<PAGE>

================================================================================

                                  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 June 30, 2002

                                       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*
                          CC V 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.)

         12405 POWERSCOURT DRIVE
           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
    ---    ---

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.


================================================================================

                                       1
<PAGE>
                               CC V HOLDINGS, LLC
                           CC V HOLDINGS FINANCE, INC.

                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002

                                TABLE OF CONTENTS

                                                                           PAGE

Part I.  Financial Information

         Item 1. Financial Statements - CC V Holdings, LLC
                 and Subsidiaries                                            3
         Item 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations              11
         Item 3. Quantitative and Qualitative Disclosures
                 about Market Risk.                                         17

Part II. Other Information

         Item 6. Exhibits and Reports on Form 8-K                           19

Signatures.                                                                 20

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
during the periods reported. Accordingly, management has determined that such
financial statements
are not material.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended, regarding, among other things, our
plans, strategies and prospects, both business and financial. Although we
believe that our plans, intentions and expectations reflected in or suggested by
these forward-looking statements are reasonable, we cannot assure you that we
will achieve or realize these plans, intentions or expectations. Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. Many
of the forward-looking statements contained in this Quarterly Report may be
identified by the use of forward-looking words such as "believe," "expect,"
"anticipate," "should," "planned," "will," "may," "intend," "estimated," and
"potential," among others. Important factors that could cause actual results to
differ materially from the forward-looking statements we make in this Quarterly
Report are set forth in this Quarterly Report and in other reports or documents
that we file from time to time with the United States Securities and Exchange
Commission or the SEC, and include, but are not limited to:

         -        our plans to achieve growth by offering advanced products and
                  services;

         -        our anticipated capital expenditures for our upgrades and new
                  equipment and facilities;

         -        our ability to fund capital expenditures and any future
                  acquisitions;

         -        the effects of governmental regulation on our business;

         -        our ability to compete effectively in a highly competitive and
                  changing environment;

         -        our ability to sustain customers;

         -        our ability to obtain programming as needed and at reasonable
                  prices;

         -        our ability to continue to do business with existing vendors,
                  particularly high-tech companies that do not have a long
                  operating history; and

         -        general business and economic conditions, particularly in
                  light of the uncertainty stemming from the armed conflict
                  related to the September 11, 2001 terrorist activities in the
                  United States.

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

                                       2
<PAGE>
                         PART I. FINANCIAL INFORMATION.
                          ITEM 1. FINANCIAL STATEMENTS.

                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     JUNE 30,        DECEMBER 31,
                                                                       2002              2001
                                                                       ----              ----
                                                                    (UNAUDITED)
<S>                                                                <C>               <C>
                                 ASSETS

CURRENT ASSETS:
    Accounts receivable, less allowance for doubtful
      accounts of $1,593 and $2,520, respectively                  $   11,106        $   11,692
    Receivable from manager - related party                            33,625            22,419
    Prepaid expenses and other current assets                             945             1,894
                                                                   ----------        ----------
             Total current assets                                      45,676            36,005
                                                                   ----------        ----------
INVESTMENT IN CABLE PROPERTIES:
    Property, plant and equipment, net of accumulated
      depreciation of $260,769 and $211,107, respectively             803,667           792,157
    Franchises, net of accumulated amortization of $422,766
          and $421,633, respectively                                3,087,858         3,088,958
                                                                   ----------        ----------
             Total investment in cable properties, net              3,891,525         3,881,115
                                                                   ----------        ----------
OTHER ASSETS                                                            9,590             7,845
                                                                   ----------        ----------
                   Total assets                                    $3,946,791        $3,924,965
                                                                   ==========        ==========

                    LIABILITIES AND MEMBER'S EQUITY

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                          $  130,859        $  166,227
                                                                   ----------        ----------
             Total current liabilities                                130,859           166,227
                                                                   ----------        ----------
LONG-TERM DEBT                                                      1,250,155         1,229,605

LOANS PAYABLE-RELATED PARTY                                                --            27,000

OTHER LONG-TERM LIABILITIES                                            26,097            12,275

MINORITY INTEREST                                                     661,358           654,863

MEMBER'S EQUITY                                                     1,878,322         1,834,995
                                                                   ----------        ----------
                     Total liabilities and member's equity         $3,946,791        $3,924,965
                                                                   ==========        ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED JUNE 30,

                                                                        --------
                                                                2002              2001
                                                                ----              ----
                                                                      (UNAUDITED)
<S>                                                          <C>               <C>
REVENUES                                                     $ 152,121         $ 128,031
                                                             ---------         ---------
OPERATING EXPENSES:
    Operating (excluding those items listed below)              54,301            43,033
    Selling, general and administrative                         28,611            23,786
    Depreciation and amortization                               59,704           113,983
    Corporate expense charges - related party                    2,191             1,960
                                                             ---------         ---------
                                                               144,807           182,762
                                                             ---------         ---------
          Income (loss) from operations                          7,314           (54,731)

OTHER INCOME (EXPENSE):
    Interest expense, net                                      (21,988)          (23,364)
    Gain (loss) on derivative and hedging instruments          (15,994)              530
    Other, net                                                     (53)             (405)
                                                             ---------         ---------
                                                               (38,035)          (23,239)
                                                             ---------         ---------
           Loss before minority interest                       (30,721)          (77,970)

  Minority interest                                             (3,265)           (3,196)
                                                             ---------         ---------
           Net loss                                          $ (33,986)        $ (81,166)
                                                             =========         =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED JUNE 30,
                                                              -------------------------
                                                                2002             2001
                                                                ----             ----
                                                                     (UNAUDITED)
<S>                                                          <C>               <C>
REVENUES                                                     $ 291,153         $ 249,092
                                                             ---------         ---------
OPERATING EXPENSES:
    Operating (excluding those items listed below)             105,369            85,145
    Selling, general and administrative                         56,202            46,821
    Depreciation and amortization                              121,908           230,118
    Corporate expense charges - related party                    4,187             3,912
                                                             ---------         ---------
                                                               287,666           365,996
                                                             ---------         ---------
          Income (loss) from operations                          3,487          (116,904)

OTHER INCOME (EXPENSE):
    Interest expense, net                                      (42,153)          (49,191)
    Gain (loss) on derivative and hedging instruments          (10,519)              530
    Other, net                                                     181              (515)
                                                             ---------         ---------
                                                               (52,491)          (49,176)
                                                             ---------         ---------
           Loss before minority interest                       (49,004)         (166,080)

  Minority interest                                             (6,495)           (6,355)
                                                             ---------         ---------
           Net loss                                          $ (55,499)        $(172,435)
                                                             =========         =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
                       CC V HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED JUNE 30,
                                                                                -------------------------
                                                                                2002                2001
                                                                                ----                ----
                                                                                       (UNAUDITED)
<S>                                                                          <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                 $ (55,499)        $  (172,435)
    Adjustments to reconcile net loss to net cash flows from
      operating activities:
           Depreciation and amortization                                       121,908             230,118
           Minority interest                                                     6,495               6,355
           Noncash interest expense                                              8,955               7,378
           Loss (gain) on derivative and hedging instruments                    10,519                (530)
    Changes in operating assets and liabilities:
           Accounts receivable                                                     586               2,018
           Receivables from and payables to manager - related party            (11,206)             (9,238)
           Prepaid expenses and other current assets                            (2,708)             (6,677)
           Accounts payable and accrued expenses                               (37,137)            (34,108)
    Other operating activities                                                    (870)             (2,336)
                                                                             ---------         -----------
               Net cash flows from operating activities                         41,043              20,545
                                                                             ---------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property, plant and equipment                             (125,888)           (159,679)
       Other investing activities                                                   --              (1,567)
                                                                             ---------         -----------
                Net cash flows from investing activities                      (125,888)           (161,246)
                                                                             ---------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Borrowings of long-term debt                                            182,000           1,093,000
       Repayments of long-term debt                                           (169,249)         (1,018,000)
       Borrowings from related party                                            38,060                  --
       Repayments to related party                                             (65,060)                 --
       Repayments of bonds                                                        (169)               (168)
       Payments for debt issuance costs                                         (3,704)             (4,246)
       Contributions from manager - related party                              108,967              83,403
       Distributions to manager - related party                                 (6,000)            (16,159)
                                                                             ---------         -----------
                 Net cash flows from financing activities                       84,845             137,830
                                                                             ---------         -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                             --              (2,871)

CASH AND CASH EQUIVALENTS, beginning of period                                      --              11,232
                                                                             ---------         -----------
CASH AND CASH EQUIVALENTS, end of period                                     $      --         $     8,361
                                                                             =========         ===========
CASH PAID FOR INTEREST                                                       $  33,580         $    59,672
                                                                             =========         ===========
NONCASH TRANSACTIONS:
   Transfer of cable systems to other Charter Holdings subsidiaries          $      --         $   578,448
                                                                             =========         ===========
   Forgiveness of intercompany liabilities by parent company recorded
      as equity contribution                                                 $      --         $   394,801
                                                                             =========         ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>
1. ORGANIZATION AND BASIS OF PRESENTATION

         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, LLC and referred to herein as CC V Holdings or the Company) and Avalon
Cable Holdings Finance, Inc. (now known as CC V 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 (CC VIII, formerly known as Bresnan) to CC V Holdings,
resulting in CC V Holdings becoming the parent company of CC VIII. The Company
accounted for the contribution of CC VIII as a reorganization of entities under
common control in a manner similar to a pooling of interests. In 2001, Charter
Holdings released the Company from its obligation to repay $394.8 million,
representing original borrowings from Charter Holdings plus interest. The
Company recorded the $394.8 million as an equity contribution. 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 subsidiaries as part of the swap transactions.
The disposition of such systems by the Company was recorded as a noncash
transaction with related parties for the year ended December 31, 2001.

         As of June 30, 2002, the Company owns and operates cable systems
serving approximately 955,500 customers. The Company provides a full range of
traditional analog television services to the home, along with advanced
broadband services, including television on an advanced digital programming
platform and high-speed Internet access. The Company also provides commercial
high-speed data, video and Internet solutions as well as advertising sales and
production services. The Company operates primarily in the states of Michigan,
Minnesota and Wisconsin and in the New England area.

Reclassifications

         Certain 2001 amounts have been reclassified to conform with the 2002
presentation.

2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

          The accompanying consolidated financial statements of the Company have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the rules and regulations of
the Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures typically included in the Company's Annual Report on Form
10-K have been condensed or omitted for this Quarterly Report. The accompanying
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.

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

3. LONG-TERM DEBT

          In January 2001, all amounts due under the CC V Holdings credit
facilities were repaid using borrowings from the CC VIII Operating credit
facilities and the CC V Holdings credit facilities were terminated. In addition,
the

                                       7
<PAGE>
CC VIII Operating credit facilities were amended and restated to, among other
things, increase borrowing availability by $550.0 million to $1.45 billion. The
credit facilities were further amended and restated on January 3, 2002 and
provided for borrowings of up to $1.55 billion which were reduced to $1.52
billion as of June 30, 2002.

         Long-term debt consists of the following as of the dates presented (in
thousands):

<TABLE>
<CAPTION>
                                                     JUNE 30,     DECEMBER 31,
                                                       2002           2001
                                                       ----           ----
<S>                                                 <C>           <C>
           CC VIII Operating credit facilities      $1,094,751    $1,082,000
           CC V Holdings senior discount notes         154,260       146,292
           Other                                         1,144         1,313
                                                    ----------    ----------
                                                    $1,250,155    $1,229,605
                                                    ==========    ==========
</TABLE>

4.  INTANGIBLE ASSETS

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142, among other things, eliminates the amortization of
goodwill and indefinite-lived intangible assets. The Company has sufficiently
upgraded the technological state of its cable systems and now has sufficient
experience with the local franchise authorities where it acquired franchises to
conclude that substantially all of its franchises will be renewed indefinitely.

         On January 1, 2002, the Company adopted SFAS No. 142. Accordingly,
beginning January 1, 2002, all franchises that qualify for indefinite life
treatment under SFAS No. 142 are no longer being amortized against earnings and
will be tested for impairment annually, or more frequently as warranted by
events or changes in circumstances. During the first quarter of 2002, the
Company had an independent appraisal performed to determine the valuations of
its franchises as of January 1, 2002. Franchises were aggregated into
essentially inseparable reporting units to conduct the valuations. The appraisal
determined that the fair value of each of the Company's reporting units exceeded
their carrying amount. As a result, no impairment charge was recorded upon
adoption.

         The effect of the adoption of SFAS No. 142 as of June 30, 2002 and
December 31, 2001 is presented in the following table (in thousands):

<TABLE>
<CAPTION>
                                               JUNE 30, 2002                                      DECEMBER 31, 2001
                                               -------------                                      -----------------
                              GROSS                               NET              GROSS                              NET
                             CARRYING        ACCUMULATED        CARRYING          CARRYING         ACCUMULATED      CARRYING
                              AMOUNT         AMORTIZATION        AMOUNT            AMOUNT          AMORTIZATION      AMOUNT
                              ------         ------------        ------            ------          ------------      ------
<S>                          <C>             <C>               <C>               <C>               <C>             <C>
INDEFINITE-LIVED
INTANGIBLE ASSETS:
   Franchises with
     indefinite lives        $3,484,833        $418,539        $3,066,294        $3,484,833        $418,539        $3,066,294

FINITE-LIVED
INTANGIBLE ASSETS:
   Franchises with
     finite lives                25,791           4,227            21,564            25,758           3,094            22,664
                             ----------        --------        ----------         ---------        --------        ----------
   Total franchises          $3,510,624        $422,766        $3,087,858        $3,510,591        $421,633        $3,088,958
                             ==========        ========        ==========         =========        ========        ==========
</TABLE>

         Franchise amortization expense for the six months ended June 30, 2002
was $1.1 million which represents the amortization relating to franchises that
did not qualify for indefinite-life treatment under SFAS No. 142 and costs
associated with franchise renewals. Certain franchises did not qualify for
indefinite-life treatment due to technological or operational factors that limit
their lives. These costs will be amortized on a straight-line basis over 10
years, which represents management's best estimate of the remaining lives of
such franchises. For each of the next five years, amortization expense relating
to these franchises is expected to be approximately $2.3 million.

                                       8
<PAGE>
         As required by SFAS No. 142, the standard has not been retroactively
applied to the results for the period prior to adoption. A reconciliation of net
loss for the three and six months ended June 30, 2002 and 2001, as if SFAS No.
142 had been adopted as of January 1, 2001, is presented below (in thousands):

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                      JUNE 30,                     JUNE 30,
                                                                      --------                     --------
                                                                 2002           2001           2002            2001
                                                                 ----           ----           ----            ----
<S>                                                            <C>            <C>            <C>            <C>
NET LOSS:
   Reported net loss                                           $(33,986)      $(81,166)      $(55,499)      $(172,435)
   Add back: amortization of indefinite-lived franchises              -         61,363              -         116,509
                                                               --------       --------       --------       ---------
   Adjusted net loss                                           $(33,986)      $(19,803)      $(55,499)      $ (55,926)
                                                               ========       ========       ========       =========
</TABLE>

5. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         The Company uses interest rate risk management derivative instruments,
such as interest rate swap agreements (referred to herein as interest rate
agreements) as required under the terms of its credit facilities. The Company's
policy is to manage interest costs using a mix of fixed and variable rate debt.
Using interest rate swap agreements, the Company agrees to exchange, at
specified intervals through 2006, the difference between fixed and variable
interest amounts calculated by reference to an agreed-upon notional principal
amount.

         The Company has certain interest rate derivative instruments that have
been designated as cash flow hedging instruments. Such instruments are those
which effectively convert variable interest payments on debt instruments into
fixed payments. For qualifying hedges, derivative gains and losses are offset
against related results on hedged items in the consolidated statements of
operations. The Company has formally documented, designated and assessed the
effectiveness of transactions that receive hedge accounting. For the three and
six months ended June 30, 2002, other expense includes losses of $1.3 million
which represent cash flow hedge ineffectiveness on interest rate hedge
agreements arising from differences between the critical terms of the agreements
and the related hedged obligations. For the three and six months ended June 30,
2001, there was no interest rate hedge agreements designated as cash flow
hedges. Changes in the fair value of interest rate agreements designated as
hedging instruments of the variability of cash flows associated with
floating-rate debt obligations are reported in accumulated other comprehensive
loss on the accompanying consolidated balance sheets. As of June 30, 2002 and
December 31, 2001, included in accumulated other comprehensive income was a loss
of $0.5 million and a gain of $3.7 million, respectively, related to derivative
instruments designated as cash flow hedges. The amounts are subsequently
reclassified into interest expense as a yield adjustment in the same period in
which the related interest on the floating-rate debt obligations affects
earnings or losses.

         Certain interest rate derivative instruments are not designated as
hedges as they do not meet the effectiveness criteria specified by SFAS No. 133.
However, management believes such instruments are closely correlated with the
respective debt, thus managing associated risk. Interest rate derivative
instruments not designated as hedges are marked to fair value with the impact
recorded as other income or expense. For the three and six months ended June 30,
2002, the Company recorded other expense of $14.6 million and $9.2 million,
respectively, for interest rate derivative instruments not designated as hedges.
For the three and six months ended June 30, 2001, the Company recorded other
income of $0.5 million for interest rate derivative instruments not designated
as hedges.

         As of June 30, 2002 and December 31, 2001, the Company had outstanding
$700.0 million and $715.0 million, respectively, in notional amounts of interest
rate swaps, respectively. The notional amounts of interest rate instruments do
not represent amounts exchanged by the parties and, thus, are not a measure of
exposure to credit loss. The amounts exchanged are determined by reference to
the notional amount and the other terms of the contracts.

6. COMPREHENSIVE LOSS

         The Company reports changes in the fair value of interest rate
agreements designated as hedging instruments of the variability of cash flows
associated with floating-rate debt obligations, that meet the effectiveness
criteria of SFAS No. 133, in accumulated other comprehensive loss. Comprehensive
loss for the three months ended June 30, 2002 and 2001 was $40.0 million and
$81.2 million, respectively. Comprehensive loss for the six months ended June
30, 2002 and 2001 was $59.6 million and $172.4 million, respectively.

                                       9
<PAGE>
7. CONTINGENCIES

         In connection with our acquisition of Mercom, Inc., former Mercom
shareholders holding 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 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. 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 afair 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. 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. The trial of the lawsuit is scheduled to
begin on October 21, 2002. Accordingly, the Company cannot assure that the
ultimate outcome would have no material adverse impact on their consolidated
financial condition or results of operations.

         The Company is party to lawsuits and claims that arose in the ordinary
course of conducting its business. In the opinion of management, after
consulting with legal counsel, and taking into account recorded liabilities, the
outcome of these lawsuits and claims will not have a material adverse effect on
the Company's consolidated financial position or results of operations.

8. RECENTLY ISSUED ACCOUNTING STANDARDS

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

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

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>
                                                                          SIX MONTHS ENDED JUNE 30,
                                                                          -------------------------
                                                                 2002                          2001
                                                                 ----                          ----
                                                                         % OF                         % OF
                                                          AMOUNT        REVENUES       AMOUNT       REVENUES
                                                          ------        --------       ------       --------
<S>                                                      <C>            <C>           <C>           <C>
Revenues                                                 $ 291,153       100.0%       $ 249,092       100.0%
                                                         ---------       -----        ---------       -----
Operating expenses:
   Operating (excluding those items listed below)          105,369        36.2%          85,145        34.2%
   Selling, general and administrative                      56,202        19.3%          46,821        18.8%
   Depreciation and amortization                           121,908        41.9%         230,118        92.4%
   Corporate expense charges - related party                 4,187         1.4%           3,912         1.5%
                                                         ---------       -----        ---------       -----
                                                           287,666        98.8%         365,996       146.9%
                                                         ---------       -----        ---------       -----
Income (loss) from operations                                3,487         1.2%        (116,904)      (46.9)%

Other income (expense):
   Interest expense, net                                   (42,153)      (14.5)%        (49,191)      (19.7)%
   Loss on derivative and hedging instruments              (10,519)       (3.6)%            530         0.2%
   Other, net                                                  181         0.1%            (515)       (0.2)%
                                                         ---------       -----        ---------       -----
                                                           (52,491)      (18.0)%        (49,176)      (19.7)%
                                                         ---------       -----        ---------       -----
Loss before minority interest                              (49,004)      (16.8)%       (166,080)      (66.6)%

   Minority interest                                        (6,495)       (2.2)%         (6,355)       (2.6)%
                                                         ---------       -----        ---------       -----
Net loss                                                 $ (55,499)      (19.0)%      $(172,435)      (69.2)%
                                                         =========       =====        =========       =====
</TABLE>

         Other financial and operational data are as follows for the periods
indicated (dollars in thousands, except average monthly revenue per basic
customer):

<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED JUNE 30,
                                                                   -------------------------
                                                                      2002           2001
                                                                      ----           ----
<S>                                                               <C>             <C>
EBITDA (a)                                                        $  115,057      $  113,229
Cash flows from operating activities                                  41,043          20,545
Cash flows from investing activities                                (125,888)       (161,246)
Cash flows from financing activities                                  84,845         137,830
Homes passed (at period end) (b)                                   1,527,400       1,446,400
Basic customers (at period end) (c)                                  955,500         971,600
Basic penetration (at period end) (d)                                   62.6%           67.2%
Digital customers (at period end) (e)                                243,600         174,100
Digital penetration of basic customers (at period end) (f)              25.5%           17.9%
Cable modem customers (at period end) (g)                            179,400          92,500
Average Monthly Revenue per Basic Customer (quarter) (h)          $    53.07      $    43.92
</TABLE>


(a)      EBITDA represents earnings (loss) before interest and depreciation and
         amortization, minority interest and income taxes. 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 (loss) from operations or to
         cash flows from operating, investing or financing activities, as
         determined in accordance with accounting principles generally accepted
         in the United States. 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

                                       11
<PAGE>
         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)      Homes passed are the number of living units, such as single residence
         homes, apartments and condominium units, passed by the cable television
         distribution network in a given cable system service area to which we
         offer the service indicated.

(c)      As of June 30, 2002 and 2001, basic customers include: 1) approximately
         2,600 and 1,500 customers (0.3% and 0.2% of total customers),
         respectively, who pay an additional $10 per month over the standard
         modem retail rate and are entitled to receive "lifeline basic" service
         as a result of their purchase of cable modem service and 2)
         approximately 36,400 and 37,000, respectively, commercial customers who
         are calculated on an equivalent bulk unit ("EBU") basis. EBU is
         calculated by dividing the bulk rate charged to respective accounts by
         the most prevalent rate charged in each system for the comparable tier
         of service to determine the equivalent customers. The EBU method of
         calculating basic customers is consistent with the methodology used in
         determining costs paid to programmers and has been consistently applied
         year over year.

(d)      Penetration represents the number of customers as a percentage of homes
         passed.

(e)      Digital customers include all households that have one or more digital
         converter boxes.

(f)      Penetration of basic customers represents the number of digital
         customers as a percentage of basic customers.

(g)      As of June 30, 2002 and 2001, cable modem customers include
         approximately 30,300 and 8,000, respectively, commercial customers who
         are calculated on an equivalent modem unit ("EMU") basis. EMU is
         calculated by dividing commercial revenue by the average effective rate
         charged in each system for modem services to determine the equivalent
         customers. We have utilized this methodology sine 1999, as it conforms
         to the internal practices followed for operating and capital
         expenditure budgeting.

(h)      Average monthly revenue per basic customer represents revenues divided
         by the number of months in the period divided by the number of basic
         customers at period end.

COMPARISON OF RESULTS

         SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30,
2001

Revenues. Revenues increased $42.1 million, or 16.9%, to $291.2 million for the
six months ended June 30, 2002 from $249.1 million for the six months ended June
30, 2001. Revenues by service offering are as follows (dollars in millions):

<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED JUNE 30,
                                      -------------------------
                                 2002                           2001                    2002 OVER 2001
                                 ----                           ----                    --------------
                        AMOUNT      % OF REVENUES      AMOUNT     % OF REVENUES      CHANGE      % CHANGE
                        ------      -------------      ------     -------------      ------      --------
<S>                     <C>         <C>                <C>        <C>                <C>         <C>
Analog video             $204.5           70.2%        $188.1           75.5%        $16.4          8.7%
Digital video              20.3            7.0%          13.0            5.2%          7.3         56.2%
Cable modem                27.0            9.3%          11.3            4.5%         15.7        138.9%
Advertising sales          17.4            6.0%          15.1            6.1%          2.3         15.2%
Other                      22.0            7.5%          21.6            8.7%          0.4          1.9%
                         ------          -----         ------          -----         -----
                         $291.2          100.0%        $249.1          100.0%        $42.1         16.9%
                         ======          =====         ======          =====         =====
</TABLE>

         Analog video revenues consist primarily of revenues from basic and
premium services. Analog video revenues increased by $16.4 million as a result
of general rate increases in basic service.

                                       12
<PAGE>
         Digital video revenues consist primarily of revenues related to the
provision of digital video service. Digital video revenues increased $7.3
million as a result of digital customers increasing by 69,500, or 39.9%, to
243,600 at June 30, 2002 compared to 174,100 at June 30, 2001 coupled with
general rate increases in digital service. Increased marketing efforts and
strong demand for this service have also contributed to the increase.

         Cable modem revenues consist primarily of revenues related to the
provision of high-speed Internet service. Cable modem revenues increased $15.7
million as a result of cable modem customers increasing by 86,900, or 138.9%, to
179,400 at June 30, 2002 compared to 92,500 at June 30, 2001. The increase was
due to internal growth as our system upgrades and expansion continue to increase
our ability to offer high-speed Internet service to a larger customer base.
Internal growth in cable modem services was the result of strong marketing
efforts coupled with increased demand for such services.

         Advertising sales revenues consist primarily of revenues from
traditional advertising services as well as advertising related to launch
revenues from programming agreements. Advertising sales revenues increased $2.3
million, or 15.2%, from $15.1 million for the six months ended June 30, 2001 to
$17.4 million for the six months ended June 30, 2002. The increase was primarily
due to improved market conditions and increased advertising capacity as a result
of increased channel lineups.

         Other revenues consist primarily of revenues from franchise fees,
customer installation, home shopping, dial-up Internet service and other
miscellaneous revenues. Other revenues increased $0.4 million, or 1.9%, from
$21.6 million for the six months ended June 30, 2001 to $22.0 million for the
six months ended June 30, 2002. The increase was primarily due to an increase in
miscellaneous revenues, coupled with increases in the other aforementioned
revenues offset partially due to the Federal Communications Commission's ruling
that collection of franchise fees was no longer required for cable modem
service.

         Operating expenses. Operating expenses increased $20.2 million, or
23.7%, to $105.3 million for the six months ended June 30, 2002 from $85.1
million for the six months ended June 30, 2001. Key components of operating
expenses as a percentage of revenues are as follows (dollars in millions):


<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED JUNE 30,
                                             -------------------------
                                         2002                2001              2002 OVER 2001
                                         ----                ----              --------------
                                            % OF                   % OF
                                AMOUNT    REVENUES    AMOUNT     REVENUES     CHANGE   % CHANGE
                                ------    --------    ------     --------     ------   --------
<S>                             <C>       <C>         <C>        <C>          <C>      <C>
Analog video programming        $ 72.0      24.7%      $60.7       24.4%      $11.3      18.6%
Digital video                      7.1       2.5%        5.1        2.0%        2.0      39.2%
Cable modem                        6.8       2.3%        4.0        1.6%        2.8      70.0%
Advertising sales                  5.1       1.8%        4.9        2.0%        0.2       4.1%
Service costs                     14.3       4.9%       10.4        4.2%        3.9      37.5%
                                ------      ----       -----       ----       -----
                                $105.3      36.2%      $85.1       34.2%      $20.2      23.7%
                                ======      ====       =====       ====       =====
</TABLE>

         Analog video programming costs consist primarily of costs paid to
programmers for the provision of basic and premium channels as well as
pay-per-view programs and channel guides. The increase in analog video
programming of $11.3 million, or 18.6%, was primarily due to inflationary or
negotiated price increases, particularly in sports programming, and increased
channel lineup. The increase of $2.0 million, or 39.2%, in direct operating
costs to provide digital video services was primarily due to internal growth of
these advanced services and increased programming costs. The increase of $2.8
million, or 70.0%, in direct operating costs to provide cable modem services was
primarily due to internal growth. Advertising sales costs increased $0.2
million, or 4.1%, due to increased advertising capacity as a result of increased
channel line-up and improved market conditions. Service costs consist primarily
of service personnel salaries and benefits, system utilities, maintenance and
pole rent expense. The increase in service costs of $3.9 million, or 37.5%,
resulted primarily from overall continued internal growth.

                                       13
<PAGE>
         Selling, general and administrative expenses. Selling, general and
administrative expenses increased $9.4 million, or 20.1%, to $56.2 million for
the six months ended June 30, 2002 from $46.8 million for the six months ended
June 30, 2001. Key components of such expenses as a percentage of revenues are
as follows (dollars in millions):

<TABLE>
<CAPTION>
                                           SIX MONTHS ENDED JUNE 30,
                                           -------------------------
                                         2002                  2001              2002 OVER 2001
                                         ----                  ----              --------------
                                              % OF                   % OF
                                 AMOUNT     REVENUES     AMOUNT    REVENUES     CHANGE    % CHANGE
                                 ------     --------     ------    --------     ------    --------
<S>                              <C>        <C>          <C>       <C>          <C>       <C>
General and administrative        $50.1       17.2%       $40.6      16.3%      $ 9.5       23.4%
Marketing                           6.1        2.1%         6.2       2.5%       (0.1)      (1.6)%
                                  -----       ----        -----      ----       -----
                                  $56.2       19.3%       $46.8      18.8%      $ 9.4       20.1%
                                  =====       ====        =====      ====       =====
</TABLE>

         General and administrative expenses consist primarily of salaries and
benefits, franchise fees, rent expense, bill costs, bad debt expense and
property taxes. The increase in general and administrative expenses of $9.5
million, or 23.4%, resulted primarily from our overall continued internal
growth. Marketing expenses decreased $0.1 million, or 1.6%.

         Depreciation and amortization expense. Depreciation and amortization
expense decreased $108.2 million, or 47.0%, to $121.9 million for the six months
ended June 30, 2002 from $230.1 million for the six months ended June 30, 2001.
This decrease was due primarily to the adoption of Statement of Financial
Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets,"
which requires that franchise intangible assets that meet the indefinite life
criteria of SFAS No. 142 no longer be amortized against earnings but instead be
tested annually for impairment. Upon adoption we did not incur an impairment
charge and eliminated the amortization of indefinite-lived assets. Amortization
of such assets totaled $116.5 million for the six months ended June 30, 2001.
This decrease was partially offset by the increase in depreciation expense
related to additional capital expenditures in 2002 and 2001.

         Corporate expense charges - related party. Corporate expense charges
for the six months ended June 30, 2002 and 2001 represent costs incurred on our
behalf by our affiliates, Charter Communication Holding Company, LLC and Charter
Communications, Inc., and increased $0.3 million, or 7.7%, to $4.2 million for
the six months ended June 30, 2002, from $3.9 million for the six months ended
June 30, 2001. The increase was due primarily the result of hiring additional
employees during the six months ended June 30, 2002 as compared with the six
months ended June 30, 2001.

         Loss on derivative and hedging instruments. Loss on derivative and
hedging instruments increased by $11.0 million to $10.5 million for the six
months ended June 30, 2002 from a gain of $0.5 million for the six months ended
June 30, 2001. The increase was primarily due to less favorable positions on
interest rate agreements.

         Interest expense, net. Interest expense, net decreased by $7.0 million,
or 14.2%, to $42.2 million for the six months ended June 30, 2002 from $49.2
million for the six months ended June 30, 2001. The decrease was primarily due
to a decline in our weighted average borrowing rate of 0.7% to 6.4% during the
six months ended June 30, 2002 from 7.1% during the six months ended June 30,
2001.

         Minority interest. Minority interest expense represents the accretion
of the preferred membership units in an indirect subsidiary of Charter
Communications Holdings, LLC 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. Minority interest expense increased by $0.1
million, or 1.6%, to $6.5 million for the six months ended June 30, 2002 from
$6.4 million for the six months ended June 30, 2001.

         Net loss. Net loss decreased by $116.9 million, or 67.8%, to $55.5
million for the six months ended June 30, 2002 from $172.4 million for the six
months ended June 30, 2001 as a result of the combination of factors discussed
above.

                                       14
<PAGE>
CERTAIN TRENDS AND UNCERTAINTIES

         Variable Interest Rates. At June 30, 2002, excluding the effects of
hedging, approximately 87.7% of our debt bears interest at variable rates that
are linked to short-term interest rates. In addition, a significant portion of
our existing debt, assumed debt or debt we might arrange in the future will bear
interest at variable rates. If interest rates rise, our costs relative to those
obligations will also rise. As of June 30, 2002 and December 31, 2001, the
weighted average rate on the bank debt was approximately 5.7% and 5.5%,
respectively, and the weighted average rate on the high-yield debt was
approximately 11.1%, respectively, resulting in a blended weighted average rate
of 6.3% and 6.2%, respectively. Approximately 68.4% of our debt was effectively
fixed including the effects of our interest rate agreements as of June 30, 2002
compared to approximately 68.9% at December 31, 2001.

         Regulation and Legislation. Cable systems are extensively regulated at
the federal, state, and local level, including rate regulation of basic service
and equipment and municipal approval of franchise agreements and their terms,
such as franchise requirements to upgrade cable plant and meet specified
customer service standards. Cable operators also face significant regulation of
their channel carriage. They currently can be required to devote substantial
capacity to the carriage of programming that they would not carry voluntarily,
including certain local broadcast signals, local public, educational and
government access programming, and unaffiliated commercial leased access
programming. This carriage burden could increase in the future, particularly if
the Federal Communications Commission were to require cable systems to carry
both the analog and digital versions of local broadcast signals. The Federal
Communications Commission is currently conducting a proceeding in which it is
considering this channel usage possibility, although it recently issued a
tentative decision against such dual carriage.

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

         Management of Growth. We, along with our affiliated companies, have
experienced rapid growth that has placed and is expected to continue to place a
significant strain on our management, operations and other resources. Our future
success will depend in part on our ability to successfully integrate the
operations acquired. The failure to implement management, operating or financial
systems necessary to successfully integrate acquired operations or otherwise
manage growth when and as needed could have a material adverse effect on our
business, results of operations and financial condition.

         We continue to evaluate opportunities to swap or divest non-strategic
cable systems. Our primary criterion in considering these opportunities is the
potential financial and debt-reduction benefits we expect to ultimately realize
as a result of a divestiture or swap. We also continue to explore acquisition
opportunities to enhance our operations in existing markets. We consider each
transaction in the context of our overall existing and planned operations.

         New Services and Products. We expect that a substantial portion of our
future growth will be achieved through revenues from new products and services.
We may not be able to offer these new products and services successfully to our
customers and these new products and services may not generate adequate
revenues. If we are unable to grow our cash flow sufficiently, we may be unable
to fulfill our obligations or obtain alternative financing. Further, due to
declining market conditions and slowing economic trends during the last year,
both before and after the terrorist attacks on September 11, 2001, we cannot
assure you that we will be able to achieve our planned levels of growth as these
conditions and events may negatively affect the demand for our additional
services and products and spending by customers and advertisers.

         Economic Slowdown; Terrorism; And Armed Conflict. Although we do not
believe that the armed conflict following the terrorist attacks on September 11,
2001 and the related events have resulted in any material changes to

                                       15
<PAGE>
our business and operations to date, it is difficult to assess the impact that
these events, combined with the general economic slowdown, will have on future
operations. These events, combined with the general economic slowdown, could
result in reduced spending by customers and advertisers, which could reduce our
revenues and operating cash flow. Additionally, an economic slowdown could
affect our ability to collect accounts receivable. If we experience reduced
operating revenues, it could negatively affect our ability to make expected
capital expenditures and could also result in our inability to meet our
obligations under our financing agreements. These developments could also have a
negative impact on our financing and variable interest rate agreements through
disruptions in the market or negative market conditions. Terrorist attacks could
interrupt or disrupt our ability to deliver our services (or the services
provided to us by programmers) and could cause unforeseen damage to our physical
facilities. Armed conflict, terrorism and the related events may have other
adverse effects on us, in ways that cannot be presently predicted.

CONTINGENCIES

         In connection with our acquisition of Mercom, Inc., former Mercom
shareholders holding 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 we received notice, the notice provided was
received from beneficial holders of Mercom shares who were not holders of
record. We believe that the notice with respect to these shares did not comply
with Delaware law and is ineffective.

         We cannot predict at this time the effect on us of the elections to
exercise appraisal rights. 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, we would have to pay the
additional amount for each Mercom common share subject to the appraisal
proceedings together with a fair rate of interest. We 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, we would have to pay our own
litigation costs. We have 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. We can provide no assurance as to what a Delaware court would
find in any appraisal proceeding or when this matter will be resolved. The
trial of the lawsuit is scheduled to begin on October 21,2002. Accordingly, we
cannot assure that the ultimate outcome would have no material adverse impact
on our consolidated financial condition or results of operations.

         In addition, we are party to lawsuits and claims that arose in the
ordinary course of conducting business. In our opinion, after consulting with
legal counsel, the outcome of these lawsuits and claims will not have a material
adverse effect on our consolidated financial position or results of operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

                                       16
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

INTEREST RATE RISK

         In April 2001, we entered into certain interest rate derivative
instruments that have been designated as cash flow hedging instruments. In
accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," our interest rate derivative instruments are recorded in the
consolidated balance sheet as either an asset or liability measured at fair
value. Such instruments are those that effectively convert variable interest
payments on debt instruments into fixed payments. For qualifying hedges, SFAS
No. 133 allows derivative gains and losses to offset related results on hedged
items in the consolidated statement of operations. We have formally documented,
designated and assessed the effectiveness of transactions that receive hedge
accounting. For the three and six months ended June 30, 2002, other expense
includes losses of $1.3 million which represent cash flow hedge ineffectiveness
on interest rate hedge agreements arising from differences between the critical
terms of the agreements and the related hedged obligations. For the three and
six months ended June 30, 2001, there was no interest rate hedge agreements
designated as cash flow hedges. Changes in the fair value of interest rate
agreements designated as hedging instruments of the variability of cash flows
associated with floating-rate debt obligations are reported in accumulated other
comprehensive gain. At June 30, 2002 and December 31, 2001, included in
accumulated other comprehensive income was a loss of $0.5 million and a gain of
$3.7 million, respectively, related to derivative instruments designated as cash
flow hedges. The amounts are subsequently reclassified into interest expense as
a yield adjustment in the same period in which the related interest on the
floating-rate debt obligations affects earnings (losses).

         Certain interest rate derivative instruments are not designated as
hedges as they do not meet the effectiveness criteria specified by SFAS No. 133.
However, we believe such instruments are closely correlated with the respective
debt, thus managing associated risk. Interest rate derivative instruments not
designated as hedges are marked to fair value with the impact recorded as other
income or expense. For the three and six months ended June 30, 2002, we recorded
other expense of $14.6 million and $9.2 million, respectively, for interest rate
derivative instruments not designated as hedges. For the three and six months
ended June 30, 2001, the Company recorded other income of $0.5 million for
interest rate derivative instruments not designated as hedges.

    The following table presents information relative to borrowing under the CC
VIII Operating credit facilities as of June 30, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                                   CC VIII
                                                                  OPERATING
                                                                  ---------
<S>                                                              <C>
           Credit facilities outstanding                         $1,094,751
           Other debt (1)                                             1,090
                                                                 ----------
           Total defined bank debt                               $1,095,841
                                                                 ==========
           Adjusted EBITDA (2)                                   $   69,215
                                                                 ==========
           Bank Compliance Leverage Ratio (3)                          3.96
                                                                 ----------
           Maximum Allowable Leverage Ratio (4)                        5.50
                                                                 ==========
           Total Credit Facilities (5)                           $1,521,075
                                                                 ==========
           Potential Bank Availability (6)                       $  426,324
                                                                 ==========
           Basic Customers                                          955,500
                                                                 ==========
</TABLE>

(1)      Includes other permitted bank level debt, capitalized leases and
         letters of credit, which are classified as debt by the respective
         credit facility agreements for the calculation of maximum allowable
         leverage.

(2)      Adjusted EBITDA represents the current quarter earnings (loss) before
         interest expense, depreciation and amortization, minority interest,
         corporate expenses and other noncash expenses. Adjusted EBITDA is
         presented in accordance with the credit facilities agreement.

                                       17
<PAGE>
(3)      Bank Compliance Leverage Ratio represents total defined bank debt
         divided by Adjusted EBITDA, annualized and is the most restrictive of
         the financial covenants.

(4)      Maximum Allowable Leverage Ratio represents the maximum leverage ratio
         allowed under the respective bank agreements.

(5)      Total Credit Facilities represents the total borrowing capacity of the
         credit facility.

(6)      Potential Bank Availability represents the Total Credit Facilities
         capacity less Credit Facilities Outstanding, adjusted for any
         limitations due to covenant restrictions. Based on our current
         financial position and quarterly results of operations, the Company is
         not limited on borrowings by covenant restrictions.

                                       18
<PAGE>
PART II. OTHER INFORMATION.

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

    (a) Exhibits.


Exhibit Number    Description of Document

         99.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Executive Officer). *

         99.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Financial Officer). *

*  filed herewith

    (b) Reports on Form 8-K.

         On April 22, 2002, the registrant filed a current report on Form 8-K
dated April 22, 2002 to report that the registrant had changed its principal
independent accountants.

         On April 26, 2002, the registrant filed a current report on Form 8-K/A
dated April 22, 2002 as an amendment to the Form 8-K dated and filed on April
22, 2002 regarding a change in its principal independent accountants.

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<PAGE>
                                   SIGNATURES

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

                              CC V HOLDINGS, LLC

Dated: August 9, 2002         By:  CHARTER COMMUNICATIONS, INC.,
                                  --------------------------------
                                  Registrants' Manager

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

                              By:  /s/ Paul E. Martin
                                  -------------------
                                  Name:  Paul E. Martin
                                  Title: Senior Vice President and Corporate
                                  Controller
                                  (Principal Accounting Officer) of Charter
                                  Communications, Inc.
                                  (Manager) and CC V Holdings, LLC

                              CC V HOLDINGS FINANCE, INC.

Dated: August 9, 2002         By:  /s/ Kent D. Kalkwarf
                                  ----------------------
                                  Name:  Kent D. Kalkwarf
                                  Title:  Executive Vice President and Chief
                                  Financial Officer
                                  (Principal Financial Officer) of CC V Holdings
                                  Finance, Inc.

                              By:  /s/ Paul E. Martin
                                  -------------------
                                  Name:  Paul E. Martin
                                  Title: Senior Vice President - Corporate
                                  Controller
                                  (Principal Accounting Officer) of CC V
                                  Holdings Finance, Inc.

                                       20
<PAGE>
EXHIBIT INDEX

Exhibit Number    Description of Document

         99.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Executive Officer). *

         99.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Financial Officer). *

*  filed herewith


                                       21