##### 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 June 30, 2008
 Commission File Numbers: 333-57285-01
 333-57285
 Mediacom LLC
Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 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)
  o þ
   o Large accelerated filers
    
    o Accelerated filers
    
    þ Non-accelerated filers
    
    o Smaller reporting company
  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.




---



##### 



MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2008
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) June 30, 2008 and December 31, 2007
    
    
    4Consolidated
Statements of Operations (unaudited) Three and Six Months Ended June 30, 2008 and 2007
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2008 and 2007
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART IIItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 6. Exhibits
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
    3




---



##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   June 30,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash
    
    $
    14,524
    
    
    $
    9,585Accounts receivable, net of allowance for doubtful accounts of $975 and $900
    
    
    35,108
    
    
    
    34,415Prepaid expenses and other current assets
    
    
    8,793
    
    
    
    8,485Total current assets
    
    
    58,425
    
    
    
    52,485Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,054,921 and $1,002,953
    
    
    690,521
    
    
    
    686,987Franchise rights
    
    
    550,763
    
    
    
    550,763Goodwill
    
    
    16,642
    
    
    
    16,642Subscriber
lists, net of accumulated amortization of $137,868 and $137,745
    
    
    835
    
    
    
    1,013Total investment in cable television systems
    
    
    1,258,761
    
    
    
    1,255,405Other assets, net of accumulated amortization of $16,266 and $15,159
    
    
    8,100
    
    
    
    9,256Total assets
    
    $
    1,475,286
    
    
    $
    1,467,146LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    228,865
    
    
    $
    189,063Deferred revenue
    
    
    24,197
    
    
    
    22,879Current portion of long-term debt
    
    
    28,500
    
    
    
    26,500Total current liabilities
    
    
    281,562
    
    
    
    238,442Long-term debt, less current portion
    
    
    1,445,750
    
    
    
    1,479,000Other non-current liabilities
    
    
    10,243
    
    
    
    17,354Total liabilities
    
    
    1,737,555
    
    
    
    1,734,796Commitments and contingencies (Note 8)MEMBERS DEFICITCapital contributions
    
    
    434,517
    
    
    
    438,517Accumulated deficit
    
    
    (696,786
    )
    
    
    (706,167
    )Total members deficit
    
    
    (262,269
    )
    
    
    (267,650
    )Total liabilities and members deficit
    
    $
    1,475,286
    
    
    $
    1,467,146
 
  4




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    153,874
    
    
    $
    142,463
    
    
    $
    302,813
    
    
    $
    276,987Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    66,857
    
    
    
    60,729
    
    
    
    130,360
    
    
    
    118,791Selling, general and administrative expenses
    
    
    27,026
    
    
    
    26,050
    
    
    
    53,591
    
    
    
    51,422Management fee expense
    
    
    2,903
    
    
    
    2,597
    
    
    
    5,832
    
    
    
    5,115Depreciation and amortization
    
    
    28,135
    
    
    
    27,963
    
    
    
    57,204
    
    
    
    53,894Operating income
    
    
    28,953
    
    
    
    25,124
    
    
    
    55,826
    
    
    
    47,765Interest expense, net
    
    
    (25,380
    )
    
    
    (29,817
    )
    
    
    (52,082
    )
    
    
    (59,292
    )Gain (loss) on derivatives, net
    
    
    7,789
    
    
    
    3,901
    
    
    
    (1,109
    )
    
    
    1,825(Loss) gain on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    (170
    )
    
    
    10,781Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    9,000Other expense, net
    
    
    (1,100
    )
    
    
    (1,145
    )
    
    
    (2,084
    )
    
    
    (2,151
    )Net income
    
    $
    14,762
    
    
    $
    2,563
    
    
    $
    9,381
    
    
    $
    7,928
 
  5




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Six Months EndedJune 30,2008
    
    
    2007OPERATING ACTIVITIES:Net income
    
    $
    9,381
    
    
    $
    7,928Adjustments to reconcile net loss to net cash flows provided by operating activities:Depreciation and amortization
    
    
    57,204
    
    
    
    53,894Loss (gain) on derivatives, net
    
    
    1,109
    
    
    
    (1,825
    )Loss (gain) on sale of cable systems, net
    
    
    170
    
    
    
    (10,781
    )Amortization of deferred financing costs
    
    
    1,107
    
    
    
    1,102Share-based compensation
    
    
    180
    
    
    
    236Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (915
    )
    
    
    (568
    )Prepaid expenses and other assets
    
    
    292
    
    
    
    (707
    )Accounts payable, accrued expenses and other current liabilities
    
    
    40,547
    
    
    
    12,745Deferred revenue
    
    
    1,318
    
    
    
    2,029Other non-current liabilities
    
    
    (762
    )
    
    
    (822
    )Net cash flows provided by operating activities
    
    $
    109,631
    
    
    $
    63,231INVESTING ACTIVITIES:Capital expenditures
    
    
    (61,241
    )
    
    
    (49,371
    )Proceeds from sale of cable systems
    
    
    
    
    
    
    22,948Acquisition of cable system
    
    
    
    
    
    
    (7,274
    )Net cash flows used in investing activities
    
    $
    (61,241
    )
    
    $
    (33,697
    )FINANCING ACTIVITIES:New borrowings
    
    
    76,000
    
    
    
    50,000Repayment of debt
    
    
    (107,250
    )
    
    
    (84,585
    )Capital distributions
    
    
    (34,000
    )
    
    
    Capital contributions
    
    
    30,000
    
    
    
    Other financing activities  book overdrafts
    
    
    (8,201
    )
    
    
    (10
    )Net cash flows used in financing activities
    
    $
    (43,451
    )
    
    $
    (34,595
    )Net increase (decrease) in cash
    
    
    4,939
    
    
    
    (5,061
    )CASH, beginning of period
    
    
    9,585
    
    
    
    11,501CASH, end of period
    
    $
    14,524
    
    
    $
    6,440SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    52,202
    
    
    $
    62,467
 
  6




---



##### Table of Contents



1. ORGANIZATION
  Fair Value
Measurements.
   Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Fair
Value Measurements.
  
    
    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.
  7




---



##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51.
 Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133.
 3. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2008
    
    
    2007Cable systems, equipment and subscriber devices
    
    $
    1,671,527
    
    
    $
    1,618,089Vehicles
    
    
    33,163
    
    
    
    32,349Furniture, fixtures and office equipment
    
    
    22,576
    
    
    
    21,696Buildings and leasehold improvements
    
    
    16,640
    
    
    
    16,278Land and land improvements
    
    
    1,536
    
    
    
    1,5281,745,442
    
    
    
    1,689,940Accumulated depreciation
    
    
    (1,054,921
    )
    
    
    (1,002,953
    )Property, plant and equipment, net
    
    $
    690,521
    
    
    $
    686,987
  8




---



##### Table of Contents



4. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2008
    
    
    2007Accounts payable  affiliates
    
    $
    98,173
    
    
    $
    48,823Accrued interest
    
    
    27,941
    
    
    
    27,957Accrued programming costs
    
    
    18,072
    
    
    
    17,844Accrued taxes and fees
    
    
    15,818
    
    
    
    17,383Book overdrafts (1)
    
    
    14,292
    
    
    
    22,497Subscriber advance payments
    
    
    9,790
    
    
    
    5,962Accrued payroll and benefits
    
    
    9,385
    
    
    
    9,369Accrued service costs
    
    
    9,183
    
    
    
    10,879Accrued property, plant and equipment
    
    
    8,952
    
    
    
    4,376Liability under interest rate exchange agreements
    
    
    7,456
    
    
    
    Accounts payable
    
    
    2,935
    
    
    
    8,579Accrued telecommunications costs
    
    
    1,188
    
    
    
    6,726Other accrued expenses
    
    
    5,680
    
    
    
    8,668Accounts payable, accrued expenses and other current liabilities
    
    $
    228,865
    
    
    $
    189,063
 (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 cash flows from financing activities in our consolidated statement of
cash flows. 5. DEBT
  June 30,
    
    
    December 31,2008
    
    
    2007Bank credit facilities
    
    $
    849,250
    
    
    $
    880,50077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,000$
    1,474,250
    
    
    $
    1,505,500Less: Current portion
    
    
    28,500
    
    
    
    26,500Total long-term debt
    
    $
    1,445,750
    
    
    $
    1,479,000
 Bank Credit Facilities
 ,
   9




---



##### Table of Contents



Interest Rate Exchange Agreements
   6. MEMBERS DEFICIT
 Share-based Compensation
  Three Months Ended June 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    4
    
    
    $
    20Employee stock purchase plan
    
    
    13
    
    
    
    13Restricted stock units
    
    
    24
    
    
    
    92Total share-based compensation expense
    
    $
    41
    
    
    $
    125
  Six Months Ended June 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    25
    
    
    $
    45Employee stock purchase plan
    
    
    25
    
    
    
    27Restricted stock units
    
    
    130
    
    
    
    163Total share-based compensation expense
    
    $
    180
    
    
    $
    235
   10




---



##### Table of Contents



Employee Stock Purchase Plan
  7. INVESTMENT IN AFFILIATED COMPANY
  8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v.
Mediacom LLC
   11




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    Retransmission Consent
   Adjusted OIBDA
   12




---



##### Table of Contents



Actual Results of Operations
 Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007
  Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    153,874
    
    
    $
    142,463
    
    
    $
    11,411
    
    
    
    8.0
    %Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    66,857
    
    
    
    60,729
    
    
    
    6,128
    
    
    
    10.1
    %Selling, general and administrative expenses
    
    
    27,026
    
    
    
    26,050
    
    
    
    976
    
    
    
    3.7
    %Management fee expense
    
    
    2,903
    
    
    
    2,597
    
    
    
    306
    
    
    
    11.8
    %Depreciation and amortization
    
    
    28,135
    
    
    
    27,963
    
    
    
    172
    
    
    
    0.6
    %Operating income
    
    
    28,953
    
    
    
    25,124
    
    
    
    3,829
    
    
    
    15.2
    %Interest expense, net
    
    
    (25,380
    )
    
    
    (29,817
    )
    
    
    4,437
    
    
    
    (14.9
    %)Gain on derivatives, net
    
    
    7,789
    
    
    
    3,901
    
    
    
    3,888
    
    
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (1,100
    )
    
    
    (1,145
    )
    
    
    45
    
    
    
    (3.9
    %)Net income
    
    $
    14,762
    
    
    $
    2,563
    
    
    $
    12,199
    
    
    NMAdjusted OIBDA
    
    $
    57,129
    
    
    $
    53,212
    
    
    $
    3,917
    
    
    
    7.4
    %
  Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    57,129
    
    
    $
    53,212
    
    
    $
    3,917
    
    
    
    7.4
    %Non-cash, share-based compensation
    
    
    (41
    )
    
    
    (125
    )
    
    
    84
    
    
    
    (67.2
    %)Depreciation and amortization
    
    
    (28,135
    )
    
    
    (27,963
    )
    
    
    (172
    )
    
    
    0.6
    %Operating income
    
    $
    28,953
    
    
    $
    25,124
    
    
    $
    3,829
    
    
    
    15.2
    %
  13




---



##### Table of Contents



Revenues
  Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    102,812
    
    
    $
    101,220
    
    
    
    1,592
    
    
    
    1.6
    %HSD
    
    
    36,325
    
    
    
    31,335
    
    
    
    4,990
    
    
    
    15.9
    %Phone
    
    
    9,837
    
    
    
    5,061
    
    
    
    4,776
    
    
    
    94.4
    %Advertising
    
    
    4,900
    
    
    
    4,847
    
    
    
    53
    
    
    
    1.1
    %Total Revenues
    
    $
    153,874
    
    
    $
    142,463
    
    
    
    11,411
    
    
    
    8.0
    %
 June 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    606,000
    
    
    
    616,000
    
    
    
    (10,000
    )
    
    
    (1.6
    %)Digital customers
    
    
    264,000
    
    
    
    228,000
    
    
    
    36,000
    
    
    
    15.8
    %HSD customers
    
    
    323,000
    
    
    
    278,000
    
    
    
    45,000
    
    
    
    16.2
    %Phone customers
    
    
    100,000
    
    
    
    58,000
    
    
    
    42,000
    
    
    
    72.4
    %RGUs(1)
    
    
    1,293,000
    
    
    
    1,180,000
    
    
    
    113,000
    
    
    
    9.6
    %Average total monthly revenue per RGU(2)
    
    $
    40.17
    
    
    $
    40.38
    
    
    $
    (0.21
    )
    
    
    (0.5
    %)
 (1)
    
    RGUs represent the total of basic subscribers and digital, HSD and phone customers.(2)
    
    Represents average monthly revenues for the quarter divided by average RGUs for such period.        14




---



##### Table of Contents



Costs and Expenses
       Adjusted OIBDA
  Operating Income
  Interest Expense, Net
   15




---



##### Table of Contents



Gain on Derivatives, Net
  Investment Income from Affiliate
  Net Income
  Actual Results of Operations
 Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007
  Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    302,813
    
    
    $
    276,987
    
    
    $
    25,826
    
    
    
    9.3
    %Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    130,360
    
    
    
    118,791
    
    
    
    11,569
    
    
    
    9.7
    %Selling, general and administrative expenses
    
    
    53,591
    
    
    
    51,422
    
    
    
    2,169
    
    
    
    4.2
    %Management fee expense
    
    
    5,832
    
    
    
    5,115
    
    
    
    717
    
    
    
    14.0
    %Depreciation and amortization
    
    
    57,204
    
    
    
    53,894
    
    
    
    3,310
    
    
    
    6.1
    %Operating income
    
    
    55,826
    
    
    
    47,765
    
    
    
    8,061
    
    
    
    16.9
    %Interest expense, net
    
    
    (52,082
    )
    
    
    (59,292
    )
    
    
    7,210
    
    
    
    (12.2
    %)(Loss) gain on derivatives, net
    
    
    (1,109
    )
    
    
    1,825
    
    
    
    (2,934
    )
    
    NM(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    10,781
    
    
    
    (10,951
    )
    
    NMInvestment income from affiliate
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    NMOther expense, net
    
    
    (2,084
    )
    
    
    (2,151
    )
    
    
    67
    
    
    
    (3.1
    %)Net income
    
    $
    9,381
    
    
    $
    7,928
    
    
    $
    1,453
    
    
    
    18.3
    %Adjusted OIBDA
    
    $
    113,210
    
    
    $
    101,894
    
    
    $
    11,316
    
    
    
    11.1
    %
  16




---



##### Table of Contents



Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    113,210
    
    
    $
    101,894
    
    
    $
    11,316
    
    
    
    11.1
    %Non-cash, share-based compensation
    
    
    (180
    )
    
    
    (235
    )
    
    
    55
    
    
    
    (23.4
    %)Depreciation and amortization
    
    
    (57,204
    )
    
    
    (53,894
    )
    
    
    (3,310
    )
    
    
    6.1
    %Operating income
    
    $
    55,826
    
    
    $
    47,765
    
    
    $
    8,061
    
    
    
    16.9
    %
 Revenues
  Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    204,040
    
    
    $
    197,710
    
    
    
    6,330
    
    
    
    3.2
    %HSD
    
    
    71,033
    
    
    
    60,802
    
    
    
    10,231
    
    
    
    16.8
    %Phone
    
    
    18,272
    
    
    
    8,997
    
    
    
    9,275
    
    
    
    103.1
    %Advertising
    
    
    9,468
    
    
    
    9,478
    
    
    
    (10
    )
    
    
    (0.1
    %)Total Revenues
    
    $
    302,813
    
    
    $
    276,987
    
    
    
    25,826
    
    
    
    9.3
    %
 June 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    606,000
    
    
    
    616,000
    
    
    
    (10,000
    )
    
    
    (1.6
    %)Digital customers
    
    
    264,000
    
    
    
    228,000
    
    
    
    36,000
    
    
    
    15.8
    %HSD customers
    
    
    323,000
    
    
    
    278,000
    
    
    
    45,000
    
    
    
    16.2
    %Phone customers
    
    
    100,000
    
    
    
    58,000
    
    
    
    42,000
    
    
    
    72.4
    %RGUs
    
    
    1,293,000
    
    
    
    1,180,000
    
    
    
    113,000
    
    
    
    9.6
    %Average total monthly revenue per RGU
    
    $
    40.13
    
    
    $
    39.71
    
    
    $
    0.42
    
    
    
    1.1
    %
       17




---



##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss)
Gain on Derivatives, Net
   18




---



##### Table of Contents



Gain on Sale of Cable Systems, Net
  Investment Income from Affiliate
  Net Income
  Liquidity and Capital Resources
 Overview
   Bank Credit Facilities
   Interest Rate Exchange Agreements
    19




---



##### Table of Contents



Senior Notes
  Covenant Compliance and Debt Ratings
  Operating Activities
   Investing Activities
  Financing Activities
   Contractual Obligations and Commercial Commitments
   20




---



##### Table of Contents



Critical Accounting Policies
  Inflation and Changing Prices
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Mediacom LLC
   Mediacom Capital Corporation
    21




---



##### 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
  22




---



##### Table of Contents



SIGNATURES
  MEDIACOM LLCAugust 12, 2008
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  23




---



##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONAugust 12, 2008
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  24




---



##### 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
  25