##### 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, 2009
 Commission File Numbers: 333-57285-01333-57285
 Mediacom LLC
 Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 New York
    
    06-1433421New York
    
    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 o
  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.




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##### 



MEDIACOM LLC AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2009
  
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) June 30, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2009 and 2008
    
    
    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
    
    
    28Item 4. Controls and Procedures
    
    
    28PART IIItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 6. Exhibits
    
    
    29Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
    2




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Cautionary Statement Regarding Forward-Looking Statements
    3




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash
    
    $
    14,146
    
    
    $
    10,060Accounts receivable, net of allowance for doubtful accounts of $980 and $1,127
    
    
    38,609
    
    
    
    36,033Prepaid expenses and other current assets
    
    
    8,584
    
    
    
    7,575Total current assets
    
    
    61,339
    
    
    
    53,668Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,051,515 and $1,102,831
    
    
    699,914
    
    
    
    718,467Franchise rights
    
    
    616,807
    
    
    
    550,709Goodwill
    
    
    37,067
    
    
    
    16,642Subscriber lists, net of accumulated amortization of $122,828 and $132,305
    
    
    1,141
    
    
    
    761Total investment in cable television systems
    
    
    1,354,929
    
    
    
    1,286,579Other assets, net of accumulated amortization of $15,255 and $14,440
    
    
    9,360
    
    
    
    8,878Total assets
    
    $
    1,575,628
    
    
    $
    1,499,125LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    247,710
    
    
    $
    238,337Deferred revenue
    
    
    24,837
    
    
    
    24,828Current portion of long-term debt
    
    
    43,500
    
    
    
    30,500Total current liabilities
    
    
    316,047
    
    
    
    293,665Long-term debt, less current portion
    
    
    1,470,500
    
    
    
    1,489,500Other non-current liabilities
    
    
    13,053
    
    
    
    20,221Total liabilities
    
    
    1,799,600
    
    
    
    1,803,386Commitments and contingencies (Note 8)MEMBERS DEFICITCapital contributions
    
    
    441,277
    
    
    
    394,517Accumulated deficit
    
    
    (665,249
    )
    
    
    (698,778
    )Total members deficit
    
    
    (223,972
    )
    
    
    (304,261
    )Total liabilities and members deficit
    
    $
    1,575,628
    
    
    $
    1,499,125
 
  4




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    157,186
    
    
    $
    153,874
    
    
    $
    319,003
    
    
    $
    302,813Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    69,419
    
    
    
    66,857
    
    
    
    141,599
    
    
    
    130,360Selling, general and administrative expenses
    
    
    26,834
    
    
    
    27,026
    
    
    
    54,067
    
    
    
    53,591Management fee expense
    
    
    2,996
    
    
    
    2,903
    
    
    
    5,978
    
    
    
    5,832Depreciation and amortization
    
    
    27,874
    
    
    
    28,135
    
    
    
    56,467
    
    
    
    57,204Operating income
    
    
    30,063
    
    
    
    28,953
    
    
    
    60,892
    
    
    
    55,826Interest expense, net
    
    
    (23,276
    )
    
    
    (25,380
    )
    
    
    (45,322
    )
    
    
    (52,082
    )Gain (loss) on derivatives, net
    
    
    11,613
    
    
    
    7,789
    
    
    
    11,093
    
    
    
    (1,109
    )Loss on sale of cable systems, net
    
    
    (66
    )
    
    
    
    
    
    
    (377
    )
    
    
    (170
    )Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    9,000
    
    
    
    9,000Other expense, net
    
    
    (891
    )
    
    
    (1,100
    )
    
    
    (1,752
    )
    
    
    (2,084
    )Net income
    
    $
    21,943
    
    
    $
    14,762
    
    
    $
    33,534
    
    
    $
    9,381
 
  5




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2009
    
    
    2008OPERATING ACTIVITIES:Net income
    
    $
    33,534
    
    
    $
    9,381Adjustments to reconcile net loss to net cash flows provided by operating activities:Depreciation and amortization
    
    
    56,467
    
    
    
    57,204(Gain) loss on derivatives, net
    
    
    (11,093
    )
    
    
    1,109Loss on sale of cable systems, net
    
    
    377
    
    
    
    170Amortization of deferred financing costs
    
    
    815
    
    
    
    1,107Share-based compensation
    
    
    284
    
    
    
    180Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (2,953
    )
    
    
    (915
    )Prepaid expenses and other assets
    
    
    2,006
    
    
    
    292Accounts payable, accrued expenses and other current liabilities
    
    
    10,301
    
    
    
    40,547Deferred revenue
    
    
    9
    
    
    
    1,318Other non-current liabilities
    
    
    (131
    )
    
    
    (762
    )Net cash flows provided by operating activities
    
    $
    89,616
    
    
    $
    109,631INVESTING ACTIVITIES:Capital expenditures
    
    $
    (48,593
    )
    
    $
    (61,241
    )Net cash flows used in investing activities
    
    $
    (48,593
    )
    
    $
    (61,241
    )FINANCING ACTIVITIES:New borrowings
    
    $
    236,875
    
    
    $
    76,000Repayment of debt
    
    
    (242,875
    )
    
    
    (107,250
    )Capital contributions from parent (Notes 2, 9)
    
    
    80,498
    
    
    
    30,000Capital distributions to parent
    
    
    (110,000
    )
    
    
    (34,000
    )Other financing activities  book overdrafts
    
    
    (1,435
    )
    
    
    (8,201
    )Net cash flows used in financing activities
    
    $
    (36,937
    )
    
    $
    (43,451
    )Net increase in cash
    
    
    4,086
    
    
    
    4,939CASH, beginning of period
    
    
    10,060
    
    
    
    9,585CASH, end of period
    
    $
    14,146
    
    
    $
    14,524SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    46,809
    
    
    $
    52,202NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with affiliate (Note 9)
    
    $
    108,643
    
    
    $
    
 
  6




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MEDIACOM LLC AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION
 Basis of Preparation of Unaudited Consolidated Financial Statements
    Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Fair
Value Measurements.
 Determining Fair Value When the Volume and Level
of Activity for the Asset or the Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly.
  
    
    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, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    1,832
    
    
    $
    
    
    
    $
    1,832LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    23,565
    
    
    $
    
    
    
    $
    23,565Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    21,733
    
    
    $
    
    
    
    $
    21,733
  Fair Value as of December 31, 2008(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    32,826
    
    
    $
    
    
    
    $
    32,826Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    32,826
    
    
    $
    
    
    
    $
    32,826
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133.
 Subsequent Events. SFAS No. 165
  8




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##### Table of Contents



Interim Disclosures about
Fair Value of Financial Instruments Interim
Financial Reporting,
 3. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2009
    
    
    2008Cable systems, equipment and subscriber devices
    
    $
    1,676,448
    
    
    $
    1,743,864Vehicles
    
    
    37,186
    
    
    
    36,295Furniture, fixtures and office equipment
    
    
    21,098
    
    
    
    22,889Buildings and leasehold improvements
    
    
    15,178
    
    
    
    16,706Land and land improvements
    
    
    1,519
    
    
    
    1,544$
    1,751,429
    
    
    $
    1,821,298Accumulated depreciation
    
    
    (1,051,515
    )
    
    
    (1,102,831
    )Property, plant and equipment, net
    
    $
    699,914
    
    
    $
    718,467
 Change in Estimate Useful lives
   Useful lives (in years)From
    
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
   9




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##### Table of Contents



4. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2009
    
    
    2008Accounts payable  affiliates
    
    $
    121,507
    
    
    $
    111,070Accrued interest
    
    
    27,479
    
    
    
    28,377Liability under interest rate exchange agreements
    
    
    16,295
    
    
    
    18,519Accrued programming costs
    
    
    16,198
    
    
    
    17,175Accrued taxes and fees
    
    
    13,791
    
    
    
    13,224Accrued payroll and benefits
    
    
    10,888
    
    
    
    10,706Accrued service costs
    
    
    9,492
    
    
    
    8,241Book overdrafts (1)
    
    
    6,340
    
    
    
    7,782Subscriber advance payments
    
    
    5,411
    
    
    
    5,523Accounts payable
    
    
    5,391
    
    
    
    416Accrued property, plant and equipment
    
    
    4,764
    
    
    
    8,037Accrued telecommunications costs
    
    
    2,065
    
    
    
    2,788Other accrued expenses
    
    
    8,089
    
    
    
    6,479Accounts payable, accrued expenses and other
current liabilities
    
    $
    247,710
    
    
    $
    238,337
 (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 31,2009
    
    
    2008Bank credit
facility
    
    $
    889,000
    
    
    $
    895,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,000$
    1,514,000
    
    
    $
    1,520,000Less: Current portion
    
    
    43,500
    
    
    
    30,500Total long-term debt
    
    $
    1,470,500
    
    
    $
    1,489,500
 Bank Credit Facility
     10




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Senior Notes
  Covenant Compliance and Debt Ratings
  Fair Value
  7 7/8% senior notes due 2011
    
    $
    123,1259 1/2% senior notes due 2013
    
    
    477,500$
    600,625Credit facility
    
    $
    822,531
 Interest Rate Swaps
       11




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6. MEMBERS DEFICIT
 Share-based Compensation
  Three Months EndedJune 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    7
    
    
    $
    4Employee stock purchase plan
    
    
    20
    
    
    
    13Restricted stock units
    
    
    119
    
    
    
    24Total share-based compensation expense
    
    $
    146
    
    
    $
    41
  Six Months EndedJune 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    15
    
    
    $
    25Employee stock purchase plan
    
    
    47
    
    
    
    25Restricted stock units
    
    
    222
    
    
    
    130Total share-based compensation expense
    
    $
    284
    
    
    $
    180
  Employee Stock Purchase Plan
  7. INVESTMENT IN AFFILIATED COMPANY
   12




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##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary
Ogg and Janice Ogg v. Mediacom LLC
     13




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9. 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



10. GOODWILL AND OTHER INTANGIBLE ASSETS
 Goodwill and Other Intangible Assets,
     11. SUBSEQUENT EVENTS
   15




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    Recent Developments
 Share Exchange Agreement between MCC and an affiliate of Morris Communications
   Asset Transfer Agreement with MCC and Mediacom Broadband
    16




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Revenues, Costs and Expenses
      Adjusted OIBDA
    17




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Actual Results of Operations
 Three Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    157,186
    
    
    $
    153,874
    
    
    $
    3,312
    
    
    
    2.2
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    69,419
    
    
    
    66,857
    
    
    
    2,562
    
    
    
    3.8
    %Selling, general and administrative expenses
    
    
    26,834
    
    
    
    27,026
    
    
    
    (192
    )
    
    
    (0.7
    %)Management fee expense
    
    
    2,996
    
    
    
    2,903
    
    
    
    93
    
    
    
    3.2
    %Depreciation and amortization
    
    
    27,874
    
    
    
    28,135
    
    
    
    (261
    )
    
    
    (0.9
    %)Operating income
    
    
    30,063
    
    
    
    28,953
    
    
    
    1,110
    
    
    
    3.8
    %Interest expense, net
    
    
    (23,276
    )
    
    
    (25,380
    )
    
    
    2,104
    
    
    
    (8.3
    %)Gain on derivatives, net
    
    
    11,613
    
    
    
    7,789
    
    
    
    3,824
    
    
    
    49.1
    %Loss on sale
of cable systems, net
    
    
    (66
    )
    
    
    
    
    
    
    (66
    )
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (891
    )
    
    
    (1,100
    )
    
    
    209
    
    
    
    (19.0
    %)Net income
    
    $
    21,943
    
    
    $
    14,762
    
    
    $
    7,181
    
    
    
    48.6
    %Adjusted OIBDA
    
    $
    58,083
    
    
    $
    57,129
    
    
    $
    954
    
    
    
    1.7
    %
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    58,083
    
    
    $
    57,129
    
    
    $
    954
    
    
    
    1.7
    %Non-cash, share-based compensation
    
    
    (146
    )
    
    
    (41
    )
    
    
    (105
    )
    
    NMDepreciation and amortization
    
    
    (27,874
    )
    
    
    (28,135
    )
    
    
    261
    
    
    
    (0.9
    %)Operating income
    
    $
    30,063
    
    
    $
    28,953
    
    
    $
    1,110
    
    
    
    3.8
    %
  18




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##### Table of Contents



Revenues
  Three Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    100,721
    
    
    $
    102,812
    
    
    $
    (2,091
    )
    
    
    (2.0
    %)HSD
    
    
    39,484
    
    
    
    36,325
    
    
    
    3,159
    
    
    
    8.7
    %Phone
    
    
    12,944
    
    
    
    9,837
    
    
    
    3,107
    
    
    
    31.6
    %Advertising
    
    
    4,037
    
    
    
    4,900
    
    
    
    (863
    )
    
    
    (17.6
    %)Total revenues
    
    $
    157,186
    
    
    $
    153,874
    
    
    $
    3,312
    
    
    
    2.2
    %
 June 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    567,000
    
    
    
    606,000
    
    
    
    (39,000
    )
    
    
    (6.4
    %)Digital customers
    
    
    292,000
    
    
    
    264,000
    
    
    
    28,000
    
    
    
    10.6
    %HSD customers
    
    
    339,000
    
    
    
    323,000
    
    
    
    16,000
    
    
    
    5.0
    %Phone customers
    
    
    124,000
    
    
    
    100,000
    
    
    
    24,000
    
    
    
    24.0
    %RGUs(1)
    
    
    1,322,000
    
    
    
    1,293,000
    
    
    
    29,000
    
    
    
    2.2
    %Average total monthly revenue per basic subscriber (2)
    
    $
    91.92
    
    
    $
    84.78
    
    
    $
    7.14
    
    
    
    8.4
    %
 (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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Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain on Derivatives, Net
  Investment Income from Affiliate
   20




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Other Expense, Net
  Net Income
  Six Months Ended June 30, 2009 compared to Six Months Ended June 30, 2008
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    319,003
    
    
    $
    302,813
    
    
    $
    16,190
    
    
    
    5.3
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    141,599
    
    
    
    130,360
    
    
    
    11,239
    
    
    
    8.6
    %Selling, general and administrative expenses
    
    
    54,067
    
    
    
    53,591
    
    
    
    476
    
    
    
    0.9
    %Management fee expense
    
    
    5,978
    
    
    
    5,832
    
    
    
    146
    
    
    
    2.5
    %Depreciation and amortization
    
    
    56,467
    
    
    
    57,204
    
    
    
    (737
    )
    
    
    (1.3
    %)Operating income
    
    
    60,892
    
    
    
    55,826
    
    
    
    5,066
    
    
    
    9.1
    %Interest expense, net
    
    
    (45,322
    )
    
    
    (52,082
    )
    
    
    6,760
    
    
    
    (13.0
    %)Gain (loss) on derivatives, net
    
    
    11,093
    
    
    
    (1,109
    )
    
    
    12,202
    
    
    NMLoss on sale
of cable systems, net
    
    
    (377
    )
    
    
    (170
    )
    
    
    (207
    )
    
    NMInvestment income from affiliate
    
    
    9,000
    
    
    
    9,000
    
    
    
    
    
    
    NMOther expense, net
    
    
    (1,752
    )
    
    
    (2,084
    )
    
    
    332
    
    
    
    (15.9
    %)Net income
    
    $
    33,534
    
    
    $
    9,381
    
    
    $
    24,153
    
    
    NMAdjusted OIBDA
    
    $
    117,643
    
    
    $
    113,210
    
    
    $
    4,433
    
    
    
    3.9
    %
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    117,643
    
    
    $
    113,210
    
    
    $
    4,433
    
    
    
    3.9
    %Non-cash, share-based compensation
    
    
    (284
    )
    
    
    (180
    )
    
    
    (104
    )
    
    
    57.8
    %Depreciation and amortization
    
    
    (56,467
    )
    
    
    (57,204
    )
    
    
    737
    
    
    
    (1.3
    %)Operating income
    
    $
    60,892
    
    
    $
    55,826
    
    
    $
    5,066
    
    
    
    9.1
    %
  21




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##### Table of Contents



Revenues
  Six Months EndedJune 30,2009
    
    
    2008
    
    
    $ Change
    
    
    %ChangeVideo
    
    $
    206,002
    
    
    $
    204,040
    
    
    $
    1,962
    
    
    
    1.0
    %HSD
    
    
    79,888
    
    
    
    71,033
    
    
    
    8,855
    
    
    
    12.5
    %Phone
    
    
    25,268
    
    
    
    18,272
    
    
    
    6,996
    
    
    
    38.3
    %Advertising
    
    
    7,845
    
    
    
    9,468
    
    
    
    (1,623
    )
    
    
    (17.1
    %)Total revenues
    
    $
    319,003
    
    
    $
    302,813
    
    
    $
    16,190
    
    
    
    5.3
    %
 June 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    %ChangeBasic subscribers
    
    
    567,000
    
    
    
    606,000
    
    
    
    (39,000
    )
    
    
    (6.4
    %)Digital customers
    
    
    292,000
    
    
    
    264,000
    
    
    
    28,000
    
    
    
    10.6
    %HSD customers
    
    
    339,000
    
    
    
    323,000
    
    
    
    16,000
    
    
    
    5.0
    %Phone customers
    
    
    124,000
    
    
    
    100,000
    
    
    
    24,000
    
    
    
    24.0
    %RGUs
    
    
    1,322,000
    
    
    
    1,293,000
    
    
    
    29,000
    
    
    
    2.2
    %Average total monthly revenue per basic subscriber
    
    $
    91.04
    
    
    $
    83.42
    
    
    $
    7.62
    
    
    
    9.1
    %
 Recently Issued Accounting
Pronouncements  Business Combinations.
      22




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain (Loss) on Derivatives, Net
   23




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##### Table of Contents



Investment Income from Affiliate
  Other Expense, Net
  Net Income
  Liquidity and Capital Resources
 Overview
   Recent Developments in the Credit Markets
   Operating Activities
   24




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##### Table of Contents



Investing Activities
  Financing Activities
   Bank Credit Facility
    Senior Notes
  Covenant Compliance and Debt Ratings
   25




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##### Table of Contents



Interest Rate Swaps
      Contractual Obligations and Commercial Commitments
  Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
   26




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##### Table of Contents



Inflation and Changing Prices
   27




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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
    28




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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
  29




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCAugust 7, 2009
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  30




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##### Table of Contents



SIGNATURES
  MEDIACOM CAPITAL CORPORATIONAugust 7, 2009
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  31




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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
  32