<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K

                                   ----------

              Annual Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2001

                        Commission File Number: 0-29227

                       Mediacom Communications Corporation
             (Exact name of Registrant as specified in its charter)

        Delaware                                                06-1566067
(State of incorporation)                                     (I.R.S. Employer
                                                          Identification Number)

                              100 Crystal Run Road
                           Middletown, New York 10941
                    (Address of principal executive offices)

                                 (845) 695-2600
                         (Registrant's telephone number)

      Securities registered pursuant to Section 12(b) of the Exchange Act:
                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                 Class A Common Stock, $0.01 par value per share

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                          Yes X              No
                             ----              ----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [ ]

     As of March 19, 2002, the aggregate market value of the Class A common
stock of the Registrant held by non-affiliates of the Registrant was
approximately $963.7 million.

     As of March 19, 2002, there were outstanding 90,613,616 shares of Class A
common stock and 29,282,990 shares of Class B common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2002 Annual Meeting of
Stockholders are incorporated by reference into Part III.

<PAGE>


                       MEDIACOM COMMUNICATIONS CORPORATION
                          2001 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                     PART I
                                     ------
                                                                                        Page
                                                                                        ----
<S>        <C>                                                                           <C>
Item 1.    Business...................................................................    4
Item 2.    Properties.................................................................   28
Item 3.    Legal Proceedings..........................................................   28
Item 4.    Submission of Matters to a Vote of Security Holders........................   29
Item 4A.   Directors and Executive Officers of the Registrant.........................   29

                                     PART II
                                     -------

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters......   32
Item 6.    Selected Financial Data....................................................   33
Item 7.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations....................................................   37
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.................   53
Item 8.    Financial Statements and Supplementary Data................................   54
Item 9.    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure.....................................................   78

                                    PART III
                                    --------

Item 10.   Directors and Executive Officers of the Registrant.........................   79
Item 11.   Executive Compensation.....................................................   79
Item 12.   Security Ownership of Certain Beneficial Owners and Management.............   79
Item 13.   Certain Relationships and Related Transactions.............................   79

                                     PART IV
                                     -------

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K............   80
</TABLE>

                                       2

<PAGE>

     References in this Annual Report to "we," "us," or "our" are to Mediacom
Communications Corporation and its direct and indirect subsidiaries since its
initial public offering and to Mediacom LLC and its direct and indirect
subsidiaries prior to the initial public offering, unless the context specifies
or requires otherwise.

Cautionary Statement Regarding Forward-Looking Statements

     You should carefully review the information contained in this Annual Report
and in other reports or documents that we file from time to time with the
Securities and Exchange Commission (the "SEC"). In this Annual Report, we state
our beliefs of future events and of our future financial performance. In some
cases, you can identify those so-called "forward-looking statements" by words
such as "may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or "continue" or the negative of those
words and other comparable words. You should be aware that those statements are
only our predictions. Actual events or results may differ materially. In
evaluating those statements, you should specifically consider various factors,
including the risks discussed in this Annual Report for the year ended December
31, 2001 and other reports or documents that we file from time to time with the
SEC. Those factors may cause our actual results to differ materially from any of
our forward-looking statements. All forward-looking statements attributable to
us or a person acting on our behalf are expressly qualified in their entirety by
this cautionary statement.

                                       3

<PAGE>

                                     PART I
                                     ------

ITEM 1. BUSINESS

Introduction

     We are currently the nation's eighth largest cable television company based
on customers served and the leading cable operator focused on serving the
smaller cities and towns in the United States. We provide our customers with a
wide array of broadband products and services, including traditional video
services, digital television and high-speed Internet access. As of December 31,
2001, our cable systems passed approximately 2.6 million homes and served
approximately 1.6 million basic subscribers in 23 states. A basic subscriber is
a customer that subscribes to a package of basic cable television services.
Approximately 60% of our customers are located within the top 100 television
markets in the United States. We were founded in July 1995 by Rocco B. Commisso,
our Chairman and Chief Executive Officer.

     Since commencement of our operations in March 1996, we have experienced
significant growth by executing a disciplined strategy of acquiring
underperforming cable systems and improving their operating and financial
performance. In 2001, we acquired cable systems from AT&T Broadband, LLC that
served approximately 800,000 basic subscribers, for an aggregate purchase price
of about $2.07 billion. Since inception, we have acquired cable systems for an
aggregate purchase price of $3.37 billion that served approximately 1.6 million
basic subscribers as of December 31, 2001.

     We believe that our high-speed, interactive broadband network is the
superior platform for the delivery of video, voice and data services to the
homes and businesses in the communities we serve. We now have underway an
aggressive network upgrade program that we expect to substantially complete by
June 30, 2003. Including the cable systems we acquired in 2001 from AT&T
Broadband, approximately 75% of our cable network was upgraded with 550MHz to
870MHz bandwidth capacity and about 68% of our homes passed were activated with
two-way communications capability as of December 31, 2001.

     As a result of our network upgrade program, we have seen a significant
increase in our cable systems' network capacity, quality and reliability,
facilitating the widespread introduction of additional programming and other
services such as digital video and high-speed Internet access, and providing the
network capability for additional services such as video-on-demand and
telephony. As of December 31, 2001, our digital cable service was available to
about 1.4 million basic subscribers, or 88% of our total basic subscribers, and
our high-speed Internet access, or cable modem service, was marketed to
approximately 1.4 million homes passed by our cable systems, or 54% of our total
homes passed.

     Our principal executive offices are located at 100 Crystal Run Road,
Middletown, New York 10941 and our telephone number at that address is (845)
695-2600. Our website is located at www.mediacomcc.com. The information on our
website is not part of this Annual Report.

                                       4

<PAGE>

General Business Developments

   2001 Acquisitions

     On June 29, 2001, we acquired from AT&T Broadband cable systems serving
approximately 94,000 basic subscribers in the state of Missouri. The purchase
price for these cable systems was about $300.0 million. This transaction
comprised cable systems serving Columbia, Jefferson City and Springfield,
Missouri.

     On July 18, 2001, we acquired from AT&T Broadband cable systems serving
approximately 706,000 basic subscribers in the states of Georgia, Illinois and
Iowa. The aggregate purchase price for these cable systems was about $1.77
billion. These transactions comprised cable systems serving the cities and
surrounding communities of Albany, Columbus, Tifton and Valdosta, Georgia;
Carbondale, Charleston, Effingham, Marion, Moline and Rock Island, Illinois; and
Ames, Cedar Rapids, Clinton, Davenport, Des Moines, Dubuque, Fort Dodge, Iowa
City, Mason City and Waterloo, Iowa.

   2001 Financings

     On January 24, 2001, through our direct and indirect wholly-owned
subsidiaries, Mediacom LLC and Mediacom Capital Corporation, we completed an
offering of $500.0 million of 9 1/2% senior notes due January 2013.
Approximately $467.5 million of the net proceeds were used to repay a
substantial portion of the indebtedness outstanding under our subsidiary credit
facilities and related accrued interest. The balance of the net proceeds was
used for general corporate purposes.

     On June 27, 2001, we completed a public offering of 29.9 million shares of
Class A common stock at $15.22 per share. The net proceeds from this offering
were used to pay a portion of the purchase price and related fees and expenses
for the acquisitions of the AT&T cable systems.

     On June 27, 2001, we completed a public offering of $172.5 million of 5
1/4% convertible senior notes due July 2006. The net proceeds from this offering
were used to pay a portion of the purchase price and related fees and expenses
for the acquisitions of the AT&T cable systems.

     On June 29, 2001, through our direct and indirect wholly-owned
subsidiaries, Mediacom Broadband LLC and Mediacom Broadband Corporation, we
completed an offering of $400.0 million in aggregate principal amount of 11%
senior notes due July 2013. The net proceeds from this offering were used to pay
a portion of the purchase price and related fees and expenses for the
acquisitions of the AT&T cable systems.

     On July 18, 2001, we entered into a $1.4 billion senior secured credit
facility for the operating subsidiaries of Mediacom Broadband LLC. The credit
facility consists of a $600.0 million revolving credit facility, a $300.0
million tranche A term loan and a $500.0 million tranche B term loan. Borrowings
under this facility, in the amount of $855.0 million, were used to fund a
portion of the purchase price and related fees and expenses for the acquisitions
of the AT&T cable systems.

   2002 Events

     On February 4, 2002, we filed a registration statement with the SEC under
which we may sell any combination of common and preferred stock, debt
securities, warrants and subscription rights for a maximum aggregate amount of
$1.5 billion. The SEC declared this registration statement effective on February
13, 2002.

     During February 2002, we completed the transition of our cable modem
customers, which totaled over 112,000, to our new, proprietary Mediacom
Online(SM) high-speed Internet service, from the third-party provider
Excite@Home.

                                       5

<PAGE>

Business Strategy

     Our objective is to be the dominant provider of entertainment, information
and telecommunications services in the smaller cities and towns in the United
States we serve. The key elements of our business strategy are to:

   Improve the Operating and Financial Performance of Our Acquired Cable
   Systems

     We seek to rapidly integrate our acquired cable systems and improve their
operating and financial performance by implementing our operating practices and
capital investment program. Prior to completion of an acquisition, we formulate
plans for customer care and billing improvements, network upgrades, headend
consolidation, new product and service launches, competitive positioning and
human resource requirements. After completing an acquisition, we implement
managerial, operating, purchasing, personnel and engineering changes designed to
effect these plans. We typically generate cost savings by eliminating
significant amounts of overhead expenses historically incurred by the owners of
the cable systems we acquire.

   Develop Efficient Operating Clusters

     Our cable systems currently are organized into three operating divisions
based on their geographic location. To enhance our divisional clusters, our
acquisition strategy focuses, in part, on acquiring or trading for cable systems
in close proximity to our own cable systems. By further concentrating the
geographic clustering of our cable systems, we expect to generate additional
operating efficiencies through the consolidation of many managerial, customer
service, marketing, administrative and technical functions. The clustering of
cable systems also enables us to consolidate signal processing and distribution
facilities, or headend facilities, which lowers the fixed capital costs required
on a per home basis to introduce new products and services.

   Rapidly Upgrade Our Cable Network

     We are rapidly upgrading our cable network to provide new broadband
products and services, improve our competitive position and increase overall
customer satisfaction. By December 2002, we anticipate that 94% of our cable
network will be upgraded with 550MHz to 870MHz bandwidth capacity and 88% of our
homes passed will have two-way communications capability. In addition, we expect
that by June 2003 substantially all of our subscribers will be served by 100
master headend facilities and approximately 90% of our subscribers will be
served by 40 master headend facilities. As part of our headend consolidation
program, we plan to deploy about 8,000 route miles of fiber optic cable to
create large regional fiber optic networks with the potential to provide
advanced telecommunications services.

Our upgrade plans will allow us to:

     .    offer digital cable television, high-speed Internet access and
          interactive video services;

     .    increase channel capacity to a minimum of 82 channels, and
          significantly more with digital video technology;

     .    activate the two-way communications capability of our systems, which
          gives our customers the ability to send and receive signals over our
          cable network;

     .    increase the average number of customers served by our master headend
          facilities, which lowers the fixed capital costs required on a per
          home basis to introduce new products and services, increases the speed
          and effectiveness of our deployment of these new products and services
          and improves our ability to sell advertising on our cable systems; and

     .    utilize our regional fiber optic networks to offer advanced
          telecommunications services.

                                       6

<PAGE>

   Introduce New and Advanced Broadband Products and Services

     We believe that significant opportunities exist to increase our revenues by
expanding the array of products and services we offer. We have used and will
continue to use the expanded channel capacity of our upgraded systems to
introduce several new basic programming services, additional premium services
and numerous pay-per-view channels.

     Utilizing digital video technology, we offer multiple packages of premium
services, several pay-per-view channels on a near video-on-demand basis, digital
music services and interactive program guides. As of December 31, 2001, our
digital cable service was available to about 1.4 million basic subscribers. In
March 2002, we launched video-on-demand service in our Mobile, Alabama cable
system. We plan to launch this service in other cable systems during 2002.

     We also offer high-speed Internet access at speeds up to 100 times faster
than a conventional telephone modem. As of December 31, 2001, our cable modem
service was marketed to about 1.4 million homes passed by our cable systems.
During February 2002, we completed the transition of our cable modem customers,
which numbered over 112,000, to our new, proprietary Mediacom Online(SM)
high-speed Internet service, from the third-party provider Excite@Home. In
addition, we are currently exploring other opportunities in interactive video
and telecommunications services. We currently offer Internet over the television
through a trial with WorldGate Service Inc. in our Waterloo, Iowa cable system.

   Maximize Customer Satisfaction to Build Customer Loyalty

     As a result of our strong regional and local management presence, we are
responsive to customer needs and preferences and better positioned to strengthen
relations with the local government authorities and the communities we serve. We
seek a higher level of customer satisfaction by providing effective customer
service and attractively priced product and service offerings. We believe our
investments in our cable network are increasing customer satisfaction as a
result of a wide array of new product and service introductions, greater
technical reliability and improved quality of service. We have regional calling
centers that are staffed with dedicated personnel who provide service 24 hours a
day, seven days a week to approximately 88% of our customers. We believe that
our focus on customer service has enhanced our reputation in the communities we
serve, which has increased customer loyalty and the potential demand for our new
and enhanced products and services.

   Acquire Underperforming Cable Systems Principally in Smaller Cities and
   Towns

     Our disciplined acquisition strategy targets underperforming cable systems
serving primarily smaller cities and towns. These cable systems are typically
located within the top 50 to 100 television markets where customers generally
require cable to clearly receive a full complement of off-air television
signals. We believe that there are advantages in acquiring and operating cable
systems in small and medium-sized markets, including:

     .    less direct wireline competition given the lower housing densities and
          the resulting higher costs per customer of constructing a cable
          network;

     .    higher penetration levels of our services and lower customer turnover
          as a result of fewer competing entertainment alternatives; and

     .    generally lower overhead and operating costs than those incurred by
          cable operators serving larger markets.

     In addition, we seek to acquire or trade for cable systems in close
proximity to our existing operations because it is more cost effective to
provide cable television and advanced telecommunications services over an
expanded subscriber base within a concentrated geographic area. We have been
able to purchase fill-in acquisitions at favorable prices in geographic regions
where we are the dominant provider of cable television services. Our acquisition
strategy will continue to focus on cable systems that have a complementary
geographic fit with our existing operations, but we will also continue to
consider opportunities to enter new market territories if they are of sufficient
size to provide the clustering benefits noted above.

                                       7

<PAGE>

   Implement a Flexible Financing Structure

     To support our business strategy and enhance our financial flexibility, we
have developed a financing strategy utilizing a blend of equity and debt capital
to complement our acquisition and operating activities. We have diversified our
sources of debt capital by raising long-term debt at Mediacom LLC and Mediacom
Broadband LLC, our wholly-owned intermediate holding companies, while utilizing
our operating subsidiaries to access debt in the commercial bank market through
separate borrowing groups.

     We believe our financing strategy is beneficial because it broadens our
access to various equity and debt markets, enhances our flexibility in managing
our capital structure, reduces the overall cost of debt capital and permits us
to maintain a substantial liquidity position in the form of unused and available
subsidiary credit facilities. As of December 31, 2001, the unused credit
commitments under our subsidiary credit facilities were approximately $1.1
billion, of which over $800.0 million could be borrowed and used for general
corporate purposes under the most restrictive covenants in our debt
arrangements, and our annualized cost of debt capital was approximately 6.9%.

Products and Services

     We provide our customers with the ability to select from a full array of
core cable television service packages. In addition, we offer our customers
advanced broadband products and services such as digital cable television and
high-speed Internet access. These products and services have been introduced to
a significant portion of our customer base. In 2002, we plan to further
introduce digital cable and high-speed Internet access across our cable systems
and to aggressively market these services to our customer base. We launched
video-on-demand service in our Mobile, Alabama cable system in March 2002 and
plan to launch this service in other cable systems during 2002. We are also
exploring other opportunities in interactive video, Internet protocol telephony,
or IP telephony, and other telecommunications services.

   Core Cable Television Services

     We design both our basic channel line-up and our additional channel
offerings for each system according to demographics, programming preferences,
channel capacity, competition, price sensitivity and local regulation. Our core
cable television service offerings include the following in most of our cable
systems:

     Limited Basic Service. Our limited basic service includes, for a monthly
fee, local broadcast channels, network and independent stations, limited
satellite-delivered programming, and local public, government, home-shopping and
leased access channels.

     Expanded Basic Service. Our expanded basic service includes, for an
additional monthly fee, various satellite-delivered channels such as CNN, MTV,
USA Network, ESPN, Lifetime, Nickelodeon and TNT.

     Premium Service. Our premium services are satellite-delivered channels
consisting principally of feature films, original programming, live sports
events, concerts and other special entertainment features, usually presented
without commercial interruption. HBO, Cinemax, Showtime, The Movie Channel and
Starz are typical examples. Such premium programming services are offered by the
systems both on a per-channel basis and as part of premium service packages
designed to enhance customer value and to enable us to take advantage of
programming agreements offering cost incentives based on premium service unit
growth.

     Pay-Per-View Service. Our pay-per-view services allow customers to pay to
view a single showing of a feature film, live sporting event, concert and other
special event, on an unedited, commercial-free basis. Such pay-per-view services
are offered by us on a per-viewing basis, with subscribers only paying for
programs which they select for viewing.

                                       8

<PAGE>

   Digital Cable Services

     Digital video technology offers significant advantages. Most importantly,
this technology allows us to greatly increase our channel offerings through the
use of compression, which converts one analog channel into eight to 12 digital
channels. The implementation of digital technology has significantly enhanced
and expanded the video and other service offerings we provide to our customers.

     We currently offer our customers several digital cable programming packages
that include:

     .    up to 64 multichannel premium services;

     .    up to 39 pay-per-view movie and sports channels;

     .    up to 45 channels of digital music; and

     .    an interactive on-screen program guide to help them navigate the new
          digital choices.

     As of December 31, 2001, our digital service was available to about 1.4
million basic subscribers, or approximately 88% of our subscriber base, and we
served 321,000 digital customers. By year-end 2002, we expect our digital cable
service to be available to about 1.5 million basic subscribers, or approximately
95% of our subscriber base, and to serve between 390,000 and 400,000 digital
customers.

   High-Speed Internet Access

     Our broadband cable network enables data to be transmitted up to 100 times
faster than traditional telephone modem technologies. This high-speed capability
allows our cable modem customers to receive and transmit large files from the
Internet in a fraction of the time required when using the traditional telephone
modem. It also allows much quicker response times when surfing the Internet,
providing a richer experience for the customer. In addition, cable modem service
eliminates the need for using a telephone line to access the Internet. It is
also always activated, and as a result, the customer does not need to dial into
an Internet service provider and await authorization.

     As of December 31, 2001, our cable modem service was marketed to about 1.4
million homes passed by our cable systems, or 54% of our homes passed, and we
served 112,300 cable modem customers. We also provided dial-up telephone
Internet access to 2,700 customers. During February 2002, we completed the
transition of our cable modem customers, to our new, proprietary Mediacom
Online(SM) high-speed Internet service, from the third-party provider
Excite@Home. As part of the launch of Mediacom Online, we signed a multi-year
agreement with AT&T Corp. under which AT&T provides the Internet protocol
network backbone and certain core Internet support functions for our new
service. Also, our regional calling centers now provide technical customer
support for our cable modem customers. By year-end 2002, we expect our cable
modem service to be marketed to about 2.1 million homes passed by our cable
systems, or about 80% of our homes passed, and to serve between 180,000 and
190,000 total data customers.

   Advertising

     Our cable systems receive revenue from the sale of local advertising on
satellite-delivered channels such as CNN, MTV, USA Network, ESPN, Lifetime,
Nickelodeon and TNT. Prior to our acquisitions of cable systems from AT&T
Broadband during 2001, all of our advertising sales efforts were outsourced
through third parties. As part of the acquisitions of the AT&T cable systems, we
purchased an advertising sales infrastructure that includes in-house production
facilities, production and administrative employees and a sales workforce. We
expect to utilize this advertising infrastructure to generate additional
advertising revenues in the cable systems we owned prior to the acquisitions of
the AT&T cable systems, as the third-party advertising agreements covering those
cable systems expire beginning in 2003. We also expect that the increasing
concentration of customers served by our master headend facilities as a result
of our headend consolidation program will enable us to increase our advertising
revenues.

                                       9

<PAGE>

   Video-On-Demand

     Video-on-demand is an interactive television service that provides access
to hundreds of movies or special events on demand with full video cassette
recorder functionality, or the ability to fast forward, pause and rewind a
program at will. Customers can also watch a selected feature repeatedly during
the viewing window, which typically runs up to 24 hours, or stop the selection
before it is completed and return to it at a later time during the viewing
window. Fees are typically charged on a per-selection basis, although certain
individual categories of programming are also available for a flat monthly fee.
The provision of video-on-demand services requires the use of servers at the
headend facility of our cable systems. We introduced video-on-demand service in
our Mobile, Alabama cable system in March 2002 and expect to launch
video-on-demand service in additional cable systems during 2002.

   Future Services

     Interactive Services. Our upgraded cable network has the capacity to
deliver various additional interactive television services. These services can
be divided among two general service categories: enhanced television and
Internet access over the television. These services enable the customer to
interact over the television set, generally by using a conventional remote
television control or a computer keyboard, to either buy a product or service or
request information on a product or service.

     Enhanced television includes such services as ancillary programming
information, interactive advertising and impulse sales and purchases. Internet
access and e-mail over the television are delivered using a set-top box with the
customer using a wireless keyboard. We currently offer Internet over the
television on a trial basis with WorldGate in our Waterloo, Iowa cable system.
We continue to evaluate opportunities to trial and/or launch additional
interactive products and services in our cable systems.

     Telecommunications Services. We are exploring technologies using IP
telephony as well as traditional switching technologies that are currently
available to transmit telephony signals over our cable network. Our headend
consolidation plans include the installation of about 8,000 route miles of fiber
optic cable resulting in the creation of large, high-capacity regional networks.
We are constructing our networks with excess fiber optic capacity, thereby
affording us the flexibility to pursue new data and telecommunications
opportunities. We are in discussions with several telecommunications service
providers and expect to perform a trial of IP telephony in late 2002 or early
2003.

                                       10

<PAGE>

Description of Our Cable Systems

   Overview

     The table below provides an overview of selected operating and technical
statistics for our cable systems for the years ended:

<TABLE>
<CAPTION>
                                          1997      1998        1999         2000         2001
                                         ------   --------   ----------   ----------   ----------
<S>                                      <C>      <C>        <C>          <C>          <C>
Operating Data:
Homes passed/(1)/.....................   87,750    520,000    1,071,500    1,173,000    2,630,000
Basic subscribers/(2)/................   64,350    354,000      719,000      779,000    1,595,000
Basic penetration/(3)/................     73.3%      68.1%        67.1%        66.4%        60.6%
Average monthly revenues
   per basic subscriber/(4)/..........   $32.11   $  32.88   $    35.52   $    38.45   $    44.79
Digital Cable:
Digital-ready basic subscribers/(5)/..       --         --      168,000      400,000    1,400,000
Digital customers.....................       --         --        5,300       40,000      321,000
Digital penetration/(6)/..............       --         --          3.2%        10.0%        22.9%
Data:
Data-ready homes passed/(7)/..........       --         --      120,000      550,000    1,780,000
Data-ready homes marketed/(8)/........       --         --      105,500      486,000    1,420,000
   Dial-up customers/(9)/.............    2,518      4,729        4,600        3,600        2,700
   Cable modem customers..............       --         --          500       12,000      112,300
                                         ------   --------   ----------   ----------   ----------
Total data customers..................    2,518      4,729        5,100       15,600      115,000
Data penetration/(10)/................       --         --          4.8%         3.2%         8.1%
Cable Network Data:
Miles of plant........................    1,697     11,950       22,444       24,500       44,100
Density/(11)/.........................       52         44           48           48           60
Percentage of cable network at
   550MHz to 870MHz...................       25%        45%          57%          74%          75%
</TABLE>

----------
/(1)/  Represents the number of single residence homes, apartments and
       condominium units passed by the cable distribution network in a cable
       system's service area.
/(2)/  Represents subscribers of a cable system who receive a package of
       over-the-air broadcast stations, local access channels or certain
       satellite-delivered cable television services.
/(3)/  Represents basic subscribers as a percentage of homes passed.
/(4)/  Represents average monthly revenues for the last three months of the
       period divided by average basic subscribers for such period. Includes the
       revenues from cable systems acquired during the last three months of the
       period as if such acquisitions were completed at the beginning of the
       three month period.
/(5)/  A subscriber is digital-ready if the subscriber is in a cable system
       where digital cable services are available.
/(6)/  Represents digital customers as a percentage of digital-ready basic
       subscribers.
/(7)/  A home passed is data-ready if it is in a cable system with two-way
       communications capability.
/(8)/  Represents data-ready homes passed where cable modem service is
       available.
/(9)/  A customer that accesses the Internet through a conventional modem and
       telephone line connection.
/(10)/ Represents the number of total data customers as a percentage of
       data-ready homes marketed.
/(11)/ Represents homes passed divided by miles of plant.

                                       11

<PAGE>

   Selected Operating Region Data

     Our systems currently are organized into three divisions. The following
table sets forth the principal states served by such divisions, and their
respective basic subscribers, digital customers and data customers as of
December 31, 2001:

<TABLE>
<CAPTION>
                                                             Basic       Digital      Data
Division                        States                    Subscribers   Customers   Customers
--------                        ------                    -----------   ---------   ---------
<S>             <C>                                        <C>           <C>         <C>
Midwest         Illinois, Indiana, Iowa, Kentucky,
                Missouri                                     562,000     104,000      38,500

North Central   Iowa, Minnesota, South Dakota                586,000     129,000      51,100

Southern        Alabama, California, Delaware, Florida,
                Georgia, North Carolina                      447,000      88,000      25,400
                                                           ---------     -------     -------
                           Total                           1,595,000     321,000     115,000
                                                           =========     =======     =======
</TABLE>

Technology Overview

     As part of our commitment to maximize customer satisfaction, to improve our
competitive position and to introduce new and enhanced products and services to
our customers, we continue to make significant investments to upgrade our cable
network. The current objectives of our upgrade program are to:

     .    increase the bandwidth capacity to 870MHz;

     .    activate two-way communications capability;

     .    consolidate our headend facilities, through the extensive deployment
          of fiber optic networks; and

     .    allow us to provide digital cable television, high-speed Internet
          access, interactive video and other telecommunications services.

     We expect to substantially complete our cable network upgrade program by
June 30, 2003. The following table describes the technological state of our
cable network as of December 31, 2001 and the projected state of our cable
network through June 30, 2003, based on our current upgrade plans:

                                          Percentage of Cable Network
                                         -----------------------------
                                         Less than   550MHz-   Two-Way
                                          550MHz     870MHz    Capable
                                         ---------   -------   -------
December 31, 2001.....................     25%         75%       68%
December 31, 2002.....................      6%         94%       88%
June 30, 2003.........................      2%         98%       95%

     A central feature of our upgrade program is the deployment of high
capacity, hybrid fiber-optic coaxial architecture. The hybrid fiber-optic
coaxial architecture combines the use of fiber optic cable, which can carry
hundreds of video, data and voice channels over extended distances, with coaxial
cable, which requires a more extensive signal amplification in order to obtain
the desired levels for delivering channels. We design our network to connect
fiber optic cable to individual nodes serving an average of 350 homes or
commercial buildings. A node is a single connection to a cable system's main,
high-capacity fiber optic cable that is shared by a number of customers. Coaxial
cable is then connected from each node to the individual homes or buildings. Our
network design generally provides for six strands of fiber to each node, with
two strands active and four strands reserved for future services. We believe
hybrid fiber-optic coaxial architecture provides higher capacity, superior
signal quality, greater network reliability, reduced operating costs and more
reserve capacity for the addition of future services than traditional coaxial
network design.

                                       12

<PAGE>
     Two-way communications capability permits our customers to send and receive
signals over the cable network so that interactive services, such as
video-on-demand, are accessible and high-speed Internet access does not require
a separate telephone line. This capability also positions us to offer cable
telephony, using either IP telephony as it becomes commercially feasible, or the
traditional switching technologies that are currently available. We believe our
plans for two-way communications capability, together with hybrid fiber-optic
coaxial architecture, enhance our cable network's ability to provide advanced
telecommunications services.

     As of December 31, 2001, our cable systems were operated from 410 headend
facilities. We believe that fiber optics and advanced transmission technologies
make it cost effective to consolidate our headend facilities, allowing us to
realize operating efficiencies and resulting in lower fixed capital costs on a
per home basis as we introduce new products and services. We expect that by June
2003, substantially all of our customers will be served by 100 master headend
facilities and about 90% of our customers will be served by 40 master headend
facilities.

     As part of our headend consolidation program, we plan to deploy about 8,000
route miles of fiber optic cable to create large regional fiber optic networks
with the potential to provide advanced telecommunications services. We are
constructing our regional networks with excess fiber optic capacity to
accommodate new and expanded products and services in the future.

Sales and Marketing

     We seek to be the premier provider of entertainment, information and
telecommunications services in the markets we serve. Our marketing programs and
campaigns offer a variety of cable services creatively packaged and tailored to
appeal to each of our local markets and to segments within each market. We
routinely survey our customers to ensure that we are meeting their demands and
our customer surveys keep us abreast of our competition so that we can
effectively counter competitors' service offerings and promotional campaigns.

     We use a coordinated array of marketing techniques to attract and retain
customers and to increase premium service penetration, including door-to-door
and direct mail solicitation, telemarketing, media advertising, local
promotional events, typically sponsored by programming services and
cross-channel promotion of new services and pay-per-view.

     We build awareness of our brand through a variety of promotional campaigns,
particularly in our recently acquired systems. As a result of our branding
efforts, our emphasis on customer service and our investments in the cable
network, we believe we have developed a reputation for quality, reliability and
timely introduction of new products and services.

     We invest a significant amount of time, effort and financial resources in
the training and evaluation of our marketing professionals and customer sales
representatives. Our customer sales representatives customize their sales
presentation to fit each of our customers' specific needs by conducting focused
consumer research and are given the incentive to use their frequent contact with
our customers as opportunities to sell our new products and services. As a
result, as we accelerate the introduction of new products and services to our
customers, we believe we can achieve higher success rates in attracting and
retaining customers.

Programming Supply

     Except as noted below, we have various contracts to obtain basic and
premium programming for our systems from program suppliers whose compensation is
typically based on a fixed fee per customer. Our programming contracts are
generally for a fixed period of time and are subject to negotiated renewal. Some
program suppliers provide volume discount pricing structures or offer marketing
support to us. Our successful marketing of multiple premium service packages
emphasizing customer value enables us to take advantage of such cost incentives.

     We are a member of the National Cable Television Cooperative, Inc., a
programming cooperative consisting of small to medium-sized multiple system
operators serving, in the aggregate, over 12 million cable subscribers. The
cooperative may help create efficiencies in the areas of obtaining and
administering programming contracts, as well as securing, in some cases, more
favorable programming rates and contract terms for small to medium-sized cable
operators. We negotiate programming contract renewals both directly and through
the cooperative.

                                       13

<PAGE>

     Substantially all of the cable television programming services carried on
the cable systems we acquired from AT&T Broadband are provided to customers
without written contracts with the respective program suppliers. We are
currently negotiating the terms of these programming services with the
respective program suppliers.

     Our programming costs are expected to increase in the future due to
additional programming being provided to our customers, increased costs to
purchase programming, inflationary increases and other factors affecting the
cable television industry. Although we will legally be able to pass through
expected increases in our programming costs to customers, there can be no
assurance that competitive conditions or other factors in the marketplace will
allow us to do so.

     We also have various retransmission consent arrangements with commercial
broadcast stations, which generally expire in December 2002. None of these
consents require payment of fees for carriage. However, in some cases
retransmission consents have been contingent upon our carriage of
satellite-delivered cable programming offered by companies affiliated with the
stations' owners or the broadcast network carried by such stations.

     Currently, there are over 200 cable programming networks carried or seeking
to be carried on our cable systems. We use the analog and digital channel
capacity resulting from our capital improvement program to negotiate more
favorable long-term contracts with our programming suppliers.

Customer Service and Community Relations

     System reliability and customer satisfaction represent a cornerstone of our
business strategy. We expect that ongoing investments in our cable network and
our regional calling centers will significantly strengthen customer service,
enhancing the reliability of our cable network and allowing us to introduce new
products and services to our customers. We maintain regional calling centers
which service approximately 88% of our customers. They are staffed with
dedicated personnel who provide service to our customers 24 hours a day, seven
days a week, on a toll-free basis. We believe our regional calling centers allow
us to coordinate more effectively installation appointments and reduce response
time to customer inquiries. We continue to invest in both personnel and
equipment of our regional calling centers to ensure that these operating units
are professionally managed and employ state-of-the-art technology.

     In addition, we are dedicated to fostering strong community relations in
the communities served by our cable systems. We support local charities and
community causes in various ways, including staged events and promotional
campaigns to raise funds and supplies for persons in need and in-kind donations
that include production services and free airtime on cable networks. We
participate in the "Cable in the Classroom" program, which is a national effort
by cable companies to provide schools with free cable television service and,
where available, Internet access. We also install and provide free cable
television service to government buildings and not-for-profit hospitals in our
franchise areas. We believe that our relations with the communities in which our
cable systems operate are generally good.

Franchises

     Cable systems are generally operated under non-exclusive franchises granted
by local governmental authorities. These franchises typically contain many
conditions, such as: time limitations on commencement and completion of
construction; conditions of service, including number of channels, types of
programming and the provision of free service to schools and other public
institutions; and the maintenance or posting of insurance or indemnity bonds by
the cable operator. Many of the provisions of local franchises are subject to
federal regulation under the Communications Act of 1934, as amended.

     As of December 31, 2001, our cable systems were subject to approximately
1,487 franchises. These franchises, which are non-exclusive, provide for the
payment of fees to the issuing authority. In most of the cable systems, such
franchise fees are passed through directly to the customers. The Cable
Communications Policy Act of 1984, or the 1984 Cable Act, prohibits franchising
authorities from imposing franchise fees in excess of 5% of gross revenues from
cable services and also permits the cable operator to seek renegotiation and
modification of franchise requirements if warranted by changed circumstances.

                                       14

<PAGE>

     Substantially all of the basic subscribers of our cable systems are in
service areas that require a franchise. The table below groups the franchises of
our cable systems by year of expiration and presents the approximate number and
percentage of basic subscribers for each group as of December 31, 2001.

<TABLE>
<CAPTION>
                                                         Percentage of     Number of     Percentage of
                                           Number of        Total            Basic        Total Basic
Year of Franchise Expiration               Franchises     Franchises      Subscribers     Subscribers
----------------------------               ----------    -------------    -----------    -------------
<S>                                          <C>            <C>            <C>              <C>
2002 through 2005......................        444           29.9%           534,422         33.5%
2006 and thereafter....................      1,043           70.1          1,060,578         66.5
                                             -----          -----          ---------        -----
     Total.............................      1,487          100.0%         1,595,000        100.0%
                                             =====          =====          =========        =====
</TABLE>

     The 1984 Cable Act provides, among other things, for an orderly franchise
renewal process in which franchise renewal will not be unreasonably withheld or,
if renewal is denied and the franchising authority acquires ownership of the
cable system or effects a transfer of the cable system to another person, the
cable operator generally is entitled to the fair market value for the cable
system covered by such franchise. In addition, the 1984 Cable Act established
comprehensive renewal procedures, which require that an incumbent franchisee's
renewal application be assessed on its own merits and not as part of a
comparative process with competing applications.

     We believe that we generally have good relationships with our franchising
communities. We have never had a franchise revoked or failed to have a franchise
renewed. In addition, substantially all of our franchises eligible for renewal
have been renewed or extended prior to their stated expirations, and no
franchise community has refused to consent to a franchise transfer to us.

Competition

     We, like most cable systems, compete on the basis of several factors,
including price and the quality and variety of products and services offered. We
face competition from various communications and entertainment providers, the
number and type of which we expect to increase as we expand the products and
services offered over our broadband network. In recent years, the Federal
Communications Commission (the "FCC") has adopted policies authorizing new
technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition
for cable systems. The extent to which a cable television service is competitive
depends in significant part upon the cable system's ability to provide a greater
variety of programming, superior technical performance and superior customer
service than are available over the air or through competitive alternative
delivery sources. We believe our ability to package multiple services, such as
digital television and two-way, high-speed Internet access, is an advantage in
our competitive business environment.

   Providers of Broadcast Television and Other Entertainment

     The extent to which a cable system competes with over-the-air broadcasting,
which provides signals that a viewer is able to receive directly, depends upon
the quality and quantity of the broadcast signals available by direct antenna
reception compared to the quality and quantity of such signals and alternative
services offered by a cable system. Cable systems also face competition from
other sources of entertainment such as live sporting events, movie theaters and
home video products, including videotape recorders and videodisc players.

   Direct Broadcast Satellite Providers

     Individuals can purchase home satellite dishes, which allow them to receive
satellite-delivered broadcast and non-broadcast program services, commonly known
as DBS, that formerly were available only to cable television subscribers.
According to recent government and industry reports, DBS providers currently
sell video programming services to approximately 17.5 million individual
households, condominiums, apartments and office complexes in the United States.

     DBS service can be received virtually anywhere in the continental United
States through the installation of a small rooftop or side-mounted antenna. DBS
providers use video compression technology to increase channel capacity and
digital technology to improve the quality of the signals transmitted to their
customers. In addition to the non-broadcast programming services we offer in our
cable systems, under legislation enacted in 1999, DBS providers also deliver

                                       15

<PAGE>

local broadcast signals in certain markets that we serve. This change in law
eliminated a significant competitive advantage which cable system operators had
over DBS providers, as previously DBS providers were not permitted to retransmit
local broadcast signals. DBS service is being heavily marketed on a nationwide
basis by several service operators. We believe our digital cable service is
competitive with the services delivered to customers by DBS systems.

     DBS providers are also developing ways to bring advanced communications
services to their customers. They are currently offering satellite-delivered
high-speed Internet access services with a telephone return path and are
beginning to provide true two-way interactivity. We believe that our Internet
access service is superior to the service currently offered by DBS providers
because our service does not rely on a telephone line. In order for DBS
providers to offer true two-way high-speed Internet access services, additional
equipment is required and their service is typically offered at higher prices
for equivalent services.

     Two major companies, DirecTV and Echostar, are currently providing
nationwide high-power DBS services, which typically offer to their customers
more than 300 channels of programming, including programming similar to that
provided by cable systems. A proposed merger between these two entities is
presently undergoing regulatory scrutiny. If the merger is consummated, the
combined entity would serve over 16.0 million subscribers. DirecTV and Echostar
now deliver local broadcast signals in a number of the largest markets and we
believe they plan to expand such carriage to many more markets. The FCC has
adopted rules effective January 2002 which place a must-carry requirement on DBS
providers in any market where they retransmit one or more local signals. The
current capacity limitations of satellite technology may limit the DBS
providers' ability to comply with these must-carry requirements. A judicial
challenge to the January 2002 requirement on the grounds that it is
unconstitutional is pending. These developments could result in greater
competitive challenges for us and other cable system operators.

   Multichannel Multipoint Distribution Systems

     Multichannel multipoint distribution systems deliver programming services
over microwave channels licensed by the FCC and received by subscribers with
special antennas. These wireless cable systems are less capital intensive and
subject to fewer regulatory requirements than cable television systems, and are
not required to obtain local franchises or pay franchise fees. To date, the
ability of wireless cable services to compete with cable systems has been
limited by a channel capacity of up to 35 channels and the need for unobstructed
line-of-sight over-the-air transmission. Although relatively few wireless cable
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. The use of
digital compression technology, and the FCC's recent amendment to its rules to
permit reverse path or two-way transmission over wireless facilities, may enable
multichannel multipoint distribution systems to deliver more channels and
additional services, including Internet related services. Digital compression
technology refers to the conversion of the standard video signal into a digital
signal and the compression of that signal to facilitate multiple channel
transmissions through a single channel's signal.

   Private Cable Television Systems

     Private cable television systems compete with conventional cable television
systems for the right to service condominiums, apartment complexes and other
multiple unit residential developments. The operators of these private systems,
known as satellite master antenna television (SMATV) systems, provide improved
reception of local television stations and several of the same
satellite-delivered programming services offered by franchised cable systems.
SMATV system operators often enter into exclusive agreements with apartment
building owners or homeowners' associations that preclude franchised cable
television operators from serving residents of such private complexes and
typically are not subject to regulation like local franchised cable operators.
However, the 1984 Cable Act gives franchised cable operators the right to use
existing compatible easements within their franchise areas on nondiscriminatory
terms and conditions. Accordingly, where there are preexisting compatible
easements, cable operators may not be unfairly denied access or discriminated
against with respect to access to the premises served by those easements.
Conflicting judicial decisions have been issued interpreting the scope of the
access right granted by the 1984 Cable Act, particularly with respect to
easements located entirely on private property. Under the Telecommunications Act
of 1996, satellite master antenna television systems can interconnect
non-commonly owned buildings without having to comply with local, state and
federal regulatory requirements that are imposed upon cable systems providing
similar services, as long as they do not use public rights of way. The FCC has
held that the latter provision is not violated so long as interconnection across
public rights of way is provided by a third party.

                                       16

<PAGE>

   Traditional Overbuilds

     Cable television systems are operated under non-exclusive franchises
granted by local authorities. More than one cable system may legally be built in
the same area. Franchising authorities have from time to time granted additional
franchises to other companies, including other cable operators or telephone
companies, and these additional franchises might contain terms and conditions
more favorable than those afforded to the incumbent cable operator. In addition,
entities willing to establish an open video system, under which they offer
unaffiliated programmers non-discriminatory access to a portion of the system's
cable system, may be able to avoid significant local franchising requirements.
Well financed businesses from outside the cable industry, such as public
utilities which already possess or are developing fiber optic and other
transmission facilities in the areas they serve, may over time become
competitors. We believe that various entities are currently offering cable
service to an estimated 8.1% of the homes passed in the service areas of our
franchises.

   Internet Access

     We offer high-speed Internet access in many of our cable systems. This kind
of service is sometimes called "cable modem service." Our cable systems compete
with a number of other companies, many of which have substantial resources, such
as existing Internet service providers, commonly known as ISPs, DBS providers,
and local and long distance telephone companies.

     The deployment of digital subscriber line technology, known as DSL, allows
Internet access to subscribers at data transmission speeds equal to or greater
than that of modems over conventional telephone lines, putting it in direct
competition with cable modem service. Numerous companies, including telephone
companies, have introduced DSL service and certain telecommunications companies
are seeking to provide high-speed broadband services, including interactive
online services, without regard to present service boundaries and other
regulatory restrictions. Congress is currently considering legislation that, if
enacted into law, will eliminate or reduce significantly many of the regulatory
restrictions on the offering of high-speed broadband services by local telephone
companies. DBS providers currently offer satellite-delivered high-speed Internet
access services with a telephone return path and are beginning to provide true
two-way interactivity.

     A number of ISP's have asked local authorities and the FCC to give them
rights of access to cable systems' broadband infrastructure so that they can
deliver their services directly to cable systems' customers. This kind of access
is often called "open access." Many local franchising authorities have been
examining the issue of open access and a few have required cable operators to
provide such access. Several Federal courts have ruled that localities are not
authorized to require open access. On March 14, 2002, the FCC announced that
there is no current legal requirement for cable operators to grant open access
now that cable modem service is classified as an information service. The FCC,
however, stated that it is considering whether it has the authority to impose
open access requirements and, if so, whether it should do so. If we were
required to provide open access to ISPs as a result of FCC action or court
decisions, other companies could use our cable system infrastructure to offer
Internet services competitive with our own.

   Other Competition

     Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. The FCC has authorized a new interactive television service which
permits non-video transmission of information between an individual's home and
entertainment and information service providers. This service, which can be used
by direct broadcast satellite systems, television stations and other video
programming distributors, including cable television systems, is an alternative
technology for the delivery of interactive video services. It does not appear at
the present time that this service will have a material impact on the operations
of cable television systems.

     The FCC has allocated spectrum in the 28GHz range for a new multichannel
wireless service that can be used to provide video and telecommunications
services. The FCC completed the process of awarding licenses to use this
spectrum via a market-by-market auction. We do not know whether such a service
would have a material impact on the operations of cable television systems.

                                       17

<PAGE>

     The 1996 Telecom Act directed the FCC to establish, and the FCC has
adopted, regulations and policies for the issuance of licenses for digital
television to incumbent television broadcast licensees. Digital television can
deliver high definition television pictures and multiple digital-quality program
streams, as well as CD-quality audio programming and advanced digital services,
such as data transfer or subscription video. The FCC also has authorized
television broadcast stations to transmit text and graphic information that may
be useful to both consumers and businesses. The FCC also permits commercial and
non-commercial FM stations to use their subcarrier frequencies to provide
non-broadcast services, including data transmission.

Employees

     As of December 31, 2001, we employed 3,345 full-time employees and 174
part-time employees. Approximately 3.2% of our employees are represented by a
labor union but are not covered by any collective bargaining agreements. We
consider our relations with our employees to be generally good.

                                       18

<PAGE>

                           Legislation and Regulation

General

     A federal law known as the Communications Act of 1934, as amended (the
"Communications Act"), establishes a national policy to guide the regulation,
development and operation of cable communications systems.

     The Communications Act allocates principal responsibility for enforcing the
federal policies among the FCC and state and local governmental authorities. The
FCC and state regulatory agencies regularly conduct administrative proceedings
to adopt or amend regulations implementing the statutory mandate of the
Communications Act. At various times, interested parties to these administrative
proceedings challenge the new or amended regulations and policies in the courts
with varying levels of success. We expect that further court actions and
regulatory proceedings will occur and will refine the rights and obligations of
various parties, including the government, under the Communications Act. The
results of these judicial and administrative proceedings may materially affect
the cable industry and our business and operations. In the following paragraphs,
we summarize the federal laws and regulations materially affecting the growth
and operation of the cable industry. We also provide a brief description of
certain state and local laws.

Federal Regulation

     The Communications Act and the regulations and policies of the FCC affect
significant aspects of our cable system operations, including:

     .    subscriber rates;

     .    the content of the programming we offer to subscribers, as well as the
          way we sell our program packages to subscribers;

     .    the use of our cable systems by the local franchising authorities, the
          public and other unrelated companies;

     .    our franchise agreements with local governmental authorities;

     .    cable system ownership limitations and prohibitions; and

     .    our use of utility poles and conduit.

   Subscriber Rates

     The Communications Act and the FCC's regulations and policies limit the
ability of cable systems to raise rates for basic services and equipment. No
other rates can be regulated. Federal law exempts cable systems from rate
regulation of cable services and customer equipment only in communities that are
subject to effective competition, as defined by federal law.

     Where there is no effective competition to the cable operator's services,
federal law gives local franchising authorities the responsibility to regulate
the rates charged by the operator for:

     .    the lowest level of programming service offered by cable operator,
          typically called basic service, which includes the local broadcast
          channels and any public access or governmental channels that are
          required by the operator's franchise;

     .    the installation of cable service and related service calls; and

     .    the sale and lease of equipment used by subscribers to receive basic
          service, such as converter boxes and remote control units.

     Local franchising authorities who wish to regulate basic service rates and
related equipment rates must first obtain FCC certification to regulate by
following a simplified FCC certification process and agreeing to follow
established FCC rules and policies when regulating the cable operator's rates.

                                       19

<PAGE>

     Several years ago, the FCC adopted detailed rate regulations, guidelines
and rate forms that a cable operator and the local franchising authority must
use in connection with the regulation of basic service and equipment rates. The
FCC adopted a benchmark methodology as the principal method of regulating rates.
However, if this methodology produces unacceptable rates, the operator may also
justify rates using a detailed cost-of-service methodology. The FCC's rules also
require franchising authorities to regulate equipment rates on the basis of
actual cost plus a reasonable profit, as defined by the FCC.

     If the local franchising authority concludes that a cable operator's rates
are too high under the FCC's rate rules, the local franchising authority may
require the cable operator to reduce rates and to refund overcharges to
subscribers, with interest. The cable operator may appeal adverse local rate
decisions to the FCC.

     The FCC's regulations allow a cable operator to modify regulated rates on a
quarterly or annual basis to account for changes in:

     .    the number of regulated channels;

     .    inflation; and

     .    certain external costs, such as franchise and other governmental fees,
          copyright and retransmission consent fees, taxes, programming fees and
          franchise-related obligations.

     The Communications Act and the FCC's regulations also:

     .    require cable operators to charge uniform rates throughout each
          franchise area that is not subject to effective competition;

     .    prohibit regulation of non-predatory bulk discount rates offered by
          cable operators to subscribers in commercial and residential
          developments; and

     .    permit regulated equipment rates to be computed by aggregating costs
          of broad categories of equipment at the franchise, system, regional or
          company level.

   Content Requirements

     The Communications Act and the FCC's regulations contain broadcast signal
carriage requirements that allow local commercial television broadcast stations:

     .    to elect once every three years to require a cable system to carry the
          station, subject to certain exceptions; or

     .    to negotiate with us on the terms by which we carry the station on our
          cable system, commonly called retransmission consent.

     The Communications Act requires a cable operator to devote up to one-third
of its activated channel capacity for the mandatory carriage of local commercial
television stations. The Communications Act also gives local non-commercial
television stations mandatory carriage rights; however, such stations are not
given the option to negotiate retransmission consent for the carriage of their
signals by cable systems. Additionally, cable systems must obtain retransmission
consent for:

     .    all distant commercial television stations, except for commercial
          satellite-delivered independent superstations such as WGN;

     .    commercial radio stations; and

     .    certain low-power television stations.

                                       20

<PAGE>

     The FCC has recently adopted regulations for mandatory carriage of digital
television signals offered by local television broadcasters. Under these
regulations, local television broadcast stations transmitting solely in a
digital format are entitled to request carriage in their choice of digital or
converted analog format. Stations transmitting in both digital and analog
formats, which is permitted during the current several-year transition period,
have no carriage rights for the digital format during the transition unless and
until they turn in their analog channel. We are unable to predict the impact of
these new carriage requirements on the operations of our cable systems.

     The Communications Act requires our cable systems, other than those systems
which are subject to effective competition, to permit subscribers to purchase
video programming we offer on a per channel or a per program basis without the
necessity of subscribing to any tier of service other than the basic cable
service tier. However, we are not required to comply with this requirement until
October 2002 for any of our cable systems that do not have addressable converter
boxes or that have other substantial technological limitations. Many of our
cable systems do not have the technological capability to offer programming in
the manner required by the statute and thus currently are exempt from complying
with the requirement. We are unable to predict whether the full implementation
of this statutory provision will have a material impact on the operation of our
cable systems.

     To increase competition between cable operators and other video program
distributors, the Communications Act and the FCC's regulations:

     .    preclude any satellite video programmer affiliated with a cable
          company, or with a common carrier providing video programming directly
          to its subscribers, from favoring an affiliated company over
          competitors;

     .    require such programmers to sell their programming to other
          unaffiliated video program distributors; and

     .    limit the ability of such programmers to offer exclusive programming
          arrangements to their related parties.

     The FCC actively regulates other aspects of our programming, involving such
areas as:

     .    our use of syndicated and network programs and local sports broadcast
          programming;

     .    advertising in children's programming;

     .    political advertising;

     .    origination cablecasting;

     .    adult programming;

     .    sponsorship identification; and

     .    closed captioning of video programming.

   Use of Our Cable Systems by the Government and Unrelated Third Parties

     The Communications Act allows local franchising authorities and unrelated
third parties to have access to our cable systems' channel capacity for their
own use. For example, it:

     .    permits franchising authorities to require cable operators to set
          aside channels for public, educational and governmental access
          programming; and

     .    requires a cable system with 36 or more activated channels to
          designate a significant portion of its channel capacity for commercial
          leased access by third parties to provide programming that may compete
          with services offered by the cable operator.

                                       21

<PAGE>

     The FCC regulates various aspects of third party commercial use of channel
capacity on our cable systems, including:

     .    the maximum reasonable rate a cable operator may charge for third
          party commercial use of the designated channel capacity;

     .    the terms and conditions for commercial use of such channels; and

     .    the procedures for the expedited resolution of disputes concerning
          rates or commercial use of the designated channel capacity.

   Franchise Matters

     We have non-exclusive franchises in virtually every community in which we
operate that authorize us to construct, operate and maintain our cable systems.
Although franchising matters are normally regulated at the local level through a
franchise agreement or a local ordinance, the Communications Act provides
oversight and guidelines to govern our relationship with local franchising
authorities.

     For example, the Communications Act:

     .    affirms the right of franchising authorities, which may be state or
          local, depending on the practice in individual states, to award one or
          more franchises within their jurisdictions;

     .    generally prohibits us from operating in communities without a
          franchise;

     .    encourages competition with existing cable systems by:

          .    allowing municipalities to operate their own cable systems
               without franchises, and

          .    preventing franchising authorities from granting exclusive
               franchises or from unreasonably refusing to award additional
               franchises covering an existing cable system's service area;

     .    permits local authorities, when granting or renewing our franchises,
          to establish requirements for cable-related facilities and equipment,
          but prohibits franchising authorities from establishing requirements
          for specific video programming or information services other than in
          broad categories;

     .    permits us to obtain modification of our franchise requirements from
          the franchise authority or by judicial action if warranted by
          commercial impracticability; and

     .    generally prohibits franchising authorities from:

          .    imposing requirements during the initial cable franchising
               process or during franchise renewal that require, prohibit or
               restrict us from providing telecommunications services,

          .    imposing franchise fees on revenues we derive from providing
               telecommunications services over our cable systems,

          .    restricting our use of any type of subscriber equipment or
               transmission technology, and

     .    limits our payment of franchise fees to the local franchising
          authority to 5.0% of our gross revenues derived from providing cable
          services over our cable system.

     The Communications Act contains renewal procedures designed to protect us
against arbitrary denials of renewal of our franchises although, under certain
circumstances, the franchising authority could deny us a franchise renewal.
Moreover, even if our franchise is renewed, the franchising authority may seek
to impose upon us new and more onerous requirements, such as significant
upgrades in facilities and services or increased franchise fees as a condition
of renewal to the extent permitted by law. Similarly, if a franchising
authority's consent is required for the purchase or sale of our cable system or
franchise, the franchising authority may attempt to impose more burdensome or
onerous franchise requirements on the purchaser in connection with a request for
such consent. Historically, cable operators providing satisfactory services to
their subscribers and complying with the terms of their franchises have almost

                                       22

<PAGE>

always obtained franchise renewals. We believe that we have generally met the
terms of our franchises and have provided quality levels of service. We
anticipate that our future franchise renewal prospects generally will be
favorable.

     Various courts have considered whether franchising authorities have the
legal right to limit the number of franchises awarded within a community and to
impose substantive franchise requirements. These decisions have been
inconsistent and, until the U.S. Supreme Court rules definitively on the scope
of cable operators' First Amendment protections, the legality of the franchising
process generally and of various specific franchise requirements is likely to be
in a state of flux.

   Ownership Limitations

     The Communications Act generally prohibits us from owning or operating a
satellite master antenna television system or multichannel multipoint
distribution system in any area where we provide franchised cable service and do
not have effective competition, as defined by federal law. We may, however,
acquire and operate a satellite master antenna television system in our existing
franchise service areas if the programming and other services provided to the
satellite master antenna television system subscribers are offered according to
the terms and conditions of our local franchise agreement.

     The Communications Act also authorizes the FCC to adopt nationwide limits
on the number of subscribers under the control of a cable operator. The U.S.
Court of Appeals for the District of Columbia Circuit recently vacated the FCC's
current limit of 30% of subscribers to all multi-channel video programming
distributors nationwide. We currently account for significantly fewer
subscribers than that limit or any revised limit now under consideration and,
therefore, the limit does not currently affect us and we do not expect it to
affect any future acquisitions we may undertake in the foreseeable future.

     The Communications Act and FCC regulations also impose limits on the number
of channels that can be occupied on a cable system by a video programmer in
which a cable operator has an interest. A federal district court declared this
provision unconstitutional. An appeal of the district court's decision was
consolidated with an appeal challenging the FCC's subscriber ownership
limitation regulations. The appellate court overturned the FCC's revised 30%
subscriber ownership limitation and the rule regarding the number of channels on
a cable system which can be occupied by programming affiliated with the cable
operator on the basis that they do not pass constitutional muster. These matters
were sent back to the FCC for further proceedings.

     The 1996 amendments to the Communications Act eliminated the statutory
prohibition on the common ownership, operation or control of a cable system and
a television broadcast station in the same service area. The identical FCC
regulation has been invalidated by a federal appellate court. The FCC has
eliminated its regulatory restriction on cross-ownership of cable systems and
national broadcasting networks.

     The 1996 amendments to the Communications Act also made far-reaching
changes in the relationship between local telephone companies and cable service
providers. These amendments:

     .    eliminated federal legal barriers to competition in the local
          telephone and cable communications businesses, including allowing
          local telephone companies to offer video services in their local
          telephone service areas;

     .    preempted legal barriers to telecommunications competition that
          previously existed in state and local laws and regulations;

     .    set basic standards for relationships between telecommunications
          providers; and

     .    generally limited acquisitions and prohibited joint ventures between
          local telephone companies and cable operators in the same market.

     Local telephone companies may provide service as traditional cable
operators with local franchises or they may opt to provide their programming
over open video systems, subject to certain conditions, including, but not
limited to, setting aside a portion of their channel capacity for use by
unaffiliated program distributors on a non-discriminatory basis. The decision as
to whether an operator of an open video system must obtain a local franchise is
left to each community.

                                       23

<PAGE>

   Pole Attachment Regulation

     The Communications Act requires the FCC to regulate the rates, terms and
conditions imposed by public utilities, other than municipally- or
cooperatively-owned utilities, for cable systems' use of utility pole and
conduit space unless state authorities have demonstrated to the FCC that they
adequately regulate pole attachment rates, as is the case in certain states in
which we operate. In the absence of state regulation, the FCC administers pole
attachment rates on a formula basis. The FCC adopted a new rate formula that
became effective in 2001 which governs the maximum rate certain utilities may
charge for attachments to their poles and conduit by companies providing
telecommunications services, including cable operators. A federal appellate
court is currently evaluating whether the FCC's rate formulas, as applied in a
specific case, provide "just compensation" under Federal Constitution.

     Increases in attachment rates due to the FCC's new rate formula are phased
in over a five-year period in equal annual increments, beginning in February
2001. A federal appellate court found that the provision of Internet access by a
cable system was neither a cable service or a telecommunications service, thus
the FCC lacked authority to regulate pole attachment rates for cable systems
which offer Internet access. The Supreme Court recently reversed the federal
appellate court decision and upheld the FCC's authority to regulate pole
attachment rates. We are unable to predict the ultimate impact of any revised
FCC rate formula or of any new pole attachment rate regulations on our business
and operations.

   Other Regulatory Requirements of the Communications Act and the FCC

     The FCC has adopted cable inside wiring rules to provide a more specific
procedure for the disposition of residential home wiring and internal building
wiring that belongs to an incumbent cable operator that is forced by the
building owner to terminate its cable services in a building with multiple
dwelling units. The FCC is also considering additional rules relating to inside
wiring that, if adopted, may disadvantage incumbent cable operators.

     The Communications Act includes provisions, among others, regulating and
the FCC actively regulates other parts of our cable operations, involving such
areas as:

     .    equal employment opportunity;

     .    consumer protection and customer service;

     .    technical standards and testing of cable facilities;

     .    consumer electronics equipment compatibility;

     .    registration of cable systems;

     .    maintenance of various records and public inspection files;

     .    microwave frequency usage; and

     .    antenna structure notification, marking and lighting.

     The FCC may enforce its regulations through the imposition of fines, the
issuance of cease and desist orders or the imposition of other administrative
sanctions, such as the revocation of FCC licenses needed to operate transmission
facilities often used in connection with cable operations. The FCC has ongoing
rulemaking proceedings that may change its existing rules or lead to new
regulations. We are unable to predict the impact that any further FCC rule
changes may have on our business and operations.

     Other bills and administrative proposals pertaining to cable communications
have previously been introduced in Congress or considered by other governmental
bodies over the past several years. It is probable that Congress and other
governmental bodies will continue to analyze to the regulation of cable
communications services.

                                       24

<PAGE>

   Copyright

     Our cable systems typically include in their channel line-ups local and
distant television and radio broadcast signals, which are protected by the
copyright laws. We generally do not obtain a license to use this programming
directly from the owners of the programming, but instead comply with an
alternative federal compulsory copyright licensing process. In exchange for
filing certain reports and contributing a percentage of our revenues to a
federal copyright royalty pool, we obtain blanket permission to retransmit the
copyrighted material carried on these broadcast signals. The nature and amount
of future copyright payments for broadcast signal carriage cannot be predicted
at this time.

     In a report to Congress, the U.S. Copyright Office recommended that
Congress make major revisions to both the cable television and satellite
compulsory licenses. Congress recently modified the satellite compulsory license
in a manner that permits DBS providers to become more competitive with cable
operators. The possible simplification, modification or elimination of the cable
communications compulsory copyright license is the subject of continuing
legislative review. The elimination or substantial modification of the cable
compulsory license could adversely affect our ability to obtain suitable
programming and could substantially increase the cost of programming that
remains available for distribution to our subscribers. We are unable to predict
the outcome of this legislative activity.

     Copyrighted music performed in programming supplied to cable television
systems by pay cable networks and basic cable networks is licensed by the
networks through private agreements with the major performing rights
organizations in the United States. These organizations offer through
to-the-viewer licenses to the cable networks that cover the retransmission of
the cable networks' programming by cable television systems to their customers.

     Our cable systems also utilize music in other programming and advertising
that we provide to subscribers. The rights to use this music are controlled by
various music performing rights organizations from which performance licenses
must be obtained. Cable industry representatives recently negotiated standard
license agreements with the two remaining sizable music performing rights
organizations covering locally originated programming, including advertising
inserted by the cable operator in programming produced by other parties. We
expect that these organizations will now seek to execute these standard
agreements with most cable operators, including us. Although each of these
agreements will require the payment of music license fees for earlier time
periods, we do not believe such license fees will have a significant impact on
our business and operations.

   Cable Modem Service

     There are currently few laws or regulations which specifically regulate
communications or commerce over the Internet. Section 230 of the Communications
Act declares it to be the policy of the United States to promote the continued
development of the Internet and other interactive computer services and
interactive media, and to preserve the vibrant and competitive free market that
presently exists for the Internet and other interactive computer services,
unfettered by federal or state regulation. One area in which Congress did
attempt to regulate content over the Internet involved the dissemination of
obscene or indecent materials.

     The Digital Millennium Copyright Act is intended to reduce the liability of
online service providers for listing or linking to third-party Websites that
include materials that infringe copyrights or other rights or if customers use
the service to publish or disseminate infringing materials. The Children's
Online Protection Act and the Children's Online Privacy Protection Act are
intended to restrict the distribution of certain materials deemed harmful to
children and impose additional restrictions on the ability of online services to
collect user information from minors. In addition, the Protection of Children
From Sexual Predators Act of 1998 requires online service providers to report
evidence of violations of federal child pornography laws under certain
circumstances.

     A number of ISP's have asked local authorities and the FCC to give them
rights of access to cable systems' broadband infrastructure so that they can
deliver their services directly to cable systems' customers. This kind of access
is often called "open access." Many local franchising authorities have been
examining the issue of open access and a few have required cable operators to
provide such access. Several Federal courts have ruled that localities are not
authorized to require open access. On March 14, 2002, the FCC announced that
there is no current legal requirement for cable operators to grant open access.
On the same date, however, the FCC announced that it is considering whether it
has the authority to impose open access requirements and, if so, whether it
should do so.

                                       25

<PAGE>

     There is uncertainty about whether Internet access service provided by
cable operators should be classified as an information service,
telecommunications service, or cable service under the Communications Act of
1934. The decision about the proper classification will affect our business and
operations, including, but not limited to, whether we will be required to pay
local government franchise fees on cable Internet services. On March 14, 2002,
the FCC announced that it was classifying Internet access service provided
through cable modems as an interstate information service. At the same time, the
FCC initiated a rulemaking proceeding designed to address a number of issues
resulting from this regulatory classification, including the following:

     .    The FCC confirmed that there is no current legal requirement for cable
          operators to grant open access now that cable modem service is
          classified as an information service. The FCC is considering, however,
          whether it has the authority to impose open access requirements and,
          if so, whether it should do so, or whether to permit local authorities
          to impose such a requirement.

     .    The FCC confirmed that because cable modem service is an information
          service, not a cable service, local franchise authorities may not
          collect franchise fees on cable modem service revenues under existing
          law and regulations.

     .    The FCC concluded that federal law does not permit local franchise
          authorities to impose additional franchise requirements on cable modem
          service. It is considering, however, whether local franchise
          authorities nonetheless have the authority to impose restrictions,
          requirements or fees because cable modem service is delivered over
          cable using public rights of way.

     .    The FCC is considering whether cable operators providing cable modem
          service should be required to contribute to a "universal service fund"
          designed to support making service available to all consumers,
          including those in low income, rural and high-cost areas at rates that
          are reasonably comparable to those charged in urban areas.

     .    The FCC is considering whether it should take steps to ensure that the
          regulatory burdens that cable systems providing cable modem service
          are comparable to those of other providers of Internet access service,
          such as telephone companies. One method of achieving comparability
          would be to make cable operators subject to some of the regulations
          that do not now apply to them, but are applicable to telephone
          companies.

     Challenges to the FCC's classification of cable Internet access service
have been filed in federal courts. In previous actions over the regulatory
classification of cable modem service, the courts issued conflicting decisions.
These conflicting rulings and the new court proceedings increase the possibility
that the classification of cable Internet service could be decided by the
Supreme Court.

State and Local Regulation

     Our cable systems use local streets and rights-of-way. Consequently, we
must comply with state and local regulation, which is typically imposed through
the franchising process. Our cable systems generally are operated in accordance
with non-exclusive franchises, permits or licenses granted by a municipality or
other state or local government entity. Our franchises generally are granted for
fixed terms and in many cases are terminable if we fail to comply with material
provisions. The terms and conditions of our franchises vary materially from
jurisdiction to jurisdiction. Each franchise generally contains provisions
governing:

     .    franchise fees;

     .    franchise term;

     .    system construction and maintenance obligations;

     .    system channel capacity;

     .    design and technical performance;

                                       26

<PAGE>

     .    customer service standards;

     .    sale or transfer of the franchise;

     .    territory of the franchise;

     .    indemnification of the franchising authority;

     .    use and occupancy of public streets; and

     .    types of cable services provided.

     In the process of renewing franchises, a franchising authority may seek to
impose new and more onerous requirements, such as upgraded facilities, increased
channel capacity or enhanced services, although protections available under the
Communications Act require the municipality to take into account the cost of
meeting such requirements. The Communications Act also contains renewal
procedures and criteria designed to protect incumbent franchisees against
arbitrary denials of renewal.

     A number of states subject cable systems to the jurisdiction of centralized
state governmental agencies, some of which impose regulation of a character
similar to that of a public utility. Attempts in other states to regulate cable
systems are continuing and can be expected to increase. To date, other than
Delaware, no state in which we operate has enacted such state-level regulation.
State and local franchising jurisdiction is not unlimited; however, it must be
exercised consistently with federal law. The Communications Act immunizes
franchising authorities from monetary damage awards arising from regulation of
cable systems or decisions made on franchise grants, renewals, transfers and
amendments.

Other Regulation

     Existing federal, state and local laws and regulations and state and local
franchise requirements are currently the subject of judicial proceedings,
legislative hearings and administrative proposals which could change, in varying
degrees, the manner in which cable systems operate. Neither the outcome of these
proceedings nor their impact upon the cable industry or our business or
operations can be predicted at this time.

                                       27

<PAGE>

ITEM 2. PROPERTIES

     Our principal physical assets consist of cable television operating plant
and equipment, including signal receiving, encoding and decoding devices,
headend facilities and distribution systems and equipment at or near customers'
homes for each of the systems. The signal receiving apparatus typically includes
a tower, antenna, ancillary electronic equipment and earth stations for
reception of satellite signals. Headend facilities are located near the
receiving devices. Our distribution system consists primarily of coaxial and
fiber optic cables and related electronic equipment. Customer premise equipment
consists of decoding converters and cable modems.

     Our cable television plant and related equipment generally are attached to
utility poles under pole rental agreements with local public utilities, although
in some areas the distribution cable is buried in underground ducts or trenches.
The physical components of the cable systems require maintenance and periodic
upgrading to improve system performance and capacity.

     We own and lease the real property housing our regional call centers,
business offices and warehouses throughout our operating regions. Our headend
facilities, signal reception sites and microwave facilities are located on owned
and leased parcels of land, and we generally own the towers on which certain of
our equipment is located. We own most of our service vehicles. We believe that
our properties, both owned and leased, are in good condition and are suitable
and adequate for our operations.

ITEM 3. LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which we are a party or
to which any of our properties are subject.

                                       28

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2001.

ITEM 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name                          Age    Position
----                          ---    --------
Rocco B. Commisso.........     52    Chairman and Chief Executive Officer
Mark E. Stephan...........     45    Senior Vice President, Chief Financial
                                     Officer, Treasurer and Director
James M. Carey............     50    Senior Vice President, Operations
John G. Pascarelli........     40    Senior Vice President, Marketing and
                                     Consumer Services
Joseph Van Loan...........     60    Senior Vice President, Technology
Italia Commisso Weinand...     48    Senior Vice President, Programming and
                                     Human Resources and Secretary
Charles J. Bartolotta.....     47    Senior Vice President, Customer Operations
Calvin G. Craib...........     47    Senior Vice President, Business Development
William I. Lees, Jr.......     43    Senior Vice President, Corporate Controller
Joseph E. Young...........     53    Senior Vice President, General Counsel
Craig S. Mitchell.........     43    Director
William S. Morris III.....     67    Director
Thomas V. Reifenheiser....     66    Director
Natale S. Ricciardi.......     53    Director
Robert L. Winikoff........     55    Director

     Rocco B. Commisso has 24 years of experience with the cable television
industry and has served as our Chairman and Chief Executive Officer since
founding our predecessor company in July 1995. From 1986 to 1995, he served as
Executive Vice President, Chief Financial Officer and a director of Cablevision
Industries Corporation. Prior to that time, Mr. Commisso served as Senior Vice
President of Royal Bank of Canada's affiliate in the United States from 1981,
where he founded and directed a specialized lending group to media and
communications companies. Mr. Commisso began his association with the cable
industry in 1978 at The Chase Manhattan Bank, where he managed the bank's
lending activities to communications firms including the cable industry. He
serves on the board of directors of the National Cable Television Association,
Cable Television Laboratories, Inc and C-SPAN. Mr. Commisso holds a Bachelor of
Science in Industrial Engineering and a Master of Business Administration from
Columbia University.

     Mark E. Stephan has 15 years of experience with the cable television
industry and has served as our Senior Vice President, Chief Financial Officer
and Treasurer since the commencement of our operations in March 1996. Before
joining us, Mr. Stephan served as Vice President, Finance for Cablevision
Industries from July 1993. Prior to that time, Mr. Stephan served as Manager of
the telecommunications and media lending group of Royal Bank of Canada.

     James M. Carey has 20 years of experience in the cable television industry.
Before joining us in September 1997, Mr. Carey was founder and President of
Infinet Results, a telecommunications consulting firm, from December 1996. Mr.
Carey served as Executive Vice President, Operations at MediaOne Group from
August 1995 to November 1996, where he was responsible for MediaOne's Atlanta
cable operations. Prior to that time, he served as Regional Vice President of
Cablevision Industries' Southern region. Mr. Carey is a member of the board of
directors of the American Cable Association.

                                       29

<PAGE>

     John G. Pascarelli has 21 years of experience in the cable television
industry. Before joining us in March 1998, Mr. Pascarelli served as Vice
President, Marketing for Helicon Communications Corporation from January 1996 to
February 1998 and as Corporate Director of Marketing for Cablevision Industries
from 1988 to 1995. Prior to that time, Mr. Pascarelli served in various
marketing and system management capacities for Continental Cablevision, Inc.,
Cablevision Systems and Storer Communications. Mr. Pascarelli is a member of the
board of directors of the Cable Television Administration and Marketing
Association.

     Joseph Van Loan has 29 years of experience in the cable television
industry. Before joining us in November 1996, Mr. Van Loan served as Senior Vice
President, Engineering for Cablevision Industries from 1990. Prior to that time,
he managed a private telecommunications consulting practice specializing in
domestic and international cable television and broadcasting and served as Vice
President, Engineering for Viacom Cable. Mr. Van Loan received the 1986 Vanguard
Award for Science and Technology from the National Cable Television Association.

     Italia Commisso Weinand has 25 years of experience in the cable television
industry. Before joining us in April 1996, Ms. Weinand served as Regional
Manager for Comcast Corporation from July 1985. Prior to that time, Ms. Weinand
held various management positions with Tele-Communications, Times Mirror Cable
and Time Warner. She serves on the board of directors of the National Cable
Television Cooperative, Inc., a programming cooperative consisting of small to
medium-sized multiple system operators. Ms. Weinand is the sister of Mr.
Commisso.

     Charles J. Bartolotta has 19 years of experience in the cable television
industry. Before joining us in October 2000, Mr. Bartolotta served as Division
President for AT&T Broadband, LLC from July 1998, where he was responsible for
managing an operating division serving nearly three million customers. Prior to
that time, he served as Regional Vice President of Telecommunications, Inc. from
January 1997 and as Vice President and General Manager for TKR Cable Company
from 1989. Prior to that time, Mr. Bartolotta held various management positions
with Cablevision Systems Corporation.

     Calvin G. Craib has 20 years of experience in the cable television
industry. Before joining us in April 1999 as Vice President, Business
Development, Mr. Craib served as Vice President, Finance and Administration for
Interactive Marketing Group from June 1997 to December 1998 and as Senior Vice
President, Operations, and Chief Financial Officer for Douglas Communications
from January 1990 to May 1997. Prior to that time, Mr. Craib served in various
financial management capacities at Warner Amex Cable and Tribune Cable.

     William I. Lees, Jr. joined us in October 2001 as Senior Vice President,
Corporate Controller. Previously, Mr. Lees served as Executive Vice President
and Chief Financial Officer for Regus Business Centre Corp., a multinational
real estate services company, from July 1999 to September 2001. Prior to that
time, he served as Corporate Controller and Director for Formica Corporation
from September 1998 to July 1999, and as Chief Financial Officer for Imperial
Schrade Corporation from September 1993 to September 1998. He was previously
employed for 13 years by Ernst & Young.

     Joseph E. Young has 17 years of experience with the cable television
industry. Before joining us in November 2001 as Senior Vice President, General
Counsel, Mr. Young served as Executive Vice President, Legal and Business
Affairs, for LinkShare Corporation, an Internet-based provider of marketing
services, from September 1999 to October 2001. Prior to that time, he practiced
corporate law with Baker & Botts, LLP from January 1995 to September 1999.
Previously, Mr. Young was a partner with the Law Offices of Jerome H. Kern and a
partner with Shea & Gould.

     Craig S. Mitchell has held various management positions with Morris
Communications Corporation for more than the past five years. He currently
serves as its Vice President of Finance and Treasurer and is also a member of
its board of directors.

     William S. Morris III has served as the Chairman and Chief Executive
Officer of Morris Communications for more than the past five years. He was the
Chairman of the board of directors of the Newspapers Association of America for
1999-2000.

                                       30

<PAGE>

     Thomas V. Reifenheiser served for more than five years as a Managing
Director and Group Executive of the Global Media and Telecom Group of Chase
Securities Inc. until his retirement in September 2000. He joined Chase in 1963
and had been the Global Media and Telecom Group Executive since 1977. He also
had been a director of the Management Committee of The Chase Manhattan Bank. Mr.
Reifenheiser is a member of the board of directors of Lamar Advertising Company,
a leading owner and operator of outdoor advertising and logo sign displays.

     Natale S. Ricciardi has held various management positions with Pfizer Inc.
for more than the past five years. Mr. Ricciardi joined Pfizer in 1972 and
currently serves as its Vice President, U.S. Manufacturing, with responsibility
for all of Pfizer's U.S. manufacturing facilities.

     Robert L. Winikoff has been a partner of the law firm of Sonnenschein Nath
& Rosenthal since August 2000. Prior thereto, he was a partner of the law firm
of Cooperman Levitt Winikoff Lester & Newman, P.C. for more than five years.
Sonnenschein Nath & Rosenthal currently serves as our outside general counsel
and prior to such representation Cooperman Levitt Winikoff Lester & Newman, P.C.
served as our outside general counsel since 1995.

                                       31

<PAGE>

                                     PART II
                                     -------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our Class A common stock has been traded on the Nasdaq National Market
under the symbol "MCCC" since February 4, 2000, the date of our initial public
offering. Prior to that time, there was no public market for our common stock.
The following table sets forth, for the periods indicated, the high and low
closing sales prices for our Class A common stock as reported by the Nasdaq
National Market:

                         2001              2000
                   ---------------    ---------------
                    High     Low       High      Low
                   ------   ------    ------   ------
First Quarter      $22.06   $16.56    $19.75   $13.81
Second Quarter     $21.99   $15.22    $15.38   $ 7.38
Third Quarter      $18.96   $12.91    $17.75   $12.13
Fourth Quarter     $18.26   $12.14    $18.00   $12.25

     As of March 19, 2002, there were approximately 89 holders of record of our
Class A common stock (representing an aggregate of approximately 19,500
beneficial holders) and 12 holders of record of our Class B common stock.

     We have never declared or paid any dividends on our common stock. We
currently anticipate that we will retain all of our future earnings for use in
the expansion and operation of our business. Thus, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Our future
dividend policy will be determined by our board of directors and will depend on
various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.

     During the year ended December 31, 2001, we granted stock options to
certain of our employees to purchase an aggregate of 778,120 shares of Class A
common stock at an exercise price ranging from $12.92 to $20.11 per share.

     The grant of stock options to the employees and non-employee directors of
MCC was not registered under the Securities Act of 1933 because the stock
options either did not involve an offer or sale for purposes of Section 2(a)(3)
of the Securities Act of 1933, in reliance on the fact that the stock options
were granted for no consideration, or were offered and sold in transactions not
involving a public offering, exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2).

                                       32

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     In the table below, we provide you with selected historical consolidated
financial and operating data for the years ended December 31, 1997, 1998, 1999,
2000 and 2001 and balance sheet data as of December 31, 1997, 1998, 1999, 2000
and 2001, which are derived from our audited consolidated financial statements.

     Mediacom Communications Corporation was organized as a Delaware corporation
in November 1999 and completed an initial public offering in February 2000.
Mediacom LLC was formed as a New York limited liability company in July 1995 and
since that time its taxable income or loss has been included in the federal and
certain state income tax returns of its members. Upon completion of our initial
public offering, we became subject to the provisions of Subchapter C of the
Internal Revenue Code. As a C corporation, we are subject to federal, state and
local income taxes.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                               ----------------------------------------------------------------------
                                                  1997          1998           1999           2000           2001
                                               ----------    ----------    -----------    -----------    ------------
                                                          (dollars in thousands, except per share amounts)
<S>                                            <C>           <C>           <C>            <C>            <C>
Statement of Operations Data:
  Revenues                                     $   17,634    $  129,297    $   176,052    $   332,050    $    589,987
  Costs and expenses:
   Service costs(1)                                 5,547        43,849         58,058        114,234         224,291
   Selling, general and administrative
     expenses                                       2,696        25,596         32,949         55,820         105,794
   Corporate expenses(2)                              882         5,797          6,951          6,029           8,705
   Depreciation and amortization                    7,636        65,793        101,065        178,331         310,785
   Non-cash stock charges relating to
     corporate expenses(3)                             --            --         15,445         28,254           2,904
                                               ----------    ----------    -----------    -----------    ------------
  Operating income (loss)                             873       (11,738)       (38,416)       (50,618)        (62,492)
  Interest expense, net(4)                          4,829        23,994         37,817         68,955         139,867
  Loss on derivative instruments, net(5)               --            --             --             --           8,441
  Other expense (income)(6)                           640         4,058          5,087         30,024         (21,653)
                                               ----------    ----------    -----------    -----------    ------------
  Net loss before income taxes                     (4,596)      (39,790)       (81,320)      (149,597)       (189,147)
  Provision for income taxes                           --            --             --            250              87
                                               ----------    ----------    -----------    -----------    ------------
  Net loss before cumulative effect of
    accounting change                              (4,596)      (39,790)       (81,320)      (149,847)       (189,234)
  Cumulative effect of accounting change(7)            --            --             --             --          (1,642)
                                               ----------    ----------    -----------    -----------    ------------
  Net loss                                     $   (4,596)   $  (39,790)   $   (81,320)   $  (149,847)   $   (190,876)
                                               ==========    ==========    ===========    ===========    ============
  Basic and diluted loss per share:(8)
   Before cumulative effect of
     accounting change                         $    (3.66)   $    (5.28)   $     (7.82)   $     (1.79)   $      (1.78)
   Cumulative effect of accounting change              --            --             --             --           (0.02)
                                               ----------    ----------    -----------    -----------    ------------
  Loss per share                               $    (3.66)   $    (5.28)   $     (7.82)   $     (1.79)   $      (1.80)
                                               ==========    ==========    ===========    ===========    ============
  Weighted average common shares
    outstanding(8)                              1,255,501     7,537,912     10,403,749     83,803,032     105,779,737

Balance Sheet Data (end of period):
  Total assets                                 $  102,791    $  451,152    $ 1,272,881    $ 1,379,972    $  3,649,047
  Total debt                                       72,768       337,905      1,139,000        987,000       2,798,000
  Total stockholders' equity                       24,441        78,651         54,615        261,621         507,576
</TABLE>

                                                        (continued on next page)

                                       33

<PAGE>

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                            ------------------------------------------------------------
                                              1997        1998        1999         2000          2001
                                            --------   ---------   ----------   ----------   -----------
                                               (dollars in thousands, except per subscriber amounts)
<S>                                         <C>        <C>         <C>          <C>          <C>
Other Data:
   System cash flow(9)                      $  9,391   $  59,852   $   85,045   $  161,996   $   259,902
   System cash flow margin(10)                  53.3%       46.3%        48.3%        48.8%         44.1%
   Operating cash flow(11)                  $  8,509   $  54,055   $   78,094   $  155,967   $   251,197
   Operating cash flow margin(12)               48.3%       41.8%        44.4%        47.0%         42.6%
   Net cash flows provided by (used in):
       Operating activities                 $  7,007   $  53,556   $   54,216   $   95,527   $   258,625
       Investing activities                  (60,008)   (397,085)    (851,548)    (297,110)   (2,450,947)
       Financing activities                   53,632     344,714      799,593      201,262     2,203,477

Operating Data
(end of period, except average):
   Homes passed(13)                           87,750     520,000    1,071,500    1,173,000     2,630,000
   Basic subscribers(14)                      64,350     354,000      719,000      779,000     1,595,000
   Basic penetration(15)                        73.3%       68.1%        67.1%        66.4%         60.6%
   Digital customers(16)                          --          --        5,300       40,000       321,000
   Data customers(17)                          2,518       4,729        5,100       15,600       115,000
   Average monthly revenues per basic
   subscriber(18)                           $  32.11   $   32.88   $    35.52   $    38.45   $     44.79
</TABLE>

----------
(1)  Service costs for the year ended December 31, 2001 include $5.8 million of
     incremental expenses incurred during the fourth quarter related to the
     transition from Excite@Home to Mediacom Online(SM).

(2)  Represents actual corporate expenses subsequent to our initial public
     offering in February 2000 and fees paid to Mediacom Management Corporation,
     a Delaware corporation, for management services rendered to our operating
     subsidiaries under management agreements prior to our initial public
     offering. Such management agreements were terminated upon the completion of
     our initial public offering. At that time, Mediacom Management's employees
     became our employees and its corporate overhead became our corporate
     overhead. See Notes 10 and 15 of our consolidated financial statements.

(3)  Non-cash stock charges relating to corporate expenses:

     .    for the year ended December 31, 2001 resulted from the vesting of
          equity grants made during 1999 to certain members of our management
          team.

     .    for the year ended December 31, 2000 consist of a one-time $24.5
          million charge resulting from the termination of the management
          agreements with Mediacom Management upon completion of our initial
          public offering in February 2000 and a $3.8 million charge relating to
          the vesting of equity grants made during 1999 to certain members of
          our management team.

     .    for the year ended December 31, 1999 consist of a $0.6 million charge
          resulting from amendments to our management agreements with Mediacom
          Management and a $14.8 million charge relating to the vesting of
          equity grants to certain members of our management team.

     See Notes 10 and 14 of our consolidated financial statements.

(4)  Net of interest income. Interest income for the periods presented was not
     material.

(5)  Loss on derivatives, net, represents the change in the fair value of our
     interest rate derivatives as a result of the decrease in market interest
     rates. See Note 7 of our consolidated financial statements.

(6)  Includes $30.0 million of deferred revenue recognized during the year ended
     December 31, 2001 resulting from the termination of our relationship with
     SoftNet Systems, Inc. During the year ended December 31, 2000, a $28.5
     million non-cash charge was recorded relating to the decline in value of
     our investment in shares of SoftNet Systems common stock that was deemed
     other than temporary. See Note 13 of our consolidated financial statements.

                                       34

<PAGE>

(7)  Relates to our adoption of Statements of Financial Accounting Standards No.
     133, "Accounting for Derivative Instruments and Hedging Activities."

(8)  Basic and diluted loss per share is calculated based on the weighted
     average shares outstanding. Since our initial public offering in February
     2000, the weighted average shares outstanding was based on the actual
     number of shares outstanding. Prior to our initial public offering, the
     weighted average shares outstanding was computed based on the conversion
     ratio used to exchange the Mediacom LLC's membership units for shares of
     Mediacom Communications Corporation Class A and Class B common stock
     immediately prior to our initial public offering. See Note 3 of our
     consolidated financial statements.

(9)  Represents operating cash flow, as defined in note 10 below, before
     corporate expenses. System cash flow:

     .    is not intended to be a performance measure that should be regarded as
          an alternative either to operating income (loss) or net income (loss)
          as an indicator of operating performance or to the statement of cash
          flows as a measure of liquidity;

     .    is not intended to represent funds available for debt service,
          dividends, reinvestment or other discretionary uses; and

     .    should not be considered in isolation or as a substitute for measures
          of performance prepared in accordance with generally accepted
          accounting principles.

     System cash flow is included in this report because our management believes
     that system cash flow is a meaningful measure of performance commonly used
     in the cable television industry and by the investment community to analyze
     and compare cable television companies. Our definition of system cash flow
     may not be identical to similarly titled measures reported by other
     companies.

(10) Represents system cash flow as a percentage of revenues. This measurement
     is used by us, and is commonly used in the cable television industry, to
     analyze and compare cable television companies on the basis of operating
     performance, for the reasons discussed in note 8 above.

(11) Represents operating income (loss) before depreciation and amortization and
     non-cash stock charges relating to corporate expenses. Operating cash flow:

     .    is not intended to be a performance measure that should be regarded as
          an alternative either to operating income (loss) or net income (loss)
          as an indicator of operating performance or to the statement of cash
          flows as a measure of liquidity;

     .    is not intended to represent funds available for debt service,
          dividends, reinvestment or other discretionary uses; and

     .    should not be considered in isolation or as a substitute for measures
          of performance prepared in accordance with generally accepted
          accounting principles.

     Operating cash flow is included in this report because our management
     believes that operating cash flow is a meaningful measure of performance
     commonly used in the cable television industry and by the investment
     community to analyze and compare cable television companies. Our definition
     of operating cash flow may not be identical to similarly titled measures
     reported by other companies.

(12) Represents operating cash flow as a percentage of revenues. This
     measurement is used by us, and is commonly used in the cable television
     industry, to analyze and compare cable television companies on the basis of
     operating performance, for the reasons discussed in note 10 above.

(13) Represents the number of single residence homes, apartments and condominium
     units passed by the cable distribution network in a cable system's service
     area.

                                       35

<PAGE>

(14) Represents subscribers of a cable television system who receive a package
     of over-the-air broadcast stations, local access channels or certain
     satellite-delivered cable television services.

(15) Represents basic subscribers as a percentage of homes passed.

(16) Represents customers that receive digital cable services.

(17) Represents customers that access the Internet through cable modem service
     or a conventional modem and telephone line connection.

(18) Represents average monthly revenues for the last three months of the period
     divided by average basic subscribers for such period. Average monthly
     revenues per basic subscriber includes the revenues of acquisitions of
     cable systems made during the last three months of the period as if such
     acquisitions were completed at the beginning of the three month period.
     This measurement is commonly used in the cable television industry to
     analyze and compare cable television companies on the basis of operating
     performance.

                                       36

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     Reference is made to the "Risk Factors" below for a discussion of important
factors that could cause actual results to differ from expectations and any of
our forward-looking statements contained herein. The following discussion should
be read in conjunction with our audited consolidated financial statements as of
and for the years ended December 31, 2001, 2000 and 1999.

Organization

     Mediacom Communications Corporation was organized as a Delaware corporation
in November 1999 and completed an initial public offering in February 2000.
Immediately prior to the completion of our initial public offering, we issued
shares of common stock in exchange for all of the outstanding membership
interests in Mediacom LLC, a New York limited liability company, upon which
Mediacom LLC became our wholly-owned subsidiary. Mediacom LLC commenced
operations in March 1996 and until June 2001 served as the holding company for
all of our operating subsidiaries.

     Mediacom Broadband LLC, our wholly-owned subsidiary, was organized as a
Delaware limited company in April 2001 for the purpose of acquiring cable
systems from AT&T Broadband, LLC. Mediacom Broadband LLC's operating
subsidiaries completed the acquisitions of the AT&T cable systems in June and
July 2001.

     Until our initial public offering in February 2000, Mediacom Management
Corporation, a Delaware corporation, provided management services to the
operating subsidiaries of Mediacom LLC under management agreements and received
annual management fees. Such management agreements were terminated upon the date
of our initial public offering. At that time, Mediacom Management's employees
became our employees and its corporate overhead became our corporate overhead.
These employee expenses and corporate overhead are reflected as our corporate
expenses. See Notes 10 and 15 of our consolidated financial statements.

Acquisitions

     We significantly expanded our business in the last three years through
acquisitions. All acquisitions have been accounted for under the purchase method
of accounting and, therefore, our historical results of operations include the
results of operations for each acquired system subsequent to its respective
acquisition date. On June 29, 2001, we acquired from AT&T Broadband, LLC cable
systems in the state of Missouri serving approximately 94,000 basic subscribers
for a purchase price of approximately $300.0 million. On July 18, 2001, we
acquired from AT&T Broadband cable systems in the states of Georgia, Illinois
and Iowa serving approximately 706,000 basic subscribers for an aggregate
purchase price of approximately $1.77 billion. As of December 31, 2001, these
cable systems served an aggregate of 824,000 basic subscribers in Georgia,
Illinois, Iowa and Missouri, or about 52% of our total subscriber base. In 2000,
we acquired cable systems serving a total of 53,000 basic subscribers as of
their respective dates of acquisition for an aggregate purchase price of $109.2
million (the "2000 Acquisitions"). In 1999, we acquired cable systems serving a
total of 358,000 basic subscribers as of their respective dates of acquisition
for an aggregate purchase price of $759.6 million (the "1999 Acquisitions").
These acquisitions affect the comparability of our historical results of
operations.

General

     For the past three years, we have generated significant increases in
revenues principally as a result of our acquisition activities and increases in
monthly revenues per basic subscriber. Approximately 91.7% of our revenues for
the year ended December 31, 2001 are attributable to monthly subscription fees
charged to customers for our core cable television services, including basic,
expanded basic and premium programming, digital cable television programming
services, cable modem service, wire maintenance, equipment rental and services
to commercial establishments provided by our cable systems. The remaining 8.3%
of revenue represents pay-per-view charges, installation and reconnection fees,
late payment fees, advertising revenues and other ancillary revenues. Franchise
fees charged to customers are included in their corresponding revenue category.

                                       37

<PAGE>

     Our operating expenses consist of service costs and selling, general and
administrative expenses directly attributable to our cable systems. Service
costs include fees paid to programming suppliers, expenses related to copyright
fees, wages and salaries of technical personnel and plant operating costs.
Programming costs have historically increased at rates in excess of inflation
due to increases in the number of programming services we have offered and
significant increases in the rates charged for the programming services already
carried on our cable systems. Under the Federal Communication Commission's
existing cable rate regulations, we are allowed to increase our rates for cable
television services to more than cover any increases in the programming costs.
However, competitive conditions or other factors in the marketplace may limit
our ability to increase our rates. We benefit from our membership in a
cooperative of cable television companies which serves over 12 million basic
subscribers and which provides its members with volume discounts from
programming suppliers and cable equipment vendors. Selling, general and
administrative expenses directly attributable to our cable systems include wages
and salaries for customer service and administrative personnel, franchise fees
and expenses related to billing, marketing, bad debt, advertising and office
administration. Corporate expenses reflect compensation of corporate employees
and other corporate overhead.

     The high level of depreciation and amortization associated with our
acquisition activities and capital investment program, as well as the interest
expense related to our financing activities, have caused us to report net losses
in our limited operating history. We believe that such net losses are common for
cable television companies and anticipate that we will continue to incur net
losses for the foreseeable future.

     Operating cash flow represents operating loss before depreciation and
amortization and non-cash stock charges relating to corporate expenses.
Operating cash flow:

     .    is not intended to be a performance measure that should be regarded as
          an alternative either to operating income (loss) or net income (loss)
          as an indicator of operating performance, or to the statement of cash
          flows as a measure of liquidity;

     .    is not intended to represent funds available for debt service,
          dividends, reinvestment or other discretionary uses; and

     .    should not be considered in isolation or as a substitute for measures
          of performance prepared in accordance with generally accepted
          accounting principles.

     Operating cash flow is included herein because our management believes that
operating cash flow is a meaningful measure of performance as it is commonly
used by the cable television industry and by the investment community to analyze
and compare cable television companies. Our definition of operating cash flow
may not be identical to similarly titled measures reported by other companies.

Critical Accounting Policies

     The following represents our critical accounting policies which reflect
significant judgments and uncertainties and could possibly result in materially
different results under different conditions or assumptions. For a detailed
description of our significant accounting policies, please see Note 2 to our
consolidated financial statements.

   Impairment of Long-Lived Assets

     We follow the provisions of Statement of Financial Accounting Standards No.
121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of." SFAS 121 requires that long-lived assets
and certain identifiable intangibles to be held and used by any entity be
reviewed for impairment at each year end and whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Based on our review there has been no impairment of long-lived assets under SFAS
121.

                                       38

<PAGE>

   Property, Plant and Equipment

     We capitalize a portion of direct and indirect costs related to the
construction, replacement and installation of property, plant and equipment.
Capitalized costs are charged to property, plant and equipment and depreciated
over the life of the related assets. We perform periodic evaluations of the
estimates used to determine the amount of costs that are capitalized.

Actual Results of Operations

   Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     The following historical information includes the results of operations of
the 2000 Acquisitions and the acquisitions of the AT&T cable systems (together,
the "2000-2001 Acquisitions"), only for that portion of the respective period
that such cable systems were owned by us.

     Revenues. Revenues increased 77.7% to $590.0 million for the year ended
December 31, 2001 as compared to $332.1 million for the year ended December 31,
2000. Of the revenue increase of $257.9 million, approximately $234.3 was
attributable to the 2000-2001 Acquisitions. Excluding the 2000-2001
Acquisitions, revenues increased primarily due to basic rate increases
associated with new programming introductions in our core cable television
services and to customer growth in our digital cable and high-speed Internet
access services, partially offset by a slight decline in basic subscribers.

     Service costs. Service costs increased 96.3% to $224.3 million for the year
ended December 31, 2001 as compared to $114.2 million for the year ended
December 31, 2000. Service costs for the year ended December 31, 2001 include
$5.8 million of incremental expenses related to the transition from Excite@Home
to our Mediacom Online(SM) high-speed Internet access service. Of the increase
in service costs of $110.1 million, approximately $96.6 million was attributable
to the 2000-2001 Acquisitions. Excluding the 2000-2001 Acquisitions, these costs
increased primarily as a result of higher programming expenses, including rate
increases by programming suppliers and the costs of new channel additions. As a
percentage of revenues, service costs were 38.0% for the year ended December 31,
2001, as compared with 34.4% for the year ended December 31, 2000.

     Selling, general and administrative expenses. Selling, general and
administrative expenses increased 89.5% to $105.8 million for the year ended
December 31, 2001 as compared to $55.8 million for the year ended December 31,
2000. Of the increase in selling, general and administrative expenses of $50.0
million, approximately $45.5 million was attributable to the 2000-2001
Acquisitions. Excluding the 2000-2001 Acquisitions, these costs increased
primarily as a result of higher bad debt and customer service employee expenses,
and increased marketing costs associated with the promotion of our digital cable
and high-speed Internet access services. As a percentage of revenues, selling,
general and administrative expenses were 17.9% for the year ended December 31,
2001, as compared with 16.8% for the year ended December 31, 2000.

     Corporate expenses. Corporate expenses increased 44.4% to $8.7 million for
the year ended December 31, 2001 as compared to $6.0 million for the year ended
December 31, 2000. The increase is primarily due to the increased number of
corporate employees as a result of the acquisition of the AT&T cable systems. As
a percentage of revenues, corporate expenses were 1.5% for the year ended
December 31, 2001 as compared with 1.8% for the year ended December 31, 2000.

     Depreciation and amortization. Depreciation and amortization increased
74.3% to $310.8 million for the year ended December 31, 2001 as compared to
$178.3 million in the year ended December 31, 2000. This increase was due to our
purchase of the 2000-2001 Acquisitions and capital expenditures associated with
the upgrade of our cable systems.

     Non-cash stock charges relating to corporate expenses. Non-cash stock
charges relating to corporate expenses decreased 89.7% to $2.9 million for the
year ended December 31, 2001 as compared to $28.3 million in the year ended
December 31, 2000. This decrease is primarily due to a one-time $24.5 million
charge which occurred in February 2000, resulting from the termination of the
management agreements with Mediacom Management on the date of our initial public
offering. See Notes 10 and 14 of our consolidated financial statements.

                                       39

<PAGE>

     Loss on derivative instruments, net. Loss on derivative instruments, net,
was $8.4 million for the year ended December 31, 2001, due to the change in the
fair value of our interest rate derivatives as a result of the decrease in
market interest rates.

     Interest expense, net. Interest expense, net, increased 102.8% to $139.9
million for the year ended December 31, 2001 as compared to $69.0 million for
the year ended December 31, 2000. This increase was due primarily to additional
indebtedness resulting from the acquisition of the AT&T cable systems, partially
offset by declining interest rates on our variable rate debt.

     Other (income) expenses. Other income of $21.7 million for the year ended
December 31, 2001 was principally due to the recognition of the remaining $30.0
million of deferred revenue resulting from the termination of our contract with
SoftNet Systems, offset in part by other expenses. Other expenses of $30.0
million for the year ended December 31, 2000 was principally due to a non-cash
loss of $28.5 million resulting from the decline in the value of our investment
in shares of SoftNet Systems common stock that was deemed other than temporary.
See Note 13 of our consolidated financial statements.

     Provision for income taxes. Provision for income taxes was $0.1 million for
the year ended December 31, 2001 as compared to $0.3 million for the year ended
December 31, 2000. This provision primarily relates to minimum state and local
taxes and capital taxes.

     Net loss. Principally due to the increases in depreciation and amortization
expense and interest expense, net, in part offset by other income, net loss was
$190.9 million for the year ended December 31, 2001 as compared to a net loss of
$149.8 million for the year ended December 31, 2000.

     Operating cash flow. Operating cash flow increased 61.1% to $251.2 million
for the year ended December 31, 2001 as compared to $156.0 million for the year
ended December 31, 2000. Of the operating cash flow increase of $95.2 million,
approximately $89.0 million was attributable to the 2000-2001 Acquisitions.
Excluding the 2000-2001 Acquisitions, operating cash flow increased primarily
due to the increase in revenues resulting from basic rate increases for our core
cable television services and customer growth in our digital cable and
high-speed Internet access services, offset primarily by increases in
programming, bad debt and employee expenses. As a percentage of revenues,
operating cash flow was 42.6% for the year ended December 31, 2001, as compared
to 47.0% for the year ended December 31, 2000. The decrease was primarily due to
the acquisitions of the AT&T cable systems, which had lower operating cash flow
margins than our other cable systems. The lower operating cash flow margins for
the AT&T cable systems were primarily due to their higher programming costs as a
percentage of revenue.

   Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     The following historical information includes the results of operations of
the 1999 Acquisitions and the 2000 Acquisitions (together, the "1999-2000
Acquisitions"), only for that portion of the respective period that such cable
systems were owned by us.

     Revenues. Revenues increased 88.6% to $332.1 million for the year ended
December 31, 2000 as compared to $176.1 million for the year ended December 31,
1999. Of the revenue increase of $156.0 million, approximately $137.8 was
attributable to the 1999-2000 Acquisitions. Excluding the 1999-2000
Acquisitions, revenues increased primarily due to basic rate increases
associated with new programming introductions in our core cable television
services and to customer growth in our digital cable and high-speed Internet
access services.

     Service costs. Service costs increased 96.8% to $114.2 million for the year
ended December 31, 2000 as compared to $58.1 million for the year ended December
31, 1999. Of the increase in service costs of $56.1 million, approximately $48.2
million was attributable to the 1999-2000 Acquisitions. Excluding the 1999-2000
Acquisitions, these costs increased primarily as a result of higher programming
expenses, including rate increases by programming suppliers and the costs of new
channel additions. As a percentage of revenues, service costs were 34.4% for the
year ended December 31, 2000, as compared with 33.0% for the year ended December
31, 1999.

     Selling, general and administrative expenses. Selling, general and
administrative expenses increased 69.4% to $55.8 million for the year ended
December 31, 2000 as compared to $32.9 million for the year ended December 31,
1999. Of the increase in selling, general and administrative expenses of $22.9
million, approximately $21.5 million was attributable to the 1999-2000
Acquisitions. Excluding the 1999-2000 Acquisitions, these costs increased
primarily as a result of higher marketing costs associated with the promotion of
our digital cable and high-speed

                                       40

<PAGE>

Internet access services. As a percentage of revenues, selling, general and
administrative expenses were 16.8% for the year ended December 31, 2000, as
compared with 18.7% for the year ended December 31, 1999.

     Corporate expenses. Corporate expenses decreased 13.3% to $6.0 million for
the year ended December 31, 2000 as compared to $7.0 million for the year ended
December 31, 1999. The decrease in corporate expenses was primarily due to
higher amounts charged by Mediacom Management during the year ended December 31,
1999 under management agreements between Mediacom Management and our operating
subsidiaries. Such management agreements were terminated on the date of our
initial public offering in February 2000. At that time, Mediacom Management's
employees became our employees and its corporate overhead became our corporate
expenses. We reported corporate expenses as management fees incurred before our
initial public offering and as actual amounts incurred from the date of our
initial public offering. As a percentage of revenues, corporate expenses were
1.8% for the year ended December 31, 2000 as compared with 3.9% for the year
ended December 31, 1999. See Note 10 of our consolidated financial statements.

     Depreciation and amortization. Depreciation and amortization increased
76.5% to $178.3 million for the year ended December 31, 2000 as compared to
$101.1 million in the year ended December 31, 1999. This increase was due to our
purchase of the 1999-2000 Acquisitions and additional capital expenditures
associated with the upgrade of our cable systems.

     Non-cash stock charges relating to corporate expenses. Non-cash stock
charges relating to corporate expenses increased 82.9% to $28.3 million for the
year ended December 31, 2000 as compared to $15.4 million in the year ended
December 31, 1999. The increase in 2000 was the result of a one-time $24.5
million charge resulting from the termination of management agreements and a
$3.8 million charge related to the vesting of equity grants made to certain
members of our management team, as compared with, in 1999, a $0.6 million charge
resulting from amendments to the management agreements and a $14.8 million
charge related to the vesting of equity grants to certain members of our
management team. See Notes 10 and 14 of our consolidated financial statements.

     Interest expense, net. Interest expense, net, increased 82.3% to $69.0
million for the year ended December 31, 2000 as compared to $37.8 million for
the year ended December 31, 1999. This increase was substantially due to higher
average debt outstanding during the year ended December 31, 2000 as a result of
indebtedness incurred in connection with the purchase of the 1999-2000
Acquisitions and to fund capital expenditures.

     Other expenses. Other expenses increased to $30.0 million for the year
ended December 31, 2000 as compared to $5.1 million for the year ended December
31, 1999. This change was principally due to a non-cash loss of $28.5 million
resulting from the decline in value of our investment in shares of SoftNet
Systems common stock that was deemed other than temporary. See Note 13 of our
consolidated financial statements.

     Provision for income taxes. Provision for income taxes was $0.3 million for
the year ended December 31, 2000. This provision primarily relates to minimum
state and local taxes and capital taxes.

     Net loss. Due primarily to the increases in depreciation and amortization
expense, interest expense, net, and other expenses, the net loss was $149.8
million for the year ended December 31, 2000 as compared to a net loss of $81.3
million for the year ended December 31, 1999.

     Operating cash flow. Operating cash flow increased 99.7% to $156.0 million
for the year ended December 31, 2000 as compared to $78.1 million for the year
ended December 31, 1999. Of the operating cash flow increase of $77.9 million,
approximately $65.8 was attributable to the 1999-2000 Acquisitions. Excluding
the 1999-2000 Acquisitions, operating cash flow increased primarily due to the
increase in revenues resulting from basic rate increases associated in our core
cable television services and to customer growth in our digital cable and
high-speed Internet access services, offset primarily by increases in
programming expenses and marketing costs. As a percentage of revenues, operating
cash flow increased to 47.0% for the year ended December 31, 2000, compared to
44.4% for the year ended December 31, 1999.

                                       41

<PAGE>

Liquidity and Capital Resources

     Our business requires substantial capital for the upgrade, expansion and
maintenance of our cable network. In addition, we have pursued, and will
continue to pursue, a business strategy that includes selective acquisitions. We
have funded and will continue to fund our working capital requirements, capital
expenditures and acquisitions through a combination of internally generated
funds, long-term borrowings and equity financings.

   Investing Activities

     Our capital expenditures were $285.4 million, $183.5 million and $86.7
million for the years ended December 31, 2001, 2000 and 1999, respectively. The
higher capital expenditures in 2001 reflect the significant investments we are
making as a result of our accelerated network upgrade program and our
acquisitions of the AT&T cable systems. As of December 31, 2001, approximately
75% of our cable network was upgraded with 550MHz to 870MHz bandwidth capacity
and about 68% of our homes passed were activated with two-way communications
capability. At year end 2001, our digital cable service was available to
approximately 1.4 million basic subscribers, and our cable modem service was
marketed to about 1.4 million homes passed by our cable systems.

     We plan to continue our aggressive network upgrade program and expect that
approximately 94% of our cable network will be upgraded with 550MHz to 870MHz
bandwidth capacity and about 88% of our homes passed will have two-way
communications capability by year end 2002. To achieve these targets and to fund
other requirements, including the infrastructure for our high-speed Internet
service, cable modems, digital converters, new plant construction, headend
eliminations, regional fiber interconnections and network repair and
maintenance, we expect to invest between $410.0 million and $430.0 million in
capital expenditures in 2002.

     On June 29, 2001, we acquired from AT&T Broadband cable systems in the
state of Missouri serving approximately 94,000 basic subscribers. The purchase
price, after the final working capital adjustment, for these cable systems was
approximately $300.0 million. This transaction comprised cable systems serving
Columbia, Jefferson City and Springfield, Missouri.

     On July 18, 2001, we acquired from AT&T Broadband cable systems in the
states of Georgia, Illinois and Iowa serving approximately 706,000 basic
subscribers. The aggregate purchase price, after the final working capital
adjustment, for these cable systems was approximately $1.77 billion. These
transactions comprised cable systems serving the cities and surrounding
communities of Albany, Columbus, Tifton and Valdosta, Georgia; Carbondale,
Charleston, Effingham, Marion, Moline and Rock Island, Illinois; and Ames, Cedar
Rapids, Clinton, Davenport, Des Moines, Dubuque, Fort Dodge, Iowa City, Mason
City and Waterloo, Iowa.

     In 2000, we acquired cable systems that served approximately 53,000 basic
subscribers as of their respective dates of acquisition, for an aggregate
purchase price of $109.2 million. In 1999, we acquired cable systems that served
approximately 358,000 basic subscribers as of their respective dates of
acquisition for an aggregate purchase price of $759.6 million.

   Financing Activities

     To finance our prior acquisitions and our network upgrade program and to
provide liquidity for future capital needs, during the years ended December 31,
2000 and 2001 we completed the undernoted financing arrangements.

     On February 9, 2000, we completed an initial public offering of 20.0
million shares of Class A common stock at $19.00 per share for total net
proceeds of approximately $354.1 million.

     On January 24, 2001, our direct and indirect subsidiaries, Mediacom LLC and
Mediacom Capital Corporation, a New York corporation, completed an offering of
$500.0 million of 9 1/2% senior notes due January 2013. Approximately $467.5
million of the net proceeds were used to repay a substantial portion of the
indebtedness outstanding under our subsidiary credit facilities and related
accrued interest. The balance of the net proceeds was used for general corporate
purposes.

                                       42

<PAGE>

     On June 27, 2001, we completed a public offering of 29.9 million shares of
our Class A common stock at $15.22 per share for total net proceeds of
approximately $432.9 million. The net proceeds from this offering were used to
pay a portion of the purchase price for the acquisitions of AT&T cable systems.

     On June 27, 2001, we completed a public offering of $172.5 million of 5
1/4% convertible senior notes due July 2006. Interest on the 5 1/4% convertible
senior notes is payable semi-annually on January 1 and July 1 of each year,
which commenced on January 1, 2002. The convertible senior notes are convertible
at any time at the option of the holder into our Class A common stock at an
initial conversion rate of 53.4171 shares per $1,000 principal amount of notes,
which is equivalent to a price of $18.72 per share. The conversion rate is
subject to adjustment, as defined in the indenture to the convertible senior
notes. We may redeem the convertible senior notes at 101.313% of par value from
July 5, 2004 through June 30, 2005 and at par value thereafter. The net proceeds
from this offering were used to pay a portion of the purchase price for the
acquisitions of the AT&T cable systems.

     On June 29, 2001, our direct and indirect subsidiaries, Mediacom Broadband
LLC and Mediacom Broadband Corporation, a Delaware corporation, completed an
offering of $400.0 million of 11% senior notes due July 2013. Interest on the
11% senior notes is payable semi-annually on January 15 and July 15 of each
year, which commenced on January 15, 2002. The net proceeds from this offering
were used to pay a portion of the purchase price for the acquisitions of the
AT&T cable systems.

     On July 18, 2001, we entered into a $1.4 billion senior secured credit
facility for the operating subsidiaries of Mediacom Broadband LLC. The credit
facility consists of a $600.0 million revolving credit facility, a $300.0
million tranche A term loan and a $500.0 million tranche B term loan. The
revolving credit facility expires on March 31, 2010 and commitments under the
revolving credit facility will be reduced in quarterly installments beginning on
December 31, 2004. The tranche A term loan matures on March 31, 2010 and the
tranche B term loan matures on September 30, 2010. The term loans are payable in
quarterly installments beginning on September 30, 2004. Interest on outstanding
revolving loans and the tranche A term loan is payable at either the eurodollar
rate plus a floating percentage ranging from 1.00% to 2.50% or the base rate
plus a floating percentage ranging from 0.25% to 1.50%. Interest on tranche B
term loan is payable at either the eurodollar rate plus a floating percentage
ranging from 2.50% to 2.75% or the base rate plus a floating percentage ranging
from 1.50% to 1.75%. Borrowings under this facility, in the amount of $855.0
million, were used to pay a portion of the purchase price for the acquisitions
of the AT&T cable systems.

     The operating subsidiaries of Mediacom LLC have two subsidiary credit
facilities, each in the amount of $550.0 million. These credit facilities expire
in September 2008 and December 2008. The final maturities of these subsidiary
credit facilities are subject to earlier repayment on dates ranging from June
2007 to December 2007 if we do not refinance our $200.0 million 8 1/2% senior
notes due April 2008 prior to March 31, 2007. As of December 31, 2001, we
entered into interest rate swap agreements, which expire from 2002 through 2004,
to hedge $170.0 million of floating rate debt under these subsidiary credit
facilities.

     As of December 31, 2001, our total debt was approximately $2.8 billion and
we had unused credit commitments of about $1.1 billion under all of our
subsidiary credit facilities, of which over $800.0 million could be borrowed and
used for general corporate purposes under the most restrictive covenants in our
debt arrangements. On such date, about 56% of our outstanding indebtedness was
at fixed interest rates or subject to interest rate protection and our weighted
average cost of indebtedness, including our interest rate swap agreements, was
approximately 6.9%.

     As of December 31, 2001, we were in compliance with all covenants in our
subsidiary credit facilities and our public debt indentures.

     On January 24, 2002, we entered into interest rate swap agreements, which
expire in 2007, to hedge $50.0 million of floating rate debt under our Mediacom
Broadband LLC subsidiary credit facility. Under the terms of all of our interest
rate swap agreements, we are exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap agreements.
However, we do not anticipate nonperformance by the counterparties.

     On February 4, 2002, we filed a registration statement with the SEC under
which we may sell any combination of common and preferred stock, debt
securities, warrants and subscription rights, for a maximum aggregate amount of
$1.5 billion. The SEC declared this registration statement effective on February
13, 2002.

                                       43

<PAGE>

     Although we have not generated earnings sufficient to cover fixed charges,
we have generated cash and obtained financing sufficient to meet our debt
service, working capital, capital expenditure and acquisition requirements. We
expect that we will continue to be able to generate funds and obtain financing
sufficient to service our obligations and complete any future acquisitions.
There can be no assurance that we will be able to obtain sufficient financing,
or, if we were able to do so, that the terms would be favorable to us.

Contractual Obligations and Commercial Commitments

     The table below summarizes our contractual obligations and commercial
commitments for the five years subsequent to December 31, 2001 and thereafter.
The amounts represent the maximum future contractual obligations, some of which
may be settled by delivering equity securities.

<TABLE>
<CAPTION>
                                                          Payments Due by Period
                                                          ----------------------
                                                          (dollars in millions)
                                                                    2003     2005   After
      Contractual Obligations                  Total     2002     to 2004  to 2006  2006
------------------------------------          ------   ---------  -------  ------- ------
<S>                                           <C>         <C>       <C>    <C>     <C>
Long-term debt/(a)/                           $2,798      $ 1       $12    $317    $2,468
Operating leases                                  26       13         5       2         6
                                              ------   ---------   ------  ------- ------
Total contractual cash obligations            $2,824      $14       $17    $319    $2,474
                                              ======   =========   ======  ======= ======
</TABLE>

<TABLE>
<CAPTION>
                                            Total
                                           Amounts                  2003     2005   After
    Other Commercial Commitments          Committed      2002     to 2004  to 2006  2006
-----------------------------------       ---------     ------     ------- ------- ------
<S>                                         <C>          <C>         <C>    <C>     <C>
Standby letters of credit                   $4           $--         $4     $--     $--
</TABLE>

----------
/(a)/ Includes $172.5 million of convertible senior notes due 2006.

Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, ("SFAS 141") "Business
Combinations" and No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets".
SFAS 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. Adoption of SFAS 141 on July 1, 2001
had no effect on our results of operations or financial position as we account
for all acquisitions under the purchase method. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but reviewed
annually for impairment (or more frequently if impairment indicators arise).
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives. We adopted this standard
effective January 1, 2002 and are evaluating our goodwill and other specifically
identifiable intangibles for impairment in accordance with the standard's
guidance. We are also currently evaluating whether franchise licenses qualify as
indefinite life intangibles under the new standard. If we conclude that
franchise licenses are indefinite life intangible assets, they will no longer be
amortized. Amortization of goodwill and franchise licenses was approximately
$96.9 million for the year ended December 31, 2001. We acquired cable systems in
June and July 2001, so the amortization of goodwill and franchise licenses for
the year ended December 31, 2001 does not incorporate the full-year impact of
those transactions. For the year ending December 31, 2002, if we conclude that
goodwill and franchise licenses are indefinite life intangible assets, our
preliminary estimate is that the adoption of SFAS 142 will reduce amortization
expense in our consolidated statements of operations by approximately $112.0
million.

     In July 2001, the FASB issued SFAS No. 143 ("SFAS 143"), Accounting for
Asset Retirement Obligations, which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 will become effective for fiscal
years beginning after June 15, 2002. We do not expect adoption of SFAS 143 will
have a material impact on our results of operations or financial position.

                                       44

<PAGE>

     In August 2001, the FASB issued Statements of Financial Accounting
Standards No. 144, ("SFAS 144") "Accounting for the Impairment or Disposal of
Long-Lived Assets.". This statement addresses financial accounting and reporting
for the impairment or disposal of long-lived assets and provides guidance on
classification and accounting for such assets when held for sale or abandonment.
SFAS 144 is effective for fiscal years beginning after December 15, 2001. We
adopted this standard effective January 1, 2002 and do not expect a material
impact on our results of operations or financial position.

Inflation and Changing Prices

     Our systems' costs and expenses are subject to inflation and price
fluctuations. Such changes in costs and expenses can generally be passed through
to subscribers. Programming costs have historically increased at rates in excess
of inflation and are expected to continue to do so. We believe we are allowed
under the Federal Communications Commission's existing cable rate regulations to
increase our rates for cable television services to more than cover any
increases in programming costs. However, competitive conditions and other
factors in the marketplace may limit our ability to increase our rates.

Risk Factors

   We have a history of net losses and may not be profitable in the future.

     We have had a history of net losses and expect to continue to report net
losses for the foreseeable future, which could cause the prices at which our
stock and other securities trade to decline and adversely affect our ability to
finance our business in the future. We reported net losses of $81.3 million,
$149.8 million and $190.9 million for the years ended December 31, 1999, 2000
and 2001, respectively. The principal reasons for our prior and anticipated net
losses include the depreciation and amortization expenses associated with our
acquisitions, the capital expenditures related to expanding and upgrading our
cable systems and interest costs on borrowed money.

   We are a holding company with no operations and we depend on our operating
subsidiaries for cash to fund our obligations.

     As a holding company, we do not have any operations or hold any assets
other than our investments in and our advances to our operating subsidiaries.
Consequently, our subsidiaries conduct all of our consolidated operations and
own substantially all of our consolidated assets. The only source of cash we
have to pay interest on, and repay the principal of, our indebtedness and to
meet our other obligations is the cash that our subsidiaries generate from their
operations and their borrowings. Our subsidiaries are not obligated to make
funds available to us. Our subsidiaries' ability to make payments to us will
depend upon their operating results and will be subject to applicable laws and
contractual restrictions, including the agreements governing our subsidiary
credit facilities and other indebtedness. Those agreements permit our
subsidiaries to distribute cash to us under certain circumstances, but only so
long as there is no default under any of such agreements.

   We have grown rapidly and have a limited history of operating all of our
current cable systems, which may make it difficult for you to evaluate our
performance.

     We began operations in 1996 and have grown rapidly since then, principally
through acquisitions. In late 1999, we completed acquisitions that doubled the
number of subscribers served by our cable systems. In June and July 2001, we
made other acquisitions that again doubled our subscribers. As a result, you
have limited information upon which to evaluate our performance in managing all
of our current systems, and our historical financial information may not be
indicative of the future results we can achieve with our cable systems.

                                       45

<PAGE>

   If we are unable to successfully integrate our newly acquired cable
systems, our business and results of operations could be adversely affected.

     Since January 1, 1999, we have acquired cable systems that account for
approximately 77% of our current basic subscribers. We may acquire more cable
systems in the future, through direct acquisitions, system swaps or otherwise.
The integration and management of the cable systems we have already acquired or
may acquire involve the following principal risks that could adversely affect
our business and results of operations:

     .    our acquisitions may result in significant unexpected operating
          difficulties, liabilities or contingencies;

     .    the integration of acquired cable systems may place significant
          demands on our management, diverting their attention from, and making
          it more difficult for them to manage, our other cable systems;

     .    the integration of acquired cable systems may require significant
          financial resources that could otherwise be used for the ongoing
          development of our other cable systems, including our network upgrade
          program;

     .    we may be unable to recruit additional qualified personnel which may
          be required to integrate and manage acquired cable systems; and

     .    some of our existing operational, financial and management systems may
          be incompatible with or inadequate to effectively integrate and manage
          acquired cable systems and any steps taken to implement changes in our
          cable systems may not be sufficient.

   We have substantial existing debt and may incur substantial additional
debt, which could adversely affect our ability to obtain financing in the future
and require our operating subsidiaries to apply a substantial portion of their
cash flow to debt service.

     Our total debt as of December 31, 2001 was approximately $2.8 billion. Our
interest expense for the year ended December 31, 2001 was $139.9 million on a
historical basis and $198.2 million on a pro forma basis that includes our
acquisitions of the AT&T cable systems as of January 1, 2001. We cannot assure
you that our business will generate sufficient cash flows to permit us or our
subsidiaries to repay indebtedness or that refinancing of that indebtedness will
be possible on commercially reasonable terms or at all.

     This high level of debt and our debt service obligations could have
material consequences, including:

     .    we may have difficulty borrowing money for working capital, capital
          expenditures, acquisitions or other purposes;

     .    we may need to use a large portion of our revenues to pay interest on
          borrowings under our subsidiary credit facilities and our senior
          notes, which will reduce the amount of money available to finance our
          operations, capital expenditures and other activities;

     .    some of our debt has a variable rate of interest, which may expose us
          to the risk of increased interest rates;

     .    we may be more vulnerable to economic downturns and adverse
          developments in our business;

     .    we may be less flexible in responding to changing business and
          economic conditions, including increased competition and demand for
          new products and services;

     .    we may be at a disadvantage when compared to those of our competitors
          that have less debt; and

     .    we may not be able to implement our strategy.

     We anticipate incurring additional debt to fund the expansion, maintenance
and upgrade of our cable systems. If new debt is added to our current debt
levels, the related risks that we now face could intensify.

                                       46

<PAGE>

   A default under our indentures or our subsidiary credit facilities could
result in an acceleration of our indebtedness and other material adverse
effects.

     The agreements and instruments governing our own and our subsidiaries'
indebtedness contain numerous financial and operating covenants. The breach of
any of these covenants could cause a default, which could result in the
indebtedness becoming immediately due and payable. If this were to occur, we
would be unable to adequately finance our operations. In addition, a default
could result in a default or acceleration of our other indebtedness subject to
cross-default provisions. If this occurs, we may not be able to pay our debts or
borrow sufficient funds to refinance them. Even if new financing is available,
it may not be on terms that are acceptable to us. The membership interests of
our operating subsidiaries are pledged as security under the respective
subsidiary credit facilities. A default under one of our subsidiary credit
facilities could result in a foreclosure by the lenders on the membership
interests pledged under that facility. Because we are dependent upon our
operating subsidiaries for all of our revenues, a foreclosure would have a
material adverse effect on our business, financial condition and results of
operations.

   The terms of our indebtedness could materially limit our financial and
operating flexibility.

     Several of the covenants contained in the agreements and instruments
governing our own and our subsidiaries' indebtedness could materially limit our
financial and operating flexibility by restricting, among other things, our
ability and the ability of our operating subsidiaries to:

     .    incur additional indebtedness;

     .    create liens and other encumbrances;

     .    pay dividends and make other payments, investments, loans and
          guarantees;

     .    enter into transactions with related parties;

     .    sell or otherwise dispose of assets and merge or consolidate with
          another entity;

     .    repurchase or redeem capital stock, other equity interests or debt;

     .    pledge assets; and

     .    issue capital stock or other equity interests.

     Complying with these covenants could cause us to take actions that we
otherwise would not take or cause us not to take actions that we otherwise would
take.

   We may not be able to obtain additional capital to continue the development
of our business.

     Our business requires substantial capital for the upgrade, expansion and
maintenance of our cable systems and the launch and expansion of new or
additional services. We cannot assure you that our anticipated levels of capital
expenditures will be sufficient to accomplish our planned system upgrades,
maintenance and expansion, or to roll out advanced services. If there is
accelerated growth in digital cable customers or in the delivery of other
advanced services or if costs increase, we may need to make unplanned additional
capital expenditures. We may not be able to obtain the funds necessary to
finance our capital improvement program or any additional capital requirements
through internally generated funds, additional borrowings or other sources. If
we are unable to obtain these funds, we would not be able to implement our
business strategy and our results of operations would be adversely affected.

   If we are unable to keep pace with technological change, our business and
results of operations could be adversely affected.

     The cable business is characterized by rapid technological change and the
introduction of new products and services. We cannot assure you that we will be
able to fund the capital expenditures necessary to keep pace with technological
developments. We also cannot assure you that we will successfully anticipate the
demand of our customers for products and services requiring new technology. This
type of rapid technological change could

                                       47

<PAGE>

adversely affect our plans to upgrade or expand our systems and respond to
competitive pressures. Our inability to upgrade, maintain and expand our systems
and provide advanced services in a timely manner, or to anticipate the demands
of the market place, could adversely affect our ability to compete.
Consequently, our business and results of operations could suffer materially.

     If we are unsuccessful in implementing our growth strategy, our business
and results of operations could be adversely affected.

     We expect that a substantial portion of our future growth in revenues will
come from the expansion of relatively new services, such as high-speed Internet
access service and digital programming services, the launch of additional
services, such as video-on-demand or Internet telephony, and acquisitions of
additional cable systems. We may not be able to successfully expand or launch
these new or additional services, and it is possible that they will not generate
significant revenue growth. As of the date of this report, there are no material
pending acquisitions. We may not be successful in identifying attractive
acquisition targets or obtaining the financing necessary to complete future
acquisitions. Among other things, in recent years, the cable television industry
has undergone dramatic consolidation, which has reduced the number of future
acquisition prospects and may increase the purchase price for any acquisitions
we pursue.

     Our programming costs are increasing, and our business and results of
operations will be adversely affected if we cannot pass through a sufficient
part of the additional costs to subscribers.

     Our programming costs have been, and are expected to continue to be, one of
our largest single expense items. In recent years, the cable television industry
has experienced a rapid escalation in the cost of programming, particularly
sports programming. The escalation in programming costs is expected to continue,
and we may not be able to pass programming cost increases on to our customers.
In addition, add programming to our basic and expanded basic programming tiers,
we may not be able pass all of our costs of the additional programming on to our
customers. To the extent that we are unable to pass increased or additional
programming costs through to subscribers, our business and results of operations
will be adversely affected.

     Failure to negotiate programming contracts for the cable systems we
acquired from AT&T Broadband could adversely affect our business and results of
operations.

     Substantially all of the cable television programming services carried on
the cable systems we acquired from AT&T Broadband are provided to customers
without written contracts with the respective programming suppliers. We are
currently negotiating with these suppliers, but we are unable to guarantee that
the outcome of any negotiations will be favorable to us. While we could obtain
access to most of these programming services through a national programming
purchasing cooperative or by relying on certain protective provisions of the
Communications Act, we are unable to guarantee that we will be able to provide
without interruption any programming service that is not covered by a written
contract. Prolonged loss of access to certain of these programming services
could result in our customers switching to our competitors or have other
material adverse effects on our business and results of operations.

     We may not be able to compete effectively in the highly competitive media
and telecommunications industries.

     The communications industry in which we operate is highly competitive and
is often subject to rapid and significant changes and developments in the
marketplace and in the regulatory and legislative environment. In some
instances, we compete against companies with fewer regulatory burdens, easier
access to financing, greater resources and operating capabilities, greater brand
name recognition and long-standing relationships with regulatory authorities.
Our traditional cable television business faces direct competition from other
cable companies, telephone companies, and, most significantly, from direct
broadcast satellite operators. Our high-speed Internet access service is subject
to competition from telephone companies using digital subscriber line
technology, direct broadcast satellite operators and other Internet service
providers. We also face competition from over-the-air television and radio
broadcasters and from other communications and entertainment media such as movie
theaters, live entertainment and sports events, newspapers and home video
products.

                                       48

<PAGE>

     We expect that future advances in communications technology could lead to
the introduction of new competitors, products and services that may compete with
our businesses. We cannot assure you that upgrading our cable systems will allow
us to compete effectively. Additionally, if we expand and introduce new and
enhanced telecommunications services, we will be subject to competition from new
and established telecommunications providers. We cannot predict the extent to
which competition may affect our business and results of operations in the
future.

   Recent changes in the regulatory environment may introduce additional
competitors in our markets.

     Recent changes in federal law and recent administrative and judicial
decisions have removed restrictions that have limited entry into the cable
television industry by potential competitors such as telephone companies and
public utility holding companies. As a result, competition may materialize in
our franchise areas from other cable television operators, other video
programming distribution systems and other broadband telecommunications services
to the home. For example, these developments could enable local telephone and
utility companies to provide a wide variety of video services in their service
areas that will be directly competitive with the services provided by cable
systems in the same area.

   Continued growth of direct broadcast satellite operators could adversely
affect our business and results of operations.

     Direct broadcast satellite operators have grown at a rate far exceeding the
cable television industry growth rate and have emerged as a significant
competitor to cable operators. Direct broadcast satellite service consists of
television programming transmitted via high-powered satellites to individual
homes, each served by a small satellite dish. Legislation permitting direct
broadcast satellite operators to transmit local broadcast signals was enacted on
November 29, 1999. This eliminated a significant competitive advantage that
cable system operators had over direct broadcast satellite operators. Direct
broadcast satellite operators deliver local broadcast signals in many markets
that we serve. These companies and others are also developing ways to bring
advanced communications services to their customers. They are currently offering
satellite-delivered high-speed Internet access services with a telephone return
path and are beginning to provide true two-way interactivity. On October 28,
2001, EchoStar Communications Corporation (which does business as DISH Network)
announced that it has agreed to acquire Hughes Electronics Corp. (which does
business as DIRECTV). If consummated, this combination would create a much
stronger competitive challenge for us and other cable system operators.

   We may not be able to obtain critical items at a reasonable cost or when
required, which could adversely affect business, financial condition and results
of operations.

     We depend on third-party suppliers for equipment, software, services and
other items that are critical for the operation of our cable systems and the
provision of advanced services, including analog and digital set-top converter
boxes, servers and routers, fiber-optic cable, telephone circuits, software, the
"backbone" telecommunications network for our Internet access service and
construction services for expansion and upgrades of our cable systems. These
items are available from a limited number of suppliers. Demand for these items
has increased with the general growth in demand for Internet and
telecommunications services. In addition, some suppliers have commenced
bankruptcy proceedings or experienced other financial difficulties that may
affect the availability of these items. We typically do not carry significant
inventories of equipment. Moreover, if there are no suppliers that are able to
provide set-top converter boxes that comply with evolving Internet and
telecommunications standards or that are compatible with other equipment and
software that we use, our business, financial condition and results of
operations could be materially adversely affected. If we are unable to obtain
critical equipment, software, services or other items on a timely basis and at
an acceptable cost, our ability to offer our products and services and roll out
advanced services may be impaired, and our business, financial condition and
results of operations could be materially adversely affected.

     Among other things, we rely on local telephone companies and other firms to
provide data communications capacity through local telecommunications lines and
leased long-distance lines. We may experience disruptions or capacity
constraints in these telecommunications services. If disruptions or capacity
constraints occur, we may have no means of replacing these services on a timely
basis, or at all. In Iowa and Illinois, we rely on subsidiaries of McLeodUSA
Inc. ("McLeod") to provide us with the right to use optical fiber we need to
operate and expand our business. McLeod recently filed for Chapter 11 bankruptcy
protection under the United States Bankruptcy Code, however, the subsidiaries of
McLeod, with which we are counterparties, have not become directly involved in
the bankruptcy proceedings. If the subsidiaries were to become involved, it is
possible that the bankruptcy court would

                                       49

<PAGE>

authorize them to terminate the contract that gives us the right to use such
optical fiber. We might not be able to find alternative sources to replace the
optical fiber and constructing our own fiber would be costly and may take a
significant amount of time. The provision of our services to certain customers
in our affected areas could be severely interrupted or delayed for prolonged
periods. As a result, our business and results of operations could be materially
adversely affected.

     We also rely on AT&T Corp. to provide, under a multi-year contract, the
Internet protocol network backbone and certain core Internet support functions
for our cable modem service. If AT&T Corp. ceased to provide these services
during or after the term of the contract and we were unable to secure
alternative arrangements on acceptable terms, our business could be materially
and negatively impacted.

   Our business and results of operations could be adversely affected by labor
disputes.

     Approximately 3.2% of our cable systems' employees are represented by labor
unions but are not covered by any collective bargaining agreements. We are
negotiating in good faith with these labor unions regarding new labor contracts.
We cannot assure you that any negotiations we may undertake with such unions
will result in outcomes satisfactory to us. Although we believe that our
relations with our employees are generally good, we cannot assure you that our
employees who are not currently represented by any union, will not seek to be
represented by unions under collective bargaining agreements in the future. A
prolonged work stoppage, strike or slowdown at our systems could have a material
adverse effect on our business and results of operations.

   The loss of key personnel could have a material adverse effect on our
business.

     Our success is substantially dependent upon the retention and continued
performance of our key personnel, including Rocco B. Commisso, our Chairman and
Chief Executive Officer. We have not entered into an employment agreement with
Mr. Commisso. If Mr. Commisso or any of our other key personnel cease to be
employed by us for any reason, our business could be materially adversely
affected. We do not currently maintain key man life insurance on Mr. Commisso or
other key personnel.

     In addition, certain of our subsidiary credit facilities provide that a
default will result if one or more of the following occur: (i) Mr. Commisso
ceases to be our Chairman and Chief Executive Officer for any reason other than
death or permanent disability, (ii) Mr. Commisso ceases to be our Chairman and
Chief Executive Officer by reason of death or disability and a successor
satisfactory to the lenders is not appointed within 120 days, (iii) Mr. Commisso
and certain of his affiliates cease to own at least 50.1% of the combined voting
power of our common stock on a fully-diluted basis or (iv) any person or group,
other than Mr. Commisso and certain of his affiliates, or certain other
specified entities, becomes the beneficial owner of 25% or more of the combined
voting power of our common stock on a fully-diluted basis.

   Our Chairman and Chief Executive Officer has the ability to control all
major corporate decisions, which could inhibit or prevent a change of control or
change in management. A sale of his stock could result in a change of control
that would have unpredictable effects.

     Rocco B. Commisso, our Chairman and Chief Executive Officer, beneficially
owned our common stock representing approximately 80.6% of the combined voting
power as of December 31, 2001. As a result, Mr. Commisso will generally have the
ability to control the outcome of all matters requiring stockholder approval,
including the election of our entire board of directors, the approval of any
merger or consolidation and the sale of all or substantially all of our assets.
Mr. Commisso's voting power may have the effect of discouraging offers to
acquire Mediacom because any such acquisition would require his consent.

     We cannot assure you that Mr. Commisso will maintain all or any portion of
his ownership or that he would continue as an officer or director if he sold a
significant part of his stock. The disposition by Mr. Commisso of a sufficient
number of shares could result in a change in control of our company, and we
cannot assure you that a change of control would not adversely affect our
business, financial condition or results of operations. As noted above, it could
also result in a default under our subsidiary credit agreements.

                                       50

<PAGE>

   Our cable television business is subject to extensive governmental
regulation.

     The cable television industry is subject to extensive legislation and
regulation at the federal and local levels, and, in some instances, at the state
level, and many aspects of such regulation are currently the subject of judicial
and administrative proceedings and legislative and administrative proposals. We
expect that court actions and regulatory proceedings will continue to refine our
rights and obligations under applicable federal, state and local laws. The
results of these judicial and administrative proceedings and legislative
activities may materially affect our business operations. We cannot predict
whether any of the markets in which we operate will expand the regulation of our
cable systems in the future or the impact that any such expanded regulation may
have upon our business.

     Similarly, due to the increasing popularity and use of commercial online
services and the Internet, it is possible that a number of laws and regulations
may be adopted with respect to commercial online services and the Internet,
including laws covering such issues as privacy, access to some types of content
by minors, pricing, bulk e-mail or "spam," encryption standards, consumer
protection, electronic commerce, taxation of e-commerce, copyright infringement
and other intellectual property matters. The adoption of such laws or
regulations in the future may decrease the growth of such services and the
Internet, which could in turn decrease the demand for our cable modem service,
increase our costs of providing such service or have other adverse effects on
our business, financial condition and results of operations.

   Our franchises are subject to non-renewal or termination by local
authorities, which could cause us to lose our right to operate some of our
systems.

     Historically, cable operators providing satisfactory services to their
subscribers and complying with the terms of their franchises have almost always
obtained franchise renewals. In addition, the Communications Act contains
renewal procedures and criteria designed to protect incumbent franchisees
against arbitrary denials of renewal. However, cable television companies
operate under non-exclusive franchises granted by local authorities that are
subject to renewal, renegotiation and termination from time to time. Our cable
systems are dependent upon the retention and renewal of their respective local
franchises. In the process of renewing franchises, a franchising authority may
seek to impose new and more onerous requirements, such as upgraded facilities,
increased channel capacity or enhanced services. Although the Communications Act
requires the municipality to take into account the cost of meeting such
requirements, there is no assurance that we will not be required to make
significant additional investments in its cable television systems as part of
the franchise renewal process. There can be no assurance that we will continue
to be able to renew franchises in the future on acceptable terms. The
non-renewal or termination of franchises with respect to a significant portion
of any of our cable systems would have a material adverse effect on our business
and results and operations.

   Our franchises are non-exclusive and local franchising authorities may
grant competing franchises in our markets.

     Our cable systems are operated under non-exclusive franchises granted by
local franchising authorities. As a result, competing operators of cable systems
and other potential competitors, such as municipal utility providers, may be
granted franchises and may build cable systems in markets where we hold
franchises. Any such competition could adversely affect our business. The
existence of multiple cable systems in the same geographic area is generally
referred to as an "overbuild." As of December 31, 2001, approximately 8.1% of
the homes passed by our cable systems were overbuilt by other cable operators.
We cannot assure you that competition will not develop in other markets that we
now serve or that we will serve after any future acquisitions.

   Pending FCC and court proceedings could adversely affect our Internet
access service.

     The legal and regulatory status of providing high-speed Internet access
service by cable television companies is uncertain. The FCC is considering
whether it should adopt new rules regulating cable modem service, and federal
court actions raising various issues relating to that kind of service are
pending. The adoption of new rules by the FCC or rulings in court proceedings
could place additional costs and regulatory burdens on us, reduce our
anticipated revenues or increase our anticipated costs for this service,
complicate the franchise renewal process, result in greater competition or
otherwise adversely affect our business.

                                       51

<PAGE>

   We may be subject to legal liability because of the acts of our Internet
service customers or because of our own negligence.

     Our cable modem service enables individuals to access the Internet and to
exchange information, generate content, conduct business and engage in various
online activities on an international basis. The law relating to the liability
of providers of these online services for activities of their users is currently
unsettled both within the United States and abroad. Potentially, third parties
could seek to hold us liable for the actions and omissions of our cable modem
service customers, such as defamation, negligence, copyright or trademark
infringement, fraud or other theories based on the nature and content of
information that our customers use our service to post, download or distribute.
We also could be subject to similar claims based on the content of other
Websites to which we provide links or third-party products, services or content
that we may offer through our Internet service. Due to the global nature of the
Web, it is possible that the governments of other states and foreign countries
might attempt to regulate its transmissions or prosecute us for violations of
their laws.

     It is also possible that, if any information provided directly by us will
contain errors or otherwise be negligently provided to users, resulting in third
parties making claims against us. For example, we offer Web-based email
services, which expose us to potential risks, such as liabilities or claims
resulting from unsolicited email, lost or misdirected messages, illegal or
fraudulent use of email, or interruptions or delays in email service.

     To date, no one has filed a claim of any of these kinds against us, but
someone may file a claim of that type in the future in either domestic or
international jurisdictions, and may be successful in imposing liability on us.
Our defense of any such actions could be costly and involve significant
distraction of our management and other resources. If we are held or threatened
with significant liability, we may decide to take actions to reduce our exposure
to this type of liability. This may require us to spend significant amounts of
money for new equipment and may also require us to discontinue offering some
features or our cable modem service.

     Since we launched our proprietary Mediacom Online(SM) Internet service in
February 2002, we from time to time receive notices of claimed infringements by
our cable modem service users. The owners of copyrights and trademarks have been
increasing active in seeking to prevent use of the Internet to violate their
rights. In many cases, their claims of infringement are based on the acts of
customers of an Internet service provider--for example, a customer's use of an
Internet service or the resources it provides to post, download or disseminate
copyrighted music or other content without the consent of the copyright owner or
to seek to profit from the use of the goodwill associated with another person's
trademark. In some cases, copyright and trademark owners have sought to recover
damages from the Internet service provider, as well as or instead of the
customer. The law relating to the potential liability of Internet service
providers in these circumstances is unsettled. In 1996, Congress adopted the
Digital Millennium Copyright Act, which is intended to grant ISPs protection
against certain claims of copyright infringement resulting from the actions of
customers, provided that the ISP complies with certain requirements. So far,
Congress has not adopted similar protections for trademark infringement claims.

   If we offer telecommunications services, we may become subject to
additional regulatory burdens.

     If we provide telecommunications services over our communications
facilities, we may be required to obtain additional federal, state and local
permits or other governmental authorizations to offer these services. This
process, together with accompanying regulation of these services, would place
additional costs and regulatory burdens on us.

                                       52

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     In the normal course of business, we use interest rate swap agreements in
order to fix interest rates under debt contracts for the duration of the
contract as a hedge against interest rate volatility. As of December 31, 2001,
we had interest rate exchange agreements with various banks pursuant to which
the interest rate on $170.0 million is fixed at a weighted average swap rate of
approximately 6.7%, plus the average applicable margin over the Eurodollar Rate
option under our bank credit agreement. Under the terms of the interest rate
exchange agreements, which expire from 2002 through 2004, we are exposed to
credit loss in the event of nonperformance by the other parties to the interest
rate exchange agreements. However, we do not anticipate nonperformance by the
counterparties. We would have paid approximately $10.1 million at December 31,
2001 if the interest rate exchange agreements were terminated, inclusive of
accrued interest. The table below provides information on our long-term debt.
See Note 7 to our consolidated financial statements.

<TABLE>
<CAPTION>
                                            Expected Maturity
                       -----------------------------------------------------------
                                    (All dollar amounts in thousands)
                       2002      2003     2004      2005       2006     Thereaftre      Total     Fair Value
                       -----    ------   -------   -------   --------   ----------   ----------   ----------
<S>                    <C>      <C>      <C>       <C>       <C>        <C>          <C>          <C>
Fixed rate             $  --    $   --   $    --   $    --   $     --   $  200,000   $  200,000   $  206,000
Weighted average
  interest rate          8.5%      8.5%      8.5%      8.5%       8.5%         8.5%         8.5%

Fixed rate             $  --    $   --   $    --   $    --   $     --   $  125,000   $  125,000   $  121,000
Weighted average
  interest rate          7.9%      7.9%      7.9%      7.9%       7.9%         7.9%         7.9%

Fixed rate             $  --    $   --   $    --   $    --   $     --   $  500,000   $  500,000   $  523,000
Weighted average
  interest rate          9.5%      9.5%      9.5%      9.5%       9.5%         9.5%         9.5%

Fixed rate             $  --    $   --   $    --   $    --   $     --   $  400,000   $  400,000   $  436,000
Weighted average
  interest rate         11.0%     11.0%     11.0%     11.0%      11.0%        11.0%        11.0%

Fixed rate             $  --    $   --   $    --   $    --   $172,500   $       --   $  172,500   $  206,000
Weighted average
  interest rate          5.3%      5.3%      5.3%      5.3%       5.3%         5.3%         5.3%

Variable rate          $ 750    $2,000   $10,500   $37,000   $107,500   $1,242,750   $1,400,500   $1,400,500
Weighted average
  interest rate          4.5%      4.5%      4.5%      4.5%       4.5%         4.5%         4.5%
</TABLE>

                                       53

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                    Contents
                                    --------

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                     <C>
Report of Independent Public Accountants-Arthur Andersen LLP........................................    55
Consolidated Balance Sheets as of December 31, 2001 and 2000........................................    56
Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999..........    57
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
   December 31, 2001, 2000 and 1999.................................................................    58
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999..........    59
Notes to Consolidated Financial Statements..........................................................    60
Schedule II-Valuation and Qualifying Accounts.......................................................    77
</TABLE>

                                       54

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Mediacom Communications Corporation:

We have audited the accompanying consolidated balance sheets of Mediacom
Communications Corporation (a Delaware corporation) and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mediacom Communications
Corporation and its subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States.

As explained in Note 2 to the consolidated financial statements, effective
January 1, 2001, the Company changed its method of accounting for derivative
instruments.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule II--Valuation and
Qualifying Accounts is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated financial
statements taken as a whole.


                                               /S/ ARTHUR ANDERSEN LLP

Stamford, Connecticut
February 13, 2002

                                       55

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                          (All dollar amounts in 000's)

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                   ------------------------
                                                                                      2001           2000
                                                                                   ----------    ----------
                                         ASSETS
<S>                                                                                <C>           <C>
Cash and cash equivalents ......................................................   $   15,307    $    4,152
Short-term investments .........................................................       48,000            --
Investments ....................................................................        4,070         3,985
Subscriber accounts receivable, net of allowance for doubtful accounts
   of $3,243 and $932, respectively ............................................       29,818        13,500
Prepaid expenses and other assets ..............................................       13,678         4,255
Investment in cable television systems:
   Inventory ...................................................................       53,676        14,131
   Property, plant and equipment, at cost ......................................    1,654,798       841,549
   Less: accumulated depreciation ..............................................     (374,268)     (204,617)
                                                                                   ----------    ----------
     Property, plant and equipment, net ........................................    1,280,530       636,932
   Intangible assets, net of accumulated amortization of $250,288 and
     $125,181 respectively .....................................................    2,151,805       686,009
                                                                                   ----------    ----------
     Total investment in cable television systems ..............................    3,486,011     1,337,072
Other assets, net of accumulated amortization of $11,474 and $5,749
   respectively ................................................................       52,163        17,008
                                                                                   ----------    ----------
     Total assets ..............................................................   $3,649,047    $1,379,972
                                                                                   ==========    ==========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Debt ........................................................................   $2,798,000    $  987,000
   Accounts payable and accrued expenses .......................................      282,110        81,140
   Deferred revenue ............................................................       46,150        44,396
   Deferred income tax liability ...............................................        5,128         5,815
   Other liabilities ...........................................................       10,083            --
                                                                                   ----------    ----------
     Total liabilities .........................................................    3,141,471     1,118,351
                                                                                   ----------    ----------

   Commitments and Contingencies (Note 12)

STOCKHOLDERS' EQUITY
   Class A common stock, $.01 par value; 300,000,000 shares authorized;
     90,539,380 and 60,601,001 shares issued and outstanding as of
     December 31, 2001 and 2000, respectively ..................................          905           606
   Class B common stock, $.01 par value; 100,000,000 shares authorized;
     29,342,990 shares issued and outstanding as of December 31, 2001 and 2000 .          293           293
   Additional paid-in capital ..................................................      974,760       538,642
   Accumulated comprehensive loss ..............................................           --          (414)
   Accumulated deficit .........................................................     (468,382)     (277,506)
                                                                                   ----------    ----------
     Total stockholders' equity ................................................      507,576       261,621
                                                                                   ----------    ----------
     Total liabilities and stockholders' equity ................................   $3,649,047    $1,379,972
                                                                                   ==========    ==========
</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                       56

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (All amounts in 000's, except per share amounts)

<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                             ----------------------------------
                                                                2001         2000        1999
                                                             ---------    ---------    --------
<S>                                                          <C>          <C>          <C>
Revenues .................................................   $ 589,987    $ 332,050    $176,052

Costs and expenses:
     Service costs .......................................     224,291      114,234      58,058
     Selling, general and administrative expenses ........     105,794       55,820      32,949
     Corporate expenses ..................................       8,705        6,029       6,951
     Depreciation and amortization .......................     310,785      178,331     101,065
     Non-cash stock charges relating to corporate expenses       2,904       28,254      15,445
                                                             ---------    ---------    --------

Operating loss ...........................................     (62,492)     (50,618)    (38,416)

Interest expense, net ....................................     139,867       68,955      37,817
Loss on derivative instruments, net ......................       8,441           --          --
Other (income) expenses ..................................     (21,653)      30,024       5,087
                                                             ---------    ---------    --------

Net loss before provision for income taxes ...............    (189,147)    (149,597)    (81,320)
Provision for income taxes ...............................          87          250          --
                                                             ---------    ---------    --------
Net loss before cumulative effect of accounting change ...    (189,234)    (149,847)    (81,320)
Cumulative effect of accounting change ...................      (1,642)          --          --
                                                             ---------    ---------    --------
Net loss .................................................   $(190,876)   $(149,847)   $(81,320)
                                                             =========    =========    ========

Basic and diluted loss per share:

     Before cumulative effect of accounting change .......   $   (1.78)   $   (1.79)   $  (7.82)
     Cumulative effect of accounting change ..............       (0.02)          --          --
                                                             ---------    ---------    --------
Loss per share ...........................................   $   (1.80)   $   (1.79)   $  (7.82)
                                                             =========    =========    ========

Weighted average common shares outstanding ...............     105,780       83,803      10,404
</TABLE>

           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.

                                       57

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              STOCKHOLDERS' EQUITY
                          (All dollar amounts in 000's)

<TABLE>
<CAPTION>
                                                         Class A    Class B   Additional
                                                          Common    Common     Paid-In        Capital
                                                          Stock      Stock     Capital     Contributions
                                                        ---------   -------   ----------   -------------
<S>                                                       <C>        <C>       <C>           <C>
Balance, December 31, 1998                                $ --       $ --      $     --      $ 124,990
  Comprehensive loss:
    Net loss                                                --         --            --             --
    Unrealized gain on investments, net of deferred
      taxes                                                 --         --            --             --
    Comprehensive loss
  Members' contributions                                    --         --            --         10,500
  Non-cash contributions                                    --         --            --          6,606
  Non-cash contribution for the reduction of
    management fees                                         --         --            --         25,100
  Equity issued to management                               --         --            --         27,016
  Non-vested portion of equity granted to management        --         --            --        (12,199)
                                                          ----       ----      --------      ---------
Balance, December 31, 1999                                $ --       $ --      $     --      $ 182,013
  Comprehensive loss:
    Net loss                                                --         --            --             --
    Unrealized loss on investments, net of deferred
      taxes                                                 --         --            --             --
    Comprehensive loss
  Issuance of common stock in exchange for membership
    interests                                              407        293       181,313       (182,013)
  Issuance of common stock in initial public
    offering, net of
      issuance costs                                       200         --       353,895             --
  Issuance of common stock in employee stock
    purchase plan                                           --         --           310             --
  Repurchase of Class A common stock                        (1)        --          (657)            --
  Vesting of equity granted to management, net of
    forfeiture                                              --         --         3,781             --
                                                          ----       ----      --------      ---------
Balance, December 31, 2000                                $606       $293      $538,642      $      --
  Comprehensive loss:
    Net loss                                                --         --            --             --
    Unrealized gain on investments, net of deferred
      taxes                                                 --         --            --             --
    Comprehensive loss
  Exercise of stock options                                 --         --            51             --
  Issuance of common stock, net of issuance costs          299         --       432,616             --
  Issuance of common stock in employee stock
    purchase plan                                           --         --           547             --
  Vesting of equity granted to management, net of
    forfeiture                                              --         --         2,904             --
                                                          ----       ----      --------      ---------
Balance, December 31, 2001                                $905       $293      $974,760      $      --
                                                          ====       ====      ========      =========

<CAPTION>
                                                         Accumulated
                                                        Comprehensive   Accumulated
                                                            Loss          Deficit      Total
                                                        -------------   -----------   --------
<S>                                                         <C>          <C>          <C>
Balance, December 31, 1998                                  $  --        $ (46,339)   $  78,651
  Comprehensive loss:
    Net loss                                                   --          (81,320)
    Unrealized gain on investments, net of deferred
      taxes                                                   261               --
    Comprehensive loss                                                                  (81,059)
  Members' contributions                                       --               --       10,500
  Non-cash contributions                                       --               --        6,606
  Non-cash contribution for the reduction of
    management fees                                            --               --       25,100
  Equity issued to management                                  --               --       27,016
  Non-vested portion of equity granted to management           --               --      (12,199)
                                                            -----        ---------    ---------
Balance, December 31, 1999                                  $ 261        $(127,659)   $  54,615
  Comprehensive loss:
    Net loss                                                   --         (149,847)
    Unrealized loss on investments, net of deferred
      taxes                                                  (675)              --
    Comprehensive loss                                                                 (150,522)
  Issuance of common stock in exchange for membership
    interests                                                  --               --          --
  Issuance of common stock in initial public
    offering, net of
      issuance costs                                           --               --      354,095
  Issuance of common stock in employee stock
    purchase plan                                              --               --          310
  Repurchase of Class A common stock                           --               --         (658)
  Vesting of equity granted to management, net of
    forfeiture                                                 --               --        3,781
                                                            -----        ---------    ---------
Balance, December 31, 2000                                  $(414)       $(277,506)   $ 261,621
  Comprehensive loss:
    Net loss                                                   --         (190,876)
    Unrealized gain on investments, net of deferred
      taxes                                                   414               --
    Comprehensive loss                                                                 (190,462)
  Exercise of stock options                                    --               --           51
  Issuance of common stock, net of issuance costs              --               --      432,915
  Issuance of common stock in employee stock
    purchase plan                                              --               --          547
  Vesting of equity granted to management, net of
    forfeiture                                                 --               --        2,904
                                                            -----        ---------    ---------
Balance, December 31, 2001                                  $  --        $(468,382)   $ 507,576
                                                            =====        =========    =========
</TABLE>

           The accompanying notes to consolidated financial statements
                   are an integral part of these statements.

                                       58

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (All dollar amounts in 000's)

<TABLE>
<CAPTION>
                                                                                    Years Ended December 31,
                                                                            -------------------------------------
                                                                               2001           2000        1999
                                                                            -----------    ---------    ---------
<S>                                                                         <C>            <C>          <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
   Net loss .............................................................   $  (190,876)   $(149,847)   $ (81,320)
   Adjustments to reconcile net loss to net cash flows from operating
     activities:
     Accretion of interest on seller note ...............................            --           --          225
     Depreciation and amortization ......................................       310,785      178,331      101,065
     Impairment of available-for-sale securities ........................           329       28,488           --
     Change in fair value of swaps ......................................        10,083           --           --
     Vesting of management stock ........................................         2,904        3,781       14,817
     Other non-cash stock charges relating to corporate expenses ........            --       24,473        7,234
     Deferred income tax liability ......................................          (687)          --           --
     Amortization of SoftNet revenue ....................................          (287)      (2,502)        (142)
     Termination of SoftNet agreement ...................................       (29,957)          --           --
     Changes in assets and liabilities, net of effects from acquisitions:
       Subscriber accounts receivable, net ..............................       (10,560)        (980)         429
       Prepaid expenses and other assets ................................        (9,423)         491       (2,211)
       Other assets .....................................................         5,725           --           --
       Accounts payable and accrued expenses ............................       138,591       13,296       13,031
       Deferred revenue .................................................        31,998           (4)       1,088
                                                                            -----------    ---------    ---------
         Net cash flows provided by operating activities ................       258,625       95,527       54,216
                                                                            -----------    ---------    ---------
CASH FLOWS USED IN INVESTING ACTIVITIES:
   Capital expenditures .................................................      (285,396)    (183,518)     (86,669)
   Acquisitions of cable television systems .............................    (2,113,336)    (112,142)    (764,253)
   Other, net ...........................................................        (4,215)      (1,450)        (626)
   Short-term investments ...............................................       (48,000)          --           --
                                                                            -----------    ---------    ---------
         Net cash flows used in investing activities ....................    (2,450,947)    (297,110)    (851,548)
                                                                            -----------    ---------    ---------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
   New borrowings .......................................................     2,396,000      318,000      995,700
   Repayment of debt ....................................................      (585,000)    (470,000)    (194,830)
   Net proceeds from sale of Class A common stock .......................       432,915      354,095           --
   Proceeds from issuance of common stock in employee stock purchase
     plan and options exercised .........................................           598          310           --
   Repurchase of Class A common stock ...................................            --         (658)          --
   Capital contributions ................................................            --           --       10,500
   Financing costs ......................................................       (41,036)        (485)     (11,777)
                                                                            -----------    ---------    ---------
         Net cash flows provided by financing activities ................     2,203,477      201,262      799,593
                                                                            -----------    ---------    ---------
         Net increase (decrease) in cash and cash equivalents ...........        11,155         (321)       2,261
CASH AND CASH EQUIVALENTS, beginning of year ............................         4,152        4,473        2,212
                                                                            -----------    ---------    ---------
CASH AND CASH EQUIVALENTS, end of year ..................................   $    15,307    $   4,152    $   4,473
                                                                            ===========    =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for interest ...............................   $    91,842    $  74,811    $  28,639
                                                                            ===========    =========    =========
   Cash paid during the year for taxes ...................................  $     1,015    $      50    $      --
                                                                            ===========    =========    =========
</TABLE>

   The accompanying notes to consolidated financial statements are an integral
                          part of these statements.

                                       59

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Organization

     Mediacom Communications Corporation ("MCC," and collectively with its
direct and indirect subsidiaries, the "Company") is involved in the acquisition
and development of cable television systems serving smaller cities and towns in
the United States. Through these cable systems, the Company provides
entertainment, information and telecommunications services to its subscribers.
As of December 31, 2001, the Company had acquired and was operating cable
systems in 23 states, principally Alabama, California, Delaware, Florida,
Georgia, Illinois, Indiana, Iowa, Kentucky, Minnesota, Missouri, North Carolina
and South Dakota.

     MCC, a Delaware corporation organized in November 1999, completed an
initial public offering on February 9, 2000. Prior to the initial public
offering, MCC had no assets, liabilities, contingent liabilities or operations.
Immediately prior to the completion of its initial public offering, MCC issued
shares of its Class A and Class B common stock in exchange for all of the
outstanding membership interests in Mediacom LLC, a New York limited liability
company organized in July 1995. As a result of this exchange, Mediacom LLC
became a wholly-owned subsidiary of MCC.

     Mediacom Broadband LLC, a wholly-owned subsidiary of MCC, was organized as
a Delaware limited liability company in April 2001 for the purpose of acquiring
cable television systems from AT&T Broadband, LLC in the states of Georgia,
Illinois, Iowa and Missouri (the "AT&T cable systems"). The Company completed
the acquisitions of the AT&T cable systems in June and July 2001.

(2)  Summary of Significant Accounting Policies

   Basis of Preparation of Consolidated Financial Statements

     The consolidated financial statements include the accounts of MCC and its
subsidiaries. All significant intercompany transactions and balances have been
eliminated. The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

   Revenue Recognition

     Revenues include amounts billed to customers for services provided,
installations, advertising and other services. Revenues from basic, premium,
pay-per-view and data services are recognized when the services are provided to
the customers. Installation revenues are recognized to the extent of direct
selling costs incurred. Additional installation revenues collected, if any, are
deferred and amortized to income over the estimated average life of a
subscriber. Advertising sales are recognized in the period that the
advertisements are exhibited. Franchise fees are collected on a monthly basis
and are periodically remitted to local franchise authorities. Franchise fees
collected and paid are reported as revenues and expenses.

   Cash and Cash Equivalents

     The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

   Concentration of Credit Risk

     The Company's accounts receivable are comprised of amounts due from
subscribers in varying regions throughout the United States. Concentration of
credit risk with respect to these receivables is limited due to the large number
of customers comprising the Company's customer base and their geographic
dispersion.

                                       60

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Investments

     Investments consist of equity securities. Management classifies these
securities as available-for-sale securities under the provisions defined in the
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Available-for-sale securities are
carried at market value, with unrealized gains and losses reported as a
component of accumulated comprehensive income (loss). If a decline in the fair
value of the security is judged to be other than temporary, a realized loss will
be recorded. Short-term investments consist of money market investments which
are stated at cost which approximates market value.

   Inventory

     Inventory consists primarily of fiber-optic cable, coaxial cable,
electronics, hardware and miscellaneous tools and are stated at the lower of
cost or market. Cost is determined using the average cost method.

   Property, Plant and Equipment

     Property, plant and equipment is recorded at time of purchase and
capitalized at cost. The Company capitalizes a portion of direct and indirect
costs related to the construction, replacement and installation of property,
plant and equipment. The Company capitalized interest in connection with cable
system construction of approximately $4.2 million and $5.3 million for the years
ended December 31, 2001 and 2000, respectively. Capitalized costs are charged to
property, plant and equipment and depreciated over the life of the related
assets. The Company performs periodic evaluations of the estimates used to
determine the amount of costs that are capitalized.

     Amounts incurred for repairs and maintenance are charged to operations in
the period incurred.

     Depreciation is calculated on a straight-line basis over the following
useful lives:

Buildings ........................................      45 years
Leasehold improvements ...........................      Life of respective lease
Cable systems and equipment ......................      5 to 10 years
Subscriber devices ...............................      5 years
Vehicles .........................................      5 years
Furniture, fixtures and office equipment .........      5 to 10 years

   Intangible Assets

     Intangible assets include franchising costs, goodwill, subscriber lists and
covenants not to compete. Amortization of intangible assets is calculated on a
straight-line basis over the following lives:

Franchising costs ................................      15 years
Goodwill .........................................      15 years
Subscriber lists .................................      5 years
Covenants not to compete .........................      3 to 7 years

                                       61

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Impairment of Long-Lived Assets

     The Company follows the provisions of Statement of Financial Accounting
Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS 121 requires that
long-lived assets and certain identifiable intangibles to be held and used by
any entity be reviewed for impairment at each year end and whenever events or
changes in circumstances indicate the carrying amount of an asset may not be
recoverable. There has been no impairment of long-lived assets of the Company
under SFAS 121.

   Other Assets

     Other assets include debt financing costs of approximately $52.2 million
and $17.0 million as of December 31, 2001 and 2000, respectively. Financing
costs incurred to raise debt are deferred and amortized over the expected term
of such financings and are included in other (income) expense.

   Accounting for Derivative Instruments

     Effective January 1, 2001, the Company accounts for derivative instruments,
primarily interest rate swaps, in accordance with Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards, primarily interest
rate swaps, No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities." Changes in fair value of derivative instruments that do not
qualify for hedge relationship designation are recognized in earnings. Upon
adoption of SFAS 133 the Company recorded a cumulative effect of accounting
change adjustment to net loss of $1.6 million in 2001 due to recognizing the
fair value of interest rate swaps not designated as hedging instruments.

   Comprehensive Loss

     The Company adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income," which establishes standards for
reporting and displaying comprehensive loss and its components in the
consolidated financial statements. In accordance with SFAS 130, the Company
records temporary unrealized gains and losses on investments as a component of
accumulated comprehensive loss.

   Income Taxes

     Prior to MCC's initial public offering, Mediacom LLC, the predecessor
company to MCC, was a New York limited liability company and was not required to
account for income taxes. Currently, the Company recognizes deferred tax assets
and liabilities for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.

   Stock Options

     The Company accounts for its stock option plans under Accounting Principles
Board Opinion No. 25, ("APB 25") "Accounting for Stock Issued to Employees".
Accordingly, compensation cost of stock options is measured as the excess, if
any, of the quoted market price of the Company's stock at the date of grant over
the option exercise price and is charged to operations over the vesting period.
See Note 16 for pro forma information relating to treatment of the Company's
stock option plans under Statement of Financial Accounting Standards No. 123,
("SFAS 123") "Accounting for Stock-Based Compensation".

                                       62

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Segment Reporting

     In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosure about Segments of an Enterprise and Related Information," segments
have been identified based upon management responsibility. Management has
identified cable services as the Company's one reportable segment.

   Reclassifications

     Certain reclassifications have been made to prior year's amounts to conform
to the current year's presentation.

   Recent Accounting Pronouncements

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, ("SFAS 141") "Business Combinations" and No. 142, ("SFAS 142")
"Goodwill and Other Intangible Assets". SFAS 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method. Adoption of SFAS 141 on July 1, 2001 had no effect on the
Company's results of operations or financial position as the Company accounts
for all acquisitions under the purchase method. Under SFAS 142, goodwill and
intangible assets with indefinite lives are no longer amortized but reviewed
annually for impairment (or more frequently if impairment indicators arise).
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives. The Company adopted this
standard effective January 1, 2002 and is evaluating its goodwill and other
specifically identifiable intangibles for impairment in accordance with the
standard's guidance. The Company is also currently evaluating whether franchise
licenses qualify as indefinite life intangibles under the new standard. If the
Company concludes that franchise licenses are indefinite life intangible assets,
they will no longer be amortized. Amortization of goodwill and franchise
licenses was approximately $96.9 million for the year ended December 31, 2001.
The Company acquired cable systems in June and July 2001, so the amortization of
goodwill and franchise licenses for the year ended December 31, 2001 does not
incorporate the full-year impact of those transactions. For the year ending
December 31, 2002, if the Company concludes that goodwill and franchise licenses
are indefinite life intangible assets, its preliminary estimate is that the
adoption of SFAS 142 will reduce amortization expense in its consolidated
statements of operations by approximately $112.0 million.

     In July 2001, the FASB issued SFAS No. 143 ("SFAS 143"), Accounting for
Asset Retirement Obligations, which addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 will become effective for fiscal
years beginning after June 15, 2002. The Company does not expect adoption of
SFAS 143 will have a material impact on its results of operations or financial
position.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, ("SFAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets". This statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and provides guidance on
classification and accounting for such assets when held for sale or abandonment.
SFAS 144 is effective for fiscal years beginning after December 15, 2001. The
Company adopted this standard effective January 1, 2002 and does not expect a
material impact on the Company's results of operations or financial position.

(3)  Loss per Share

     The Company calculates loss per share in accordance with Statement
Financial of Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share."
SFAS 128 computes basic loss per share by dividing the net loss by the weighted
average number of shares of common stock outstanding during the period. Diluted
loss per share is computed by dividing the net loss by the weighted average
number of shares of common stock outstanding during the period plus the effects
of any potentially dilutive securities. The Company does not have any additional
securities outstanding that would have a dilutive effect on the weighted average
common shares outstanding. The effects of stock options and convertible debt
were anti-dilutive because the Company generated net losses for the periods
presented. Accordingly, diluted loss per share equaled basic loss per share.

                                       63

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following table summarizes the Company's calculation of basic and
diluted loss per share for the years ended December 31, 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                                                      2001         2000        1999
                                                   ---------    ---------    --------
                                                (in thousands, except per share amounts)
<S>                                                <C>          <C>          <C>
Net loss ....................................      $(190,876)   $(149,847)   $(81,320)
Basic and diluted loss per share ............      $   (1.80)   $   (1.79)   $  (7.82)
Weighted average common shares outstanding...        105,780       83,803      10,404
</TABLE>

     The weighted average shares outstanding for the year ended December 31,
1999 and prior to the initial public offering in February 2000 is computed based
on the conversion ratio used to exchange Mediacom LLC's membership units for
shares of MCC's common stock upon MCC's initial public offering. (See Note 15).

(4)  Acquisitions

     The Company has completed the undernoted acquisitions (the "Acquired
Systems") in 2001, 2000 and 1999. These acquisitions were made to increase the
cable network of the Company. These acquisitions were accounted for using the
purchase method of accounting, and accordingly, the purchase price of these
Acquired Systems has been allocated to the assets acquired and liabilities
assumed at their estimated fair values at their respective date of acquisition.
The results of operations of the Acquired Systems have been included with those
of the Company since the dates of acquisition.

   2001

     On June 29, 2001, the Company acquired cable systems serving approximately
94,000 subscribers in the state of Missouri from affiliates of AT&T Broadband,
LLC, for a purchase price of approximately $300.0 million. The purchase price
has been preliminarily allocated as follows: approximately $82.2 million to
property, plant and equipment and approximately $217.8 million to franchise
costs and subscriber lists. Such allocations are subject to adjustments
based upon the final appraisal information to be received by the Company. This
acquisition was financed with a portion of the net proceeds from the Company's
public offering of 29.9 million shares of Class A common stock (See Note 8).

     On July 18, 2001, the Company acquired cable systems serving approximately
706,000 basic subscribers in the states of Georgia, Illinois and Iowa from
affiliates of AT&T Broadband, LLC, for an aggregate purchase price of
approximately $1.77 billion. The purchase price has been preliminarily allocated
as follows: approximately $478.9 million to property, plant and equipment and
approximately $1.29 billion to franchise costs and subscriber lists. Such
allocations are subject to adjustments based upon the final appraisal
information to be received by the Company. This acquisition was financed with a
portion of the net proceeds from the Company's public offerings of 29.9 million
shares of Class A common stock and 5 1/4% convertible senior notes due 2006, the
net proceeds of the 11% senior notes due 2013 and borrowings under the Company's
subsidiary credit facilities (See Notes 7 and 8).

     The opening balance sheet for the cable systems acquired in 2001 is as
follows (dollars in thousands):

Accounts receivable ....................................            $    5,758
Intangible assets ......................................             1,551,188
Property, plant and equipment ..........................               562,646
Accrued expenses .......................................                (6,256)
                                                                    ----------
    Total ..............................................            $2,113,336
                                                                    ==========

                                       64

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   2000

     During 2000, the Company completed nine acquisitions of cable systems
serving 53,000 basic subscribers for an aggregate purchase price of $109.2
million. The cable systems serve communities in the states of Alabama, Illinois,
Iowa, Kentucky, Minnesota and South Dakota. The aggregate purchase price has
been allocated as follows: approximately $49.4 million to property, plant and
equipment and approximately $59.8 million to intangible assets. These
acquisitions were financed with borrowings under the Company's subsidiary credit
facilities (See Note 7).

   1999

     On October 15, 1999, the Company acquired the stock of Zylstra
Communications Corporation (the "Zylstra Systems"), for a purchase price of
approximately $19.5 million. Zylstra owned and operated cable systems serving
approximately 14,000 subscribers in Iowa, Minnesota and South Dakota. The
purchase price has been allocated as follows: $7.8 million to property, plant
and equipment and $11.7 million to intangible assets. The Zylstra acquisition
was financed with borrowings under the Company's credit facilities (See Note 7).

     On November 5, 1999, the Company acquired the assets of cable systems owned
by Triax Midwest Associates, L.P. (the "Triax Systems"), for a purchase price of
approximately $740.1 million. The Triax Systems served approximately 344,000
subscribers primarily in Illinois, Indiana, and Minnesota. The purchase price
has been allocated based on an independent appraisal as follows: $198.3 million
to property, plant and equipment and $541.8 million to intangible assets.

     Summarized below are the pro forma unaudited results of operations for the
years ended December 31, 2001 and 2000, assuming the purchase of the AT&T cable
systems and the systems acquired in 2000, had been consummated as of January 1,
2000. Pro forma unaudited results of operations for the year ended December 31,
1999 assumes the purchase of the systems acquired in 2000 and 1999 had been
consummated as of January 1, 1999. Adjustments have been made to: (i)
depreciation and amortization reflecting the fair value of the assets acquired;
and (ii) interest expense reflecting the debt incurred to finance the
acquisitions. The pro forma results may not be indicative of the results that
would have occurred if the acquisitions had been completed on the date indicated
or which may be obtained in the future.

<TABLE>
<CAPTION>
                                                     2001         2000         1999
                                                  ---------    ---------    ---------
                                                      (in thousands, except per
                                                            share amounts)
                                                             (unaudited)
<S>                                               <C>          <C>          <C>
Revenues ......................................   $ 839,225    $ 787,932    $ 318,086
Operating loss ................................     (85,560)     (79,564)     (39,013)
Net loss ......................................    (272,269)    (350,890)    (139,005)
Basic and diluted loss per share ..............   $   (2.57)   $   (4.19)   $  (13.36)
  Weighted average common shares outstanding...     105,780       83,803       10,404
</TABLE>

                                       65

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)  Property, Plant and Equipment

     As of December 31, 2001 and 2000, property, plant and equipment consisted
of:

                                                          2001          2000
                                                       ----------    ---------
                                                       (dollars in thousands)
Land and land improvements .........................   $      945    $     578
Buildings and leasehold improvements ...............       13,439       12,024
Cable systems, equipment and subscriber devices ....    1,603,041      802,450
Vehicles ...........................................       24,669       17,898
Furniture, fixtures and office equipment ...........       12,704        8,599
                                                       ----------    ---------
                                                        1,654,798      841,549
Accumulated depreciation ...........................     (374,268)    (204,617)
                                                       ----------    ---------
Property, plant and equipment, net .................   $1,280,530    $ 636,932
                                                       ==========    =========

     Depreciation expense for the years ended December 31, 2001, 2000 and 1999
was approximately $185.1 million, $107.0 million and $59.2 million,
respectively.

(6)  Intangible Assets

     The following table summarizes the net asset value for each intangible
asset category as of December 31, 2001 and 2000:

                                                          2001          2000
                                                       ----------    ---------
                                                       (dollars in thousands)
Franchising costs ..................................   $2,241,783    $ 651,952
Goodwill ...........................................       19,514       19,514
Subscriber lists ...................................      135,096      134,024
Covenants not to compete ...........................        5,700        5,700
                                                       ----------    ---------
                                                        2,402,093      811,190
Accumulated amortization ...........................     (250,288)    (125,181)
                                                       ----------    ---------
Intangible assets, net .............................   $2,151,805    $ 686,009
                                                       ==========    =========

     Amortization expense for the years ended December 31, 2001, 2000 and 1999
was approximately $125.7 million, $71.3 million and $41.9 million, respectively.

(7)  Debt

     As of December 31, 2001 and 2000, debt consisted of:

                                                          2001         2000
                                                       ----------    --------
                                                       (dollars in thousands)
Bank credit facilities..............................   $1,400,500    $662,000
8 1/2% senior notes.................................      200,000     200,000
7 7/8% senior notes.................................      125,000     125,000
9 1/2% senior notes.................................      500,000          --
11% senior notes....................................      400,000          --
5 1/4% convertible senior notes.....................      172,500          --
                                                       ----------    --------
                                                       $2,798,000    $987,000
                                                       ==========    ========

                                       66

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Bank Credit Facilities

     On September 30, 1999, operating subsidiaries of Mediacom LLC entered into
a $550.0 million senior secured credit facility, consisting of a $450.0 million
reducing revolving credit facility and a $100.0 million term loan (the "Mediacom
USA Credit Agreement"). The revolving credit facility expires on March 31, 2008,
and is subject to earlier expiration on June 30, 2007 if Mediacom LLC does not
refinance the 8 1/2% Senior Notes by March 31, 2007. The term loan is due and
payable on September 30, 2008, and is subject to repayment on September 30, 2007
if Mediacom LLC does not refinance the 8 1/2% Senior Notes by March 31, 2007.
The revolving credit facility makes available a maximum commitment amount for a
period of up to eight and one-half years, which is subject to quarterly
reductions, beginning September 30, 2002, ranging from 1.25% to 17.50% of the
original commitment amount of the revolver. The Mediacom USA Credit Agreement
requires mandatory reductions of the revolving credit facility from excess cash
flow, as defined therein, beginning December 31, 2002. The Mediacom USA Credit
Agreement provides for interest at varying rates based upon various borrowing
options and the attainment of certain financial ratios, and for commitment fees
of 1/4% to 3/8% per annum on the unused portion of available credit under the
reducing revolver credit facility. Interest on outstanding revolver loans is
payable at either the eurodollar rate plus a floating percentage ranging from
0.75% to 2.25% or the base rate plus a floating percentage ranging from 0% to
1.25%. Interest on the term loan is payable at either the eurodollar rate plus a
floating percentage ranging from 2.50% to 2.75% or the base rate plus a floating
rate percentage ranging from 1.50% to 1.75%.

     On November 5, 1999, operating subsidiaries of Mediacom LLC entered into a
$550.0 million senior secured credit facility, consisting of a $450.0 million
reducing revolving credit facility and a $100.0 million term loan (the "Mediacom
Midwest Credit Agreement"). The revolving credit facility expires on June 30,
2008, and is subject to earlier expiration on September 30, 2007 if Mediacom LLC
does not refinance the 8 1/2% Senior Notes by March 31, 2007. The term loan is
due and payable on December 31, 2008, and is subject to repayment on December
31, 2007 if Mediacom LLC does not refinance the 8 1/2% Senior Notes by March 31,
2007. The revolving credit facility makes available a maximum commitment amount
for a period of up to eight and one-half years, which is subject to quarterly
reductions, beginning September 30, 2002, ranging from 1.25% to 8.75% of the
original commitment amount of the revolver. The Mediacom Midwest Credit
Agreement requires mandatory reductions of the revolving credit facility from
excess cash flow, as defined therein, beginning December 31, 2002. The Mediacom
Midwest Credit Agreement provides for interest at varying rates based upon
various borrowing options and the attainment of certain financial ratios, and
for commitment fees of 1/4% to 3/8% per annum on the unused portion of available
credit under the reducing revolver credit facility. Interest on the outstanding
revolver loans is payable at either the eurodollar rate plus a floating
percentage ranging from 0.75% to 2.25% or the base rate plus a floating
percentage ranging from 0% to 1.25%. Interest on the term loan is payable at
either the eurodollar rate plus a floating percentage ranging from 2.50% to
2.75% or the base rate plus a floating rate percentage ranging from 1.50% to
1.75%.

     On July 18, 2001, the operating subsidiaries of Mediacom Broadband LLC
entered into a $1.4 billion senior secured credit facility, consisting of a
$600.0 million revolving credit facility, a $300.0 million tranche A term loan
and a $500.0 million tranche B term loan ("Mediacom Broadband Credit Agreement"
and together with the Mediacom USA Credit Agreement and the Mediacom Midwest
Credit Agreement, the "Bank Credit Agreements"). The revolving credit facility
expires on March 31, 2010, and commitments under the revolving credit facility
are subject to quarterly reductions beginning on December 31, 2004, ranging from
2.00% to 8.00% of the original commitment amount of the revolver. The tranche A
term loan matures on March 31, 2010 and the tranche B term loan matures on
September 30, 2010. The term loans are payable in quarterly installments
beginning on September 30, 2004. The Mediacom Broadband Credit Agreement
requires mandatory reductions of the revolving credit facility from excess cash
flow, as defined therein, beginning December 31, 2004. The Mediacom Broadband
Credit Agreement provides for interest at varying rates based upon various
borrowing options and the attainment of certain financial ratios, and for
commitment fees of 3/8% to 5/8% per annum on the unused portion of available
credit under the revolving credit facility. Interest on outstanding revolving
loans and the tranche A term loan is payable at either the eurodollar rate plus
a floating percentage ranging from 1.00% to 2.50% or the base rate plus a
floating percentage ranging from 0.25% to 1.50%. Interest on the tranche B term
loan is payable at either the eurodollar rate plus a floating percentage ranging
from 2.50% to 2.75% or the base rate plus a floating percentage ranging from
1.50% to 1.75%.

                                       67

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Bank Credit Agreements require the Company to maintain compliance with
certain financial covenants including, but not limited to, leverage, interest
coverage and pro forma debt service coverage or debt service coverage ratios, as
defined therein. The Bank Credit Agreements also require compliance with other
covenants including, but not limited to, limitations on mergers and
acquisitions, consolidations and sales of certain assets, liens, the incurrence
of additional indebtedness, certain restrictive payments, and certain
transactions with affiliates. The Company was in compliance with all covenants
of the Bank Credit Agreements as of December 31, 2001.

     The Mediacom USA Credit Agreement and the Mediacom Midwest Credit Agreement
are secured by Mediacom LLC's pledge of all its ownership interests in its
operating subsidiaries and is guaranteed by Mediacom LLC on a limited recourse
basis to the extent of such ownership interests. The Mediacom Broadband Credit
Agreement is secured by Mediacom Broadband LLC's pledge of all its ownership
interests in its operating subsidiaries and is guaranteed by Mediacom Broadband
LLC on a limited recourse basis to the extent of such ownership interests. At
December 31, 2001, the Company had $1.1 billion of unused bank commitments under
the Bank Credit Agreements, of which over $800.0 million could be borrowed and
used for general corporate purposes under the most restrictive covenants in the
Company's debt arrangements.

     The average interest rate on debt outstanding under the Bank Credit
Agreements was 4.5% and 8.3% for the three months ended December 31, 2001 and
December 31, 2000, respectively, before giving effect to the interest rate swap
agreements discussed below.

     The Company uses interest rate swap agreements in order to fix the interest
rate for the duration of the contract to hedge against interest rate volatility.
As of December 31, 2001, the Company had interest rate exchange agreements with
various banks pursuant to which the interest rate on $170.0 million is fixed at
a weighted average swap rate of approximately 6.7%, plus the average applicable
margin over the eurodollar rate option under the bank credit agreements. Under
the terms of the interest rate exchange agreements, which expire from 2002
through 2004, the Company is exposed to credit loss in the event of
nonperformance by the other parties to the interest rate exchange agreements.
However, the Company does not anticipate nonperformance by the counterparties.

     The fair value of the swaps is the estimated amount that the Company would
receive or pay to terminate the swaps, taking into account current interest
rates and the current creditworthiness of the swap counterparties. At December
31, 2001, the Company would have paid approximately $10.1 million if the swaps
were terminated, inclusive of accrued interest.

   Senior Notes

     On April 1, 1998, Mediacom LLC and its wholly-owned subsidiary, Mediacom
Capital Corporation, a New York corporation, jointly issued $200.0 million
aggregate principal amount of 8 1/2% senior notes due on April 2008 (the "8 1/2%
Senior Notes"). The 8 1/2% Senior Notes are unsecured obligations of Mediacom
LLC, and the indenture for the 8 1/2% Senior Notes stipulates, among other
things, restrictions on incurrence of indebtedness, distributions, mergers and
asset sales and has cross-default provisions related to other debt of Mediacom
LLC. Mediacom LLC was in compliance with the indenture governing the 8 1/2%
Senior Notes as of December 31, 2001.

     On February 26, 1999, Mediacom LLC and Mediacom Capital Corporation jointly
issued $125.0 million aggregate principal amount of 7 7/8% senior notes due on
February 2011 (the "7 7/8% Senior Notes"). The 7 7/8% Senior Notes are unsecured
obligations of Mediacom LLC, and the indenture for the 7 7/8% Senior Notes
stipulates, among other things, restrictions on incurrence of indebtedness,
distributions, mergers and asset sales and has cross-default provisions related
to other debt of Mediacom LLC. Mediacom LLC was in compliance with the indenture
governing the 7 7/8% Senior Notes as of December 31, 2001.

                                       68

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On January 24, 2001, Mediacom LLC and its wholly-owned subsidiary, Mediacom
Capital Corporation, completed an offering of $500.0 million of 9 1/2% senior
notes due January 2013 (the "9 1/2% Senior Notes"). The 9 1/2% Senior Notes are
unsecured obligations of Mediacom LLC, and the indenture for the 9 1/2% Senior
Notes stipulates, among other things, restrictions on incurrence of
indebtedness, distributions, mergers, and asset sales and has cross-default
provisions related to other debt of Mediacom LLC. Mediacom LLC was in compliance
with the indenture governing the 9 1/2% Senior Notes as of December 31, 2001.

     On June 29, 2001, Mediacom Broadband LLC and its wholly-owned subsidiary,
Mediacom Broadband Corporation, a Delaware corporation, completed an offering of
$400.0 million in aggregate principal amount of 11% senior notes due July 2013
(the "11% Senior Notes"). The 11% Senior Notes are unsecured obligations of
Mediacom Broadband, and the indenture for the 11% Senior Notes stipulates, among
other things, restrictions of incurrence of indebtedness, distributions, mergers
and assets sales and has cross-default provisions related to other debt of
Mediacom Broadband. Mediacom Broadband was in compliance with the indenture
governing the 11% Senior Notes as of December 31, 2001.

   Convertible Senior Notes

     On June 27, 2001, the Company issued $172.5 million aggregate principal
amount of 5 1/4% convertible senior notes ("Convertible Senior Notes") due July
2006. The Convertible Senior Notes are convertible at any time at the option of
the holder into the Company's Class A common stock at an initial conversion rate
of 53.4171 shares per $1,000 principal amount of notes, which is equivalent to a
price of $18.72 per share. The conversion rate is subject to adjustment as
specified in the indenture governing the Convertible Senior Notes. The Company
may redeem the Convertible Senior Notes at 101.313% of par value from July 5,
2004 through June 30, 2005 and at par value thereafter.

   Fair Value and Debt Maturities

     The fair value of the Company's debt is estimated based on the current
rates offered to the Company for debt of the same remaining maturities. The fair
value of the senior bank debt approximates the carrying value. The fair value at
December 31, 2001 of the 8 1/2% Senior Notes, the 7 7/8% Senior Notes, the 9
1/2% Senior Notes and the 11% Senior Notes was approximately $206.0 million,
$121.0 million, $523.0 million and $436.0 million, respectively. The fair value
at December 31, 2001 of the Convertible Senior Notes was approximately $206.0
million.

     The stated maturities of all debt outstanding as of December 31, 2001 are
as follows (dollars in thousands):

2002.............................................................    $      750
2003.............................................................         2,000
2004.............................................................        10,500
2005.............................................................        37,000
2006.............................................................       280,000
Thereafter ......................................................     2,467,750
                                                                     ----------
                                                                     $2,798,000
                                                                     ==========

(8)  Stockholders' Equity

     On February 9, 2000, MCC completed an initial public offering of 20.0
million shares of Class A common stock at $19.00 per share. The net proceeds,
after underwriting discounts and other expenses of approximately $25.9 million,
were $354.1 million. Immediately prior to the completion of the initial public
offering, MCC issued 40,657,010 shares of Class A common stock and 29,342,990
shares of Class B common stock in exchange for all the outstanding membership
interests in Mediacom LLC.

                                       69

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In May 2000, the Company announced that its Board of Directors had
authorized a repurchase program pursuant to which MCC may purchase up to $50.0
million of its Class A common stock, in the open market or through privately
negotiated transactions, subject to certain restrictions and market conditions.
During 2000, MCC repurchased 80,000 shares of its Class A common stock for an
aggregate cost of $0.7 million at share prices ranging from $8.00 to $10.75 per
share. MCC did not repurchase any shares of its Class A common stock during
2001.

     On June 27, 2001, MCC completed a public offering of 29.9 million shares of
its Class A common stock at $15.22 per share. The net proceeds, after
underwriting discounts and other expenses of approximately $22.2 million, were
$432.9 million.

     The Company maintains Employee Stock Purchase Plans ("ESPP"). Under the
plans, all employees are allowed to participate in the purchase of MCC's Class A
Common Stock at a 15% discount on the date of the allocation. Shares purchased
by employees amounted to 35,000 and 24,000 in 2001 and 2000, respectively. The
net proceeds to the Company were $0.5 million and $0.3 million in 2001 and 2000,
respectively. Compensation was not recorded on the distribution of these shares
in accordance with APB No. 25.

(9)  Income Tax

     Income tax expense relates to minimum state and local taxes and capital
taxes that the Company is required to pay in certain jurisdictions. There is no
income tax expense in 1999 since Mediacom LLC, the predecessor company to MCC,
was a New York limited liability company and not subject to federal or state
income taxes. At December 31, 2001, the Company had net operating loss
carry-forwards of approximately $436.5 million which will expire in the years
2020 through 2021. The tax benefit of such operating loss carry-forwards will be
credited to income when realization is considered more likely than not.

     The reconciliation of the income tax expense at the United States federal
statutory rate to the actual income tax expense is as follows (dollars in
thousands):

                                                            2001        2000
                                                          --------    --------
Tax benefit at the United States statutory rate........   $(66,201)   $(52,359)
Compensation due to issuance of stock..................         --      11,423
State taxes, net of federal tax benefit................        774         250
Other..................................................         --           5
Losses not benefited...................................     65,514      40,931
                                                          --------    --------
     Total income tax expense..........................   $     87    $    250
                                                          ========    ========

     The Company's net deferred tax liability consists of the following (dollars
in thousands):

Deferred tax asset:                                         2001        2000
                                                          ---------   --------
     Deferred revenue..................................   $     587   $ 13,949
     Unrealized loss on marketable securities..........      11,527     11,698
     Reserves and other................................       6,254      2,306
     Net operating loss carry-forwards.................     174,591     40,931
                                                          ---------   --------
Gross tax assets.......................................     192,959     68,884
     Less: Valuation allowance.........................    (121,586)   (40,641)
                                                          ---------   --------
Deferred tax assets....................................      71,373     28,243
Deferred tax liabilities:
     Book over tax basis of depreciable assets.........      76,501     34,058
Deferred tax liability.................................      76,501     34,058
                                                          ---------   --------
Net deferred tax liability.............................   $   5,128   $  5,815
                                                          =========   ========

                                       70

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(10) Related Party Transactions

     Prior to MCC's initial public offering in February 2000, separate
management agreements between Mediacom Management Corporation ("Mediacom
Management"), a Delaware corporation, and each of Mediacom LLC's operating
subsidiaries provided for Mediacom Management to be paid compensation for
management services performed for the Company. In connection with an amendment
to Mediacom LLC's operating agreement, Mediacom Management agreed to waive all
management fees incurred from July 1, 1999 through November 19, 1999 by Mediacom
LLC's operating subsidiaries in the amount of approximately $2.8 million. The
amount waived is included in capital contributions in the consolidated balance
sheets. Upon MCC's initial public offering in February 2000, all management
agreements with Mediacom Management were terminated. The Company incurred
management fees under the management agreements of Mediacom Management of
approximately $0.6 million and $7.0 million (including the $2.8 million waived)
for the years ended December 31, 2000 and 1999, respectively.

     Also in connection with this amendment to the operating agreement, the
Company recorded a deferred stock expense in 1999 of approximately $25.1 million
for which additional membership units of Mediacom LLC were issued to the sole
owner of Mediacom Management (the "Manager"), who is the Chairman and Chief
Executive Officer of MCC. This deferred expense represented the future benefit
of reduced management fees. During 1999, the Company recorded a non-cash stock
charge of approximately $0.6 million in its consolidated statements of
operations for the amortization of the future benefit. The remaining balance of
approximately $24.5 million was recognized as a non-cash stock charge relating
to corporate expense during the year ended December 31, 2000 as a result of
MCC's initial public offering and the termination of all management agreements
with Mediacom Management. (See Note 15).

     Mediacom Management also agreed to waive its right to all future
acquisition fees, including the $3.8 million fee related to certain 1999
acquisitions. Acquisition fees are included in other expenses in the
consolidated statements of operations. Mediacom Management is wholly-owned by
the Chairman and Chief Executive Officer of MCC.

     The law firm of one of the Company's directors performs various legal
services for the Company. For the years ended December 31, 2001, 2000 and 1999,
the Company paid approximately $3.4 million, $1.4 million and $0.8 million for
services performed, respectively.

(11) Employee Benefit Plans

     Substantially all employees of the Company are eligible to participate in a
deferred arrangement pursuant to the Internal Revenue Code Section 401(k) (the
"Plan"). Under such arrangement, eligible employees may contribute up to 15% of
their current pre-tax compensation to the Plan. The Plan permits, but does not
require, matching contributions and non-matching (profit sharing) contributions
to be made by the Company up to a maximum dollar amount or maximum percentage of
participant contributions, as determined annually by the Company. The Company
presently matches 50% on the first 6% of employee contributions. The Company's
contributions under the Plan totaled approximately $1.1 million, $0.6 million
and $0.3 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

                                       71

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(12) Commitments and Contingencies

     Under various lease and rental agreements for offices, warehouses and
computer terminals, the Company had rental expense of approximately $4.7
million, $2.5 million and $1.3 million for the years ended December 31, 2001,
2000 and 1999, respectively. Future minimum annual rental payments are as
follows (dollars in thousands):

2002.................................................................   $13,277
2003.................................................................     2,493
2004.................................................................     1,767
2005.................................................................     1,265
2006.................................................................     1,024

     In addition, the Company rents utility poles in its operations generally
under short-term arrangements, but the Company expects these arrangements to
recur. Total rental expense for utility poles was approximately $4.6 million,
$3.0 million and $1.8 million for the years ended December 31, 2001, 2000 and
1999, respectively.

     As of December 31, 2001, approximately $4.0 million of letters of credit
were issued in favor of various parties to secure the Company's performance
relating to insurance and franchise requirements and pole rentals.

   Legal Proceedings

     There are no material pending legal proceedings to which the Company is a
party or to which any of the Company's properties are subject.

(13) SoftNet

     As of December 31, 2000, deferred revenue resulting from the Company's
receipt of shares of SoftNet Systems, Inc. common stock amounted to
approximately $30.2 million, net of amortization taken. The Company recognized
revenue of approximately $0.3 million, $2.5 million and $0.1 million for the
years ended December 31, 2001, 2000 and 1999, respectively. As of January 31,
2001, the Company formally terminated its relationship with SoftNet in all
material respects. As a result of the termination of the SoftNet Systems
relationship in 2001, the Company recognized the remaining deferred revenue of
approximately $29.9 million as other income in the consolidated statements of
operations.

     For the years ended December 31, 2001 and 2000, relating to the decline in
value of the Company's investment in SoftNet common stock that was deemed other
than temporary, the Company recorded a non-cash charge of approximately $0.3
million and $28.5 million as a realized loss in other (income) expenses in its
consolidated statements of operations.

(14) Employment Arrangements

     During 1999, the Company recorded a deferred non-cash stock expense of
approximately $27.0 million relating to the grant of membership units of
Mediacom LLC to certain members of management for past and future services.
These units vest over five years and are subject to forfeiture penalties during
the three year period between the date the membership units become vested and
the date the employee leaves the Company. Upon MCC's initial public offering,
all outstanding membership units were redeemed and converted to common shares of
MCC. Forfeited shares will revert to the manager (as defined in Note 15). During
2000, forfeited shares valued at approximately $0.2 million were reverted to the
manager. For the years ended December 31, 2001, 2000 and 1999, Mediacom LLC
recorded a non-cash stock charge of approximately $2.9 million, $3.8 million and
$14.8 million, respectively, in its consolidated statements of operations,
relating to the vested and non-forfeitable shares or membership units. As of
December 31, 2001 and 2000, the balance of approximately $5.3 million and $8.2
million, respectively, relating to the non-vested and forfeitable shares, was
recorded as additional paid-in capital in the consolidated balance sheets and is
being amortized as a non-cash stock expense over a period of five to eight years
(See Note 15).

                                       72

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(15) Events Relating to Initial Public Offering

     Prior to MCC's initial public offering on February 9, 2000, additional
membership interests were issued to all members of Mediacom LLC in accordance
with a formula set forth in the amended and restated operating agreement, which
was based upon a valuation of Mediacom LLC established at the time of the
initial public offering. A provision in the operating agreement eliminated a
certain portion of the special allocation of membership interests awarded to
certain members of the management team based upon a valuation of Mediacom LLC.
In connection with the removal of these specified special allocation provisions
and the amendments to Mediacom LLC's management agreements with Mediacom
Management effective November 19, 1999 (See Note 10), certain members of the
management team were issued new membership interests in Mediacom LLC immediately
prior to the initial public offering representing 16.5% of the aggregate equity
value of Mediacom LLC. These newly issued membership interests were exchanged
for shares of MCC Class B common stock immediately prior to the completion of
the initial public offering.

     The management agreements between Mediacom Management and each of MCC's
operating subsidiaries were terminated at the time of the initial public
offering and Mediacom Management's employees became MCC's employees and its
corporate expense became MCC's corporate expense. The management fee expenses
recorded prior to the initial public offering are reflected as corporate
expenses in the consolidated statements of operations.

     As a result of the initial public offering and the termination of the
management agreements with Mediacom Management, a deferred non-cash stock
expense of $24.5 million was recorded, relating to future benefits associated
with a reduction of management fees under prior management agreements. This
charge was recorded for the year ended December 31, 2000 as a non-cash stock
charge relating to corporate expense in the consolidated statements of
operations. Mediacom Management is wholly-owned by the Chairman and Chief
Executive Officer of MCC who is also defined as the manager.

(16) Stock Options

     As of December 20, 1999, the Board of Directors of the Company adopted the
1999 Stock Option Plan for officers, directors and employees. Options granted
under this plan have a ten year life and vest at various times over a five year
period. Our Board of Directors authorized 9,000,000 shares of common stock to be
granted as options under this plan. A maximum of 7,000,000 of these shares of
common stock may be granted as incentive stock options. As of December 31, 2001,
options for 3,789,120 shares (the "Employee Options") had been granted under the
1999 Stock Option Plan, consisting of 2,840,228 shares of Class A common stock
and 948,892 shares of Class B common stock.

     In addition to the above stock option grants, immediately prior to the
completion of the initial public offering, certain members of the management
team received options to purchase 7,200,000 shares of Class B common stock in
exchange for the elimination of the balance of the provision providing for a
special allocation of membership interests in Mediacom LLC. With the exception
of such options held by the manager to purchase approximately 6,900,000 shares
of common stock, such options: (i) vest over five years which vesting period is
deemed to have commenced for these certain members of the management team on
various dates prior to the initial public offering; and (ii) are subject to
forfeiture penalties to the manager during the three year period between the
date the options become vested and the date such member of the management team
terminates employment with the Company. The options to purchase 6,900,000 shares
of common stock held by the manager were fully vested upon completion of the
initial public offering.

                                       73

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following table summarizes information concerning stock option activity
for the years ended December 31, 2001 and 2000:

                                                                 Weighted
                                                                 Average
                                                                 Exercise
                                                      Shares      Price
                                                    ----------   --------
Outstanding at January 1, 2000..................            --        --
Granted.........................................    10,211,000    $18.93
Exercised.......................................            --        --
Forfeited.......................................      (303,990)    19.00
                                                    ----------    ------
Outstanding at December 31, 2000................     9,907,010    $18.93
Granted.........................................       778,120     17.24
Exercised.......................................        (2,700)    19.00
Forfeited.......................................      (173,835)    18.41
                                                    ----------    ------
Outstanding at December 31, 2001................    10,508,595    $18.81
                                                    ==========    ======

     The Company had options exercisable amounting to 8,497,496 and 8,187,041,
with average prices of $18.98 and $19.00 at December 31, 2001 and 2000,
respectively. The weighted average fair value of options granted was $8.61 and
$10.13 for the years ended December 31, 2001, and 2000, respectively.

     MCC applied APB 25 in accounting for stock options granted to employees and
directors. Accordingly, no compensation cost has been recognized for any option
grants in the accompanying consolidated statements of operations since the price
of the options was at their fair market value at the date of grant. SFAS 123,
requires that information be determined as if the Company had accounted for
employee stock options under the fair value method of this statement, including
disclosing pro forma information regarding net loss and loss per share. The
weighted average fair value of all of the Employee Options was estimated on the
date of grant using the Black-Scholes model with the following weighted average
assumptions: (i) risk free average interest rate of 4.7% and 6.2% for the years
ended December 31, 2001 and 2000, respectively; (ii) expected dividend yields of
0%; (iii) expected lives of 6 years; and (iv) expected volatility of 45%. Had
compensation costs been recorded for the Employee Options under SFAS 123, MCC's
net loss and basic and diluted loss per share would have been increased from the
"as reported" amounts to the "pro forma" amounts as follows:

                                                    Years Ended December 31,
                                                    ------------------------
                                                      2001           2000
                                                    ---------      ---------
                                                     (in thousands, except
                                                       per share amounts)
Net loss:
     As reported.................................   $(190,876)     $(149,847)
     Pro forma...................................   $(194,972)     $(159,499)
Basic and diluted loss per share:
     As reported.................................   $   (1.80)     $   (1.79)
     Pro forma...................................   $   (1.84)     $   (1.90)

     Excluded from the above pro forma calculation are the 7,200,000 additional
stock options issued to certain members of the management team discussed above
since these options were issued in exchange for consideration representing their
fair value.

                                       74

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following table summarizes information concerning stock options
outstanding as of December 31, 2001:

<TABLE>
<CAPTION>
                                   Options Outstanding                  Options Exercisable
                        ------------------------------------------   -------------------------
                                              Weighted
                                              Average     Weighted       Number       Weighted
Range of                     Number          Remaining    Average    Exercisable at   Average
Exercise                 Outstanding at     Contractual   Exercise    December 31,    Exercise
Prices                  December 31, 2001      Life        Price          2001         Price
--------                -----------------   -----------   --------   --------------   --------
<S>                        <C>              <C>            <C>          <C>            <C>
$7.00 to $12.00......          56,000       8.25 years     $ 7.54          11,200      $ 7.54
$12.01 to $18.00.....         713,185       9.25 years      17.06           7,000       16.18
$18.01 to $22.00.....       9,739,410       4.41 years      19.00       8,479,296       19.00
                           ----------       ----------                  ---------
                           10,508,595       4.76 years                  8,497,496
                           ==========       ==========                  =========
</TABLE>

(17) Selected Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                           First     Second      Third     Fourth
                                          Quarter    Quarter    Quarter    Quarter
                                          --------   --------   --------   --------
                                           (in thousands, except per share amounts)
2001
----
<S>                                       <C>        <C>        <C>        <C>
Revenues...........................       $ 90,334   $ 93,067   $192,937   $213,649
Operating loss.....................         (9,982)   (10,101)    (8,854)   (33,555)
Net loss before cumulative effect
 of accounting change..............         (2,935)   (32,718)   (65,262)   (88,319)
Net loss...........................         (4,577)   (32,718)   (65,262)   (88,319)
Basic and diluted loss per share
 before cumulative effect of
 accounting change.................          (0.03)     (0.35)     (0.50)     (0.74)
Basic and diluted loss per
 share(a)..........................          (0.05)     (0.35)     (0.54)     (0.74)
Weighted average common
 shares outstanding................         89,956     92,921    119,876    119,882

2000
----
Revenues...........................       $ 77,440   $ 82,595   $ 84,478   $ 87,537
Operating loss.....................        (30,757)    (5,425)    (5,665)    (8,771)
Net loss...........................        (54,226)   (18,708)   (22,965)   (53,948)
Basic and diluted loss per share...          (0.83)     (0.21)     (0.26)     (0.60)
Weighted average common
 shares outstanding................         65,223     89,974     89,936     89,944
</TABLE>
(a) The sum of quarterly earnings may not equal total year earnings per share
    due to the effect of the Company's public offering of its shares of its
    common stock during 2001.

                                       75

<PAGE>

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(18) Subsequent Events

     On February 4, 2002, the Company filed a registration statement the SEC
under which it may sell any combination of common and preferred stock, debt
securities, warrants and subscription rights for a maximum aggregate amount of
$1.5 billion. The SEC declared this registration statement effective on February
13, 2002.

     During February 2002, the Company completed the transition of its
high-speed Internet customers, which numbered over 112,000, to the Company's
new, proprietary Mediacom Online(SM) high-speed Internet service, from the
third-party provider Excite@Home. As part of the launch of Mediacom Online, the
Company signed a multi-year agreement with AT&T Corp. ("AT&T") under which AT&T
provides the Internet protocol network backbone and certain core Internet
support functions for its new service.

                                       76

<PAGE>

                                                                     Schedule II

              MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                          (All dollar amounts in 000's)

<TABLE>
<CAPTION>
                                                             Additions
                                                    ----------------------------
                                      Balance at     Charged to     Charged to
                                     beginning of      costs           other                     Balance at
                                        period      and expenses   accounts/(1)/   Deductions   end of period
                                     ------------   ------------   -------------   ----------   -------------
<S>                                     <C>            <C>            <C>           <C>            <C>
December 31, 1999
   Allowance for doubtful accounts
     Current receivables .........      $  298         $2,775         $    --       $ 2,301        $   772
   Acquisition reserves/(1)/
     Accrued expenses ............      $4,120         $1,530         $    --       $    --        $ 5,650

December 31, 2000
   Allowance for doubtful accounts
     Current receivables .........      $  772         $4,292         $    --       $ 4,132        $   932
   Acquisition reserves/(1)/
     Accrued expenses ............      $5,650         $2,134         $    --       $ 2,402        $ 5,382

December 31, 2001
   Allowance for doubtful accounts
     Current receivables .........      $  932         $9,826         $ 2,557       $10,072        $ 3,243
   Acquisition reserves/(1)/
     Accrued expenses ............      $5,382         $   --         $42,156       $10,959        $36,579
</TABLE>

----------
/(1)/ Additions were recorded in connection with purchase accounting.

                                       77

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None

                                       78

<PAGE>

                                    PART III
                                    --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item is incorporated by reference from our
Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by reference from our
Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is incorporated by reference from our
Proxy Statement for the 2002 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by reference from our
Proxy Statement for the 2002 Annual Meeting of Stockholders.

                                       79

<PAGE>

                                     PART IV
                                     -------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial Statements

     Our financial statements as set forth in the Index to Consolidated
Financial Statements under Part II, Item 8 of this Form 10-K are hereby
incorporated by reference.

(b)  Exhibits

     The following exhibits, which are numbered in accordance with Item 601 of
Regulation S-K, are filed herewith or, as noted, incorporated by reference
herein:

Exhibit
Number                        Exhibit Description
-------                       -------------------

2.1       Asset Purchase Agreement, dated April 29, 1999 between Mediacom LLC
          and Triax Midwest Associates, L.P./(1)/

2.2       Stock Purchase Agreement, dated May 25, 1999 among Mediacom LLC,
          Charles D. Zylstra, Kara M. Zylstra and Trusts created under the Will
          dated June 3, 1982 of Roger E. Zylstra, deceased, for the benefit of
          Charles D. Zylstra and Kara M. Zylstra/(2)/

2.3       Asset Purchase Agreement, dated February 26, 2001 among Mediacom
          Communications Corporation and the AT&T Broadband Parties (Central
          Missouri)/(3)/

2.4       Asset Purchase Agreement, dated February 26, 2001 among Mediacom
          Communications Corporation and the AT&T Broadband Parties
          (Georgia)/(3)/

2.5       Asset Purchase Agreement, dated February 26, 2001 among Mediacom
          Communications Corporation and the AT&T Broadband Parties
          (Iowa/Illinois)/(3)/

2.6       Asset Purchase Agreement, dated February 26, 2001 among Mediacom
          Communications Corporation and the AT&T Broadband Parties (Southern
          Illinois)/(3)/

3.1       Restated Certificate of Incorporation of Mediacom Communications
          Corporation/(4)/

3.2       By-laws of Mediacom Communications Corporation/(4)/

4.1       Form of certificate evidencing share of Class A common stock/(4)/

4.2       Indenture relating to 8 1/2% senior notes due 2008 of Mediacom LLC and
          Mediacom Capital Corporation/(5)/

4.3       Indenture relating to 7 7/8% senior notes due 2011 of Mediacom LLC and
          Mediacom Capital Corporation/(6)/

4.4       Indenture relating to 9 1/2% senior notes due 2013 of Mediacom LLC and
          Mediacom Capital Corporation/(3)/

4.5       Indenture relating to 11% senior notes due 2013 of Mediacom Broadband
          LLC and Mediacom Broadband Corporation/(5)/

4.6       Indenture relating to 5.25% Convertible Senior Note due 2006/(7)/

                                       80

<PAGE>

10.1(a)   Credit Agreement dated as of September 30, 1999 for the Mediacom USA
          Credit Facility /(4)/

10.1(b)   Amendment No. 1 dated December 17, 1999 between Mediacom Southeast
          LLC, Mediacom California LLC, Mediacom Delaware LLC, Mediacom Arizona
          LLC and The Chase Manhattan Bank, as administrative agent for the
          lenders./(3)/

10.1(c)   Amendment No. 2 dated February 4, 2000 between Mediacom Southeast LLC,
          Mediacom California LLC, Mediacom Delaware LLC, Mediacom Arizona LLC
          and The Chase Manhattan Bank, as administrative agent for the lenders.
          /(3)/

10.2(a)   Credit Agreement dated as of November 5, 1999 for the Mediacom Midwest
          Credit Facility/(4)/

10.2(b)   Amendment No. 1 dated December 17, 1999 between Mediacom Illinois LLC,
          Mediacom Indiana LLC, Mediacom Iowa LLC, Mediacom Minnesota LLC,
          Mediacom Wisconsin LLC, Zylstra Communications Corporation and The
          Chase Manhattan Bank, as administrative agent for the lenders./(3)/

10.2(c)   Amendment No. 2 dated February 4, 2000 between Mediacom Illinois LLC,
          Mediacom Indiana LLC, Mediacom Iowa LLC, Mediacom Minnesota LLC,
          Mediacom Wisconsin LLC, Zylstra Communications Corporation and The
          Chase Manhattan Bank, as administrative agent for the lenders./(3)/

10.3      Credit Agreement dated as of July 18, 2001 for the Mediacom Broadband
          Subsidiary Credit Facility./(5)/

10.4*     1999 Stock Option Plan/(4)/

10.5*     Form of Amended and Restated Registration Rights Agreement by and
          among Mediacom Communications Corporation, Rocco B. Commisso, BMO
          Financial, Inc., CB Capital Investors, L.P., Chase Manhattan Capital,
          L.P., Morris Communications Corporation, Private Market Fund, L.P. and
          U.S. Investor, Inc./(4)/

10.6      1999 Employee Stock Purchase Plan/(4)/

10.7      Fifth Amended and Restated Operating Agreement of Mediacom LLC/(8)/

10.8      2001 Employee Stock Purchase Plan/(9)/

21.1      Subsidiaries of Mediacom Communications Corporation

23.1      Consent of Arthur Andersen LLP

(c)  Financial Statement Schedule

     None.

                                       81

<PAGE>

(d)  Reports on Form 8-K

     The Company filed the following report on Form 8-K during the three months
ended December 31, 2001:

<TABLE>
<CAPTION>
Date of Report     Date Report Filed with SEC             Items Reported
--------------     --------------------------             --------------
<S>                <C>                          <C>
December 4, 2001   December 4, 2001             Item 5 - Other Events
                                                Item 7 - Financial Statements and Exhibits
</TABLE>

----------
*    Compensatory plan

/(1)/ Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
      period ended March 31, 1999 of Mediacom LLC and Mediacom Capital
      Corporation and incorporated herein by reference.

/(2)/ Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
      period ended June 30, 1999 of Mediacom LLC and Mediacom Capital
      Corporation and incorporated herein by reference.

/(3)/ Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
      ended December 31, 2000 of Mediacom Communications Corporation and
      incorporated herein by reference.

/(4)/ Filed as an exhibit to the Registration Statement on Form S-1 (File No.
      333-90879) of Mediacom Communications Corporation and incorporated herein
      by reference.

/(5)/ Filed as an exhibit to the Registration Statement on Form S-4 (File No.
      333-57285) of Mediacom LLC and Mediacom Capital Corporation and
      incorporated herein by reference.

/(6)/ Filed as an exhibit to the Registration Statement on Form S-4 (File No.
      333-85893) of Mediacom LLC and Mediacom Capital Corporation and
      incorporated herein by reference.

/(7)/ Filed as an exhibit to Amendment No. 1 of the Current Report on Form 8-K,
      dated June 22, 2001, of Mediacom Communications Corporation and
      incorporated herein by reference.

/(8)/ Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year
      ended December 31, 1999 of Mediacom Communications Corporation and
      incorporated herein by reference.

/(9)/ Filed as an exhibit to the Registration Statement on Form S-8 (File No.
      333-68306) of Mediacom Communications Corporation and incorporated herein
      by reference.

                                       82

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                             Mediacom Communications Corporation


March 29, 2002                           By:   /S/ Rocco B. Commisso
                                             -----------------------------------
                                             Rocco B. Commisso
                                              Chairman and Chief
                                              Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                                 Title                                Date
          ---------                                 -----                                ----
<S>                                <C>                                               <C>


    /S/ Rocco B. Commisso          Chairman and Chief Executive Officer              March 29, 2002
--------------------------------    (principal executive officer)
      Rocco B. Commisso


     /S/ Mark E. Stephan           Senior Vice President, Chief Financial Officer,   March 29, 2002
--------------------------------    Treasurer and Director (principal financial
      Mark E. Stephan               officer and principal accounting officer)


   /S/ William S. Morris III       Director                                          March 29, 2002
--------------------------------
    William S. Morris III


     /S/ Craig S. Mitchell         Director                                          March 29, 2002
--------------------------------
       Craig S. Mitchell


  /S/ Thomas V. Reifenheiser       Director                                          March 29, 2002
--------------------------------
    Thomas V. Reifenheiser


    /S/ Natale S. Ricciardi        Director                                          March 29, 2002
--------------------------------
      Natale S. Ricciardi


    /S/ Robert L. Winikoff         Director                                          March 29, 2002
--------------------------------
      Robert L. Winikoff
</TABLE>

                                       83