<PAGE>   1
                       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 March 31, 2001.

                                       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


<TABLE>
<CAPTION>

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

                FORM 10-Q - FOR THE QUARTER ENDED March 31, 2001
                                      INDEX
                -------------------------------------------------
                                                                                                        Page
Part I.   Financial Information                                                                         -----
          ---------------------

<S>                                                                                                  <C>
          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.                                                                 10

Part II.  Other Information
          -----------------

          Item 5. Other Information                                                                      14

          Item 6. Exhibits and Reports on Form 8-K.                                                      14

Signatures.                                                                                              15

</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.

<TABLE>
<CAPTION>

                       CC V Holdings, LLC and Subsidiaries
                           Consolidated Balance Sheets
                             (Dollars in thousands)
                                                                                                March 31, 2001   December 31, 2000
                                                                                                --------------   -----------------
ASSETS                                                                                                    (Unaudited)
<S>                                                                                                <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                                       $   10,856       $   11,232
   Accounts receivable, less allowance for doubtful
    accounts of $1,416 and $1,948, respectively                                                         9,136           12,464
    Prepaid expenses and other                                                                          1,010            1,021
                                                                                                   ----------       ----------
                Total current assets                                                                   21,002           24,717
                                                                                                   ==========       ==========

INVESTMENT IN CABLE PROPERTIES:
  Property, plant and equipment, net of accumulated
   depreciation of $125,970 and $140,234, respectively                                                640,438          712,186
  Franchises, net of accumulated amortization of $249,274 and
   $245,433, respectively                                                                           3,250,617        3,812,341
                                                                                                   ----------       ----------
                                                                                                    3,891,055        4,524,527
                                                                                                   ----------       ----------

OTHER ASSETS                                                                                            7,400            4,358
                                                                                                   ----------       ----------
                                                                                                   $3,919,457       $4,553,602
                                                                                                   ==========       ==========

LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                                                           $  148,051       $  221,469
   Payable to manager                                                                                    --            896,277
                                                                                                   ----------       ----------
Total current liabilities                                                                             148,051        1,117,746
                                                                                                   ----------       ----------

LONG-TERM DEBT                                                                                      1,141,594        1,058,224

OTHER LONG-TERM LIABILITIES                                                                            10,294           13,691

MINORITY INTEREST                                                                                     643,685          640,526

MEMBER'S EQUITY - 100 units issued and outstanding                                                  1,975,833        1,723,415
                                                                                                   ----------       ----------
                                                                                                   $3,919,457       $4,553,602
                                                                                                   ==========       ==========
</TABLE>





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


-----------
                                       4




<PAGE>   5





                       CC V Holdings, LLC and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
                             (Dollars in thousands)


<TABLE>
<CAPTION>

                                                           Three Months Ended      Three Months Ended
                                                            March 31, 2001          March 31, 2000
                                                           -------------------     -------------------
<S>                                                    <C>                      <C>
REVENUES                                                           $ 121,061                $  85,093
                                                           -------------------     -------------------

OPERATING EXPENSES:
    Operating, general and administrative                             65,147                   45,171
    Depreciation and amortization                                    116,135                   71,894
    Corporate expense charges - related parties                        1,951                      688
                                                           -------------------     -------------------
                                                                     183,233                  117,753
                                                           -------------------     -------------------

          Loss from operations                                       (62,172)                 (32,660)

OTHER INCOME (EXPENSE):
    Interest expense                                                 (25,829)                 (22,425)
    Interest income                                                        1                     --
    Other, net                                                          (110)                      11
                                                           -------------------     -------------------
                                                                     (25,938)                 (22,414)

           Loss before minority interest                             (88,110)                 (55,074)

  Minority interest                                                   (3,159)                  (1,552)
                                                           -------------------     -------------------
           Net loss                                                $ (91,269)               $ (56,626)
                                                           ===================     ===================
</TABLE>



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


                                       5


<PAGE>   6




<TABLE>
<CAPTION>

                       CC V Holdings, LLC and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

                                                                                    Three Months Ended    Three Months Ended
                                                                                      March 31, 2001        March 31, 2000
                                                                                    ------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>                    <C>
    Net loss                                                                         $   (91,269)             $ (56,626)
    Adjustments to reconcile net loss to net cash provided by operating
      activities:
           Depreciation and amortization                                                 116,135                 71,894
           Minority interest in loss of subsidiary                                         3,159                  1,552
           Non-cash interest expense                                                       3,620                  3,655
    Changes in assets and liabilities, net of effects from dispositions:
           Accounts receivable                                                             2,021                 (9,144)
           Prepaid expenses and other                                                     (3,968)                 1,441
           Accounts payable and accrued expenses                                         (36,045)                13,032
           Payables to manager of cable systems - related parties                         10,484                  7,210
    Other operating activities                                                            (3,398)                  --
                                                                                    ------------------    ------------------
               Net cash provided by operating activities                                     739                 33,014
                                                                                    ------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of property, plant and equipment                                         (69,042)               (16,931)
       Other investing activities                                                             (4)                  --
                                                                                    ------------------    ------------------
                  Net cash used in investing activities                                  (69,046)               (16,931)
                                                                                    ------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Borrowings of long-term debt                                                    1,030,000                181,000
       Repayments of long-term debt                                                     (950,135)              (127,128)
       Loans to related parties                                                               --                (42,000)
       Payments for debt issuance costs                                                   (4,246)                   --
       Other                                                                              (7,688)                   --
                                                                                    ------------------    ------------------
                 Net cash provided by financing activities                                67,931                 11,872
                                                                                    ------------------    ------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                   (376)                27,955
CASH AND CASH EQUIVALENTS, beginning of period                                            11,232                  6,806
                                                                                    ------------------    ------------------
CASH AND CASH EQUIVALENTS, end of period                                             $    10,856              $  34,761
                                                                                    ==================    ==================

NON-CASH TRANSACTIONS:
       Contribution from parent of intercompany receivable recorded as
          equity contribution                                                        $   394,801              $     --
                                                                                    ==================    ==================
       Transfer of cable systems to other Charter Holdings
           subsidiaries                                                              $   578,448              $     --
                                                                                    ==================    ==================
       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.



                                       6


<PAGE>   7




                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (Dollars in thousands, except where indicated)


1.    Organization

      On November 15, 1999, Charter Communications Holding Company, LLC (Charter
Holdco), a direct subsidiary of Charter Communications, Inc. (Charter), acquired
all of the equity  interests of Avalon Cable, LLC (now known as CC V Holdings or
the Company) and Avalon Cable Holdings Finance,  Inc. Effective January 1, 2000,
these acquired  interests were transferred to Charter  Communications  Holdings,
LLC (Charter Holdings), a wholly owned subsidiary of Charter Holdco.

      Effective in December 2000, Charter Holdings contributed all of its equity
interests in CC VIII, LLC (Bresnan) to CC V Holdings, resulting in CC V Holdings
becoming the parent of Bresnan.  The Company  accounted for the  contribution of
Bresnan as a reorganization of entities under common control in a manner similar
to a pooling of interests.  Accordingly, the accounts of Bresnan are included in
the consolidated  financial  statements from February 15, 2000, the date Bresnan
was first acquired by Charter Holdco.  The accompanying  consolidated  financial
statements include the accounts of CC V Holdings, its wholly owned subsidiaries,
and the  accounts  of Bresnan  since  February  15,  2000 (the date  acquired by
Charter Holdco).  CC V Holdings is a Delaware  limited  liability  company.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

      Effective  on January 2, 2001,  the Company  entered  into  certain  cable
system swap transactions with other subsidiaries of Charter Holdings. Such cable
systems  swaps were  effected in order to  increase  operational  efficiency  by
swapping systems into the subsidiaries,  which are physically located closest to
them. The Company  accounted for the 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
November 15,  1999,  the date the Company was  acquired by Charter  Holdco,  the
consolidated  financial statements of CC V Holdings include the accounts of four
systems  that were  transferred  into the Company  from other  Charter  Holdings
subsidiaries.  Also,  on January 2, 2001,  the Company  transferred  five of its
systems  to  other  Charter  Holdings  as part  of the  swap  transactions.  The
disposition  of  such  systems  by  the  Company  was  recorded  as  a  non-cash
transaction with related parties in the three months ended March 31, 2001.

      As of March 31, 2001, the Company owns and operates cable systems  serving
approximately 907,000 (unaudited) customers. The Company currently offers a full
array of traditional  analog cable services and advanced bandwidth services such
as digital  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 Michigan,
Minnesota and Wisconsin and in the New England area.

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.



                                       7


<PAGE>   8




      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, 2000.

3.    Acquisitions

      In February  2000,  Charter  Holdings  acquired  certain cable systems for
$13.0 million and contributed those assets to the Company,  increasing equity by
$13.0  million.  The systems  acquired  serve  approximately  6,000  (unaudited)
customers located in Minnesota at December 31, 2000. In September 2000,  Bresnan
acquired  cable  systems for a purchase  price of $13.2  million.  These systems
acquired serve approximately 7,100 (unaudited) customers located in Minnesota at
December 31, 2000.  These  acquisitions  were  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 $21.5 million.

      In February 2000, Charter Holdco acquired the cable systems of Bresnan and
immediately  transferred  its equity in these cable systems to Charter  Holdings
(the "Bresnan Acquisition").  In December 2000, Charter Holdings contributed all
of its  equity  interests  in  Bresnan  to CC V  Holdings  (the  "Bresnan/Avalon
Combination"),  increasing  equity by $1.4 billion (See Note 1).  Charter Holdco
acquired these cable systems for a purchase price of approximately $1.1 billion,
net of cash acquired, excluding debt assumed of $963.0 million and equity issued
by  Charter  Holdco  and  preferred  equity  issued by a  subsidiary  of Charter
Holdings of $384.6  million and $629.5  million,  respectively.  Charter  Holdco
allocated the purchase price to assets acquired and liabilities assumed based on
their  relative fair values,  including  amounts  assigned to franchises of $2.8
billion. In connection with the Bresnan/Avalon Combination, the company with the
preferred equity became a subsidiary of the Company.

      Unaudited  pro forma  operating  results as though  the 2000  acquisitions
discussed above, the Bresnan/Avalon Combination,  the dispositions of five cable
systems to other  Charter  Holdings  subsidiaries  as  discussed in Note 1, with
adjustments to give effect to amortization of franchises,  interest  expense and
certain other adjustments are as follows:


                                                     Three Months Ended
                                                          March 31,
                                                            2000
                                                            ----

         Revenues.....................................    $120,061
         Loss from operations.........................     (38,967)
         Net loss.....................................     (70,258)

      The  unaudited pro forma  financial  information  presented  for
comparative purposes and does not purport to be indicative of the results of
operations  had these  transactions  been  completed  as of the  assumed  date
or  which  may be obtained in the future.






                                       8

<PAGE>   9


4.    Long term debt

      In connection  with the  Bresnan/Avalon  combination  in January 2001, all
amounts due under the Avalon credit facilities were repaid using borrowings from
the Bresnan credit facilities and the Avalon credit facilities were terminiated.
In addition,  the Bresnan credit  facilities were amended and restated to, among
other things, increase borrowing availability by $550 million.





      Long term debt consists of the following:


                                                   March 31,     December 31,
                                                      2001          2000
                                                   -----------   ------------
         CCVIII Operating  credit  facility
         (Bresnan)                                 $1,005,000     $712,400
         CCV Holdings (Avalon) senior
         discount notes                               135,677      131,273
         Avalon credit facility                           --       213,000
         Other                                            917        1,551
                                                   ----------    ----------
                                                   $1,141,594    $1,058,224
                                                    ==========   ==========


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 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.



                                       9

<PAGE>   10




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:

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



                                       10


<PAGE>   11




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>

                                                    Three Months Ended         Three Months Ended
                                                      March 31, 2001            March 31, 2000
                                                  -----------------------    --------------------

                                                     Amount          %       Amount          %
                                                     ------         ---      ------         ---
Statement of Operations:
<S>                                                <C>             <C>     <C>             <C>
Revenues                                           $ 121,061       100.0   $  85,093       100.0
                                                   ----------      ------   ---------      -------

Operating expenses:
   Operating, general and administrative              65,147        53.8      45,171        53.1
   Depreciation and amortization                     116,135        95.9      71,894        84.5
   Corporate expense charges - related parties         1,951         1.6         688          .1
                                                   ----------      ------   ---------      -------
                                                     183,233       151.3     117,753       137.7
                                                   ----------      ------   ---------      -------

Loss from operations                                 (62,172)      (51.3)    (32,660)      (37.7)

Other income (expense):
   Interest expense                                  (25,829)      (21.3)    (22,425)      (26.4)
   Interest income                                         1      --            --        --
   Other, net                                           (110)       (0.1)         11          .1
                                                   ----------      ------   ---------      -------
                                                     (25,938)      (21.4)    (22,414)      (26.3)
                                                   ----------      ------   ---------      -------

Loss before minority interest                        (88,110)      (72.7)    (55,074)      (64.0)

    Minority interest                                 (3,159)       (2.6)     (1,552)       (1.8)
                                                   ----------      ------   ---------      -------

Net loss                                           $ (91,269)      (75.3)  $ (56,626)      (65.8)
                                                   ==========      ======  ==========      =======
</TABLE>

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


                                      Three Months Ended     Three Months Ended
                                        March 31, 2001         March 31, 2000
                                      --------------------   ------------------

EBITDA (a)                                    $   53,853      $   39,245
Adjusted EBITDA (b)                               55,804          39,933
Homes Passed (at period end) (c)               1,396,271       1,616,630
Basic Customers (at period end) (d)              959,018       1,097,705
Basic Penetration (at period end) (e)               68.7%           67.9%
----------



                                       11

<PAGE>   12



(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.

(c) Homes passed are the number of living units, such as single residence homes,
apartments and condominium units, passed by the cable distribution  network in a
given cable system service area.

(d) Basic customers are customers who receive basic cable service.

(e) Basic  penetration  represents  basic  customers  as a  percentage  of homes
passed.


Comparison of Results

      As a result of the  Bresnan/Avalon  combination,  the Company's  financial
statements were restated  beginning on the date of Charter Holdco's  acquisition
of Bresnan,  February 15, 2000.  In  addition,  on January 2, 2001,  the Company
transferred five of its cable systems to other Charter Holdings  subsidiaries in
the cable system swap transactions  discussed in Note 1 to the interim unaudited
financial statements. Therefore, the financial results for the periods presented
above are not  comparable  as the March 31, 2000 period  only  includes  Bresnan
results for  approximately  1 1/2 months,  beginning  February  15, 2000 and the
March 31, 2001  period  does not  include the results of the five cable  systems
transferred to other Charter Holdings subsidiaries.

      Revenues.  Revenues  increased $36.0 million,  or 42.3%, to $121.1 million
for the three  months  ended March 31,  2001,  from $85.1  million for the three
months ended March 31, 2000.  The increase in revenues  primarily  resulted from
the Bresnan/Avalon  combination.  Increases in digital and cable modem customers
also contributed to the increase as a result of increased  marketing efforts and
strong demand for these  services.  These  increases  were  partially  offset by
decreased  revenues due to the transfer of five cable  systems to other  Charter
Holdings subsidiaries on January 2, 2001.

      Operating,  general and administrative  expenses.  Operating,  general and
administrative  expenses increased $19.9 million, or 44.0%, to $65.1 million for
the three months ended March 31, 2001,  from $45.2  million for the three months
ended March 31,  2000.  The  increase was  primarily  due to the  Bresnan/Avalon
combination as well as continued inflationary increases in license fees paid for
programming   coupled  with  an  increased  number  of  channels   available  to
subscribers.  These  increases  were  partially  offset by  decreased



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<PAGE>   13



operating  expenses due to the transfer of five cable  systems to other  Charter
Holdings subsidiaries on January 2, 2001.

      Depreciation  and  amortization  expense.  Depreciation  and  amortization
expense  increased  $44.2  million,  or 61.5%,  to $116.1  million for the three
months ended March 31, 2001, from $71.9 million for the three months ended March
31,  2000.  The  increase  was the result of greater  capital  expenditures  for
upgrade  and  rebuild   activities  in  2001  as  well  as  the   Bresnan/Avalon
combination, which increased the carrying value of property, plant and equipment
and franchises.  These  increases were partially  offset by decreases due to the
transfer of five cable systems to other Charter Holdings subsidiaries on January
2, 2001.

      Corporate  expense charges - related parties.  These charges for the three
months  ended  March 31,  2001 and 2000,  represent  costs  incurred  by Charter
Investment, Inc. and Charter Communications, Inc. on our behalf.

      Interest expense. Interest expense increased by $3.4 million, or 15.2%, to
$25.8 million for the three months ended March 31, 2001,  from $22.4 million for
the three  months ended March 31, 2000.  The  increase was  primarily  due to an
increase in weighted  average debt  outstanding  in the quarter  ended March 31,
2001  compared  to the quarter  ended  March 31, 2000 due to the  Bresnan/Avalon
combination.  These  increases  were  partially  offset by decreases  due to the
transfer of five cable systems to other Charter Holdings subsidiaries on January
2, 2001.

      Minority  interest.  Minority  interest  represents  the  accretion of the
preferred  membership units in an indirect subsidiary of Charter Holdings issued
to  certain  Bresnan  sellers.  These  membership  units are  exchangeable  on a
one-for-one basis for shares of Class A common stock of Charter  Communications,
Inc.

      Net loss.  Net loss  increased by $34.6 million for the three months ended
March 31, 2001, compared to the three months ended March 31, 2000 as a result of
the combination of factors discussed above.



                                       13


<PAGE>   14




                           PART II. OTHER INFORMATION.

Item 5.  Other Information

     Effective  on January 2, 2001,  the Company  entered  into  certain  cable
system swap transactions with other subsidiaries of Charter Holdings. Such cable
systems  swaps were  effected in order to  increase  operational  efficiency  by
swapping systems into the subsidiaries,  which are physically located closest to
them. The Company  accounted for the 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
November 15,  1999,  the date the Company was  acquired by Charter  Holdco,  the
consolidated  financial statements of CC V Holdings include the accounts of four
systems  that were  transferred  into the Company  from other  Charter  Holdings
subsidiaries.  Also,  on January 2, 2001,  the Company  transferred  five of its
systems to other Charter Holdings subsidiaries as part of the swap transactions.
The  disposition  of such  systems by the  Company  was  recorded  as a non-cash
transaction  with related  parties in the three months ended March 31, 2001. Had
the  dispositions of such systems  occurred on January 1, 2000,  revenues,  loss
from  operations  and net loss for the year ended  December  31, 2000 would have
been $435.1 million, $(133.3) million and $(256.2) million, respectively.

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):

            10.30 (a), (b), & (c)   Swap Agreements

      (b)   Reports on Form 8-K.

            No reports on Form 8-K were filed during the quarter ended March 31,
            2001.



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<PAGE>   15




                                   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 May 23, 2001              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 May 23, 2001              By:  /s/ Kent D. Kalkwarf
                                     ------------------------------------------
                                     Name:   Kent D. Kalkwarf
                                     Title:  Executive Vice President and
                                             Chief Financial Officer (Principal
                                             Financial Officer and Principal
                                             Accounting Officer)


                                       15