##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 
 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For
the quarterly period ended September 30, 2009
 Commission File Numbers: 333-57285-01
 333-57285
 Mediacom LLC
Mediacom Capital Corporation*
  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)
 o Yes þ 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 SEPTEMBER 30, 2009
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) September 30, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 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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##### 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 properties;
 
    
    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, 2008 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
   September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash
    
    $
    15,532
    
    
    $
    10,060Accounts receivable, net of allowance for doubtful accounts of $1,007 and $1,127
    
    
    37,849
    
    
    
    36,033Prepaid expenses and other current assets
    
    
    9,114
    
    
    
    7,575Total current assets
    
    
    62,495
    
    
    
    53,668Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,073,734
and $1,102,831
    
    
    693,537
    
    
    
    718,467Franchise rights
    
    
    616,808
    
    
    
    550,709Goodwill
    
    
    37,067
    
    
    
    16,642Subscriber lists, net of accumulated amortization of $122,935 and $132,305
    
    
    1,033
    
    
    
    761Total investment in cable television systems
    
    
    1,348,445
    
    
    
    1,286,579Other assets, net of accumulated amortization of $2,127 and $14,440
    
    
    27,372
    
    
    
    8,878Total assets
    
    $
    1,588,312
    
    
    $
    1,499,125LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    234,446
    
    
    $
    238,337Deferred revenue
    
    
    25,766
    
    
    
    24,828Current portion of long-term debt
    
    
    53,000
    
    
    
    30,500Total current liabilities
    
    
    313,212
    
    
    
    293,665Long-term debt, less current portion
    
    
    1,484,000
    
    
    
    1,489,500Other non-current liabilities
    
    
    15,271
    
    
    
    20,221Total liabilities
    
    
    1,812,483
    
    
    
    1,803,386Commitments and contingencies (Note 8)MEMBERS DEFICITCapital contributions
    
    
    441,273
    
    
    
    394,517Accumulated deficit
    
    
    (665,444
    )
    
    
    (698,778
    )Total members deficit
    
    
    (224,171
    )
    
    
    (304,261
    )Total liabilities and members deficit
    
    $
    1,588,312
    
    
    $
    1,499,125
 
  4




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    157,802
    
    
    $
    155,648
    
    
    $
    476,805
    
    
    $
    458,462Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    70,747
    
    
    
    67,595
    
    
    
    212,346
    
    
    
    197,955Selling, general and administrative expenses
    
    
    27,276
    
    
    
    27,607
    
    
    
    81,343
    
    
    
    81,199Management fee expense
    
    
    3,026
    
    
    
    2,954
    
    
    
    9,004
    
    
    
    8,786Depreciation and amortization
    
    
    27,687
    
    
    
    26,217
    
    
    
    84,154
    
    
    
    83,420Operating income
    
    
    29,066
    
    
    
    31,275
    
    
    
    89,958
    
    
    
    87,102Interest expense, net
    
    
    (23,415
    )
    
    
    (25,027
    )
    
    
    (68,737
    )
    
    
    (77,109
    )(Loss) gain on derivatives, net
    
    
    (3,300
    )
    
    
    2,854
    
    
    
    7,793
    
    
    
    1,745Loss on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    (377
    )
    
    
    (170
    )Loss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    
    Investment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    13,500
    
    
    
    13,500Other expense, net
    
    
    (1,143
    )
    
    
    (1,014
    )
    
    
    (2,895
    )
    
    
    (3,098
    )Net (loss) income
    
    $
    (191
    )
    
    $
    12,588
    
    
    $
    33,343
    
    
    $
    21,970
 
  5




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Nine Months EndedSeptember 30,2009
    
    
    2008OPERATING ACTIVITIES:Net income
    
    $
    33,343
    
    
    $
    21,970Adjustments to reconcile net loss to net cash flows provided by operating activities:Depreciation and amortization
    
    
    84,154
    
    
    
    83,420Gain on derivatives, net
    
    
    (7,793
    )
    
    
    (1,745
    )Loss on sale of cable systems, net
    
    
    377
    
    
    
    170Loss on early extinguishment of debt
    
    
    3,707
    
    
    
    Amortization of deferred financing costs
    
    
    1,168
    
    
    
    1,554Share-based compensation
    
    
    435
    
    
    
    311Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (2,193
    )
    
    
    (1,557
    )Prepaid expenses and other assets
    
    
    1,959
    
    
    
    (2,679
    )Accounts payable, accrued expenses and other current liabilities
    
    
    (3,719
    )
    
    
    29,370Deferred revenue
    
    
    938
    
    
    
    1,550Other non-current liabilities
    
    
    (190
    )
    
    
    (1,142
    )Net cash flows provided by operating activities
    
    $
    112,186
    
    
    $
    131,222INVESTING ACTIVITIES:Capital expenditures
    
    $
    (69,634
    )
    
    $
    (102,534
    )Net cash flows used in investing activities
    
    $
    (69,634
    )
    
    $
    (102,534
    )FINANCING ACTIVITIES:New borrowings of bank debt
    
    $
    1,016,750
    
    
    $
    151,000Repayment of bank debt
    
    
    (724,750
    )
    
    
    (168,875
    )Issuance of senior notes
    
    
    350,000
    
    
    
    Redemption of senior notes
    
    
    (625,000
    )
    
    
    Capital contributions from parent (Notes 2, 9)
    
    
    150,498
    
    
    
    60,000Capital distributions to parent
    
    
    (180,000
    )
    
    
    (64,000
    )Financing costs
    
    
    (23,896
    )Other financing activities  book overdrafts
    
    
    (682
    )
    
    
    (867
    )Net cash flows used in financing activities
    
    $
    (37,080
    )
    
    $
    (22,742
    )Net increase in cash
    
    
    5,472
    
    
    
    5,946CASH, beginning of period
    
    
    10,060
    
    
    
    9,585CASH, end of period
    
    $
    15,532
    
    
    $
    15,531SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    92,076
    
    
    $
    92,098NON-CASH TRANSACTIONS  FINANCING:Exchange of
cable systems with related party (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
    Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 FASB Accounting Standards Codification
 The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principlesa replacement of FASB Statement No. 162.
   Other Pronouncements
 Fair Value Measurements and Disclosures Fair Value Measurements).
  7




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##### Table of Contents



Fair Value Measurements and Disclosures ( 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.
  Fair Value as of September 30, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    289
    
    
    $
    
    
    
    $
    289LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    25,322
    
    
    $
    
    
    
    $
    25,322Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    25,033
    
    
    $
    
    
    
    $
    25,033
  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
 Fair Value Measurements and Disclosures The Fair Value Option for Financial Assets and Financial Liabilities 
Including an amendment of FASB Statement No. 115).
 Business Combinations Business Combinations)
  8




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##### Table of Contents



Derivatives and Hedging Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement No. 133).
 Subsequent Events Subsequent Events).
 Financial Instruments Interim Disclosures about Fair Value of Financial
Instruments)
 3. PROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2009
    
    
    2008Cable systems, equipment and subscriber devices
    
    $
    1,694,319
    
    
    $
    1,743,864Vehicles
    
    
    34,577
    
    
    
    36,295Furniture, fixtures and office equipment
    
    
    21,274
    
    
    
    22,889Buildings and leasehold improvements
    
    
    15,566
    
    
    
    16,706Land and land improvements
    
    
    1,535
    
    
    
    1,544$
    1,767,271
    
    
    $
    1,821,298Accumulated depreciation
    
    
    (1,073,734
    )
    
    
    (1,102,831
    )Property, plant and equipment, net
    
    $
    693,537
    
    
    $
    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
  September 30,
    
    
    December 31,2009
    
    
    2008Accounts payable  affiliates
    
    $
    126,763
    
    
    $
    111,070Accrued programming costs
    
    
    17,982
    
    
    
    17,175Liability under interest rate exchange agreements
    
    
    15,775
    
    
    
    18,519Accrued taxes and fees
    
    
    14,475
    
    
    
    13,224Accrued payroll and benefits
    
    
    12,452
    
    
    
    10,706Accrued service costs
    
    
    7,685
    
    
    
    8,241Book overdrafts (1)
    
    
    7,097
    
    
    
    7,782Subscriber advance payments
    
    
    6,202
    
    
    
    5,523Accrued interest
    
    
    5,539
    
    
    
    28,377Accrued property, plant and equipment
    
    
    5,464
    
    
    
    8,037Accounts payable
    
    
    2,638
    
    
    
    416Accrued telecommunications costs
    
    
    2,612
    
    
    
    2,788Other accrued expenses
    
    
    9,762
    
    
    
    6,479Accounts payable, accrued expenses and other current liabilities
    
    $
    234,446
    
    
    $
    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
  September 30,
    
    
    December 31,2009
    
    
    2008Bank credit facilities
    
    $
    1,187,000
    
    
    $
    895,00077/8% senior notes due 2011
    
    
    
    
    
    
    125,00091/2% senior notes due 2013
    
    
    
    
    
    
    500,00091/8% senior notes due 2019
    
    
    350,000
    
    
    
    $
    1,537,000
    
    
    $
    1,520,000Less: Current portion
    
    
    53,000
    
    
    
    30,500Total long-term debt
    
    $
    1,484,000
    
    
    $
    1,489,500
 Bank Credit Facility
   10




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Senior Notes
  1 8 1 8 1 8 1 8 1 8
 1 2 1 2 7 8 7 8 1 2 1 2 7 8 1 2 7 8 1 2 7 8 1 8
 1 2 7 8 1 2 7 8
 .
  11




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Interest Rate Swaps
      Covenant Compliance and Debt Ratings
  Fair Value
  91/8 %
senior notes due 2019
    
    $
    351,750Bank credit facilities
    
    $
    1,123,590
  12




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##### Table of Contents



6. MEMBERS DEFICIT
 Share-based Compensation
  Three Months EndedSeptember 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    7
    
    
    $
    1Employee stock purchase plan
    
    
    25
    
    
    
    13Restricted stock units
    
    
    119
    
    
    
    117Total share-based compensation expense
    
    $
    151
    
    
    $
    131
  Nine Months EndedSeptember 30,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    22
    
    
    $
    26Employee stock purchase plan
    
    
    72
    
    
    
    38Restricted stock units
    
    
    341
    
    
    
    247Total share-based compensation expense
    
    $
    435
    
    
    $
    311
  Employee Stock Purchase Plan
  Capital contributions / distributions
  7. INVESTMENT IN AFFILIATED COMPANY
   13




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8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v.
Mediacom LLC
    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
 Intangibles  Goodwill and Other Goodwill and Other Intangible Assets),
     11. SUBSEQUENT EVENTS
   15




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##### Table of Contents



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
    16




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Asset Transfer Agreement with MCC and Mediacom Broadband
     New Financings
 1 8 1 8 1 8 7 8 7 8 1 2 1 2 7 8
 Revenues, Costs and Expenses
     17




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##### Table of Contents



Adjusted OIBDA
   Actual Results of Operations
 Three Months Ended September 30, 2009 compared to Three Months Ended September 30, 2008
  Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    157,802
    
    
    $
    155,648
    
    
    $
    2,154
    
    
    
    1.4
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    70,747
    
    
    
    67,595
    
    
    
    3,152
    
    
    
    4.7
    %Selling, general and administrative expenses
    
    
    27,276
    
    
    
    27,607
    
    
    
    (331
    )
    
    
    (1.2
    %)Management fee expense
    
    
    3,026
    
    
    
    2,954
    
    
    
    72
    
    
    
    2.4
    %Depreciation and amortization
    
    
    27,687
    
    
    
    26,217
    
    
    
    1,470
    
    
    
    5.6
    %Operating income
    
    
    29,066
    
    
    
    31,275
    
    
    
    (2,209
    )
    
    
    (7.1
    %)Interest expense, net
    
    
    (23,415
    )
    
    
    (25,027
    )
    
    
    1,612
    
    
    
    (6.4
    %)(Loss) gain on derivatives, net
    
    
    (3,300
    )
    
    
    2,854
    
    
    
    (6,154
    )
    
    NMLoss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    NMInvestment income from affiliate
    
    
    4,500
    
    
    
    4,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (1,143
    )
    
    
    (1,014
    )
    
    
    (129
    )
    
    
    12.7
    %Net (loss) income
    
    $
    (191
    )
    
    $
    12,588
    
    
    $
    (12,779
    )
    
    NMAdjusted OIBDA
    
    $
    56,904
    
    
    $
    57,623
    
    
    $
    (719
    )
    
    
    (1.2
    %)
  18




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##### Table of Contents



Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    56,904
    
    
    $
    57,623
    
    
    $
    (719
    )
    
    
    (1.2
    %)Non-cash, share-based compensation
    
    
    (151
    )
    
    
    (131
    )
    
    
    (20
    )
    
    
    15.3
    %Depreciation and amortization
    
    
    (27,687
    )
    
    
    (26,217
    )
    
    
    (1,470
    )
    
    
    5.6
    %Operating income
    
    $
    29,066
    
    
    $
    31,275
    
    
    $
    (2,209
    )
    
    
    (7.1
    %)
 Revenues
  Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    100,341
    
    
    $
    102,242
    
    
    $
    (1,901
    )
    
    
    (1.9
    %)HSD
    
    
    40,224
    
    
    
    37,490
    
    
    
    2,734
    
    
    
    7.3
    %Phone
    
    
    13,390
    
    
    
    10,791
    
    
    
    2,599
    
    
    
    24.1
    %Advertising
    
    
    3,847
    
    
    
    5,125
    
    
    
    (1,278
    )
    
    
    (24.9
    %)Total revenues
    
    $
    157,802
    
    
    $
    155,648
    
    
    $
    2,154
    
    
    
    1.4
    %
 September 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    561,000
    
    
    
    606,000
    
    
    
    (45,000
    )
    
    
    (7.4
    %)Digital customers
    
    
    296,000
    
    
    
    275,000
    
    
    
    21,000
    
    
    
    7.6
    %HSD customers
    
    
    345,000
    
    
    
    332,000
    
    
    
    13,000
    
    
    
    3.9
    %Phone customers
    
    
    128,000
    
    
    
    109,000
    
    
    
    19,000
    
    
    
    17.4
    %RGUs(1)
    
    
    1,330,000
    
    
    
    1,322,000
    
    
    
    8,000
    
    
    
    0.6
    %Average total monthly revenue per basic subscriber (2)
    
    $
    93.26
    
    
    $
    85.61
    
    
    $
    7.65
    
    
    
    8.9
    %
 (1)
    
    RGUs represent the total of basic subscribers and digital, HSD and phone customers.(2)
    
    Represents total average monthly revenues for the quarter divided by total average basic subscribers for such period.     19




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##### Table of Contents



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




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##### Table of Contents



Loss on Early Extinguishment of Debt
 7 8 1 2
 Investment Income from Affiliate
  Other Expense, Net
  Net
(Loss) Income
  Nine Months Ended September 30, 2009 compared to Nine Months Ended September 30, 2008
  Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    476,805
    
    
    $
    458,462
    
    
    $
    18,343
    
    
    
    4.0
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    212,346
    
    
    
    197,955
    
    
    
    14,391
    
    
    
    7.3
    %Selling, general and administrative expenses
    
    
    81,343
    
    
    
    81,199
    
    
    
    144
    
    
    
    0.2
    %Management fee expense
    
    
    9,004
    
    
    
    8,786
    
    
    
    218
    
    
    
    2.5
    %Depreciation and amortization
    
    
    84,154
    
    
    
    83,420
    
    
    
    734
    
    
    
    0.9
    %Operating income
    
    
    89,958
    
    
    
    87,102
    
    
    
    2,856
    
    
    
    3.3
    %Interest expense, net
    
    
    (68,737
    )
    
    
    (77,109
    )
    
    
    8,372
    
    
    
    (10.9
    %)Gain on derivatives, net
    
    
    7,793
    
    
    
    1,745
    
    
    
    6,048
    
    
    NMLoss on sale of cable systems, net
    
    
    (377
    )
    
    
    (170
    )
    
    
    (207
    )
    
    NMLoss on early extinguishment of debt
    
    
    (5,899
    )
    
    
    
    
    
    
    (5,899
    )
    
    NMInvestment income from affiliate
    
    
    13,500
    
    
    
    13,500
    
    
    
    
    
    
    NMOther expense, net
    
    
    (2,895
    )
    
    
    (3,098
    )
    
    
    203
    
    
    
    (6.6
    %)Net income
    
    $
    33,343
    
    
    $
    21,970
    
    
    $
    11,373
    
    
    
    51.8
    %Adjusted OIBDA
    
    $
    174,547
    
    
    $
    170,833
    
    
    $
    3,714
    
    
    
    2.2
    %
  21




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##### Table of Contents



Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    174,547
    
    
    $
    170,833
    
    
    $
    3,714
    
    
    
    2.2
    %Non-cash, share-based compensation
    
    
    (435
    )
    
    
    (311
    )
    
    
    (124
    )
    
    
    39.9
    %Depreciation and amortization
    
    
    (84,154
    )
    
    
    (83,420
    )
    
    
    (734
    )
    
    
    0.9
    %Operating income
    
    $
    89,958
    
    
    $
    87,102
    
    
    $
    2,856
    
    
    
    3.3
    %
 Revenues
  Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    306,343
    
    
    $
    306,283
    
    
    $
    60
    
    
    NMHSD
    
    
    120,111
    
    
    
    108,524
    
    
    
    11,587
    
    
    
    10.7
    %Phone
    
    
    38,658
    
    
    
    29,062
    
    
    
    9,596
    
    
    
    33.0
    %Advertising
    
    
    11,693
    
    
    
    14,593
    
    
    
    (2,900
    )
    
    
    (19.9
    %)Total revenues
    
    $
    476,805
    
    
    $
    458,462
    
    
    $
    18,343
    
    
    
    4.0
    %
 September 30,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    561,000
    
    
    
    606,000
    
    
    
    (45,000
    )
    
    
    (7.4
    %)Digital customers
    
    
    296,000
    
    
    
    275,000
    
    
    
    21,000
    
    
    
    7.6
    %HSD customers
    
    
    345,000
    
    
    
    332,000
    
    
    
    13,000
    
    
    
    3.9
    %Phone customers
    
    
    128,000
    
    
    
    109,000
    
    
    
    19,000
    
    
    
    17.4
    %RGUs
    
    
    1,330,000
    
    
    
    1,322,000
    
    
    
    8,000
    
    
    
    0.6
    %Average total monthly revenue per basic subscriber
    
    $
    91.18
    
    
    $
    84.20
    
    
    $
    6.98
    
    
    
    8.3
    %
      22




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##### Table of Contents



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




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##### Table of Contents



Loss on Sale of Cable Systems, Net
  Investment Income from Affiliate
  Loss on Early Extinguishment of Debt
 7 8 1 2
 Other Expense, Net
  Net Income
  Liquidity and Capital Resources
 Overview
   Recent Developments in the Credit Markets
   24




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##### Table of Contents



Net Cash Flows Provided by Operating Activities
   Net Cash Flows Used in Investing Activities
  Net Cash Flows Used in (Provided by) Financing Activities
 1 8
  Capital Structure
       25




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##### Table of Contents



New Financings
  1 8 1 8 1 8 1 8
 1 2 7 8 1 2 7 8 1 2 7 8 1 8 1 2 7 8
 Covenant Compliance and Debt Ratings
  Contractual Obligations and Commercial Commitments
 New Financings
  InterestDebt
    
    
    Expense(1)
    
    
    TotalOctober 1,
2009 through September 30, 2010
    
    $
    53,000
    
    
    $
    86,377
    
    
    $
    139,377October 1,
2010 through September 30, 2012
    
    
    230,375
    
    
    
    146,353
    
    
    
    376,728October 1,
2012 through September 30, 2014
    
    
    19,000
    
    
    
    111,124
    
    
    
    130,124Thereafter
    
    
    1,234,625
    
    
    
    180,864
    
    
    
    1,415,489Total cash obligations
    
    $
    1,537,000
    
    
    $
    524,718
    
    
    $
    2,061,718
 *
    
    Refer to Note 5 of our 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, 2009 and the average interest rates applicable under such debt obligations.  26




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##### Table of Contents



Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets),
     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
  MCC’s ability to use net operating loss carry forwards
(“NOLs”) to reduce future taxable income and thus reduce its federal income tax liability may be limited if
there is a change in its ownership or if its taxable income does not reach sufficient levels.
  
 ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Exhibit Description4.1
    
    
    Indenture relating to 9.125% senior notes due 2019 of Mediacom LLC and Mediacom Capital Corporation (1)10.1
    
    
    Incremental Facility Agreement, dated as of August 25, 2009, 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 Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 of Mediacom Communications Corporation and incorporated herein by reference.  29




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##### Table of Contents



SIGNATURES
  MEDIACOM LLCNovember 6, 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 CORPORATIONNovember 6, 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 Description4.1
    
    
    Indenture relating to 9.125% senior notes due 2019 of Mediacom LLC and Mediacom Capital Corporation (1)10.1
    
    
    Incremental Facility Agreement, dated as of August 25, 2009, 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 Quarterly Report on Form 10-Q for the quarter ended September 30,
2009 of Mediacom Communications Corporation and incorporated herein by reference.  32