##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-Q
  Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2005
 Commission File Numbers:
    
    333-57285-01333-57285
 Mediacom LLC
Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 New York
New York(State or other jurisdiction of
incorporation or organization)
    
    06-1433421
06-1513997(I.R.S. Employer
Identification Numbers)
 100 Crystal Run Road
Middletown, New York 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ o
 o þ




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MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2005
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited) June 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Operations (unaudited) Three Months Ended June 30, 2005 and 2004
    
    
    2Consolidated Statements of Operations (unaudited) Six Months Ended June 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2005 and 2004
    
    
    4Notes to Consolidated Financial Statements (unaudited)
    
    
    5Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    25PART IIItem 1.
    
    Legal Proceedings
    
    
    26Item 6.
    
    Exhibits
    
    
    26EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    December 31,2005
    
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    7,952
    
    
    $
    12,131Investments
    
    
    1,088
    
    
    
    1,987Subscriber accounts receivable, net of allowance for doubtful
accounts of $1,293 and $856, respectively
    
    
    26,241
    
    
    
    26,929Prepaid expenses and other assets
    
    
    10,424
    
    
    
    14,216Total current assets
    
    
    45,705
    
    
    
    55,263Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of
$775,068 and $728,048, respectively
    
    
    705,969
    
    
    
    698,363Intangible assets, net of accumulated amortization of $243,177 and
$242,615, respectively
    
    
    564,300
    
    
    
    564,862Total investment in cable television systems
    
    
    1,270,269
    
    
    
    1,263,225Other assets, net of accumulated amortization of $11,368 and
$14,443, respectively
    
    
    21,851
    
    
    
    23,412Total assets
    
    $
    1,487,825
    
    
    $
    1,491,900LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccrued liabilities
    
    $
    108,194
    
    
    $
    107,520Deferred revenue
    
    
    18,689
    
    
    
    17,876Current portion of long-term debt
    
    
    6,398
    
    
    
    6,384Total current liabilities
    
    
    133,281
    
    
    
    131,780Long-term debt, less current portion
    
    
    1,464,588
    
    
    
    1,466,793Other non-current liabilities
    
    
    10,757
    
    
    
    12,634Total liabilities
    
    
    1,608,626
    
    
    
    1,611,207Commitments and contingenciesMEMBERS DEFICITCapital contributions
    
    
    548,476
    
    
    
    548,521Deferred compensation
    
    
    (504
    )
    
    
    Paid-in capital
    
    
    598
    
    
    
    Accumulated deficit
    
    
    (669,371
    )
    
    
    (667,828
    )Total members deficit
    
    
    (120,801
    )
    
    
    (119,307
    )Total liabilities and members deficit
    
    $
    1,487,825
    
    
    $
    1,491,900
 
 1




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MEDIACOM LLC AND SUBSIDIARIES





CONSOLIDATED STATEMENTS OF OPERATIONS(All dollar amounts in thousands)(Unaudited) Three Months EndedJune 30,2005
    
    
    2004Revenues
    
    $
    123,038
    
    
    $
    121,137Costs and expenses:Service costs (exclusive of depreciation and amortization of
$24,567 and $27,423, respectively, shown separately below)
    
    
    49,132
    
    
    
    45,774Selling, general and administrative expenses
    
    
    23,438
    
    
    
    21,931Management fee expense
    
    
    2,532
    
    
    
    2,235Depreciation and amortization
    
    
    24,567
    
    
    
    27,423Operating income
    
    
    23,369
    
    
    
    23,774Interest expense, net
    
    
    (24,484
    )
    
    
    (23,861
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    (Loss) gain on derivatives, net
    
    
    (733
    )
    
    
    8,262Gain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885Investment income from affiliate
    
    
    4,500
    
    
    
    4,500Other expense
    
    
    (1,277
    )
    
    
    (1,025
    )Net (loss) income
    
    $
    (2,184
    )
    
    $
    17,535
 
 2




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Six Months EndedJune 30,2005
    
    
    2004Revenues
    
    $
    240,536
    
    
    $
    239,914Costs and expenses:Service costs (exclusive of depreciation and amortization of
$48,787 and $53,749, respectively, shown separately below)
    
    
    97,114
    
    
    
    91,600Selling, general and administrative expenses
    
    
    46,251
    
    
    
    43,213Management fee expense
    
    
    4,910
    
    
    
    4,440Depreciation and amortization
    
    
    48,787
    
    
    
    53,749Operating income
    
    
    43,474
    
    
    
    46,912Interest expense, net
    
    
    (50,146
    )
    
    
    (47,799
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    Gain on derivatives, net
    
    
    2,360
    
    
    
    4,870Gain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885Investment income from affiliate
    
    
    9,000
    
    
    
    9,000Other expense
    
    
    (2,672
    )
    
    
    (2,076
    )Net (loss) income
    
    $
    (1,543
    )
    
    $
    16,792
 
 3




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss) income
    
    $
    (1,543
    )
    
    $
    16,792Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    48,787
    
    
    
    53,749Gain on derivatives, net
    
    
    (2,360
    )
    
    
    (4,870
    )Gain on sale of assets and investments, net
    
    
    (1,183
    )
    
    
    (5,885
    )Loss on early extinguishment of debt
    
    
    4,742
    
    
    
    Amortization of original issue discounts and deferred financing costs
    
    
    1,618
    
    
    
    1,657Amortization of deferred compensation
    
    
    49
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions:Subscriber accounts receivable, net
    
    
    688
    
    
    
    (1,798
    )Prepaid expenses and other assets
    
    
    4,028
    
    
    
    (10,995
    )Accrued liabilities
    
    
    673
    
    
    
    11,653Deferred revenue
    
    
    813
    
    
    
    1,924Other non-current liabilities
    
    
    (1,877
    )
    
    
    3,536Net cash flows provided by operating activities
    
    
    54,435
    
    
    
    65,763CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (55,622
    )
    
    
    (35,739
    )Acquisition of cable television systems
    
    
    
    
    
    
    (3,372
    )Proceeds from the sale of assets and investments
    
    
    2,082
    
    
    
    10,556Other investment activities
    
    
    
    
    
    
    (424
    )Net cash flows used in investing activities
    
    
    (53,540
    )
    
    
    (28,979
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    451,000
    
    
    
    36,000Repayment of debt
    
    
    (253,190
    )
    
    
    (77,330
    )Redemption of senior notes
    
    
    (202,834
    )
    
    
    Other financing activities
    
    
    (50
    )
    
    
    Net cash flows used in financing activities
    
    
    (5,074
    )
    
    
    (41,330
    )Net decrease in cash and cash equivalents
    
    
    (4,179
    )
    
    
    (4,546
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    12,131
    
    
    
    13,417CASH AND CASH EQUIVALENTS, end of period
    
    $
    7,952
    
    
    $
    8,871SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    54,628
    
    
    $
    48,417
 
 4




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MEDIACOM LLC AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (1) Organization
    (2) Statement of Accounting Presentation and Other Information
 Basis of Preparation of Unaudited Consolidated Financial Statements
  Revenue Recognition
  Allowance for Doubtful Accounts
  Programming Costs
  5




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Property, Plant and Equipment
  Buildings
    
    40 yearsLeasehold improvements
    
    Life of respective leaseCable systems and equipments and subscriber devices
    
    4 to 20 yearsVehicles
    
    5 yearsFurniture, fixtures and office equipment
    
    5 years
  Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets,
 Intangible Assets
 Goodwill and Other Intangible Assets,
 6




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Derivative Instruments
 Accounting
for Derivative Instruments and Hedging Activities, Accounting for Certain Derivative
Instruments and Certain Hedging Activities-an amendment of FASB
Statement No. 133, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities.
 Income Taxes
  Comprehensive Income
 Reporting Comprehensive Income,
 Reclassifications
  (3) Recent Accounting Pronouncements
 Amendment of Statement 123 on Share-Based
Payment.
 7




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (4) Property, Plant and Equipment
  June 30,
    
    
    December 31,2005
    
    
    2004Land and land improvements
    
    $
    1,476
    
    
    $
    1,428Buildings and leasehold improvements
    
    
    16,508
    
    
    
    15,606Cable systems, equipment and subscriber devices
    
    
    1,417,813
    
    
    
    1,365,701Vehicles
    
    
    28,489
    
    
    
    28,347Furniture, fixtures and office equipment
    
    
    16,751
    
    
    
    15,3291,481,037
    
    
    
    1,426,411Accumulated depreciation
    
    
    (775,068
    )
    
    
    (728,048
    )Property, plant and equipment, net
    
    $
    705,969
    
    
    $
    698,363
 ,
 (5) Intangible Assets
   Gross Asset
    
    
    Accumulated
    
    
    Net AssetJune 30, 2005
    
    Value
    
    
    Amortization
    
    
    ValueFranchise costs
    
    $
    654,708
    
    
    $
    102,195
    
    
    $
    552,513Goodwill
    
    
    14,217
    
    
    
    2,682
    
    
    
    11,535Subscriber Lists
    
    
    132,857
    
    
    
    132,607
    
    
    
    250Covenants not to compete
    
    
    5,695
    
    
    
    5,693
    
    
    
    2$
    807,477
    
    
    $
    243,177
    
    
    $
    564,300
 Gross Asset
    
    
    Accumulated
    
    
    Net AssetDecember 31, 2004
    
    Value
    
    
    Amortization
    
    
    ValueFranchise costs
    
    $
    654,708
    
    
    $
    102,195
    
    
    $
    552,513Goodwill
    
    
    14,217
    
    
    
    2,682
    
    
    
    11,535Subscriber Lists
    
    
    132,857
    
    
    
    132,095
    
    
    
    762Covenants not to compete
    
    
    5,695
    
    
    
    5,643
    
    
    
    52$
    807,477
    
    
    $
    242,615
    
    
    $
    564,862
 8




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Goodwill and Other Intangible Assets
 (6) Accrued Liabilities
  June 30,
    
    
    December 31,2005
    
    
    2004Accrued
interest
    
    $
    30,272
    
    
    $
    33,041Accrued payroll and
benefits
    
    
    8,534
    
    
    
    7,724Accrued programming
costs
    
    
    27,798
    
    
    
    25,693Accrued property, plant and equipment
    
    
    8,119
    
    
    
    8,394Accrued service
costs
    
    
    5,899
    
    
    
    5,738Accrued taxes and
fees
    
    
    13,859
    
    
    
    13,667Accrued
telecommunications
    
    
    1,402
    
    
    
    4,436Subscriber advance payments
    
    
    5,000
    
    
    
    4,747Other accrued
expenses
    
    
    7,311
    
    
    
    4,080$
    108,194
    
    
    $
    107,520
 (7) Debt
  June 30,
    
    
    December 31,2005
    
    
    2004Bank credit
facilities
    
    $
    844,250
    
    
    $
    646,00081/2% senior notes
    
    
    
    
    
    
    200,00077/8% senior notes
    
    
    125,000
    
    
    
    125,00091/2% senior notes
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    1,736
    
    
    
    2,177$
    1,470,986
    
    
    $
    1,473,177Less: current portion
    
    
    6,398
    
    
    
    6,384Total long-term debt
    
    $
    1,464,588
    
    
    $
    1,466,793
  9




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
    1 2
   (8) Stock-Based Compensation
 Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation,
   10




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net (loss) income as reported
    
    $
    (2,184
    )
    
    $
    17,535
    
    
    $
    (1,543
    )
    
    $
    16,792Add: Total stock-based compensation
expense included in net income
as reported
above
    
    
    35
    
    
    
    
    
    
    
    49
    
    
    
    Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards
    
    
    (183
    )
    
    
    (566
    )
    
    
    (437
    )
    
    
    1,193Pro forma net income
(loss)
    
    $
    (2,332
    )
    
    $
    16,969
    
    
    $
    (1,931
    )
    
    $
    17,985
  (9) Investment in Affiliated Company
  (10) Loan to Affiliated Company  Note Receivable
  (11) Legal Proceedings
  11




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
    (12) Sale of Assets and Investments
  12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    13




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Actual Results of Operations
 Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
  Three Months EndedJune 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    123,038
    
    
    $
    121,137
    
    
    $
    1,901
    
    
    
    1.6
    %Costs and expenses:Service costs
    
    
    49,132
    
    
    
    45,774
    
    
    
    3,358
    
    
    
    7.3
    %Selling, general and
administrative expenses
    
    
    23,438
    
    
    
    21,931
    
    
    
    1,507
    
    
    
    6.9
    %Management fee expense
    
    
    2,532
    
    
    
    2,235
    
    
    
    297
    
    
    
    13.3
    %Depreciation and amortization
    
    
    24,567
    
    
    
    27,423
    
    
    
    (2,856
    )
    
    
    (10.4
    %)Operating income
    
    
    23,369
    
    
    
    23,774
    
    
    
    (405
    )
    
    
    (1.7
    %)Interest expense, net
    
    
    (24,484
    )
    
    
    (23,861
    )
    
    
    (623
    )
    
    
    2.6
    %Loss on early extinquishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (4,742
    )
    
    NM(Loss) gain on derivatives, net
    
    
    (733
    )
    
    
    8,262
    
    
    
    (8,995
    )
    
    NMGain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885
    
    
    
    (4,702
    )
    
    
    (79.9
    %)Investment income
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    
    0.0
    %Other expense
    
    
    (1,277
    )
    
    
    (1,025
    )
    
    
    (252
    )
    
    
    24.6
    %Net (loss) income
    
    $
    (2,184
    )
    
    $
    17,535
    
    
    $
    (19,719
    )
    
    NM
 Revenues
  Three Months Ended June 30,2005
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    Amount
    
    
    Revenues
    
    $ Change
    
    
    % ChangeVideo
    
    $
    98.3
    
    
    
    79.9
    %
    
    $
    100.8
    
    
    
    83.2
    %
    
    $
    (2.5
    )
    
    
    (2.5
    %)Data
    
    
    21.3
    
    
    
    17.3
    %
    
    
    16.9
    
    
    
    14.0
    %
    
    
    4.4
    
    
    
    26.0
    %Advertising
    
    
    3.4
    
    
    
    2.8
    %
    
    
    3.4
    
    
    
    2.8
    %
    
    
    
    
    
    
    0.0
    %$
    123.0
    
    
    
    100.0
    %
    
    $
    121.1
    
    
    
    100.0
    %
    
    $
    1.9
    
    
    
    1.6
    %
   14




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Costs and Expenses
     15




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##### Table of Contents



.
 Interest Expense, Net
 1 2 1 2
 Loss on Early Extinguishment of Debt
 1 2
 (Loss) Gain on Derivatives, Net
  Gain on Sale of Asset and Investments, Net
  Investment Income from Affiliate
  16




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Other Expense
  Net (Loss) Income
  Six months Ended June 30, 2005 Compared to Six months Ended June 30, 2004
  Six Months EndedJune 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    240,536
    
    
    $
    239,914
    
    
    $
    622
    
    
    
    0.3
    %Costs and expenses:Service costs
    
    
    97,114
    
    
    
    91,600
    
    
    
    5,514
    
    
    
    6.0
    %Selling, general and administrative expenses
    
    
    46,251
    
    
    
    43,213
    
    
    
    3,038
    
    
    
    7.0
    %Management fee expense
    
    
    4,910
    
    
    
    4,440
    
    
    
    470
    
    
    
    10.6
    %Depreciation and amortization
    
    
    48,787
    
    
    
    53,749
    
    
    
    (4,962
    )
    
    
    (9.2
    %)Operating income
    
    
    43,474
    
    
    
    46,912
    
    
    
    (3,438
    )
    
    
    (7.3
    %)Interest expense, net
    
    
    (50,146
    )
    
    
    (47,799
    )
    
    
    (2,347
    )
    
    
    4.9
    %Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (4,742
    )
    
    NMGain on derivatives, net
    
    
    2,360
    
    
    
    4,870
    
    
    
    (2,510
    )
    
    NMGain on sale of assets and investments, net
    
    
    1,183
    
    
    
    5,885
    
    
    
    (4,702
    )
    
    
    (79.9
    %)Investment income
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    
    0.0
    %Other expense
    
    
    (2,672
    )
    
    
    (2,076
    )
    
    
    (596
    )
    
    
    28.7
    %Net (loss) income
    
    $
    (1,543
    )
    
    $
    16,792
    
    
    $
    (18,335
    )
    
    NM
 Revenues
  Six Months Ended June 30,2005
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    Amount
    
    
    Revenues
    
    $ Change
    
    
    % ChangeVideo
    
    $
    193.2
    
    
    
    80.3
    %
    
    $
    201.0
    
    
    
    83.8
    %
    
    $
    (7.8
    )
    
    
    (3.9
    %)Data
    
    
    41.1
    
    
    
    17.1
    %
    
    
    32.8
    
    
    
    13.7
    %
    
    
    8.3
    
    
    
    25.3
    %Advertising
    
    
    6.2
    
    
    
    2.6
    %
    
    
    6.1
    
    
    
    2.5
    %
    
    
    0.1
    
    
    
    1.6
    %$
    240.5
    
    
    
    100.0
    %
    
    $
    239.9
    
    
    
    100.0
    %
    
    $
    0.6
    
    
    
    0.3
    %
 17




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##### Table of Contents



Costs and Expenses
      18




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##### Table of Contents



Interest Expense, Net
 1 2
 Loss on Early Extinguishment of Debt
 1 2
 Gain (Loss) on Derivatives, Net
  Gain on Sale of Asset and Investments Net
  Investment Income from Affiliate
  Other Expense
  Net (Loss) Income
  19




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##### Table of Contents



Liquidity and Capital Resources
 Overview
     Operating Activities
  Investing Activities
   Financing Activities
  20




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##### Table of Contents



1 2
  Other
   Contractual Obligations and Commercial Commitments
  Capital
    
    
    Operating
    
    
    InterestDebt
    
    
    Leases
    
    
    Leases
    
    
    Expense(1)
    
    
    TotalJuly 1, 2005 to June 30, 2006
    
    $
    5,500
    
    
    $
    898
    
    
    $
    1,687
    
    
    $
    97,487
    
    
    $
    105,572July 1, 2006 to June 30, 2007
    
    
    5,500
    
    
    
    815
    
    
    
    1,229
    
    
    
    99,074
    
    
    
    106,618July 1, 2007 to June 30, 2008
    
    
    15,500
    
    
    
    23
    
    
    
    958
    
    
    
    98,788
    
    
    
    115,269July 1, 2008 to June 30, 2009
    
    
    27,500
    
    
    
    
    
    
    
    703
    
    
    
    98,055
    
    
    
    126,258July 1, 2009 to June 30, 2010
    
    
    42,500
    
    
    
    
    
    
    
    502
    
    
    
    96,754
    
    
    
    139,756Thereafter
    
    
    1,372,750
    
    
    
    
    
    
    
    2,043
    
    
    
    223,605
    
    
    
    1,598,398Total cash obligations
    
    $
    1,469,250
    
    
    $
    1,736
    
    
    $
    7,122
    
    
    $
    713,763
    
    
    $
    2,191,871
  
 (1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding as of June 30, 2005 and the average interest rates applicable under such
debt obligations. 21




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##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
  Programming Costs
  Allowance for Doubtful Accounts
  Property, Plant and Equipment
 Financial
Reporting by Cable Television Companies,
 22




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##### Table of Contents



Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets,
 Intangible Assets
 Goodwill and Other Intangible Assets,
 Derivative Instruments
 Accounting for
Derivative Instruments and Hedging Activities, Accounting for Certain Derivative
Instruments and Certain Hedging Activities-an amendment of FASB
Statement No. 133, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities.
 Recent Accounting Pronouncements
 Amendment of Statement 123 on Share-Based
Payment.
 Inflation and Changing Prices
  23




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Senior
    
    
    Bank Credit
    
    
    Capital LeaseNotes
    
    
    Facility
    
    
    Obligations
    
    
    TotalExpected Maturity:July 1, 2005 to June 30, 2006
    
    $
    
    
    
    $
    5,500
    
    
    $
    898
    
    
    $
    6,398July 1, 2006 to June 30, 2007
    
    
    
    
    
    
    5,500
    
    
    
    815
    
    
    
    6,315July 1, 2007 to June 30, 2008
    
    
    
    
    
    
    15,500
    
    
    
    23
    
    
    
    15,523July 1, 2008 to June 30, 2009
    
    
    
    
    
    
    27,500
    
    
    
    
    
    
    
    27,500July 1, 2009 to June 30, 2010
    
    
    
    
    
    
    42,500
    
    
    
    
    
    
    
    42,500Thereafter
    
    
    625,000
    
    
    
    747,750
    
    
    
    
    
    
    
    1,372,750Total
    
    $
    625,000
    
    
    $
    844,250
    
    
    $
    1,736
    
    
    $
    1,470,986Fair
Value
    
    $
    619,375
    
    
    $
    844,250
    
    
    $
    1,736
    
    
    $
    1,465,361Weighted Average Interest Rate
    
    
    9.2
    %
    
    
    5.2
    %
    
    
    3.1
    %
    
    
    6.9
    %
 24




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Mediacom LLC
   Mediacom Capital Corporation
   25




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 15d-14(a) Certifications of Mediacom LLC31.2
    
    Rule 15d-14(a) Certifications of Mediacom Capital Corporation32.1
    
    Section 1350 Certifications of Mediacom LLC32.2
    
    Section 1350 Certifications of Mediacom Capital Corporation
 26




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCAugust 12, 2005
    By:

    /s/ Mark E. StephanMark E. StephanExecutive Vice
President,Chief Financial Officer and Treasurer 27




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##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONAugust 12, 2005
    By:

    /s/ Mark E. StephanMark E. StephanTreasurer and Secretary 28