##### Table of Contents



UNITED STATES
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 September 30, 2010
 Commission File Numbers:
    
    333-57285-01333-57285
 Mediacom LLC
Mediacom Capital Corporation*
  New York 
New York
    
    06-1433421
06-1513997(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Numbers)
 100 Crystal Run Road
Middletown, New York 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ o
 o Yes o No
  o Large accelerated filers
    
    o Accelerated filers
    
    þ Non-accelerated filers
    
    o Smaller reporting companies
 o þ
  *
    
    Mediacom Capital Corporation meets the conditions set forth in General Instruction H (1) (a)
and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.




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##### 



MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2010
TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) September 30, 2010 and December 31, 2009
    
    
    4Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2010 and 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2010 and 2009
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    29PART IIItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 6. Exhibits
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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Cautionary Statement Regarding Forward-Looking Statements
   
    
    increased levels of competition from existing and new competitors;
 
    
    lower demand for our video, high-speed data and phone services;
 
    
    our ability to successfully introduce new products and services to meet customer demands
and preferences;
 
    
    changes in laws, regulatory requirements or technology that may cause us to incur
additional costs and expenses;
 
    
    greater than anticipated increases in programming costs and delivery expenses related to
our products and services;
 
    
    changes in assumptions underlying our critical accounting policies;
 
    
    the ability to secure hardware, software and operational support for the delivery of
products and services to our customers;
 
    
    disruptions or failures of network and information systems upon which our business
relies;
 
    
    our reliance on certain intellectual property;
 
    
    our ability to generate sufficient cash flow to meet our debt service obligations;
 
    
    our ability to refinance future debt maturities or provide future funding for general
corporate purposes and potential strategic transactions, on similar terms as we currently
experience; and
 
    
    other risks and uncertainties discussed in this Quarterly Report, our Annual Report on
Form 10-K for the year ended December 31, 2009 and other reports or documents that we file
from time to time with the SEC.
   3




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PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCURRENT ASSETSCash
    
    $
    7,073
    
    
    $
    8,868Restricted cash and cash equivalents
    
    
    8,850
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $1,228 and $927
    
    
    34,048
    
    
    
    37,405Prepaid expenses and other current assets
    
    
    8,398
    
    
    
    7,272Total current assets
    
    
    58,369
    
    
    
    53,545Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Property, plant and equipment, net of accumulated depreciation of $1,185,230 and $1,098,785
    
    
    692,291
    
    
    
    694,216Franchise rights
    
    
    616,807
    
    
    
    616,807Goodwill
    
    
    24,046
    
    
    
    24,046Subscriber lists, net of accumulated amortization of $117,672 and $117,351
    
    
    606
    
    
    
    927Other assets, net of accumulated amortization of $3,349 and $2,920
    
    
    28,504
    
    
    
    28,679Total assets
    
    $
    1,570,623
    
    
    $
    1,568,220LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    148,861
    
    
    $
    213,974Deferred revenue
    
    
    25,624
    
    
    
    25,327Current portion of long-term debt
    
    
    12,000
    
    
    
    59,500Total current liabilities
    
    
    186,485
    
    
    
    298,801Long-term debt, less current portion
    
    
    1,510,000
    
    
    
    1,450,500Other non-current liabilities
    
    
    35,609
    
    
    
    9,906Total liabilities
    
    
    1,732,094
    
    
    
    1,759,207Commitments and contingencies (Note 9)MEMBERS DEFICITCapital contributions
    
    
    478,973
    
    
    
    455,973Accumulated deficit
    
    
    (640,444
    )
    
    
    (646,960
    )Total members deficit
    
    $
    (161,471
    )
    
    $
    (190,987
    )Total liabilities and members deficit
    
    $
    1,570,623
    
    
    $
    1,568,220
   4




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    163,564
    
    
    $
    157,802
    
    
    $
    487,203
    
    
    $
    476,805Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    74,278
    
    
    
    70,747
    
    
    
    218,780
    
    
    
    212,346Selling, general and administrative expenses
    
    
    28,282
    
    
    
    27,276
    
    
    
    82,018
    
    
    
    81,343Management fee expense
    
    
    3,093
    
    
    
    3,026
    
    
    
    9,108
    
    
    
    9,004Depreciation and amortization
    
    
    26,593
    
    
    
    27,687
    
    
    
    80,803
    
    
    
    84,154Operating income
    
    
    31,318
    
    
    
    29,066
    
    
    
    96,494
    
    
    
    89,958Interest expense, net
    
    
    (23,543
    )
    
    
    (23,415
    )
    
    
    (68,973
    )
    
    
    (68,737
    )(Loss) gain on derivatives, net
    
    
    (10,255
    )
    
    
    (3,300
    )
    
    
    (31,139
    )
    
    
    7,793Loss on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (377
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    (5,899
    )
    
    
    (1,234
    )
    
    
    (5,899
    )Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    13,500
    
    
    
    13,500Other expense, net
    
    
    (717
    )
    
    
    (1,143
    )
    
    
    (2,136
    )
    
    
    (2,895
    )Net income (loss)
    
    $
    1,303
    
    
    $
    (191
    )
    
    $
    6,512
    
    
    $
    33,343
   5




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Nine Months EndedSeptember 30,2010
    
    
    2009OPERATING ACTIVITIES:Net income
    
    $
    6,512
    
    
    $
    33,343Adjustments to reconcile net loss to net cash flows provided by operating activities:Depreciation and amortization
    
    
    80,803
    
    
    
    84,154Loss (gain) on derivatives, net
    
    
    31,139
    
    
    
    (7,793
    )Loss on sale of cable systems, net
    
    
    
    
    
    
    377Loss on early extinguishment of debt
    
    
    1,234
    
    
    
    3,707Amortization of deferred financing costs
    
    
    2,398
    
    
    
    1,168Share-based compensation
    
    
    429
    
    
    
    435Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    3,357
    
    
    
    (2,193
    )Prepaid expenses and other assets
    
    
    (1,141
    )
    
    
    1,959Accounts payable, accrued expenses and other current liabilities
    
    
    (71,756
    )
    
    
    (3,719
    )Deferred revenue
    
    
    297
    
    
    
    938Other non-current liabilities
    
    
    (189
    )
    
    
    (190
    )Net cash flows provided by operating activities
    
    $
    53,083
    
    
    $
    112,186INVESTING ACTIVITIES:Capital expenditures
    
    
    (71,190
    )
    
    
    (69,634
    )Investment in restricted cash and cash equivalents (Note 1)
    
    
    (8,850
    )
    
    
    Net cash flows used in investing activities
    
    $
    (80,040
    )
    
    $
    (69,634
    )FINANCING ACTIVITIES:New borrowings
    
    
    498,875
    
    
    
    1,016,750Repayment of debt
    
    
    (486,875
    )
    
    
    (724,750
    )Issuance of bank debt
    
    
    
    
    
    
    350,000Redemption of senior notes
    
    
    
    
    
    
    (625,000
    )Capital contributions from parent
    
    
    60,000
    
    
    
    150,498Capital distributions to parent
    
    
    (37,000
    )
    
    
    (180,000
    )Financing costs
    
    
    (6,918
    )
    
    
    (23,896
    )Other financing activities  book overdrafts
    
    
    (2,920
    )
    
    
    (682
    )Net cash flows provided by (used in) financing activities
    
    $
    25,162
    
    
    $
    (37,080
    )Net change in cash and cash equivalents
    
    
    (1,795
    )
    
    
    5,472CASH, beginning of period
    
    
    8,868
    
    
    
    10,060CASH, end of period
    
    $
    7,073
    
    
    $
    15,532SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    76,970
    
    
    $
    92,076NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with affiliate (Note 10)
    
    $
    
    
    
    $
    63,240
   6




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MEDIACOM LLC AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION
 Basis of Preparation of Unaudited Consolidated Financial Statements
     Restricted cash and cash equivalents
  Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Improving
Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures
  7




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3. FAIR VALUE
  
    
    Level 1  Quoted market prices in active markets for identical assets or liabilities.
 
    
    Level 2  Observable market based inputs or unobservable inputs that are corroborated by
market data.
 
    
    Level 3  Unobservable inputs that are not corroborated by market data.
  Fair Value as of September 30, 2010(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    50,845
    
    
    $
    
    
    
    $
    50,845Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    50,845
    
    
    $
    
    
    
    $
    50,845
  Fair Value as of December 31, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    3,053
    
    
    $
    
    
    
    $
    3,053LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    22,758
    
    
    $
    
    
    
    $
    22,758Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    19,705
    
    
    $
    
    
    
    $
    19,705
  8




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4. PROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2010
    
    
    2009Cable systems, equipment and subscriber devices
    
    $
    1,794,962
    
    
    $
    1,717,512Vehicles
    
    
    35,436
    
    
    
    36,507Furniture, fixtures and office equipment
    
    
    29,673
    
    
    
    21,692Buildings and leasehold improvements
    
    
    15,915
    
    
    
    15,755Land and land improvements
    
    
    1,535
    
    
    
    1,5351,877,521
    
    
    
    1,793,001Accumulated depreciation
    
    
    (1,185,230
    )
    
    
    (1,098,785
    )Property, plant and equipment, net
    
    $
    692,291
    
    
    $
    694,216
 5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  September 30,
    
    
    December 31,2010
    
    
    2009Accounts payable  affiliates
    
    $
    35,457
    
    
    $
    101,340Liabilities under interest rate exchange agreements
    
    
    20,048
    
    
    
    17,854Accrued programming costs
    
    
    17,973
    
    
    
    16,056Accrued taxes and fees
    
    
    14,157
    
    
    
    12,910Accrued payroll and benefits
    
    
    11,830
    
    
    
    10,999Accrued service costs
    
    
    8,623
    
    
    
    10,303Accrued property, plant and equipment
    
    
    6,579
    
    
    
    4,231Subscriber advance payments
    
    
    5,897
    
    
    
    5,875Accrued interest
    
    
    5,421
    
    
    
    13,853Accounts payable
    
    
    5,268
    
    
    
    4,864Book overdrafts (1)
    
    
    3,147
    
    
    
    6,067Accrued telecommunications costs
    
    
    1,735
    
    
    
    2,542Other accrued expenses
    
    
    12,726
    
    
    
    7,080Accounts payable, accrued expenses and other current liabilities
    
    $
    148,861
    
    
    $
    213,974
 (1)
    
    Book overdrafts represent outstanding checks in excess of funds on deposit at our
disbursement accounts. We transfer funds from our depository accounts to our disbursement
accounts upon daily notification of checks presented for payment. Changes in book overdrafts
are reported as part of net cash flows provided by (used in) financing activities in our Consolidated
Statements of Cash Flows.  9




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6. DEBT
  September 30,
    
    
    December 31,2010
    
    
    2009Bank credit facilities
    
    $
    1,172,000
    
    
    $
    1,160,00091⁄8% senior notes due 2017
    
    
    350,000
    
    
    
    350,000$
    1,522,000
    
    
    $
    1,510,000Less: Current portion
    
    
    12,000
    
    
    
    59,500Total long-term debt
    
    $
    1,510,000
    
    
    $
    1,450,500
 Bank Credit Facility
    New Financings
    
    
    extend the termination date with respect to $225.2 million of the revolving credit
portion of the credit facility from September 30, 2011 to December 31, 2014 (or June 30,
2014 if Term Loan C under the credit facility has not been repaid or refinanced
prior to June 30, 2014);
 
    
    maintain the termination date of September 30, 2011 with respect to $79.0 million of the
revolving credit commitments;
  10




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##### Table of Contents




    
    reduce the aggregate of the revolving credit commitments from $400.0 million to $304.2
million as of April 23, 2010; and
 
    
    permit additional incremental facility term loans in an aggregate principal amount equal
to not more than 100% of any future reductions in the revolving credit commitments.
  
    
    the maximum senior leverage ratio, which is currently 6.0 to 1.0, will be reduced to 5.5
to 1.0 commencing with the quarter ending December 31, 2011 and 5.0 to 1.0 commencing with
the quarter ending December 31, 2012 and thereafter, so long as any revolving credit
commitments remain outstanding;
 
    
    the minimum interest coverage ratio will be 2.0 to 1.0 as of the last day of any fiscal
quarter ending after April 23, 2010, so long as any revolving credit commitments remain
outstanding; and
 
    
    after the termination of all revolving credit commitments, the maximum senior leverage
ratio will increase to 6.0 to 1.0 and the interest coverage ratio covenant will no longer be
applicable.
 Senior Notes
  Interest Rate Swaps
       11




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Covenant Compliance and Debt Ratings
   Fair Value
  Bank credit facility
    
    $
    1,131,21791⁄8% senior notes due 2019
    
    $
    363,125
 7. MEMBERS DEFICIT
 Share-based Compensation
  Three Months EndedSeptember 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    7
    
    
    $
    7Employee stock purchase plan
    
    
    23
    
    
    
    25Restricted stock units
    
    
    116
    
    
    
    119Total share-based compensation expense
    
    $
    146
    
    
    $
    151
   12




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Nine Months EndedSeptember 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    20
    
    
    $
    22Employee stock purchase plan
    
    
    61
    
    
    
    72Restricted stock units
    
    
    348
    
    
    
    341Total share-based compensation expense
    
    $
    429
    
    
    $
    435
  Employee Stock Purchase Plan
  8. INVESTMENT IN AFFILIATED COMPANY
  9. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v.
Mediacom LLC
  13




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##### Table of Contents



Jim Knight v. Mediacom Communications Corp.
 Colleen Witmer v. Mediacom Communications Corporation et al., J.
Malcolm Gray v. Mediacom Communications Corporation et al. Haverhill Retirement System v.
Mediacom Communications Corporation et al.
  10. RELATED PARTY TRANSACTION
 Share Exchange Agreement between MCC and an affiliate of Morris Communications
   Asset Transfer Agreement with MCC and Mediacom Broadband
   14




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11. GOODWILL AND OTHER INTANGIBLE ASSETS
 Intangibles  Goodwill and Other Goodwill and Other Intangible Assets),
      15




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Recent Developments
 New Financings
  Revenues, Costs and Expenses
   16




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17




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Use of Non-GAAP Financial Measures
    Actual Results of Operations
 Three Months Ended September 30, 2010 compared to Three Months Ended September 30, 2009
  Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    163,564
    
    
    $
    157,802
    
    
    $
    5,762
    
    
    
    3.7
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    74,278
    
    
    
    70,747
    
    
    
    3,531
    
    
    
    5.0
    %Selling, general and administrative expenses
    
    
    28,282
    
    
    
    27,276
    
    
    
    1,006
    
    
    
    3.7
    %Management fee expense
    
    
    3,093
    
    
    
    3,026
    
    
    
    67
    
    
    
    2.2
    %Depreciation and amortization
    
    
    26,593
    
    
    
    27,687
    
    
    
    (1,094
    )
    
    
    (4.0
    %)Operating income
    
    
    31,318
    
    
    
    29,066
    
    
    
    2,252
    
    
    
    7.7
    %Interest expense, net
    
    
    (23,543
    )
    
    
    (23,415
    )
    
    
    (128
    )
    
    
    0.5
    %Loss on derivatives, net
    
    
    (10,255
    )
    
    
    (3,300
    )
    
    
    (6,955
    )
    
    NMLoss on early extinguishment of debt
    
    
    
    
    
    
    (5,899
    )
    
    
    5,899
    
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (717
    )
    
    
    (1,143
    )
    
    
    426
    
    
    
    (37.3
    %)Net income (loss)
    
    $
    1,303
    
    
    $
    (191
    )
    
    $
    1,494
    
    
    NMAdjusted OIBDA
    
    $
    58,057
    
    
    $
    56,904
    
    
    $
    1,153
    
    
    
    2.0
    %
  18




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Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    58,057
    
    
    $
    56,904
    
    
    $
    1,153
    
    
    
    2.0
    %Non-cash, share-based compensation
    
    
    (146
    )
    
    
    (151
    )
    
    
    5
    
    
    
    (3.3
    %)Depreciation and amortization
    
    
    (26,593
    )
    
    
    (27,687
    )
    
    
    1,094
    
    
    
    (4.0
    %)Operating income
    
    $
    31,318
    
    
    $
    29,066
    
    
    $
    2,252
    
    
    
    7.7
    %
 Revenues
  Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    100,298
    
    
    $
    100,341
    
    
    $
    (43
    )
    
    
    (0.0
    %)HSD
    
    
    44,348
    
    
    
    40,224
    
    
    
    4,124
    
    
    
    10.3
    %Phone
    
    
    14,681
    
    
    
    13,390
    
    
    
    1,291
    
    
    
    9.6
    %Advertising
    
    
    4,237
    
    
    
    3,847
    
    
    
    390
    
    
    
    10.1
    %Total Revenues
    
    $
    163,564
    
    
    $
    157,802
    
    
    $
    5,762
    
    
    
    3.7
    %
 September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    535,000
    
    
    
    561,000
    
    
    
    (26,000
    )
    
    
    (4.6
    %)Digital customers
    
    
    317,000
    
    
    
    296,000
    
    
    
    21,000
    
    
    
    7.1
    %HSD customers
    
    
    374,000
    
    
    
    345,000
    
    
    
    29,000
    
    
    
    8.4
    %Phone customers
    
    
    153,000
    
    
    
    128,000
    
    
    
    25,000
    
    
    
    19.5
    %RGUs(1)
    
    
    1,379,000
    
    
    
    1,330,000
    
    
    
    49,000
    
    
    
    3.7
    %Average total monthly revenue per basic subscriber (2)
    
    $
    101.53
    
    
    $
    93.26
    
    
    $
    8.27
    
    
    
    8.9
    %
 (1)
    
    RGUs represent the total of basic subscribers and digital, HSD and phone customers.(2)
    
    Represents total average monthly revenues for the quarter divided by total average
basic subscribers for such period.     19




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Loss on Derivatives, Net
   20




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##### Table of Contents



Loss on Early Extinguishment of Debt
 Capital
Structure  New Financings
 Investment Income from Affiliate
  Other Expense, Net
  Net Income (Loss)
  Actual Results of Operations
 Nine Months Ended September 30, 2010 compared to Nine Months Ended September 30, 2009
    21




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##### Table of Contents



Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    487,203
    
    
    $
    476,805
    
    
    $
    10,398
    
    
    
    2.2
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    218,780
    
    
    
    212,346
    
    
    
    6,434
    
    
    
    3.0
    %Selling, general and administrative expenses
    
    
    82,018
    
    
    
    81,343
    
    
    
    675
    
    
    
    0.8
    %Management fee expense
    
    
    9,108
    
    
    
    9,004
    
    
    
    104
    
    
    
    1.2
    %Depreciation and amortization
    
    
    80,803
    
    
    
    84,154
    
    
    
    (3,351
    )
    
    
    (4.0
    %)Operating income
    
    
    96,494
    
    
    
    89,958
    
    
    
    6,536
    
    
    
    7.3
    %Interest expense, net
    
    
    (68,973
    )
    
    
    (68,737
    )
    
    
    (236
    )
    
    
    0.3
    %(Loss) gain on derivatives, net
    
    
    (31,139
    )
    
    
    7,793
    
    
    
    (38,932
    )
    
    NMLoss on sale of cable systems, net
    
    
    
    
    
    
    (377
    )
    
    
    377
    
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    (5,899
    )
    
    
    4,665
    
    
    NMInvestment income from affiliate
    
    
    13,500
    
    
    
    13,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (2,136
    )
    
    
    (2,895
    )
    
    
    759
    
    
    
    (26.2
    %)Net income
    
    $
    6,512
    
    
    $
    33,343
    
    
    $
    (26,831
    )
    
    
    (80.5
    %)Adjusted OIBDA
    
    $
    177,726
    
    
    $
    174,547
    
    
    $
    3,179
    
    
    
    1.8
    %
  Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    177,726
    
    
    $
    174,547
    
    
    $
    3,179
    
    
    
    1.8
    %Non-cash, share-based compensation
    
    
    (429
    )
    
    
    (435
    )
    
    
    6
    
    
    
    (1.4
    %)Depreciation and amortization
    
    
    (80,803
    )
    
    
    (84,154
    )
    
    
    3,351
    
    
    
    (4.0
    %)Operating income
    
    $
    96,494
    
    
    $
    89,958
    
    
    $
    6,536
    
    
    
    7.3
    %
  22




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##### Table of Contents



Revenues
  Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    300,202
    
    
    $
    306,343
    
    
    $
    (6,141
    )
    
    
    (2.0
    %)HSD
    
    
    131,079
    
    
    
    120,111
    
    
    
    10,968
    
    
    
    9.1
    %Phone
    
    
    43,597
    
    
    
    38,658
    
    
    
    4,939
    
    
    
    12.8
    %Advertising
    
    
    12,325
    
    
    
    11,693
    
    
    
    632
    
    
    
    5.4
    %Total Revenues
    
    $
    487,203
    
    
    $
    476,805
    
    
    $
    10,398
    
    
    
    2.2
    %
 September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    535,000
    
    
    
    561,000
    
    
    
    (26,000
    )
    
    
    (4.6
    %)Digital customers
    
    
    317,000
    
    
    
    296,000
    
    
    
    21,000
    
    
    
    7.1
    %HSD customers
    
    
    374,000
    
    
    
    345,000
    
    
    
    29,000
    
    
    
    8.4
    %Phone customers
    
    
    153,000
    
    
    
    128,000
    
    
    
    25,000
    
    
    
    19.5
    %RGUs
    
    
    1,379,000
    
    
    
    1,330,000
    
    
    
    49,000
    
    
    
    3.7
    %Average total monthly revenue per basic subscriber
    
    $
    99.97
    
    
    $
    91.18
    
    
    $
    8.79
    
    
    
    9.6
    %
       23




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
  Loss on Sale of Cable Systems, Net
  Loss on Early Extinguishment of Debt
 Capital Structure  New Financings
  24




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##### Table of Contents



Other Expense, Net
  Net Income
  Liquidity and Capital Resources
 Overview
   Net Cash Flows Provided by Operating Activities
   Net Cash Flows Used in Investing Activities
   25




---



##### Table of Contents



Net Cash Flows Provided By (Used in) Financing Activities
 New Financings
below)
  Capital Structure
  Bank Credit Facility
   New Financings
  Interest Rate Swaps
   26




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##### Table of Contents



Senior Notes
  Covenant Compliance and Debt Ratings
   Contractual Obligations and Commercial Commitments
   New Financings,
  InterestDebt
    
    
    Expense(1)
    
    
    TotalJuly 1, 2010 to June 30, 2011
    
    $
    12,000
    
    
    $
    87,525
    
    
    $
    99,525July 1, 2011 to June 30, 2013
    
    
    24,000
    
    
    
    170,310
    
    
    
    194,310July 1, 2013 to June 30, 2015
    
    
    618,750
    
    
    
    137,080
    
    
    
    755,830Thereafter
    
    
    870,250
    
    
    
    163,321
    
    
    
    1,033,571Total cash obligations
    
    $
    1,525,000
    
    
    $
    558,236
    
    
    $
    2,083,236
 *
    
    Refer to Note 6 in our Notes to Consolidated Financial Statements for a discussion of the new
financings. The amounts included in the table herein reflect our contractual obligations and
commercial commitments as of June 30, 2010.(1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding, and scheduled amortizations, as of June 30, 2010 and the average interest
rates applicable under such debt obligations.  27




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##### Table of Contents



Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Intangibles  Goodwill and Other
    Inflation and Changing Prices
   28




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Mediacom LLC
   Mediacom Capital Corporation
    29




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 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
  30




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCNovember 12, 2010
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  31




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##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONNovember 12, 2010
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  32




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##### Table of Contents



EXHIBIT INDEX
 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
  33