 million, respectively. The Companys consolidated net loss
increased by $0.1 million and $1 million for the years ended December 31, 2001
and 2000, respectively, primarily due to adjustments related to the original
accounting for acquisitions and for elements of the rebuild and upgrade
activities. In addition, as a result of certain of these adjustments, the
Companys statements of cash flows have been restated. Cash flows from
operations for the years ended December 31, 2001 and 2000 were increased by $1
million and $0.6 million, respectively. The more significant categories of
adjustment relate to the following as outlined below.

Launch Incentives from Programmers.Amounts previously recognized as
advertising revenue in connection with the launch of new programming channels
have been deferred and recorded in other long-term liabilities in the year such
launch support was provided, and amortized as a reduction of programming costs
based upon the relevant contract term. These adjustments decreased revenues by
$3 million and $1 million for the years ended December 31, 2001 and 2000,
respectively. Additionally, for the year ended December 31, 2000, the Company
increased marketing expense by $0.4 million for other promotional activities
associated with launching new programming services previously deferred and
subsequently amortized. The corresponding amortization of such deferred amounts
reduced programming expenses by $0.6 million and increased programming expenses
by $0.3 million for the years ended December 31, 2001 and 2000, respectively.

Customer Incentives and Inducements.Marketing inducements paid to encourage
potential customers to switch from satellite providers to Charter branded
services and enter into multi-period service agreements were previously
deferred and recorded as property, plant and equipment and recognized as
depreciation and amortization expense over the life of customer contracts.
These amounts have been restated as a reduction of revenue in the period such
inducements were paid. Revenues declined $0.6 million and $0.1 million for the
years ended December 31, 2001 and 2000, respectively. Substantially all of
these amounts are offset by reduced depreciation and amortization expense.

Capitalized Labor and Overhead Costs.Certain elements of labor costs and
related overhead allocations previously capitalized as property, plant and
equipment as part of the Companys rebuild activities, customer installations
and new service introductions have been expensed in the period incurred. Such
adjustments increased operating expenses by $2 million and $1 million for the
years ended December 31, 2001 and 2000, respectively.

Customer Acquisition Costs.Certain customer acquisition campaigns were
conducted through third-party contractors in 2000, 2001 and portions of 2002.
The costs of these campaigns were originally deferred and recorded as other
assets and recognized as amortization expense over the relevant customer
contract terms. These amounts have been reported as marketing expense in the
period incurred and totaled $1 million and $0.1 million for the years ended
December 31, 2001 and 2000, respectively. The Company discontinued this
program in the third quarter of 2002 as contracts for third-party vendors
expired. Substantially all of these amounts are offset by reduced depreciation
and amortization expense.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

Rebuild and Upgrade of Cable
Systems. In 2000, the Company initiated a program
to replace and upgrade a substantial portion of its network. In connection
with this plan, the Company assessed the carrying value of, and the associated
depreciable lives of, various assets to be replaced. It was determined that a
portion of cable distribution system assets, originally treated as subject to
replacement, were not part of the original replacement plan but were to be
upgraded and have remained in service. It also determined that certain assets
subject to replacement during the upgrade program were misstated in the
allocation of the purchase price of the acquisition. This adjustment is a
reduction to property, plant and equipment and increased franchise costs of
approximately $8 million as a result of this finding. In addition, the
depreciation period for the replacement assets was adjusted to more closely
align with the intended service period of these assets rather than the
three-year straight-line life originally assigned. As a result, adjustments
were recorded to reduce depreciation expense by $4 million and $2 million in
the years ending 2001 and 2000, respectively.

Other Adjustments.In addition to the items described above, reductions to
2000 revenues include the reversal of certain advertising revenues from
equipment vendors. Other adjustments of expenses include expensing certain
items charged against purchase accounting reserves, certain tax
reclassifications from tax expense to operating costs and other miscellaneous
adjustments. The net impact of these adjustments to net loss is an increase of
$1 million and a decrease of $1 million, respectively, for the years ended
December 31, 2001 and 2000.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

The following table sets forth the consolidated balance sheet for the Company,
showing previously reported and restated amounts, as of December 31, 2001:

|                                |                                           |                                           |         |               |         |             |         |         |         | 
|------------------------------- | ----------------------------------------- | ----------------------------------------- | ------- | ------------- | ------- | ----------- | ------- | ------- | ------- | 
|                                |                                           |                                           |         | As previously |         |             |         |        
|                                |                                           |                                           |         | reported      |         | As restated
|                                |                                           |                                           |         |               |         |            
|CURRENT ASSETS:                 |                                           |                                           |         |               |         |             |         |        
|                                | Accounts receivable, net                  |                                           | $       | 1,540         |         |             | $       | 1,444   |        
|                                | Prepaid expenses and other current assets |                                           |         | 104           |         |             |         | 104     |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total current assets                      |         |               | 1,644   |             |         |         | 1,548   | 
|                                |                                           |                                           |         |               |         |             |         |        
|INVESTMENT IN CABLE PROPERTIES: |                                           |                                           |         |               |         |             |         |        
|                                | Property, plant and equipment, net        |                                           |         | 163,681       |         |             |         | 162,398 |        
|                                | Franchises, net                           |                                           |         | 341,830       |         |             |         | 347,719 |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total investment in cable properties, net |         |               | 505,511 |             |         |         | 510,117 | 
|                                |                                           |                                           |         |               |         |             |         |        
|OTHER ASSETS                    |                                           |                                           |        |               |         |             | 46      |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total assets                              |         | $             | 507,155 |             |         | $       | 511,711 | 
|                                |                                           |                                           |         |               |         |             |         |        
|CURRENT LIABILITIES:            |                                           |                                           |         |               |         |             |         |        
|                                | Accounts payable and accrued expenses     |                                           | $       | 15,124        |         |             | $       | 19,626  |        
|                                | Payable to related parties                |                                           |         | 74,952        |         |             |         | 76,132  |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total current liabilities                 |         |               | 90,076  |             |         |         | 95,758  | 
|                                |                                           |                                           |         |               |         |             |         |        
|LONG-TERM DEBT                  |                                           |                                           | 103,565 |               |         |             | 103,565 |        
|                                |                                           |                                           |         |               |         |             |         |        
|MEMBERS EQUITY                 |                                           |                                           | 313,514 |               |         |             | 312,388 |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total liabilities and members equity     |         | $             | 507,155 |             |         | $       | 511,711 | 
|                                |                                           |                                           |         |               |         |             |         |        

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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 following table sets forth the consolidated statement of operations for the
Company, showing previously reported and restated amounts, for the year ended
December 31, 2001:

|                        |                                                                                  |                      |         |               |         |             |         |        |         |  
|----------------------- | -------------------------------------------------------------------------------- | -------------------- | ------- | ------------- | ------- | ----------- | ------- | ------ | ------- | -
|                        |                                                                                  |                      |         | As previously |         |             |         |       
|                        |                                                                                  |                      |         | reported      |         | As restated
|                        |                                                                                  |                      |         |               |         |            
|REVENUES                |                                                                                  | $                    | 88,047  |               |         | $           | 84,221  |       
|                        |                                                                                  |                      |         |               |         |             |         |       
|COSTS AND EXPENSES:     |                                                                                  |                      |         |               |         |             |         |       
|                        | Operating (excluding depreciation and amortization
and other items listed below) |                      |         | 30,452        |         |             |         | 30,536 |        
|                        | Selling, general and administrative                                              |                      |         | 14,496        |         |             |         | 16,490 |        
|                        | Depreciation and amortization                                                    |                      |         | 66,758        |         |             |         | 60,971 |        
|                        |                                                                                  |                      |         |               |         |             |         |       
|                        |                                                                                  |                      | 111,706 |               |         |             | 107,997 |       
|                        |                                                                                  |                      |         |               |         |             |         |       
|                        |                                                                                  | Loss from operations |         |               | (23,659 | )           |         |        | (23,776 | )
|                        |                                                                                  |                      |         |               |         |             |         |       
|OTHER INCOME (EXPENSE): |                                                                                  |                      |         |               |         |             |         |       
|                        | Interest expense, net                                                            |                      |         | (8,903        | )       |             |         | (8,903 | )      
|                        | Other, net                                                                       |                      |         | (154          | )       |             |         | (154   | )      
|                        |                                                                                  |                      |         |               |         |             |         |       
|                        |                                                                                  |                      | (9,057  | )             |         |             | (9,057  | )     
|                        |                                                                                  |                      |         |               |         |             |         |       
|                        |                                                                                  | Net loss             |         | $             | (32,716 | )           |         | $      | (32,833 | )
|                        |                                                                                  |                      |         |               |         |             |         |       

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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 following table sets forth the consolidated balance sheet for the Company,
showing previously reported and restated amounts, as of December 31, 2000:

|                                |                                           |                                           |         |               |         |             |         |         |         | 
|------------------------------- | ----------------------------------------- | ----------------------------------------- | ------- | ------------- | ------- | ----------- | ------- | ------- | ------- | 
|                                |                                           |                                           |         | As previously |         |             |         |        
|                                |                                           |                                           |         | reported      |         | As restated
|                                |                                           |                                           |         |               |         |            
|CURRENT ASSETS:                 |                                           |                                           |         |               |         |             |         |        
|                                | Cash and cash equivalents                 |                                           | $       | 1,809         |         |             | $       | 1,809   |        
|                                | Accounts receivable, net                  |                                           |         | 1,172         |         |             |         | 938     |        
|                                | Prepaid expenses and other current assets |                                           |         | 131           |         |             |         | 131     |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total current assets                      |         |               | 3,112   |             |         |         | 2,878   | 
|                                |                                           |                                           |         |               |         |             |         |        
|INVESTMENT IN CABLE PROPERTIES: |                                           |                                           |         |               |         |             |         |        
|                                | Property, plant and equipment, net        |                                           |         | 134,497       |         |             |         | 129,423 |        
|                                | Franchises, net                           |                                           |         | 369,487       |         |             |         | 375,883 |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total investment in cable properties, net |         |               | 503,984 |             |         |         | 505,306 | 
|                                |                                           |                                           |         |               |         |             |         |        
|OTHER ASSETS                    |                                           |                                           |        |               |         |             | 15      |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total assets                              |         | $             | 507,096 |             |         | $       | 508,199 | 
|                                |                                           |                                           |         |               |         |             |         |        
|CURRENT LIABILITIES:            |                                           |                                           |         |               |         |             |         |        
|                                | Accounts payable and accrued expenses     |                                           | $       | 35,117        |         |             | $       | 36,093  |        
|                                | Payable to related parties                |                                           |         | 31,149        |         |             |         | 32,285  |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total current liabilities                 |         |               | 66,266  |             |         |         | 68,378  | 
|                                |                                           |                                           |         |               |         |             |         |        
|LONG-TERM DEBT                  |                                           |                                           | 94,600  |               |         |             | 94,600  |        
|                                |                                           |                                           |         |               |         |             |         |        
|MEMBERS EQUITY                 |                                           |                                           | 346,230 |               |         |             | 345,221 |        
|                                |                                           |                                           |         |               |         |             |         |        
|                                |                                           | Total liabilities and members equity     |         | $             | 507,096 |             |         | $       | 508,199 | 
|                                |                                           |                                           |         |               |         |             |         |        

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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 following table sets forth the consolidated statement of operations for the
Company, showing previously reported and restated amounts, for the year ended
December 31, 2000:

|                        |                                                                                  |                      |        |               |         |             |        |        |         |  
|----------------------- | -------------------------------------------------------------------------------- | -------------------- | ------ | ------------- | ------- | ----------- | ------ | ------ | ------- | -
|                        |                                                                                  |                      |        | As previously |         |             |        |       
|                        |                                                                                  |                      |        | reported      |         | As restated
|                        |                                                                                  |                      |        |               |         |            
|REVENUES                |                                                                                  | $                    | 70,313 |               |         | $           | 68,382 |       
|                        |                                                                                  |                      |        |               |         |             |        |       
|COSTS AND EXPENSES:     |                                                                                  |                      |        |               |         |             |        |       
|                        | Operating (excluding depreciation and
amortization and other items listed below) |                      |        | 23,312        |         |             |        | 24,126 |        
|                        | Selling, general and administrative                                              |                      |        | 11,247        |         |             |        | 12,351 |        
|                        | Depreciation and amortization                                                    |                      |        | 56,873        |         |             |        | 54,033 |        
|                        |                                                                                  |                      |        |               |         |             |        |       
|                        |                                                                                  |                      | 91,432 |               |         |             | 90,510 |       
|                        |                                                                                  |                      |        |               |         |             |        |       
|                        |                                                                                  | Loss from operations |        |               | (21,119 | )           |        |        | (22,128 | )
|                        |                                                                                  |                      |        |               |         |             |        |       
|OTHER INCOME (EXPENSE): |                                                                                  |                      |        |               |         |             |        |       
|                        | Interest expense, net                                                            |                      |        | (7,865        | )       |             |        | (7,865 | )      
|                        | Other, net                                                                       |                      |        | (659          | )       |             |        | (659   | )      
|                        |                                                                                  |                      |        |               |         |             |        |       
|                        |                                                                                  |                      | (8,524 | )             |         |             | (8,524 | )     
|                        |                                                                                  |                      |        |               |         |             |        |       
|                        |                                                                                  | Net loss             |        | $             | (29,643 | )           |        | $      | (30,652 | )
|                        |                                                                                  |                      |        |               |         |             |        |       

The following table sets forth selected condensed consolidated statements of
cash flows information for the Company, showing previously reported and
restated amounts, for the years ended December 31, 2001 and 2000:

|                                   |  |                    |         |                    |  |          |         |               |  |   |         |   |  |   |         |  
|---------------------------------- |  | ------------------ | ------- | ------------------ |  | -------- | ------- | ------------- |  | - | ------- | - |  | - | ------- | -
|                                   |  | For the year ended |         | For the year ended
|                                   |  | December 31, 2001  |         | December 31, 2000 
|                                   |  |                    |         |                   
|                                   |  | As previously      |         |                    |  |          |         | As previously |  |   |         |  
|                                   |  | reported           |         | As restated        |  | reported |         | As restated  
|                                   |  |                    |         |                    |  |          |         |              
|Net cash from operating activities |  | $                  | 66,476  |                    |  | $        | 67,555  |               |  | $ | 95,333  |   |  | $ | 95,910  |  
|Net cash from investing activities |  | $                  | (68,285 | )                  |  | $        | (69,364 | )             |  | $ | (97,045 | ) |  | $ | (97,622 | )

(4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

The consolidated financial statements include the accounts of Renaissance Media
Group LLC and all of its direct and indirect subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.
All amounts presented for 2000 and 2001 in the financial statements and
accompanying notes have been adjusted to reflect the restated results in Note
3.

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

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##### Table of Contents



RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

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. Significant judgments and estimates include
capitalization of labor and overhead costs, depreciation and amortization
costs, impairments of property, plant and equipment and franchises and other
contingencies. Actual results could differ from those estimates.

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.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, including all material
labor and certain indirect costs associated with the construction of cable
transmission and distribution facilities. Costs associated with initial
customer installations and the additions of network equipment necessary to
enable advanced services are capitalized. Costs capitalized as part of initial
customer installations include materials, labor, and certain indirect costs.
These indirect costs are associated with the activities of the Companys
personnel who assist in connecting and activating the new service and consist
of compensation and overhead costs associated with these support functions.
Overhead costs primarily include employee benefits and payroll taxes, direct
variable costs associated with capitalizable activities, consisting primarily
of installation and construction vehicle costs, the cost of dispatch personnel
and indirect costs directly attributable to capitalizable activities. The
costs of disconnecting service at a customers dwelling or reconnecting service
to a previously installed dwelling are charged to operating expense in the
period incurred. Costs for repairs and maintenance are charged to operating
expense as incurred, while equipment replacement and betterments, including
replacement of cable drops from the pole to the dwelling, are capitalized.

Depreciation is recorded using the straight-line method over managements
estimate of the useful lives of the related assets as follows:

|                                     |  |            |  | 
|------------------------------------ |  | ---------- |  | 
|Cable distribution systems           |  | 7-15 years
|Customer equipment and installations |  | 3-5 years 
|Vehicles and equipment               |  | 1-5 years 
|Buildings and leasehold improvements |  | 5-15 years
|Furniture and fixtures               |  | 5 years   

Franchises

Franchise rights acquired through the purchase of cable systems represent
managements estimate of fair value at the date of acquisition and generally
are reviewed to determine if the franchise has a finite life or an indefinite
life as defined by Statement of Financial Accounting Standards (SFAS) No. 142.
On January 1, 2002, the Company adopted SFAS No. 142, which eliminates the
amortization of goodwill and indefinite lived intangible assets. Accordingly,
beginning January 1, 2002, all franchises that qualify for indefinite life
treatment under SFAS No. 142 are no longer amortized against earnings but
instead are tested for impairment annually as of October 1, or more frequently
as warranted by events or changes in circumstances (See Note 7). The Company
determined that all of its franchises qualified for indefinite-life treatment.
Costs incurred in renewing cable franchises are deferred and amortized over 10
years.

Prior to the adoption of SFAS No. 142, costs incurred in obtaining and renewing
cable franchises were deferred and amortized using the straight-line method
over a period of 15 years. Franchise rights acquired through the purchase of
cable systems were 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. The Company evaluated the recoverability of franchises for
impairment when events or changes in circumstances indicated that the carrying
amount of an asset may not be recoverable. Because substantially all of the
Companys franchise rights have been
F-14Table of Contents

RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES1NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except where indicated)

acquired in the past several years, at the time of acquisition management
believed the Company did not have sufficient experience with the local
franchise authorities to conclude that renewals of franchises could be
accomplished indefinitely.

The Company believes that facts and circumstances have changed to enable it to
conclude that all of its franchises will be renewed indefinitely. 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 all franchises will be renewed indefinitely.

Valuation of Property, Plant and Equipment

The Company evaluates the recoverability of property, plant and equipment for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Such events or changes in
circumstances could include such factors as changes in technological advances,
fluctuations in the fair value of such assets, adverse changes in relationships
with local franchise authorities, adverse changes in market conditions or poor
operating results. If a review indicates that the carrying value of such asset
is not recoverable from estimated undiscounted cash flows, the carrying value
of such asset is reduced to its estimated fair value. While the Company
believes that its estimates of future cash flows are reasonable, different
assumptions regarding such cash flows could materially affect its evaluations
of asset recoverability. No impairment of property, plant and equipment
occurred in 2002, 2001 and 2000.

Revenue Recognition

Revenues from analog, digital and high-speed data 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% of gross revenues as defined in the franchise agreement. 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, respectively.

Programming Costs

The Company has various contracts to obtain analog, digital and premium
programming from program suppliers whose compensation is typically based on a
flat fee per customer. The cost of the right to exhibit network programming
under such arrangements is recorded in operating expenses in the month the
programming is available for exhibition. Programming costs are paid each month
based on calculations performed by the Company and are subject to adjustment
based on periodic audits performed by the programmers. Additionally, certain
programming contracts contain launch incentives to be paid by the programmers.
The Company receives these upfront payments related to the promotion and
activation of the programmers cable television channel and defers recognition
of the launch incentives over the life of the programming agreement as an
offset to programming expense. This offset to programming expense was $2
million, $1 million and $0.1 million for the years ended December 31, 2002,
2001 and 2000, respectively. Programming costs paid to programmers were $25
million, $21 million and $17 million for the years ended December 31, 2002,
2001 and 2000, respectively. As of December 31, 2002, 2001 and 2000, the
deferred amounts of launch incentives, included in accounts payable and accrued
expenses, totaled $3 million, $5 million and $5 million, respectively.

Advertising Costs

Advertising costs, including advertising associated with the launch of cable
channels, are generally expensed as costs are incurred. Advertising expense
was $1 million, $1 million and $2 million for the years ended December 31,
2002, 2001 and 2000, respectively.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

Stock-Based Compensation

The Company has historically accounted for stock-based compensation in
accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations, as permitted by
SFAS No. 123, Accounting for Stock-Based Compensation. On January 1, 2003,
the Company adopted the fair value measurement provisions of SFAS No. 123 using
the prospective method under which the Company will recognize compensation
expense of a stock-based award to an employee over the vesting period based on
the fair value of the award on the grant date consistent with the method
described in Financial Accounting Standards Board Interpretation No. 28 (FIN
28), Accounting for Stock Appreciation Rights and Other Variable Stock Option
or Award Plans. Adoption of these provisions will result in utilizing a
preferable accounting method as the consolidated financial statements will
present the estimated fair value of stock-based compensation in expense
consistently with other forms of compensation and other expense associated with
goods and services received for equity instruments. In accordance with SFAS No.
148, the fair value method will be applied only to awards granted or modified
after January 1, 2003, whereas awards granted prior to such date will continue
to be accounted for under APB No. 25, unless they are modified or settled in
cash. Management believes the adoption of these provisions will not have a
material impact on the consolidated results of operations or financial position
of the Company. The ongoing effect on consolidated results of operations or
financial position will be dependent upon future stock based compensation
awards granted by the Company.

Income Taxes

The Company is a single member limited liability company not subject to income
tax. The Company holds all operations through indirect subsidiaries. The
majority of these indirect subsidiaries are limited liability companies that
are also not subject to income tax. A certain indirect subsidiary is a
corporation that is subject to income tax, but has no operations and has not
generated any taxable income since inception. Any taxable income that would be
generated by the Company would be the responsibility of the Companys equity
owner. As such, the Company has not provided for income taxes in the
accompanying consolidated financial statements.

Segments

SFAS No. 131, Disclosure about Segments of an Enterprise and Related
Information, established standards for reporting information about operating
segments in annual financial statements and in interim financial reports issued
to shareholders. Operating segments are defined as components of an enterprise
about which separate financial information is available that is evaluated on a
regular basis by the chief operating decision maker, or decision making group,
in deciding how to allocate resources to an individual segment and in assessing
performance of the segment.

The Companys operations are managed on the basis of distinct geographic
operating segments. The Company has evaluated the criteria for aggregation of
the geographic operating segments under paragraph 17 of SFAS No. 131 and
believes it meets each of the respective criteria set forth. The Company
delivers similar products and services within each of its geographic divisional
operations. Each geographic and divisional service area utilizes similar means
for delivering the programming of the Companys services; have similarity in
the type or class of customer receiving the products and services; distributes
the Companys services over a unified network; and operates within a consistent
regulatory environment. In addition, each of the geographic regional and
divisional operating segments has similar economic characteristics.
Accordingly, management has determined that the Company has one reportable
segment, broadband services.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

(5) ALLOWANCE FOR DOUBTFUL ACCOUNTS

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

|                                  |                                                     |   |              |        |      |   |      |        |   |   |     |      |  
|--------------------------------- | --------------------------------------------------- | - | ------------ | ------ | ---- | - | ---- | ------ | - | - | --- | ---- | -
|                                  |                                                     |   | December 31,
|                                  |                                                     |   |             
|                                  |                                                     |   | 2002         |        | 2001 |   | 2000
|                                  |                                                     |   |              |        |      |   |     
|Balance, beginning of year/period |                                                     | $ | 468          |        |      | $ | 212  |        |   | $ | 80  |     
|                                  | Charged to expense                                  |   |              | 2,718  |      |   |      | 2,142  |   |   |     | 733  |  
|                                  | Uncollected balances written off, net of recoveries |   |              | (2,908 | )    |   |      | (1,886 | ) |   |     | (601 | )
|                                  |                                                     |   |              |        |      |   |      |        |   |   |     |     
|Balance, end of year              |                                                     | $ | 278          |        |      | $ | 468  |        |   | $ | 212 |     
|                                  |                                                     |   |              |        |      |   |      |        |   |   |     |     

|(6) |  | PROPERTY, PLANT AND EQUIPMENT
|--- |  | -----------------------------

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

|                                           |  |              |         |      |  |      |         |   |  |   |         |  
|------------------------------------------ |  | ------------ | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                           |  | December 31,
|                                           |  |             
|                                           |  | 2002         |         | 2001 |  | 2000
|                                           |  |              |         |      |  |     
|Cable distribution systems                 |  | $            | 209,277 |      |  | $    | 188,634 |   |  | $ | 133,371 |  
|Land, buildings and leasehold improvements |  |              | 13,679  |      |  |      | 13,409  |   |  |   | 12,465  |  
|Vehicles and equipment                     |  |              | 9,582   |      |  |      | 7,989   |   |  |   | 5,381   |  
|                                           |  |              |         |      |  |      |         |   |  |   |         |  
|                                           |  |              | 232,538 |      |  |      | 210,032 |   |  |   | 151,217 |  
|Less: accumulated depreciation             |  |              | (57,141 | )    |  |      | (47,634 | ) |  |   | (21,794 | )
|                                           |  |              |         |      |  |      |         |   |  |   |         |  
|                                           |  | $            | 175,397 |      |  | $    | 162,398 |   |  | $ | 129,423 |  
|                                           |  |              |         |      |  |      |         |   |  |   |         |  

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. A significant change in assumptions about
the extent or timing of future asset retirements could materially affect future
depreciation expense.

For the years ended December 31, 2002, 2001 and 2000, depreciation expense was
$20 million, $33 million, and $26 million, respectively.

(7) FRANCHISES

On January 1, 2002, the Company adopted SFAS No. 142, which eliminates the
amortization of indefinite lived intangible assets. Accordingly, beginning
January 1, 2002, all franchises that qualify for indefinite life treatment
under SFAS No. 142 are no longer amortized against earnings but instead will be
tested for impairment annually, or more frequently as warranted by events or
changes in circumstances. During the first quarter of 2002, the Company had an
independent appraiser perform valuations of its franchises as of January 1,
2002. Franchises were aggregated into two essentially inseparable asset groups
to conduct the valuations. Fair value was determined based on estimated
discounted future cash flows using reasonable and appropriate assumptions that
are consistent with internal forecasts. The appraiser assessed that the fair
value of each of the Companys asset groups exceeded their carrying amount. As
a result, no impairment charge was recorded upon adoption. As required by SFAS
No. 142, the standard has not been retroactively applied to the results for the
period prior to adoption.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

The Company performed its annual impairment assessment on October 1, 2002 using
an independent third-party appraiser and following the guidance of EITF Issue
02-17, Recognition of Customer Relationship Intangible Assets Acquired in a
Business Combination,which was issued in October 2002 and requires the
consideration of assumptions that marketplace participants would consider, such
as expectations of future contract renewals and other benefits related to the
intangible asset. Revised earnings forecasts and the methodology required by
SFAS No. 142 which excludes certain intangibles led to recognition of a $97
million impairment in the fourth quarter of 2002.

In determining whether its franchises have an indefinite life, the Company
considered the exclusivity of the franchise, its expected costs of franchise
renewals, and the technological state of the associated cable systems with a
view to whether or not the Company is in compliance with any technology
upgrading requirements. Based on the Companys assessment, all franchises
qualified for indefinite-life treatment.

Franchise amortization expense for the year ended December 31, 2002 was $1,
which represents the amortization relating to franchise renewals. For each of
the next five years, amortization expense relating to these franchises is
expected to be approximately $5. Franchise amortization expense for each of
the years ended December 31, 2001 and 2000 was $28 million.

As required by SFAS No. 142, the standard has not been retroactively applied to
the results for the period prior to adoption. A reconciliation of net loss for
the years ended December 31, 2002, 2001 and 2000, as if SFAS No. 142 had been
adopted as of January 1, 2001, is presented below:

|          |                                                       |                   |   |                         |         |      |   |         |        |   |   |         |        |  
|--------- | ----------------------------------------------------- | ----------------- | - | ----------------------- | ------- | ---- | - | ------- | ------ | - | - | ------- | ------ | -
|          |                                                       |                   |   | Year Ended December 31,
|          |                                                       |                   |   |                        
|          |                                                       |                   |   | 2002                    |         | 2001 |   | 2000   
|          |                                                       |                   |   |                         |         |      |   |        
|Net loss: |                                                       |                   |   |                         |         |      |   |         |        |   |   |        
|          | Reported net loss                                     |                   | $ | (83,647                 | )       |      | $ | (32,833 | )      |   | $ | (30,652 | )     
|          | Add back: amortization of indefinite-lived franchises |                   |   |                        |         |      |   | 28,181  |        |   |   | 28,023  |       
|          |                                                       |                   |   |                         |         |      |   |         |        |   |   |        
|          |                                                       | Adjusted net loss |   | $                       | (83,647 | )    |   | $       | (4,652 | ) |   | $       | (2,629 | )
|          |                                                       |                   |   |                         |         |      |   |         |        |   |   |        

(8) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

|                       |  |              |        |      |  |      |        |  |  |   |        | 
|---------------------- |  | ------------ | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                       |  | December 31,
|                       |  |             
|                       |  | 2002         |        | 2001 |  | 2000
|                       |  |              |        |      |  |     
|Accounts payable       |  | $            | 553    |      |  | $    | 763    |  |  | $ | 12,984 | 
|Capital expenditures   |  |              | 2,909  |      |  |      | 3,592  |  |  |   | 10,858 | 
|Programming costs      |  |              | 758    |      |  |      | 729    |  |  |   | 2,459  | 
|Franchises fees        |  |              | 1,737  |      |  |      | 1,635  |  |  |   | 1,250  | 
|State sales tax        |  |              | 4,266  |      |  |      | 4,085  |  |  |   | 2,628  | 
|Personal property tax  |  |              | 1,286  |      |  |      | 283    |  |  |   | 442    | 
|Deferred revenue       |  |              | 6,163  |      |  |      | 6,538  |  |  |   | 3,180  | 
|Other accrued expenses |  |              | 2,119  |      |  |      | 2,001  |  |  |   | 2,292  | 
|                       |  |              |        |      |  |      |        |  |  |   |        | 
|                       |  | $            | 19,791 |      |  | $    | 19,626 |  |  | $ | 36,093 | 
|                       |  |              |        |      |  |      |        |  |  |   |        | 

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

(9) LONG-TERM DEBT

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

|                          |  |              |         |      |  |      |         |   |  |   |         |  
|------------------------- |  | ------------ | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                          |  | December 31,
|                          |  |             
|                          |  | 2002         |         | 2001 |  | 2000
|                          |  |              |         |      |  |     
|10% senior discount notes |  | $            | 114,413 |      |  | $    | 114,413 |   |  | $ | 114,413 |  
|Unamortized net discount  |  |              | (921    | )    |  |      | (10,848 | ) |  |   | (19,813 | )
|                          |  |              |         |      |  |      |         |   |  |   |         |  
|                          |  | $            | 113,492 |      |  | $    | 103,565 |   |  | $ | 94,600  |  
|                          |  |              |         |      |  |      |         |   |  |   |         |  

In 1998, Renaissance Louisiana, Renaissance Tennessee and Capital Corporation
issued $163 million principal amount at maturity of 10.000% senior discount
notes due April 15, 2008 (the Notes) for proceeds of $100 million.
Approximately, $49 million of such notes were repurchased in May 1999. The
Notes do not pay 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 Company has fully and unconditionally guaranteed the notes.

The fair market value of the Notes was $93 million and $89 million as of
December 31, 2002 and 2001, respectively. The fair value of the Notes is based
on quoted market prices.

The indenture (Indenture), pursuant to which the Notes were issued, contains
a number of significant covenants that could adversely impact the Companys
business. In particular, the Indenture restricts the Company and its
restricted subsidiaries ability to incur additional debt; pay dividends on equity or
repurchase equity; grant liens; make investments; sell all or substantially all
of its assets or merge with or into other companies; sell assets; enter into
sale-leasebacks; in the case of restricted subsidiaries, create or permit to
exist dividend or payment restrictions with respect to the bond issuers,
guarantee the bond issuers debt, or issue specified equity interests; and
engage in certain transactions with affiliates.

There are no significant restrictions on the ability of the Company to obtain
funds from its subsidiaries through dividends or loans, provided that the
Company remains a guarantor under the Indenture and that any loans are
evidenced by promissory notes. Additionally, there are no significant
restrictions on the ability of Renaissance Louisiana and Renaissance Tennessee
to obtain funds from Media through dividends or loans provided that Media
remains a restricted subsidiary under the Indenture.

Charter Operating holds the 100% member interest in the Company as collateral
for the Charter Operating credit facility. However, none of the Companys
subsidiaries member interests have been pledged as collateral to the Charter
Operating credit facility. In addition, neither the Company nor any of its
subsidiaries has guaranteed the Charter Operating credit facility nor will such
entities be required to guarantee the Charter Operating credit facility, as
long as the notes are outstanding.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

(10) REVENUES

Revenues consist of the following for the periods presented:

|                  |  |                         |         |      |  |      |        |  |  |   |        | 
|----------------- |  | ----------------------- | ------- | ---- |  | ---- | ------ |  |  | - | ------ | 
|                  |  | Year Ended December 31,
|                  |  |                        
|                  |  | 2002                    |         | 2001 |  | 2000
|                  |  |                         |         |      |  |     
|Analog video      |  | $                       | 70,169  |      |  | $    | 63,898 |  |  | $ | 57,622 | 
|Digital video     |  |                         | 10,660  |      |  |      | 9,221  |  |  |   | 2,408  | 
|High-speed data   |  |                         | 5,556   |      |  |      | 1,485  |  |  |   | 58     | 
|Advertising sales |  |                         | 6,270   |      |  |      | 2,350  |  |  |   | 1,718  | 
|Other             |  |                         | 8,048   |      |  |      | 7,267  |  |  |   | 6,576  | 
|                  |  |                         |         |      |  |      |        |  |  |   |        | 
|                  |  | $                       | 100,703 |      |  | $    | 84,221 |  |  | $ | 68,382 | 
|                  |  |                         |         |      |  |      |        |  |  |   |        | 

(11) OPERATING EXPENSES

Operating expenses consist of the following for the periods presented:

|                          |  |                         |        |      |  |      |        |  |  |   |        | 
|------------------------- |  | ----------------------- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                          |  | Year Ended December 31,
|                          |  |                        
|                          |  | 2002                    |        | 2001 |  | 2000
|                          |  |                         |        |      |  |     
|Analog video programming  |  | $                       | 21,554 |      |  | $    | 19,214 |  |  | $ | 16,582 | 
|Digital video programming |  |                         | 3,661  |      |  |      | 2,353  |  |  |   | 453    | 
|High-speed data           |  |                         | 2,312  |      |  |      | 722    |  |  |   | 57     | 
|Advertising sales         |  |                         | 2,358  |      |  |      |       |  |  |   | 1      | 
|Service costs             |  |                         | 9,283  |      |  |      | 8,247  |  |  |   | 7,033  | 
|                          |  |                         |        |      |  |      |        |  |  |   |        | 
|                          |  | $                       | 39,168 |      |  | $    | 30,536 |  |  | $ | 24,126 | 
|                          |  |                         |        |      |  |      |        |  |  |   |        | 

(12) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

|                           |  |                         |        |      |  |      |        |  |  |   |        | 
|-------------------------- |  | ----------------------- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                           |  | Year Ended December 31,
|                           |  |                        
|                           |  | 2002                    |        | 2001 |  | 2000
|                           |  |                         |        |      |  |     
|General and administrative |  | $                       | 16,436 |      |  | $    | 14,401 |  |  | $ | 10,392 | 
|Marketing                  |  |                         | 2,595  |      |  |      | 2,089  |  |  |   | 1,959  | 
|                           |  |                         |        |      |  |      |        |  |  |   |        | 
|                           |  | $                       | 19,031 |      |  | $    | 16,490 |  |  | $ | 12,351 | 
|                           |  |                         |        |      |  |      |        |  |  |   |        | 

(13) COMPREHENSIVE LOSS

Comprehensive loss is equal to net loss for the years ended December 31, 2002,
2001 and 2000.

(14) RELATED PARTY TRANSACTIONS

The following sets forth certain transactions in which the Company and the
directors, executive officers and affiliates of Charter are involved. Unless
otherwise disclosed, management believes that each of the transactions
described below was on terms no less favorable to the Company than could have
been obtained from independent third parties.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

Charter Communications Holding Company (Charter Holdco) and Charter, both
entities controlled by Paul G. Allen, provide management services to the
Company for the cable television systems owned and operated by the Company.
The management services include such services as centralized customer billing
services, data processing and related support, benefits administration and
coordination of insurance coverage and self-insurance programs for medical,
dental and workers compensation claims. Certain costs for these services are
billed and charged directly to the Company and are included within operating
costs. These costs are allocated based on the number of analog video
customers. Such costs totaled $5 million, $3 million and $2 million for the
years ended December 31, 2002, 2001 and 2000, respectively. All other costs
incurred by Charter Holdco and Charter on behalf of the Company are considered
a part of the management fee and are recorded as selling, general and
administrative expense in the accompanying consolidated financial statements.
Management fees are stipulated in the management agreements between Charter
Holdco, Charter and the Company. To the extent management fees charged to the
Company are greater (less) than the corporate expenses incurred by Charter
Holdco and Charter, the Company records distributions to (capital contributions
from) Charter Holdco and Charter. For the years ended December 31, 2002, 2001
and 2000, the management fee charged to the Company approximated the corporate
expenses incurred by Charter Holdco and Charter on behalf of the Company. The
Charter Operating credit facility prohibits payments of management fees in
excess of 3.5% of Charter Operating and its subsidiaries consolidated revenues
during any fiscal year. Any amounts accrued as management fees in excess of
3.5% of consolidated revenues can be carried forward and paid in subsequent
fiscal years, but such payments, together with amounts paid, and within the
3.5% limit for, such subsequent fiscal year may not exceed 5% of consolidated
revenues. Any deferred amount of the management fee will bear interest at the
rate of 10% per annum, compounded annually, from the date it was due and
payable until the date it is paid.

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

Mr. Allen, the controlling shareholder of Charter, and a number of his
affiliates have interests in various entities that provide services or
programming to the Companys subsidiaries. Given the diverse nature of Mr.
Allens investment activities and interests, and to avoid the possibility of
future disputes as to potential business, the Company may not, and may not
allow its subsidiaries to, engage in any business transaction outside the cable
transmission business except for certain existing approved investments. Should
Charter, the Company or their subsidiaries wish to pursue, or allow their
subsidiaries to pursue, a business transaction outside of this scope, it must
first offer Mr. Allen the opportunity to pursue the particular business
transaction. If he decides not to pursue the business transaction and consents
to Charter, the Company or their subsidiaries to engage in the business
transaction, they will be able to do so. The cable transmission business means
the business of transmitting video, audio, including telephony, and data over
cable television systems owned, operated or managed by Charter, the Company or
their subsidiaries from time to time.

Mr. Allen or his affiliates own equity interests or warrants to purchase equity
interests in various entities with which the Company does business or which
provides it with products, services or programming. Among these entities are
TechTV Inc. (TechTV), Oxygen Media Corporation (Oxygen Media), Digeo, Inc.,
Click2learn, Inc. and Microsoft Corporation. In addition, Mr. Allen and Mr.
Savoy were directors of USA Networks, Inc. (USA Networks), which operates the
USA Network, The Sci-Fi Channel, Trio, World News International and Home
Shopping Network, owning approximately 5% and less than 1%, respectively, of
the common stock of USA Networks. In 2002, Mr. Allen and Mr. Savoy sold their
common stock and are no longer directors of the USA Network. Mr. Allen owns
100% of the equity of Vulcan Ventures Incorporated (Vulcan Ventures) and Vulcan
Inc. and is the president of Vulcan Ventures. Mr. Savoy is also a vice
president and a director of Vulcan Ventures. The various cable, media,
Internet and telephony companies in which Mr. Allen has invested may mutually
benefit one another. The agreements governing the Companys relationship with
Digeo, Inc. are an example of a cooperative business relationship among Mr.
Allens affiliated companies. The Company can give no assurance, nor should
you expect, that any of these business relationships will be successful, that
the Company will realize any benefits from these

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relationships or that the Company will enter into any business relationships in
the future with Mr. Allens affiliated companies.

Mr. Allen and his affiliates have made, and in the future likely will make,
numerous investments outside of the Company and its business. The Company
cannot assure that, in the event that the Company or any of its subsidiaries
enter into transactions in the future with any affiliate of Mr. Allen, such
transactions will be on terms as favorable to the Company as terms it might
have obtained from an unrelated third party. Also, conflicts could arise with
respect to the allocation of corporate opportunities between the Company and
Mr. Allen and his affiliates. The Company has not instituted any formal plan
or arrangement to address potential conflicts of interest.

High Speed Access Corp. (High Speed Access) has been a provider of high-speed
Internet access services over cable modems. During the period from 1997 to
2000, certain Charter entities entered into Internet-access related service
agreements, and both Vulcan Ventures, an entity controlled by Mr. Allen, and
certain of Charters subsidiaries made equity investments in High Speed Access.

On February 28, 2002, Charters subsidiary and an affiliate to the Company, CC
Systems, purchased from High Speed Access the contracts and associated assets,
and assumed related liabilities, that served the Companys customers, including
a customer contact center, network operations center and provisioning software.
Immediately prior to the asset purchase, Vulcan Ventures beneficially owned
approximately 37%, and Charter beneficially owned approximately 13%, of the
common stock of High Speed Access (including the shares of common stock which
could be acquired upon conversion of the Series D preferred stock, and upon
exercise of the warrants, owned by Charter Holdco). Following the consummation
of the asset purchase, neither Vulcan Ventures, Charter, the Company nor any of
their subsidiaries beneficially own any securities of, or are otherwise
affiliated with, High Speed Access.

The Company receives or will receive programming for broadcast via its cable
systems from TechTV, USA Networks, and Oxygen Media. 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, 2002 and
2001 were each less than 2% of total operating expenses. In addition, the
Company receives commissions from USA Networks for home shopping sales
generated by its customers. Such revenues for the years ended December 31,
2002, 2001 and 2000 were less than 1% of total revenues.

The Company purchases certain equipment for use in the Companys business from
ADC Telecommunications, which provides broadband access and network equipment.
Mr. Wangberg, a director for Charter, serves as a director for ADC
Telecommunications. Such fees for the years ended December 31, 2002 and 2001
were each less than 1% of total operating expenses under this arrangement.

On January 10, 2003, Charter signed an agreement to carry two around-the-clock,
high-definition networks, HDNet and HDNet Movies. The Company believes that
entities controlled by Mr. Mark Cuban, co-founder and president of HDNet, owns
96.9% of HDNet and HDNet Movies as of December 31, 2002. As of December 31,
2002, Mr. Cuban owns approximately 5.3% equity interest in Charter.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

(15) COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain facilities and equipment under noncancelable
operating leases. Leases and rental costs charged to expense for each of the
years ended December 31, 2002, 2001 and 2000, were approximately $0.1 million.
As of December 31, 2002, future minimum lease payments are as follows:

|                        |      |        |    |    | 
|----------------------- | ---- | ------ | -- | -- | 
|Year Ended December 31, |      | Amount
|                        |      |       
|                        | 2003 |        | $  | 67 | 
|                        | 2004 |        |    | 56 | 
|                        | 2005 |        |    | 38 | 
|                        | 2006 |        |    | 23 | 
|                        | 2007 |        |    | 15 | 
|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, 2002, 2001 and 2000, was $1 million, $1 million and
$0.9 million, respectively. The Company pays programming fees under multi-year
contracts ranging from three to six years typically based on a flat fee per
customer, which may be fixed for the term or may, in some cases, escalate over
the term. The Company paid $25 million, $21 million and $17 million of
programming fees for the years ended December 31, 2002, 2001 and 2000,
respectively.

Litigation

Fourteen putative federal class action lawsuits (the Federal Class Actions)
have been filed against Charter and certain of Charters former and present
officers and directors in various jurisdictions allegedly on behalf of all
purchasers of Charters securities during the period from either November 8 or
November 9, 1999 through July 17 or July 18, 2002. Unspecified damages are
sought by the plaintiffs. In general, the lawsuits allege that Charter
utilized misleading accounting practices and failed to disclose these
accounting practices and/or issued false and misleading financial statements
and press releases concerning Charters operations and prospects.

In October 2002, Charter filed a motion with the Judicial Panel on
Multidistrict Litigation (the Panel) to transfer the Federal Class Actions to
the Eastern District of Missouri. On March 12, 2003, the Panel transferred the
six Federal Class Actions not filed in the Eastern District of Missouri to that
district for coordinated or consolidated pretrial proceedings with the eight
Federal Class Actions already pending there. The Panels transfer order
assigned the Federal Class Actions to Judge Charles A. Shaw. By virtue of a
prior court order, StoneRidge Investment Partners LLC became lead plaintiff
upon entry of the Panels transfer order. Charter has informed
the Company that it
anticipates that the lead plaintiff will file a single consolidated amended
complaint shortly. No response from Charter will be due until after this
consolidated amended complaint is filed.

On September 12, 2002, a shareholders derivative suit (the State Derivative
Action) was filed in Missouri state court against Charter and its current
directors, as well as its former auditors. A substantively identical
derivative action was later filed and consolidated into the State Derivative
Action. The plaintiffs allege that the individual defendants breached their
fiduciary duties by failing to establish and maintain adequate internal
controls and procedures. Unspecified damages, allegedly on Charters behalf,
are sought by the plaintiffs.

Separately, on February 12, 2003, a shareholders derivative suit (the Federal
Derivative Action), was filed against Charter and its current directors in the
United States District Court for the Eastern District of Missouri. The
plaintiff alleges that the individual defendants breached their fiduciary
duties and grossly mismanaged Charter by failing to

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

establish and maintain adequate internal controls and procedures. Unspecified
damages, allegedly on Charters behalf, are sought by the plaintiffs.

In addition to the Federal Class Actions, the State Derivative Action and the
Federal Derivative Action, six putative class action lawsuits have been filed
against Charter and certain of its current directors and officers in the Court
of Chancery of the State of Delaware (the Delaware Class Actions). The
Delaware Class Actions are substantively identical and generally allege that
the defendants breached their fiduciary duties by participating or acquiescing
in a purported and threatened attempt by Defendant Paul Allen to purchase
shares and assets of Charter at an unfair price. The lawsuits were brought on
behalf of Charters securities holders as of July 29, 2002, and seek
unspecified damages and possible injunctive relief. No such purported or
threatened transaction by Mr. Allen has been presented.

The lawsuits discussed above are each in preliminary stages, and no dispositive
motions or other responses to any of the complaints have been filed. No
reserves have been established for those matters because the Company believes
they are either not estimable or not probable. Charter has advised the Company
that it intends to vigorously defend the lawsuits.

In August of 2002, Charter became aware of a grand jury investigation being
conducted by the United States Attorneys Office for the Eastern District of
Missouri into certain of its accounting and reporting practices, focusing on
how Charter reported customer numbers, refunds that Charter sought from
programmers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. Charter has been advised by the U.S. Attorneys
Office that no member of its board of directors, including its Chief Executive
Officer, is a target of the investigation. Charter has advised the Company
that it is fully cooperating with the investigation.

On November 4, 2002, Charter received an informal, non-public inquiry from the
Staff of the Securities and Exchange Commission (SEC). The SEC has
subsequently issued a formal order of investigation dated January 23, 2003, and
subsequent document subpoenas. The investigation and subpoenas generally
concern Charters prior reports with respect to its determination of the number
of customers, and various of its other accounting policies and practices
including its capitalization of certain expenses and dealings with certain
vendors, including programmers and digital set-top terminal suppliers. Charter
has advised the Company that it is actively cooperating with the SEC Staff.

Charter is unable to predict the outcome of the lawsuits and the government
investigations described above. An unfavorable outcome in the lawsuits or the
government investigations described above could have a material adverse effect
on Charters results of operations and financial condition.

Charter is generally required to indemnify each of the named individual
defendants in connection with these matters pursuant to the terms of its Bylaws
and (where applicable) such individual defendants employment agreements.
Pursuant to the terms of certain employment agreements and in accordance with
the Bylaws of Charter, in connection with the pending grand jury investigation,
SEC investigation and the above described lawsuits, Charters current directors
and its current and former officers have been advanced certain costs and
expenses incurred in connection with their defense. Certain of the individual
defendants also serve or have served as officers and directors of the Company.
The limited liability company agreement may require each such entity to
indemnify Charter in connection with the matters set forth above.

In addition to the matters set forth above, the Company is also party to other
lawsuits and claims that arose in the ordinary course of conducting its
business. In the opinion of management, after taking into account recorded
liabilities, the outcome of these other lawsuits and claims will not have a
material adverse effect on the Companys consolidated financial position or
results of operations.

Charter has directors and officers liability insurance coverage that it
believes is available for these matters, subject to the terms, conditions and
limitations of the respective policies.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

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 number 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.

The 1992 Cable Act permits certified local franchising authorities to order
refunds of basic service tier rates paid in the previous twelve-month period
determined to be in excess of the maximum permitted rates. During the years
ended December 31, 2002, 2001 and 2000, the amounts refunded by the Company
have been insignificant. The Company may be required to refund additional
amounts in the future.

(16) EMPLOYEE BENEFIT PLANS

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, 2002, 2001 and
2000.

(17) OPTION PLANS

Eligible employees of the Company participate in the 1999 Option Plan of
Charter Communications Holding Company (the 1999 Plan) and the 2001 Stock
Incentive Plan of Charter Communications, Inc. (the 2001 Plan). The 1999
Plan provided for the grant of options to purchase membership units in Charter
Holdco to current and prospective employees and consultants of the Company.
Membership units received upon exercise of any options are immediately
exchanged for shares of Class A common stock of Charter on a one-for-one basis.
Options granted generally vest over five years from the grant date, with 25%
vesting 15 months after the anniversary of the grant date and ratably
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. Membership units received upon exercise of the options are
automatically exchanged into Class A common stock of Charter on a one-for-one
basis.

The 2001 Plan provides for the grant of non-qualified stock options, stock
appreciation rights, dividend equivalent rights, performance units and
performance shares, share awards, phantom stock and/or shares of restricted
stock (not to exceed 3,000,000), as each term is defined in the 2001 Plan.
Employees, officers, consultants and directors of the Company and its
subsidiaries and affiliates are eligible to receive grants under the 2001 Plan.
Options granted generally vest over four years from the grant date, with 25%
vesting on the anniversary of the grant date and ratably thereafter. Generally,
options expire 10 years from the grant date.

Together, the plans allow for the issuance of up to an aggregate of 90,000,000
shares of Charter Class A common stock (or units convertible into Charter Class
A common stock). In 2001, any shares covered by options that terminated under
the 1999 Plan were transferred to the 2001 Plan, and no new options were
granted under the 1999 Plan.

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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

The Company used 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, 2002, 2001 and 2000.

The Company has historically accounted for stock-based compensation in
accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations, as permitted by
SFAS No. 123, Accounting for Stock-Based Compensation. On January 1, 2003,
the Company adopted the fair value measurement provisions of SFAS No. 123 using
the prospective method under which the Company will recognize compensation
expense of a stock-based award to an employee over the vesting period based on
the fair value of the award on the grant date consistent with the method
described in Financial Accounting Standards Board Interpretation No. 28 (FIN
28), Accounting for Stock Appreciation Rights and Other Variable Stock Option
or Award Plans. Adoption of these provisions will result in utilizing a
preferable accounting method as the consolidated financial statements will
present the estimated fair value of stock-based compensation in expense
consistently with other forms of compensation and other expense associated with
goods and services received for equity instruments. In accordance with SFAS No.
148, the fair value method will be applied only to awards granted or modified
after January 1, 2003, whereas awards granted prior to such date will continue
to be accounted for under
APB No. 25, unless they are modified or settled in cash. Management believes
the adoption of these provisions will not have a material impact on the
consolidated results of operations or financial position of the Company. The
ongoing effect on consolidated results of operations or financial position will
be dependent upon future stock based compensation awards granted by the
Company.

(18) RECENTLY ISSUED ACCOUNTING STANDARDS

SFAS No. 143, Accounting for Asset Retirement Obligations, addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002. The Company will adopt SFAS No. 143 on January 1, 2003. The Company does
not expect the adoption of SFAS No. 143 to have a material impact on the
Companys financial condition or results of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. SFAS No. 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. The Company will adopt SFAS No. 145 beginning January 1, 2003,
except for the provisions relating to the amendment of SFAS No. 13, which will
be adopted for transactions occurring subsequent to May 15, 2002. The Company
does not expect the adoption of SFAS No. 145 to have a material impact on the
consolidated financial statements of the Company.

In June 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146 requires that
a liability for costs associated with an exit or disposal activity be
recognized when the liability is incurred rather than when a company commits to
such an activity and also establishes fair value as the objective for initial
measurement of the liability. SFAS No. 146 will be adopted by the Company for
exit or disposal activities that are initiated after December 31, 2002.
Adoption will not have a material impact on the consolidated financial
statements of the Company.

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.
SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, it amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
compensation and the
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RENAISSANCE MEDIA GROUP LLC AND SUBSIDIARIES

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

effect of the method used on reported results. The Company adopted SFAS No.
148 beginning January 1, 2003. On January 1, 2003, the Company also adopted
SFAS No. 123, Accounting for Stock-Based Compensation on the prospective
method under which the Company will recognize compensation expense of a
stock-based award to an employee over the vesting period based on the fair
value of the award on the grant date.

F-27