<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------

                                    FORM 10-Q

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

               For the Quarterly Period Ended September 30, 2000.

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

                For the Transition Period From ______ to ______.
                                        .

                            Commission File Numbers:
                                    333-75415
                                  333-75415-03

                               CC V HOLDINGS, LLC*
                      (formerly known as Avalon Cable LLC)
                          CC V HOLDINGS FINANCE, INC.*
             (formerly known as Avalon Cable Holdings Finance, Inc.)
           (Exact names of registrants as specified in their charters)

             Delaware                                       13-4029965
             Delaware                                       13-4029969
             --------                                       ----------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

12444 Powerscourt Drive - Suite 100
       St. Louis, Missouri                                    63131
---------------------------------------                       -----
(Address of principal executive offices)                    (Zip Code)

                                 (314) 965-0555
              (Registrants' telephone number, including area code)


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

<PAGE>   2


Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:

         All of the issued and outstanding shares of capital stock of CC V
         Holdings Finance, Inc. are held by CC V Holdings, LLC. All of the
         limited liability company membership interests of CC V Holdings, LLC
         are held 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.


* CC V Holdings, LLC and CC V Holdings Finance, Inc. meet the conditions set
forth in General Instruction (H) (1)(a) and (b) of Form 10-Q and are therefore
filing this Form with the reduced disclosure format.
<PAGE>   3



                               CC V HOLDINGS, LLC
                           CC V HOLDINGS FINANCE, INC.

              FORM 10-Q - FOR THE QUARTER ENDED SEPTEMBER 30, 2000
                                      INDEX

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
Part I.  Financial Information

         Item 1. Financial Statements - CC V Holdings, LLC and Subsidiaries.               4

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.                                              11

Part II. Other Information

         Item 6.  Exhibits and Reports on Form 8-K.                                       15

Signatures.                                                                               16
</TABLE>


NOTE: Separate financial statements of CC V Holdings Finance, Inc. have not been
presented as this entity had no operations and substantially no assets or
equity. Accordingly, management has determined that such financial statements
are not material.


<PAGE>   4
                         PART I. FINANCIAL INFORMATION.
                          ITEM 1. FINANCIAL STATEMENTS.

                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                  SUCCESSOR
                                                                       -------------------------------
                                                                       SEPTEMBER 30,      DECEMBER 31,
                                                                           2000              1999*
                                                                      --------------    --------------
ASSETS                                                                             (UNAUDITED)
<S>                                                                    <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                           $          --    $        6,806
   Accounts receivable, less allowance for doubtful
    accounts of $649 and $1,143, respectively                                  9,254             1,920
   Prepaid expenses and other                                                    301               663
                                                                      --------------    --------------
      Total current assets                                                     9,555             9,389
                                                                      --------------    --------------

INVESTMENT IN CABLE PROPERTIES:
  Property, plant and equipment, net of accumulated
   depreciation of $27,352 and $1,802, respectively                          163,430           121,285
  Franchises, net of accumulated amortization of $41,687
   and $5,976, respectively                                                  696,896           721,744
                                                                      --------------    --------------
                                                                             860,326           843,029
                                                                      --------------    --------------

DEFERRED FINANCING COSTS                                                       2,125             1,983
                                                                      ---------------   ---------------
                                                                      $      872,006    $      854,401
                                                                      ==============    ==============


LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                              $       52,336    $       25,132
   Payables to manager of cable systems - related parties                      1,210             4,971
                                                                      --------------    --------------
      Total current liabilities                                               53,546            30,103
                                                                      --------------    --------------

LONG-TERM DEBT                                                               321,770           451,212

DEFERRED MANAGEMENT FEES - RELATED PARTIES                                       666               262

MEMBER'S EQUITY - 100 units issued and outstanding                           496,024           372,824
                                                                      --------------    --------------
                                                                      $      872,006    $      854,401
                                                                      ==============    ==============
</TABLE>





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

-----------
* Agrees with the audited consolidated balance sheet included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.










                                       4
<PAGE>   5




                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      SUCCESSOR              PREDECESSOR
                                                               -----------------------  --------------------
                                                                    THREE MONTHS            THREE MONTHS
                                                                        ENDED                   ENDED
                                                                    SEPTEMBER 30,            SEPTEMBER 30,
                                                                        2000                    1999
                                                               -----------------------  --------------------
<S>                                                            <C>                      <C>
           REVENUES                                            $                32,161  $             28,428
                                                               -----------------------  --------------------

           OPERATING EXPENSES:
             Operating, general and administrative                              16,655                15,676
             Depreciation and amortization                                      22,834                11,478
             Corporate expense charges - related parties                           495                    --
                                                               -----------------------  --------------------
                                                                                39,984                27,154
                                                               -----------------------  --------------------

                     Income (loss) from operations                              (7,823)                1,274

           OTHER INCOME (EXPENSE):
             Interest expense                                                   (7,701)              (11,094)
             Interest income                                                       109                    35
             Other, net                                                             19                    --
                                                               -----------------------  --------------------
                                                                                (7,573)              (11,059)
                                                               -----------------------  --------------------
                      Net loss                                 $               (15,396) $             (9,785)
                                                               =======================  ====================
</TABLE>










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












                                       5
<PAGE>   6



                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                  SUCCESSOR              PREDECESSOR
                                                                            -----------------------  --------------------
                                                                                 NINE MONTHS             NINE MONTHS
                                                                                    ENDED                   ENDED
                                                                                SEPTEMBER 30,            SEPTEMBER 30,
                                                                            -----------------------  --------------------
<S>                                                                         <C>                      <C>
           REVENUES                                                         $                90,221  $             80,198
                                                                            -----------------------  --------------------

           OPERATING EXPENSES:
             Operating, general and administrative                                           46,533                45,119
             Depreciation and amortization                                                   63,058                33,574
             Corporate expense charges - related parties                                      1,528                    --
                                                                            -----------------------  --------------------
                                                                                            111,119                78,693
                                                                            -----------------------  --------------------

                     Income (loss) from operations                                          (20,898)                1,505

           OTHER INCOME (EXPENSE):
             Interest expense                                                               (21,156)              (34,340)
             Interest income                                                                    131                   743
             Other, net                                                                          22                    --
                                                                            -----------------------  --------------------
                                                                                            (21,003)              (33,597)
                                                                            -----------------------  --------------------

                     Loss before income taxes                                               (41,901)              (32,092)

           BENEFIT FROM INCOME TAXES                                                             --                 1,362
                                                                            -----------------------  --------------------
                      Net loss                                              $               (41,901) $            (30,730)
                                                                            =======================  ====================
</TABLE>










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














                                       6
<PAGE>   7



                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         SUCCESSOR              PREDECESSOR
                                                                                     -------------------    --------------------
                                                                                         NINE MONTHS            NINE MONTHS
                                                                                            ENDED                  ENDED
                                                                                        SEPTEMBER 30,           SEPTEMBER 30,
                                                                                             2000                   1999
                                                                                     -------------------    --------------------
<S>                                                                                  <C>                    <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                         $           (41,901)   $            (30,730)
    Adjustments to reconcile net loss to net cash provided by operating activities:
       Depreciation and amortization                                                              63,058                  33,574
       Non-cash interest expense                                                                   9,701                  10,102
    Changes in assets and liabilities, net of effects from acquisitions:
       Accounts receivable                                                                        (7,311)                   (463)
       Prepaid expenses and other                                                                    365                    (230)
       Accounts payable and accrued expenses                                                      25,911                  10,582
       Payables to manager of cable systems - related parties                                     (4,241)                     --
       Payable to affiliate                                                                           --                     684
    Other operating activities                                                                        --                    (310)
                                                                                     -------------------    --------------------
       Net cash provided by operating activities                                                  45,582                  23,209
                                                                                     -------------------    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property, plant and equipment                                                    (65,024)                (15,009)
    Payments for acquisitions, net of cash acquired                                                   --                 (49,928)
    Other investing activities                                                                      (422)                     --
                                                                                     -------------------    --------------------
          Net cash used in investing activities                                                  (65,446)                (64,937)
                                                                                     -------------------    --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Capital Contribution                                                                               --                 45,300
    Distribution                                                                                  (7,815)                     --
    Borrowings of long-term debt                                                                  28,000                      --
    Repayments of long-term debt                                                                  (7,127)                 (6,524)
    Repayment of note payable to affiliate                                                            --                  (3,341)
                                                                                     -------------------    --------------------
         Net cash provided by financing activities                                                13,058                  35,435
                                                                                     -------------------    --------------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                         (6,806)                 (6,293)
CASH AND CASH EQUIVALENTS, beginning of period                                                     6,806                   9,288
                                                                                     -------------------    --------------------
CASH AND CASH EQUIVALENTS, end of period                                             $                --    $              2,995
                                                                                     ===================    ====================

CASH PAID FOR INTEREST                                                               $            12,740    $                 --
                                                                                     ===================    ====================
NON-CASH TRANSACTIONS:
    Payment by parent company of long-term debt recorded as equity   contribution
                                                                                     $           159,910    $                 --
                                                                                     ===================    ====================

    Contribution of cable systems to the Company                                     $            13,006    $                 --
                                                                                     ===================    ====================
</TABLE>






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










                                       7
<PAGE>   8


                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                 (DOLLARS IN THOUSANDS, EXCEPT WHERE INDICATED)


1.       ORGANIZATION

         The accompanying consolidated financial statements include the accounts
of CC V Holdings, LLC (CC V Holdings) (formerly known as Avalon Cable LLC) and
its wholly owned subsidiaries (collectively, the "Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.

         On November 15, 1999, Charter Communications Holding Company, LLC
(Charter Holdco) purchased directly and indirectly all of the equity interests
of Avalon Cable of Michigan Holdings, Inc. (Michigan Holdings) for an aggregate
purchase price of $832.0 million, including assumed debt of $273.4 million (the
"Charter Acquisition"). In connection with a multistep restructuring, Michigan
Holdings was then merged with and into CC V Holdings. Effective January 1, 2000,
the outstanding interests in CC V Holdings were transferred to Charter
Communications Holdings, LLC (Charter Holdings), a wholly owned subsidiary of
Charter Holdco.

         As a result of the Charter Acquisition, the Company has applied
purchase accounting in the preparation of the accompanying consolidated
financial statements. Accordingly, CC V Holdings increased its member's equity
to $383.3 million to reflect the amount paid in the Charter Acquisition and has
allocated that amount to assets acquired and liabilities assumed based on their
relative fair values, including amounts assigned to franchises of $727.7
million. The allocation of the purchase price is based, in part, on preliminary
information, which is subject to adjustment upon completion of certain appraisal
and valuation information. Management believes that finalization of the purchase
price and allocation will not have a material impact on the consolidated results
of operations or financial position of the Company.

         As a result of the Charter Acquisition and the application of purchase
accounting, financial information in the accompanying consolidated financial
statements and notes thereto for periods subsequent to November 15, 1999 (the
successor periods), is presented on a different cost basis than the financial
information of the Company for periods prior to and through November 15, 1999
(the predecessor periods). Therefore, such information is not comparable.

         Prior to the Charter Acquisition, Michigan Holdings had a majority
interest in CC V Holdings.

2.       RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

         The accompanying consolidated financial statements of the Company have
been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.

         The accompanying consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments,
which consist of only normal recurring adjustments, necessary for a fair
presentation of the results for the periods presented. Interim results are not
necessarily indicative of results for a full year. For further information, see
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.











                                       8
<PAGE>   9


3.       ACQUISITIONS

         On February 2, 2000, Charter Holdings acquired certain cable systems
from former affiliates of the Company for $13.0 million and contributed those
assets to the Company. The systems acquired serve approximately 6,000 customers
located in Minnesota at September 30, 2000.

         This acquisition was accounted for using the purchase method of
accounting, and, accordingly, results of operations of the acquired systems have
been included in the accompanying consolidated financial statements from the
date of acquisition. The purchase price was allocated to assets acquired and
liabilities assumed based on their fair values, including amounts assigned to
franchises of $9.9 million.

         Pro forma results of operations have not been presented since this
information does not differ materially from the actual results of operations
presented in the accompanying statements of operations for the three months and
nine months ended September 30, 2000 and 1999.

4.       LONG-TERM DEBT

         Pursuant to a change of control offer dated December 3, 1999, 134,050
of the Company's 9.375% Senior Subordinated Notes due December 1, 2008, were
validly tendered. The aggregate repurchase price was $137.4 million, including
accrued and unpaid interest through January 28, 2000, and was funded with equity
contributions from Charter Holdings, which made the cash available from the
proceeds of its sale of $1.5 billion of high yield notes in January 2000 (the
"January 2000 Charter Holdings Notes").

         In addition to the above change of control repurchase, the Company
purchased the remaining 15,950 notes (including accrued and unpaid interest) in
the open market for $16.3 million, also using cash received from equity
contributions from Charter Holdings, which made the cash available from the sale
proceeds of the January 2000 Charter Holdings Notes.

         Also pursuant to a change of control offer, 16,250 of the Company's
11.875% Senior Discount Notes due 2008 were validly tendered. The notes were
repurchased for $10.5 million using cash received from equity contributions from
Charter Holdings. As of September 30, 2000, Senior Discount Notes with an
aggregate principal amount of $179.8 million at maturity remain outstanding with
an accreted value of $128.3 million.

5.       LITIGATION

         In connection with the Company's acquisition of Mercom, Inc. (Mercom),
former Mercom shareholders holding approximately 731,894 Mercom common shares
(approximately 15.3% of all outstanding Mercom common shares) gave notice of
their election to exercise appraisal rights as provided by Delaware law. On July
2, 1999, former Mercom shareholders holding 535,501 shares of Mercom common
stock filed a petition for appraisal of stock in the Delaware Chancery Court.
With respect to 209,893 of the total number of shares for which the Company
received notice, the notice provided to the Company was received from beneficial
holders of Mercom shares who were not holders of record. The Company believes
that the notice with respect to these shares did not comply with Delaware law
and is ineffective.

         The Company cannot predict at this time the effect of the elections to
exercise appraisal rights on the Company since the Company does not know the
extent to which these former Mercom shareholders will continue to pursue
appraisal rights under Delaware law or choose to abandon these efforts and seek
to accept the consideration payable in the Mercom merger. If these former Mercom
shareholders continue to pursue their appraisal rights, and if a Delaware court
were to find that the fair value of the Mercom common shares, exclusive of any
element of value arising from the acquisition of Mercom, exceeded $12.00 per
share, the Company would have to pay the additional amount for each Mercom
common share subject to the appraisal proceedings together with a fair rate of
interest. The Company could be ordered by the Delaware court also to pay
reasonable attorney's fees and the fees and expenses of experts for the
shareholders. In addition, the







                                       9
<PAGE>   10

Company would have to pay its own litigation costs. The Company has already
provided for the consideration of $12.00 per Mercom common share due under the
terms of the merger with Mercom with respect to these shares but has not
provided for any additional amounts or costs. The Company can provide no
assurance as to what a Delaware court would find in any appraisal proceeding or
when this matter will be resolved. Accordingly, the Company cannot assure that
the ultimate outcome would have no material adverse impact on the consolidated
financial condition or results of operations of the Company.


















                                       10
<PAGE>   11


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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This report contains forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and of the Securities Act of
1933, as amended, and is subject to the safe harbors created by those acts. The
Company's actual results could differ materially from those discussed herein,
and its current business plans could be altered in response to market conditions
and other factors beyond the Company's control. The forward-looking statements
within this Form 10-Q are identified by words such as "believes," "anticipates,"
"expects," "intends," "may," "will" and other similar expressions. However,
these words are not the exclusive means of identifying such statements. In
addition, any statements that refer to expectations, projections or other
characterizations of future events or circumstances are forward-looking
statements. The Company undertakes no obligation to release publicly the results
of any revisions to these forward-looking statements that may be made to reflect
events or circumstances occurring subsequent to the filing of this Form 10-Q
with the SEC.

         Important factors that could cause actual results to differ materially
from the forward-looking statements contained herein include, but are not
limited to, the following:

-        general economic and business conditions, both nationally and in the
         regions where the Company operates;
-        anticipated capital expenditures for planned upgrades and the ability
         to fund these expenditures;
-        technology changes;
-        the Company's ability to effectively compete in a highly competitive
         environment;
-        changes in business strategy or development plans;
-        beliefs regarding the effects of governmental regulation on the
         Company's business;
-        the ability to attract and retain qualified personnel; and
-        liability and other claims asserted against the Company.


         Readers are urged to review and consider carefully the various
disclosures made by the Company in this Report and in the Company's other
reports filed with the SEC that attempt to advise interested parties of the
risks and factors that may affect the Company's business.
















                                       11
<PAGE>   12


RESULTS OF OPERATIONS

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


<TABLE>
<CAPTION>
                                                                 SUCCESSOR                       PREDECESSOR
                                                        -----------------------------    -----------------------------
                                                        NINE MONTHS ENDED SEPTEMBER           NINE MONTHS ENDED
                                                                  30, 2000                    SEPTEMBER 30, 1999
                                                        -----------------------------    -----------------------------

                                                            Amount             %            Amount             %
                                                            ------             -            ------             -
<S>                                                     <C>                <C>           <C>               <C>
STATEMENT OF OPERATIONS:
Revenues                                                $        90,221         100.0    $      80,198           100.0
                                                        ---------------    ----------    -------------     -----------

Operating expenses:
   Operating, general and administrative                         46,533          51.6           45,119            56.3
   Depreciation and amortization                                 63,058          69.9           33,574            41.9
   Corporate expense charges - related parties                    1,528           1.7               --              --
                                                        ---------------    ----------    -------------     -----------
                                                                111,119         123.2           78,693            98.1
                                                        ---------------    ----------    -------------     -----------

Income (loss) from operations                                   (20,898)        (23.2)           1,505            1.9

Other income (expense):
   Interest expense                                             (21,156)        (23.4)         (34,340)          (42.8)
   Interest income                                                  131           0.1              743             0.9
   Other, net                                                        22            --               --              --
                                                        ---------------    ----------    -------------     -----------
                                                                (21,003)        (23.3)         (33,597)          (41.9)
                                                        ---------------    ----------    -------------     -----------

Loss before income taxes                                        (41,901)        (46.4)         (32,092)          (40.0)

Benefit from income taxes                                            --            --            1,362             1.7
                                                        ---------------    ----------    -------------     -----------

Net loss                                                $       (41,901)        (46.4)   $     (30,730)          (38.3)
                                                        ===============    ==========    =============     ===========
</TABLE>


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

<TABLE>
<CAPTION>
                                                      SUCCESSOR                       PREDECESSOR
                                             -----------------------------    -----------------------------
                                                  NINE MONTHS ENDED                  NINE MONTHS ENDED
                                                  SEPTEMBER 30, 2000                 SEPTEMBER 30, 1999
                                             -----------------------------    -----------------------------
<S>                                                             <C>                              <C>
EBITDA (a)                                                      $  42,182                        $  35,079
Adjusted EBITDA (b)                                                43,688                           35,079
Homes Passed (at period end)                                      417,500                          405,500
Basic Customers (at period end)                                   270,800                          260,600
Basic Penetration (at period end)                                      65%                              64%
Premium Units (at period end)                                     114,600                           60,500
Premium Penetration (at period end)                                    42%                              23%
Average Monthly Revenue
  per Basic Customer                                               $37.02                           $34.19
</TABLE>

----------















                                       12
<PAGE>   13



(a) EBITDA represents earnings (loss) before interest, income taxes,
depreciation and amortization. EBITDA is presented because it is a widely
accepted financial indicator of a cable company's ability to service
indebtedness. However, EBITDA should not be considered as an alternative to
income from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. EBITDA should also not be construed as an indication of a company's
operating performance or as a measure of liquidity. In addition, because EBITDA
is not calculated identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other companies. Management's
discretionary use of funds depicted by EBITDA may be limited by working capital,
debt service and capital expenditure requirements and by restrictions related to
legal requirements, commitments and uncertainties.

(b) Adjusted EBITDA means EBITDA before corporate expense charges and other
income (expense). Adjusted EBITDA is presented because it is a widely accepted
financial indicator of a cable company's ability to service indebtedness.
However, adjusted EBITDA should not be considered as an alternative to income
from operations or to cash flows from operating, investing or financing
activities, as determined in accordance with generally accepted accounting
principles. Adjusted EBITDA should also not be construed as an indication of a
company's operating performance or as a measure of liquidity. In addition,
because adjusted EBITDA is not calculated identically by all companies, the
presentation here may not be comparable to other similarly titled measures of
other companies. Management's discretionary use of funds depicted by adjusted
EBITDA may be limited by working capital, debt service and capital expenditure
requirements and by restrictions related to legal requirements, commitments and
uncertainties.


COMPARISON OF RESULTS

         As a result of the acquisition of the Company by Charter Communications
Holding Company, LLC (the "Charter Acquisition"), the application of push-down
accounting, and the allocation of purchase price, the financial results for the
periods presented above are not comparable. In addition, prior to the Charter
Acquisition, Avalon Cable of Michigan Holdings, Inc. acquired Mercom, Inc., and
the Company acquired eight other cable systems. These transactions further
complicate comparison of the above results.

         REVENUES. Revenues increased $10.0 million, or 12.5%, to $90.2 million
for the nine months ended September 30, 2000, from $80.2 million for the nine
months ended September 30, 1999. This increase in revenues primarily resulted
from the increase in customers due to acquisitions.

         OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES.  Operating, general and
administrative  expenses  increased $1.4 million,  or 3.1%, to $46.5 million for
the nine months ended September 30, 2000, from $45.1 million for the nine months
ended  September  30,  1999.  This  increase was  primarily  due to increases in
license fees paid for programming due in part to an increase in license fees per
subscriber  paid to  programmers  and in part to an  increase  in the  number of
channels available to subscribers.

         DEPRECIATION AND AMORTIZATION EXPENSE. Depreciation and amortization
expense increased $29.5 million, or 87.8%, to $63.1 million for the nine months
ended September 30, 2000, from $33.6 million for the nine months ended September
30, 1999. This increase resulted from the Charter Acquisition and the
application of push-down accounting, which significantly increased the carrying
value of franchises.

         CORPORATE EXPENSE CHARGES - RELATED PARTIES. These charges for the nine
months ended September 30, 2000, represent costs incurred by Charter Investment,
Inc. and Charter Communications, Inc. on the Company's behalf.

         INTEREST EXPENSE. Interest expense decreased by $13.2 million, or
38.4%, to $21.2 million for the nine months ended September 30, 2000, from $34.3
million for the nine months ended September 30, 1999. This













                                       13
<PAGE>   14

decrease was due to a decrease in debt outstanding. In January 2000, pursuant to
a change of control offer, 134,050 of the Company's 9.375% Senior Subordinated
Notes due 2008 were repurchased. In addition to the above change of control
repurchase, the Company repurchased the remaining 15,950 notes in the open
market. Also pursuant to a change of control offer, 16,250 of the Company's
11.875% Senior Discount Notes due 2008 were repurchased.

         BENEFIT FROM INCOME TAXES. Prior to the Charter Acquisition, the
Company filed a consolidated income tax return and recorded a tax benefit at the
Company's statutory tax rate. After the Charter Acquisition, the Company and
most of its subsidiaries are limited liability companies, and all income taxes
are the responsibility of the equity member of the Company and are not provided
for in the financial statements. Certain subsidiaries or corporations are
subject to income taxes but have no operations and, therefore, no material
income tax liabilities or assets.

         NET LOSS. Net loss increased by $11.2 million for the nine months ended
September 30, 2000, compared to the nine months ended September 30, 1999. The
increase in revenues and the decrease in interest expense were not sufficient to
offset the increases in operating, general and administrative expenses,
depreciation and amortization expenses, and the lack of a tax benefit as
discussed above.

























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<PAGE>   15


                           PART II. OTHER INFORMATION.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

         (a) Exhibits (listed by numbers corresponding to the exhibit table in
Item 601 of Regulation S-K):

                 27.1 Financial Data Schedule (supplied for the information of
the Commission).*

----------

       *  Filed herewith.


       (b) Reports on Form 8-K.




           No reports on form 8-K were filed during the quarter ended September
30, 2000.














                                       15
<PAGE>   16


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.




                               CC V HOLDINGS, LLC


Dated November 13, 2000        By:    CHARTER COMMUNICATIONS, INC.,
                                      ------------------------------
                                      its Manager

                               By:    /s/ Kent D. Kalkwarf
                                      ------------------------------
                                      Name:  Kent D. Kalkwarf
                                      Title: Executive Vice President and
                                             Chief Financial Officer (Principal
                                             Financial Officer and Principal
                                             Accounting Officer) of Charter
                                             Communications, Inc. (Manager)
                                             and CC V Holdings, LLC



                               CC V HOLDINGS FINANCE, INC.

Dated November 13, 2000        By:     /s/ Kent D. Kalkwarf
                                       -----------------------------
                                       Name:  Kent D. Kalkwarf
                                       Title: Executive Vice President and
                                              Chief Financial Officer (Principal
                                              Financial Officer and Principal
                                              Accounting Officer)
















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