##### 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, 2010
 Commission File Numbers: 333-57285-01
 333-57285
 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 Yes o No
 o Yes o No
  o Large accelerated filers
    
    o Accelerated filers
    
    þ Non-accelerated filers
    
    o Smaller reporting companies
 o Yes þ No
  *
    
    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, 2010
TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) June 30, 2010 and December 31, 2009
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2010 and 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 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
    2




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##### Table of Contents



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;
 
    
    fluctuations in short term interest rates which may cause our interest expense to vary
from quarter to quarter;
 
    
    instability in the capital and credit markets, which may impact our ability to refinance
future debt maturities or provide funding for 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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##### Table of Contents



PART I
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCURRENT ASSETSCash
    
    $
    9,216
    
    
    $
    8,868Accounts receivable, net of allowance for doubtful accounts of $1,105 and $927
    
    
    35,588
    
    
    
    37,405Prepaid expenses and other current assets
    
    
    10,466
    
    
    
    7,272Total current assets
    
    
    55,270
    
    
    
    53,545Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Property, plant and equipment, net of accumulated depreciation of $1,153,305
and $1,098,785
    
    
    694,079
    
    
    
    694,216Franchise rights
    
    
    616,807
    
    
    
    616,807Goodwill
    
    
    24,046
    
    
    
    24,046Subscriber lists, net of accumulated amortization of $117,564 and $117,351
    
    
    713
    
    
    
    927Other assets, net of accumulated amortization of $2,407 and $2,920
    
    
    29,184
    
    
    
    28,679Total assets
    
    $
    1,570,099
    
    
    $
    1,568,220LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    170,635
    
    
    $
    213,974Deferred revenue
    
    
    25,750
    
    
    
    25,327Current portion of long-term debt
    
    
    12,000
    
    
    
    59,500Total current liabilities
    
    
    208,385
    
    
    
    298,801Long-term debt, less current portion
    
    
    1,513,000
    
    
    
    1,450,500Other non-current liabilities
    
    
    26,488
    
    
    
    9,906Total liabilities
    
    
    1,747,873
    
    
    
    1,759,207Commitments and contingencies (Note 9)MEMBERS DEFICITCapital contributions
    
    
    463,973
    
    
    
    455,973Accumulated deficit
    
    
    (641,747
    )
    
    
    (646,960
    )Total members deficit
    
    
    (177,774
    )
    
    
    (190,987
    )Total liabilities and members deficit
    
    $
    1,570,099
    
    
    $
    1,568,220
   4




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    163,739
    
    
    $
    157,186
    
    
    $
    323,639
    
    
    $
    319,003Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    73,243
    
    
    
    69,419
    
    
    
    144,503
    
    
    
    141,599Selling, general and administrative expenses
    
    
    27,322
    
    
    
    26,834
    
    
    
    53,736
    
    
    
    54,067Management fee expense
    
    
    3,046
    
    
    
    2,996
    
    
    
    6,015
    
    
    
    5,978Depreciation and amortization
    
    
    27,309
    
    
    
    27,874
    
    
    
    54,210
    
    
    
    56,467Operating income
    
    
    32,819
    
    
    
    30,063
    
    
    
    65,175
    
    
    
    60,892Interest expense, net
    
    
    (23,585
    )
    
    
    (23,276
    )
    
    
    (45,430
    )
    
    
    (45,322
    )(Loss) gain on derivatives, net
    
    
    (14,423
    )
    
    
    11,613
    
    
    
    (20,884
    )
    
    
    11,093Loss on sale of cable systems, net
    
    
    
    
    
    
    (66
    )
    
    
    
    
    
    
    (377
    )Loss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    
    Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    9,000Other expense, net
    
    
    (666
    )
    
    
    (891
    )
    
    
    (1,418
    )
    
    
    (1,752
    )Net (loss) income
    
    $
    (2,589
    )
    
    $
    21,943
    
    
    $
    5,209
    
    
    $
    33,534
   5




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Six Months EndedJune 30,2010
    
    
    2009OPERATING ACTIVITIES:Net income
    
    $
    5,209
    
    
    $
    33,534Adjustments to reconcile net loss to net cash flows provided by
operating activities:Depreciation and amortization
    
    
    54,210
    
    
    
    56,467Loss (gain) on derivatives, net
    
    
    20,884
    
    
    
    (11,093
    )Loss on sale of cable systems, net
    
    
    
    
    
    
    377Loss on early extinguishment of debt
    
    
    1,234
    
    
    
    Amortization of deferred financing costs
    
    
    1,559
    
    
    
    815Share-based compensation
    
    
    284
    
    
    
    284Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    1,817
    
    
    
    (2,953
    )Prepaid expenses and other assets
    
    
    (2,906
    )
    
    
    2,006Accounts payable, accrued expenses and other current liabilities
    
    
    (43,846
    )
    
    
    10,301Deferred revenue
    
    
    423
    
    
    
    9Other non-current liabilities
    
    
    (126
    )
    
    
    (131
    )Net cash flows provided by operating activities
    
    $
    38,742
    
    
    $
    89,616INVESTING ACTIVITIES:Capital expenditures
    
    
    (49,755
    )
    
    
    (48,593
    )Net cash flows used in investing activities
    
    $
    (49,755
    )
    
    $
    (48,593
    )FINANCING ACTIVITIES:New borrowings
    
    
    498,875
    
    
    
    236,875Repayment of debt
    
    
    (483,875
    )
    
    
    (242,875
    )Capital contributions from parent
    
    
    45,000
    
    
    
    80,498Capital distributions to parent
    
    
    (37,000
    )
    
    
    (110,000
    )Financing costs
    
    
    (6,918
    )
    
    
    Other financing activities  book overdrafts
    
    
    (4,721
    )
    
    
    (1,435
    )Net cash flows provided by (used in) financing activities
    
    $
    11,361
    
    
    $
    (36,937
    )Net increase in cash
    
    
    348
    
    
    
    4,086CASH, beginning of period
    
    
    8,868
    
    
    
    10,060CASH, end of period
    
    $
    9,216
    
    
    $
    14,146SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    44,681
    
    
    $
    46,809NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with affiliate (Note 9)
    
    $
    
    
    
    $
    108,643
   6




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##### Table of Contents



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




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##### Table of Contents



Fair Value as of June 30, 2010(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    40,589
    
    
    $
    
    
    
    $
    40,589Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    40,589
    
    
    $
    
    
    
    $
    40,589
  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
 4. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2010
    
    
    2009Cable systems, equipment and subscriber devices
    
    $
    1,771,896
    
    
    $
    1,717,512Vehicles
    
    
    35,574
    
    
    
    36,507Furniture, fixtures and office equipment
    
    
    22,512
    
    
    
    21,692Buildings and leasehold improvements
    
    
    15,867
    
    
    
    15,755Land and land improvements
    
    
    1,535
    
    
    
    1,5351,847,384
    
    
    
    1,793,001Accumulated depreciation
    
    
    (1,153,305
    )
    
    
    (1,098,785
    )Property, plant and equipment, net
    
    $
    694,079
    
    
    $
    694,216
  8




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5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2010
    
    
    2009Accounts payable  affiliates
    
    $
    57,381
    
    
    $
    101,340Liabilities under interest rate exchange agreements
    
    
    18,977
    
    
    
    17,854Accrued programming costs
    
    
    17,918
    
    
    
    16,056Accrued interest
    
    
    14,061
    
    
    
    13,853Accrued taxes and fees
    
    
    13,114
    
    
    
    12,910Accrued payroll and benefits
    
    
    11,137
    
    
    
    10,999Accrued property, plant and equipment
    
    
    10,507
    
    
    
    4,231Accrued service costs
    
    
    9,412
    
    
    
    10,303Subscriber advance payments
    
    
    5,588
    
    
    
    5,875Accounts payable
    
    
    2,414
    
    
    
    4,864Accrued telecommunications costs
    
    
    1,700
    
    
    
    2,542Book overdrafts (1)
    
    
    1,346
    
    
    
    6,067Intercompany accounts payable and other accrued expenses
    
    
    7,080
    
    
    
    7,080Accounts payable, accrued expenses and other current liabilities
    
    $
    170,635
    
    
    $
    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 cash flows from financing activities in our consolidated statement of
cash flows.  9




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##### Table of Contents



6. DEBT
  June 30,
    
    
    December 31,2010
    
    
    2009Bank credit facilities
    
    $
    1,175,000
    
    
    $
    1,160,00091/8% senior notes due 2017
    
    
    350,000
    
    
    
    350,000$
    1,525,000
    
    
    $
    1,510,000Less: Current portion
    
    
    12,000
    
    
    
    59,500Total long-term debt
    
    $
    1,513,000
    
    
    $
    1,450,500
 Bank Credit Facility
    New Financings
    10




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##### Table of Contents




    
    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;
    
    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 be increased 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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##### Table of Contents



Covenant Compliance and Debt Ratings
   Fair Value
  91/8 % senior notes due 2019
    
    $
    341,250Bank credit facilities
    
    $
    1,095,161
 7. MEMBERS DEFICIT
 Share-based Compensation
  Three Months Ended June 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    6
    
    
    $
    7Employee stock purchase plan
    
    
    20
    
    
    
    20Restricted stock units
    
    
    116
    
    
    
    119Total share-based compensation expense
    
    $
    142
    
    
    $
    146
   12




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##### Table of Contents



Six Months Ended June 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    13
    
    
    $
    15Employee stock purchase plan
    
    
    37
    
    
    
    47Restricted stock units
    
    
    233
    
    
    
    222Total share-based compensation expense
    
    $
    283
    
    
    $
    284
  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.
   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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##### Table of Contents



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




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




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Going Private Proposal
   Revenues, Costs and Expenses
        17




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##### Table of Contents



Use of Non-GAAP Financial Measures
    Three Months Ended June 30, 2010 compared to Three Months Ended June 30, 2009
  Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    163,739
    
    
    $
    157,186
    
    
    $
    6,553
    
    
    
    4.2
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    73,243
    
    
    
    69,419
    
    
    
    3,824
    
    
    
    5.5
    %Selling, general and administrative expenses
    
    
    27,322
    
    
    
    26,834
    
    
    
    488
    
    
    
    1.8
    %Management fee expense
    
    
    3,046
    
    
    
    2,996
    
    
    
    50
    
    
    
    1.7
    %Depreciation and amortization
    
    
    27,309
    
    
    
    27,874
    
    
    
    (565
    )
    
    
    (2.0
    %)Operating income
    
    
    32,819
    
    
    
    30,063
    
    
    
    2,756
    
    
    
    9.2
    %Interest expense, net
    
    
    (23,585
    )
    
    
    (23,276
    )
    
    
    (309
    )
    
    
    1.3
    %(Loss) gain on derivatives, net
    
    
    (14,423
    )
    
    
    11,613
    
    
    
    (26,036
    )
    
    NMLoss on sale of cable systems, net
    
    
    
    
    
    
    (66
    )
    
    
    66
    
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (666
    )
    
    
    (891
    )
    
    
    225
    
    
    
    (25.3
    %)Net (loss) income
    
    $
    (2,589
    )
    
    $
    21,943
    
    
    $
    (24,532
    )
    
    NMAdjusted OIBDA
    
    $
    60,270
    
    
    $
    58,083
    
    
    $
    2,187
    
    
    
    3.8
    %
  18




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Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    60,270
    
    
    $
    58,083
    
    
    $
    2,187
    
    
    
    3.8
    %Non-cash, share-based compensation
    
    
    (142
    )
    
    
    (146
    )
    
    
    4
    
    
    
    (2.7
    %)Depreciation and amortization
    
    
    (27,309
    )
    
    
    (27,874
    )
    
    
    565
    
    
    
    (2.0
    %)Operating income
    
    $
    32,819
    
    
    $
    30,063
    
    
    $
    2,756
    
    
    
    9.2
    %
 Revenues
  Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    100,993
    
    
    $
    100,721
    
    
    $
    272
    
    
    
    0.3
    %HSD
    
    
    43,849
    
    
    
    39,484
    
    
    
    4,365
    
    
    
    11.1
    %Phone
    
    
    14,613
    
    
    
    12,944
    
    
    
    1,669
    
    
    
    12.9
    %Advertising
    
    
    4,284
    
    
    
    4,037
    
    
    
    247
    
    
    
    6.1
    %Total Revenues
    
    $
    163,739
    
    
    $
    157,186
    
    
    $
    6,553
    
    
    
    4.2
    %
 June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    539,000
    
    
    
    567,000
    
    
    
    (28,000
    )
    
    
    (4.9
    %)Digital customers
    
    
    311,000
    
    
    
    292,000
    
    
    
    19,000
    
    
    
    6.5
    %HSD customers
    
    
    367,000
    
    
    
    339,000
    
    
    
    28,000
    
    
    
    8.3
    %Phone customers
    
    
    149,000
    
    
    
    124,000
    
    
    
    25,000
    
    
    
    20.2
    %RGUs(1)
    
    
    1,366,000
    
    
    
    1,322,000
    
    
    
    44,000
    
    
    
    3.3
    %Average total monthly revenue per basic subscriber (2)
    
    $
    100.61
    
    
    $
    91.92
    
    
    $
    8.69
    
    
    
    9.5
    %
 (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
   20




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##### Table of Contents



(Loss) Gain on Derivatives, Net
  Loss on Sale of Cable Systems, Net
  Loss on Early Extinguishment of Debt
 Capital Structure  New Financings
 Investment Income from Affiliate
  Other Expense, Net
  Net (Loss) Income
  Actual Results of Operations
 Six Months Ended June 30, 2010 compared to Six Months Ended June 30, 2009
    21




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##### Table of Contents



Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    323,639
    
    
    $
    319,003
    
    
    $
    4,636
    
    
    
    1.5
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    144,503
    
    
    
    141,599
    
    
    
    2,904
    
    
    
    2.1
    %Selling, general and administrative expenses
    
    
    53,736
    
    
    
    54,067
    
    
    
    (331
    )
    
    
    (0.6
    %)Management fee expense
    
    
    6,015
    
    
    
    5,978
    
    
    
    37
    
    
    
    0.6
    %Depreciation and amortization
    
    
    54,210
    
    
    
    56,467
    
    
    
    (2,257
    )
    
    
    (4.0
    %)Operating income
    
    
    65,175
    
    
    
    60,892
    
    
    
    4,283
    
    
    
    7.0
    %Interest expense, net
    
    
    (45,430
    )
    
    
    (45,322
    )
    
    
    (108
    )
    
    
    0.2
    %(Loss) gain on derivatives, net
    
    
    (20,884
    )
    
    
    11,093
    
    
    
    (31,977
    )
    
    NMLoss on sale of cable systems, net
    
    
    
    
    
    
    (377
    )
    
    
    377
    
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    NMInvestment income from affiliate
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    NMOther expense, net
    
    
    (1,418
    )
    
    
    (1,752
    )
    
    
    334
    
    
    
    (19.1
    %)Net income
    
    $
    5,209
    
    
    $
    33,534
    
    
    $
    (28,325
    )
    
    
    (84.5
    %)Adjusted OIBDA
    
    $
    119,668
    
    
    $
    117,643
    
    
    $
    2,025
    
    
    
    1.7
    %
  Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    119,668
    
    
    $
    117,643
    
    
    $
    2,025
    
    
    
    1.7
    %Non-cash, share-based compensation
    
    
    (283
    )
    
    
    (284
    )
    
    
    1
    
    
    
    (0.4
    %)Depreciation and amortization
    
    
    (54,210
    )
    
    
    (56,467
    )
    
    
    2,257
    
    
    
    (4.0
    %)Operating income
    
    $
    65,175
    
    
    $
    60,892
    
    
    $
    4,283
    
    
    
    7.0
    %
  22




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##### Table of Contents



Revenues
  Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    199,905
    
    
    $
    206,002
    
    
    $
    (6,097
    )
    
    
    (3.0
    %)HSD
    
    
    86,731
    
    
    
    79,888
    
    
    
    6,843
    
    
    
    8.6
    %Phone
    
    
    28,915
    
    
    
    25,268
    
    
    
    3,647
    
    
    
    14.4
    %Advertising
    
    
    8,088
    
    
    
    7,845
    
    
    
    243
    
    
    
    3.1
    %Total Revenues
    
    $
    323,639
    
    
    $
    319,003
    
    
    $
    4,636
    
    
    
    1.5
    %
 June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    539,000
    
    
    
    567,000
    
    
    
    (28,000
    )
    
    
    (4.9
    %)Digital customers
    
    
    311,000
    
    
    
    292,000
    
    
    
    19,000
    
    
    
    6.5
    %HSD customers
    
    
    367,000
    
    
    
    339,000
    
    
    
    28,000
    
    
    
    8.3
    %Phone customers
    
    
    149,000
    
    
    
    124,000
    
    
    
    25,000
    
    
    
    20.2
    %RGUs
    
    
    1,366,000
    
    
    
    1,322,000
    
    
    
    44,000
    
    
    
    3.3
    %Average total monthly revenue per basic subscriber
    
    $
    99.25
    
    
    $
    91.04
    
    
    $
    8.21
    
    
    
    9.0
    %
       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




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##### 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 of our 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
 Goodwill and Other Intangible Assets),
     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 Description10.1
    
    
    Amendment No. 4, dated as of April 23, 2010, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders
(1)10.2
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom LLC, the
lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (1)31.1
    
    
    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
 
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom LLC
and incorporated herein by reference.  30




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCAugust 10, 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 CORPORATIONAugust 10, 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 Description10.1
    
    
    Amendment No. 4, dated as of April 23, 2010, to the Credit
Agreement, dated as of October 21, 2004, among the operating
subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders
(1)10.2
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom LLC, the
lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (1)31.1
    
    
    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
 
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom LLC
and incorporated herein by reference.  33