##### 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 September 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
 o þ




---



MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2005
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited)
September 30, 2005 and December 31, 2004
    
    
    1Consolidated Statements of Operations (unaudited)
Three Months Ended September 30, 2005 and 2004
    
    
    2Consolidated Statements of Operations (unaudited)
Nine Months Ended September 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 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
    
    
    25Item 4.
    
    Controls and Procedures
    
    
    26PART IIItem 1.
    
    Legal Proceedings
    
    
    28Item 6.
    
    Exhibits
    
    
    28EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




---



##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    6,427
    
    
    $
    12,131Investments
    
    
    
    
    
    
    1,987Subscriber accounts receivable, net of allowance for doubtful
accounts of $1,143 and $856, respectively
    
    
    26,075
    
    
    
    26,929Prepaid expenses and other assets
    
    
    3,456
    
    
    
    14,216Total current assets
    
    
    35,958
    
    
    
    55,263Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of
$798,679 and $728,048, respectively
    
    
    714,895
    
    
    
    698,363Franchise costs, net of accumulated amortization of
$102,195 and $102,195, respectively
    
    
    552,513
    
    
    
    552,513Goodwill, net of accumulated amortization of
$2,682 and $2,682, respectively
    
    
    11,535
    
    
    
    11,535Subscriber lists and other intangible assets, net of accumulated
amortization of $138,453 and $137,738, respectively
    
    
    99
    
    
    
    814Total investment in cable television systems
    
    
    1,279,042
    
    
    
    1,263,225Other assets, net of accumulated amortization of $12,063 and
$14,443, respectively
    
    
    24,275
    
    
    
    23,412Total assets
    
    $
    1,489,275
    
    
    $
    1,491,900LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccrued liabilities
    
    $
    95,432
    
    
    $
    107,520Deferred revenue
    
    
    18,586
    
    
    
    17,876Current portion of long-term debt
    
    
    6,405
    
    
    
    6,384Total current liabilities
    
    
    120,423
    
    
    
    131,780Long-term debt, less current portion
    
    
    1,477,979
    
    
    
    1,466,793Other non-current liabilities
    
    
    10,111
    
    
    
    12,634Total liabilities
    
    
    1,608,513
    
    
    
    1,611,207Commitments and contingenciesMEMBERS DEFICITCapital contributions
    
    
    548,521
    
    
    
    548,521Accumulated deficit
    
    
    (667,759
    )
    
    
    (667,828
    )Total members deficit
    
    
    (119,238
    )
    
    
    (119,307
    )Total liabilities and members deficit
    
    $
    1,489,275
    
    
    $
    1,491,900
 1




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months EndedSeptember 30,2005
    
    
    2004Revenues
    
    $
    122,274
    
    
    $
    116,048Costs and expenses:Service costs (exclusive of depreciation and amortization of
$25,445 and $28,074, respectively, shown separately below)
    
    
    51,258
    
    
    
    46,720Selling, general and administrative expenses
    
    
    23,905
    
    
    
    22,442Management fee expense
    
    
    2,464
    
    
    
    2,297Depreciation and amortization
    
    
    25,445
    
    
    
    28,074Operating income
    
    
    19,202
    
    
    
    16,515Interest expense, net
    
    
    (25,427
    )
    
    
    (24,656
    )Gain (loss) on derivatives, net
    
    
    2,936
    
    
    
    (2,072
    )Gain on sale of assets and investments, net
    
    
    1,446
    
    
    
    Investment income from affiliate
    
    
    4,500
    
    
    
    4,500Other expense
    
    
    (1,045
    )
    
    
    (1,027
    )Net income (loss)
    
    $
    1,612
    
    
    $
    (6,740
    )
 2




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Nine Months EndedSeptember 30,2005
    
    
    2004Revenues
    
    $
    362,810
    
    
    $
    355,962Costs and expenses:Service costs (exclusive of depreciation and amortization of
$74,232 and $81,823, respectively, shown separately below)
    
    
    148,628
    
    
    
    138,434Selling, general and administrative expenses
    
    
    69,900
    
    
    
    65,541Management fee expense
    
    
    7,374
    
    
    
    6,737Depreciation and amortization
    
    
    74,232
    
    
    
    81,823Operating income
    
    
    62,676
    
    
    
    63,427Interest expense, net
    
    
    (75,573
    )
    
    
    (72,455
    )Loss on early extinguishment of debt
    
    
    (4,742
    )
    
    
    Gain on derivatives, net
    
    
    5,297
    
    
    
    2,798Gain on sale of assets and investments, net
    
    
    2,628
    
    
    
    5,885Investment income from affiliate
    
    
    13,500
    
    
    
    13,500Other expense
    
    
    (3,717
    )
    
    
    (3,103
    )Net income
    
    $
    69
    
    
    $
    10,052
 3




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Nine Months EndedSeptember 30,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    69
    
    
    $
    10,052Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    74,232
    
    
    
    81,823Gain on derivatives, net
    
    
    (5,297
    )
    
    
    (2,798
    )Gain on sale of assets and investments, net
    
    
    (2,628
    )
    
    
    (5,885
    )Loss on early extinguishment of debt
    
    
    4,742
    
    
    
    Amortization of deferred financing costs
    
    
    2,313
    
    
    
    2,475Amortization of deferred compensation
    
    
    84
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions:Subscriber accounts receivable, net
    
    
    854
    
    
    
    1,350Prepaid expenses and other assets
    
    
    10,813
    
    
    
    4,946Accrued liabilities
    
    
    (12,089
    )
    
    
    1,041Deferred revenue
    
    
    710
    
    
    
    1,716Other non-current liabilities
    
    
    (2,607
    )
    
    
    2,747Net cash flows provided by operating activities
    
    
    71,196
    
    
    
    97,467CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (89,840
    )
    
    
    (61,509
    )Acquisition of cable television systems
    
    
    
    
    
    
    (3,372
    )Proceeds from the sale of assets and investments
    
    
    4,616
    
    
    
    10,556Other investment activities
    
    
    
    
    
    
    (23
    )Net cash flows used in investing activities
    
    
    (85,224
    )
    
    
    (54,348
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    493,000
    
    
    
    85,000Repayment of debt
    
    
    (284,626
    )
    
    
    (134,048
    )Redemption of senior notes
    
    
    (200,000
    )
    
    
    Other financing activities
    
    
    (50
    )
    
    
    Net cash flows provided by (used in) financing activities
    
    
    8,324
    
    
    
    (49,048
    )Net decrease in cash and cash equivalents
    
    
    (5,704
    )
    
    
    (5,929
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    12,131
    
    
    
    13,417CASH AND CASH EQUIVALENTS, end of period
    
    $
    6,427
    
    
    $
    7,488SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    94,008
    
    
    $
    83,332
 4




---



##### Table of Contents



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
  5




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Programming Costs
  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




---



##### Table of Contents



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




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    (4) Property, Plant and Equipment
  September 30,
    
    
    December 31,2005
    
    
    2004Land and land improvements
    
    $
    1,486
    
    
    $
    1,428Buildings and leasehold improvements
    
    
    16,462
    
    
    
    15,606Cable systems, equipment and subscriber devices
    
    
    1,448,418
    
    
    
    1,365,701Vehicles
    
    
    29,991
    
    
    
    28,347Furniture, fixtures and office equipment
    
    
    17,217
    
    
    
    15,3291,513,574
    
    
    
    1,426,411Accumulated depreciation
    
    
    (798,679
    )
    
    
    (728,048
    )Property, plant and equipment, net
    
    $
    714,895
    
    
    $
    698,363
 ,
 (5) Intangible Assets
  8




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Goodwill and Other Intangible Assets,
 (6) Accrued Liabilities
  September 30,
    
    
    December 31,2005
    
    
    2004Accrued interest
    
    $
    16,285
    
    
    $
    33,041Accrued payroll and benefits
    
    
    9,695
    
    
    
    7,724Accrued programming costs
    
    
    22,306
    
    
    
    25,693Accrued property, plant and equipment
    
    
    10,997
    
    
    
    8,394Accrued service costs
    
    
    6,436
    
    
    
    5,738Accrued taxes and fees
    
    
    15,001
    
    
    
    13,667Accrued telecommunications
    
    
    2,506
    
    
    
    4,436Subscriber advance payments
    
    
    5,302
    
    
    
    4,747Other accrued expenses
    
    
    6,904
    
    
    
    4,080$
    95,432
    
    
    $
    107,520
 9




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (7) Debt
  September 30,
    
    
    December 31,2005
    
    
    2004Bank credit facilities
    
    $
    857,875
    
    
    $
    646,00081/2% senior notes
    
    
    
    
    
    
    200,00077/8% senior notes
    
    
    125,000
    
    
    
    125,00091/2% senior notes
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    1,509
    
    
    
    2,177$
    1,484,384
    
    
    $
    1,473,177Less: current portion
    
    
    6,405
    
    
    
    6,384Total long-term debt
    
    $
    1,477,979
    
    
    $
    1,466,793
   1 2
   (8) Stock-Based Compensation
 Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation,
 10




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
     Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net (loss) income as reported
    
    $
    1,612
    
    
    $
    (6,740
    )
    
    $
    69
    
    
    $
    10,052Add: Total stock-based compensation
expense included in net income
as reported above
    
    
    35
    
    
    
    
    
    
    
    84
    
    
    
    Deduct: Total stock-based compensation
expense determined under fair
value based method for all awards
    
    
    (217
    )
    
    
    (588
    )
    
    
    (654
    )
    
    
    (1,781
    )Pro forma net income (loss)
    
    $
    1,430
    
    
    $
    (7,328
    )
    
    $
    (501
    )
    
    $
    8,271
  (9) Investment in Affiliated Company
  (11) Legal Proceedings
  (12) Sale of Assets and Investments
  11




---



##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  (13) Hurricane Losses
     12




---



##### Table of Contents



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




---



##### Table of Contents



14




---



##### Table of Contents



Actual Results of Operations
 Three Months Ended September 30, 2005 Compared To Three Months Ended September 30, 2004
  Three Months EndedSeptember 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    122,274
    
    
    $
    116,048
    
    
    $
    6,226
    
    
    
    5.4
    %Costs and expenses:Service costs
    
    
    51,258
    
    
    
    46,720
    
    
    
    4,538
    
    
    
    9.7
    %Selling, general and
administrative expenses
    
    
    23,905
    
    
    
    22,442
    
    
    
    1,463
    
    
    
    6.5
    %Management fee expense
    
    
    2,464
    
    
    
    2,297
    
    
    
    167
    
    
    
    7.3
    %Depreciation and amortization
    
    
    25,445
    
    
    
    28,074
    
    
    
    (2,629
    )
    
    
    (9.4
    %)Operating income
    
    
    19,202
    
    
    
    16,515
    
    
    
    2,687
    
    
    
    16.3
    %Interest expense, net
    
    
    (25,427
    )
    
    
    (24,656
    )
    
    
    (771
    )
    
    
    3.1
    %Gain (loss) on derivatives, net
    
    
    2,936
    
    
    
    (2,072
    )
    
    
    5,008
    
    
    NMGain on sale of assets and investments, net
    
    
    1,446
    
    
    
    
    
    
    
    1,446
    
    
    NMInvestment income
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    
    0.0
    %Other expense
    
    
    (1,045
    )
    
    
    (1,027
    )
    
    
    (18
    )
    
    
    1.8
    %Net income (loss)
    
    $
    1,612
    
    
    $
    (6,740
    )
    
    $
    8,352
    
    
    NM
 Revenues
  Three Months Ended September 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    Amount
    
    
    Revenues
    
    $ Change
    
    
    % ChangeVideo
    
    $
    95,812
    
    
    
    78.4
    %
    
    $
    95,728
    
    
    
    82.5
    %
    
    $
    84
    
    
    
    0.1
    %Data
    
    
    22,348
    
    
    
    18.2
    %
    
    
    17,121
    
    
    
    14.7
    %
    
    
    5,227
    
    
    
    30.5
    %Advertising
    
    
    4,114
    
    
    
    3.4
    %
    
    
    3,199
    
    
    
    2.8
    %
    
    
    915
    
    
    
    28.6
    %$
    122,274
    
    
    
    100.0
    %
    
    $
    116,048
    
    
    
    100.0
    %
    
    $
    6,226
    
    
    
    5.4
    %
   15




---



##### Table of Contents



Costs and Expenses
     16




---



##### Table of Contents



.
 Interest Expense, Net
 1 2 1 2
 Gain (Loss) on Derivatives, Net
  Gain on Sale of Asset and Investments, Net
  Investment Income from Affiliate
  Other Expense
  17




---



##### Table of Contents



Net Income (Loss)
  Nine months Ended September 30, 2005 Compared to Nine months Ended September 30, 2004
  Nine Months EndedSeptember 30,2005
    
    
    2004
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    362,810
    
    
    $
    355,962
    
    
    $
    6,848
    
    
    
    1.9
    %Costs and expenses:Service costs
    
    
    148,628
    
    
    
    138,434
    
    
    
    10,194
    
    
    
    7.4
    %Selling, general and administrative expenses
    
    
    69,900
    
    
    
    65,541
    
    
    
    4,359
    
    
    
    6.7
    %Management fee expense
    
    
    7,374
    
    
    
    6,737
    
    
    
    637
    
    
    
    9.5
    %Depreciation and amortization
    
    
    74,232
    
    
    
    81,823
    
    
    
    (7,591
    )
    
    
    (9.3
    %)Operating income
    
    
    62,676
    
    
    
    63,427
    
    
    
    (751
    )
    
    
    (1.2
    %)Interest expense, net
    
    
    (75,573
    )
    
    
    (72,455
    )
    
    
    (3,118
    )
    
    
    4.3
    %Loss on early extinquishment of debt
    
    
    (4,742
    )
    
    
    
    
    
    
    (2,834
    )
    
    NMGain on derivatives, net
    
    
    5,297
    
    
    
    2,798
    
    
    
    2,499
    
    
    NMGain on sale of assets and investments, net
    
    
    2,628
    
    
    
    5,885
    
    
    
    (3,257
    )
    
    NMInvestment income
    
    
    13,500
    
    
    
    13,500
    
    
    
    
    
    
    
    0.0
    %Other expense
    
    
    (3,717
    )
    
    
    (3,103
    )
    
    
    (614
    )
    
    
    19.8
    %Net income
    
    $
    69
    
    
    $
    10,052
    
    
    $
    (9,983
    )
    
    NM
 Revenues
  Nine Months Ended September 30,2005
    
    
    2004% of
    
    
    
    
    
    
    % ofAmount
    
    
    Revenues
    
    Amount
    
    
    Revenues
    
    $ Change
    
    
    % ChangeVideo
    
    $
    288,908
    
    
    
    79.6
    %
    
    $
    296,698
    
    
    
    83.4
    %
    
    $
    (7,790
    )
    
    
    (2.6
    %)Data
    
    
    63,497
    
    
    
    17.5
    %
    
    
    49,968
    
    
    
    14.0
    %
    
    
    13,529
    
    
    
    27.1
    %Advertising
    
    
    10,405
    
    
    
    2.9
    %
    
    
    9,296
    
    
    
    2.6
    %
    
    
    1,109
    
    
    
    11.9
    %$
    362,810
    
    
    
    100.0
    %
    
    $
    355,962
    
    
    
    100.0
    %
    
    $
    6,848
    
    
    
    1.9
    %
  18




---



##### Table of Contents



Costs and Expenses
      19




---



##### Table of Contents



Interest Expense, Net
 1 2
 Loss on Early Extinguishment of Debt
 1 2
 Gain on Derivatives, Net
  Gain on Sale of Asset and Investments Net
  Investment Income from Affiliate
  Other Expense
  Net Income
  20




---



##### Table of Contents



Liquidity and Capital Resources
 Overview
     Operating Activities
  Investing Activities
   21




---



##### Table of Contents



Financing Activities
   1 2
 Other
   Contractual Obligations and Commercial Commitments
  Capital
    
    
    Operating
    
    
    InterestDebt
    
    
    Leases
    
    
    Leases
    
    
    Expense(1)
    
    
    TotalOctober 1, 2005 to September 30, 2006
    
    $
    5,500
    
    
    $
    905
    
    
    $
    1,589
    
    
    $
    105,669
    
    
    $
    113,663October 1, 2006 to September 30, 2007
    
    
    5,500
    
    
    
    597
    
    
    
    1,250
    
    
    
    105,327
    
    
    
    112,674October 1, 2007 to September 30, 2008
    
    
    20,500
    
    
    
    7
    
    
    
    870
    
    
    
    104,995
    
    
    
    126,372October 1, 2008 to September 30, 2009
    
    
    28,500
    
    
    
    
    
    
    
    651
    
    
    
    104,112
    
    
    
    133,263October 1, 2009 to September 30, 2010
    
    
    49,000
    
    
    
    
    
    
    
    482
    
    
    
    102,544
    
    
    
    152,026Thereafter
    
    
    1,373,875
    
    
    
    
    
    
    
    1,943
    
    
    
    224,552
    
    
    
    1,600,370Total cash obligations
    
    $
    1,482,875
    
    
    $
    1,509
    
    
    $
    6,785
    
    
    $
    747,199
    
    
    $
    2,238,368* Refer to Note 7 to our unaudited consolidated financial statements for a discussion of our long-term debt.
 
 (1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding as of September 30, 2005 and the average interest rates applicable under
such debt obligations. 22




---



##### Table of Contents



Critical Accounting Policies
   Revenue Recognition
  Programming Costs
  Allowance for Doubtful Accounts
  Property, Plant and Equipment
 Financial
Reporting by Cable Television Companies,
 23




---



##### 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.
   24




---



##### Table of Contents



Inflation and Changing Prices
  25




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Senior
    
    
    Bank Credit
    
    
    Capital LeaseNotes
    
    
    Facility
    
    
    Obligations
    
    
    TotalExpected Maturity:October 1, 2005 to September 30, 2006
    
    $
    
    
    
    $
    5,500
    
    
    $
    905
    
    
    $
    6,405October 1, 2006 to September 30, 2007
    
    
    
    
    
    
    5,500
    
    
    
    597
    
    
    
    6,097October 1, 2007 to September 30, 2008
    
    
    
    
    
    
    20,500
    
    
    
    7
    
    
    
    20,507October 1, 2008 to September 30, 2009
    
    
    
    
    
    
    28,500
    
    
    
    
    
    
    
    28,500October 1, 2009 to September 30, 2010
    
    
    
    
    
    
    49,000
    
    
    
    
    
    
    
    49,000Thereafter
    
    
    625,000
    
    
    
    748,875
    
    
    
    
    
    
    
    1,373,875Total
    
    $
    625,000
    
    
    $
    857,875
    
    
    $
    1,509
    
    
    $
    1,484,384Fair Value
    
    $
    616,250
    
    
    $
    857,875
    
    
    $
    1,509
    
    
    $
    1,475,634Weighted Average Interest Rate
    
    
    9.2
    %
    
    
    5.7
    %
    
    
    3.1
    %
    
    
    7.2
    %
 26




---



##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
 Mediacom LLC
   Mediacom Capital Corporation
   27




---



##### 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
 28




---



##### Table of Contents



SIGNATURES
  MEDIACOM LLCNovember 14, 2005
    
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President,
     Chief Financial Officer and Treasurer
 29




---



##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONNovember 14, 2005
    
    By:
    /s/ Mark E. StephanMark E. StephanTreasurer and Secretary
 30