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UNITED
    STATES 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,
    2009
  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:
  Title of Each Class

Name of Each Exchange on Which RegisteredClass A Common Stock, $0.01 par value per share

The NASDAQ Stock Market LLC   Securities
    registered pursuant to Section 12(g) of the Exchange
    Act:
  None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer
    o

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





MEDIACOM
    COMMUNICATIONS CORPORATION
  2009
    FORM 10-K
    ANNUAL REPORT
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


32Item 2.


Properties


32Item 3.


Legal Proceedings


33Item 4.


Reserved


34Item 4A.


Executive Officers of the Registrant


34PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


36Item 6.


Selected Financial Data


37Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


40Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


58Item 8.


Financial Statements and Supplementary Data


59Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


92Item 9A.


Controls and Procedures


92Item 9B.


Other Information


93PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


93Item 11.


Executive Compensation


93Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


93Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


93Item 14.


Principal Accounting Fees and Services


94PART IVItem 15.


Exhibits, Financial Statement Schedules


94EX-12.1EX-21.1EX-23.1EX-31.1EX-32.1    Form 10-K
   2




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Cautionary
    Statement Regarding Forward-Looking Statements
      
    increased levels of competition from existing and new
    competitors;
    lower demand for our video, high-speed data and phone services;
    our ability to successfully introduce new products and services
    to meet customer demands and preferences;
    changes in laws, regulatory requirements or technology that may
    cause us to incur additional costs and expenses;
    greater than anticipated increases in programming costs and
    delivery expenses related to our products and services;
    changes in assumptions underlying our critical accounting
    policies;
    the ability to secure hardware, software and operational support
    for the delivery of products and services to our customers;
    disruptions or failures of network and information systems upon
    which our business relies;
    our reliance on certain intellectual properties;
    our ability to generate sufficient cash flow to meet our debt
    service obligations;
    fluctuations in short term interest rates which may cause our
    interest expense to vary from quarter to quarter;
    volatility in the capital and credit markets, which may impact
    our ability to refinance future debt maturities or provide
    funding for potential strategic transactions, on similar terms
    as we currently experience; and
    other risks and uncertainties discussed in this Annual Report
    for the year ended December 31, 2009 and other reports or
    documents that we file from time to time with the SEC.   3




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Introduction
      2009
    Developments
  Share
    Exchange Agreement
      New
    Financings
  1 8 1 8 1 8 7 8 1 2
  Available
    Information and Website
  (845) 695-2600 www.mediacomcc.com Form 10-K, Form 10-Q, Form 8-K
 4




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##### Table of Contents



Description
    of Our Cable Systems
  Overview
    2009

2008(12)

2007

2006

2005Operating Data:Core VideoEstimated homes
    passed(1)


2,800,000



2,854,000



2,836,000



2,829,000



2,807,000Basic
    subscribers(2)


1,238,000



1,318,000



1,324,000



1,380,000



1,423,000Basic
    penetration(3)


44.2
%


46.2
%


46.7
%


48.8
%


50.7
%Digital CableDigital
    customers(4)


678,000



643,000



557,000



528,000



494,000Digital
    penetration(5)


54.8
%


48.8
%


42.1
%


38.3
%


34.7
%High Speed DataHSD
    customers(6)


778,000



737,000



658,000



578,000



478,000HSD
    penetration(7)


27.8
%


25.8
%


23.2
%


20.4
%


17.0
%PhoneEstimated marketable phone
    homes(8)


2,645,000



2,604,000



2,550,000



2,300,000



1,450,000Phone
    customers(9)


287,000



248,000



185,000



105,000



22,000Phone
    penetration(10)


10.9
%


9.5
%


7.3
%


4.6
%


1.5
%Revenue Generating Units(11)


2,981,000



2,946,000



2,724,000



2,591,000



2,417,000     (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by our cable
    distribution network. Estimated homes passed are based on the
    best information currently available.(2)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable services. Accounts that are billed on
    a bulk basis, which typically receive discounted rates, are
    converted into full-price equivalent basic subscribers by
    dividing total bulk billed basic revenues of a particular system
    by average cable rate charged to basic subscribers in that
    system. This conversion method is generally consistent with the
    methodology used in determining payments made to programmers.
    Basic subscribers include connections to schools, libraries,
    local government offices and employee households that may not be
    charged for limited and expanded cable services, but may be
    charged for digital cable, HSD, phone or other services. Our
    methodology of calculating the number of basic subscribers may
    not be identical to those used by other companies offering
    similar services.(3)
    
    Represents basic subscribers as a percentage of estimated homes
    passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of our basic
    subscribers.(6)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    are converted to equivalent residential HSD customers by
    dividing their associated revenues by the applicable residential
    rate. Customers who take our scalable, fiber-based enterprise
    network products and services are not counted as HSD customers.
    Our methodology of calculating HSD customers may not be
    identical to those used by other companies offering similar
    services.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed by our cable distribution network. 5




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(8)
    
    Represents the estimated number of homes to which we offer phone
    service, and is based upon the best information currently
    available.(9)
    
    Represents customers receiving phone service. Small to
    medium-sized commercial accounts are converted to equivalent
    residential phone customers by dividing their associated
    revenues by the applicable residential rate. Our methodology of
    calculating phone customers may not be identical to those used
    by other companies offering similar services.(10)
    
    Represents the number of total phone customers as a percentage
    of our estimated marketable phone homes.(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(12)
    
    Does not reflect the completion of the Exchange Agreement on
    February 13, 2009. See Note 11 to our consolidated
    financial statements for more information.  Our
    Service Areas
    Products
    and Services
  pay-per-view video-on-demand
        Video
  line-ups
 6




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Broadcast Basic Service. over-the-air
  Family Basic Service.
    Digital Service.
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  and/or
  Mediacom
    Online
     7




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Mediacom
    Phone
      Mediacom
    Business Services
  point-to-point
  Advertising
      Marketing
    and Sales
  door-to-door
  Customer
    Care
   8




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Contact
    Centers
    Field
    Operations
    Technology
        Community
    Relations
  Cable in the Classroom not-for-profit
 9




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Franchises
          Sources
    of Supply
  Programming
     10




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##### Table of Contents



Set-Top
    Boxes, Program Guides and Network Equipment
    HSD
    and Phone Connectivity
    Digital
    Phone
    Competition
    Direct
    Broadcast Satellite Providers
     11




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##### Table of Contents



Local
    Telephone Companies
    fiber-to-the-node fiber-to-the-home
  Wireless
    Communication Companies
      Traditional
    Overbuilds
    Other
    Competition
  Video
   12




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HSD
    Phone
  IP-based IP-based
  Advertising
    Employees
   13




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Legislation
    and Regulation
  General
    Cable
    System Operations and Cable Services
  Federal
    Regulation
    Content
    Regulations
  Must
    Carry and Retransmission Consent
        line-up,
   14




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Availability
    of Digital Broadcast Signals
        Program
    Tiering
    a la carte
  Tier Buy
    Through
    Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
   15




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Ownership
    Limitations
    Cable
    Equipment
  tm
   16




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##### Table of Contents



video-on-demand, pay-per-view
    IP-based
  Pole
    Attachment Regulation
  rights-of-way
     17




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##### Table of Contents



Multiple
    Dwelling Unit Building Wiring
    Copyright
  line-ups
   18




---



##### Table of Contents



Privacy
    and Data Security
     19




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##### Table of Contents



and/or e-commerce,
  State
    and Local Regulation
  Franchise
    Matters
  rights-of-way.
  
    franchise fees;
    franchise term;
    system construction and maintenance obligations;
    system channel capacity;
    design and technical performance;
    customer service standards;
    sale or transfer of the franchise; and
    territory of the franchise.  and/or and/or
  HSD
    Service
  Federal
    Regulation
   20




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Network
    Neutrality
      Recovery
    Act Stimulus Program
    National
    Broadband Plan
   21




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##### Table of Contents



Digital
    Millennium Copyright Act
    Privacy
  Privacy and Data Security Cable System Operations and Cable Services
  International
    Law
    State
    and Local Regulation
    Voice-over-Internet
    Protocol Telephony Service
  Federal
    Law
  voice-over-Internet
   22




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##### Table of Contents



Federal
    regulatory obligations
  E-911,
  Privacy
  Privacy and Data
    Security Cable System Operations and Cable
    Services
  State
    and Local Regulation
   23




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  Risks
    Related to our Operations
  Our
    products and services face increasing competition that could
    adversely affect our business, financial condition and results
    of operations.
        and/or dial-up
    Weak
    economic conditions may adversely impact our business, financial
    condition and results of operations.
    We may
    be unable to keep pace with rapid technological change that
    could adversely affect our business and our results of
    operations.
   24




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The
    continuing increases in programming costs may have an adverse
    affect on our results of operations.
      We may
    be unable to secure necessary hardware, software,
    telecommunications and operational support that may impair our
    ability to provision and service our customers and adversely
    affect our business.
  and/or
  We
    depend on network and information systems and other
    technologies. A disruption or failure in such systems and
    technologies, or in our ability to transition from one system to
    another, could have a material adverse affect on our business,
    financial condition and results of operations.
   25




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##### Table of Contents



Our
    business depends on certain intellectual property rights and on
    not infringing on the intellectual property rights of
    others.
  and/or and/or and/or
  Some
    of our cable systems operate in the Gulf Coast region, which
    historically has experienced severe hurricanes and tropical
    storms.
    The
    loss of key personnel could have a material adverse effect on
    our business.
    Risks
    Related to our Financial Condition
  We are
    exposed to risks caused by disruptions in the capital and credit
    markets, which could have an adverse affect on our business,
    financial condition and results of operations.
   26




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We
    have substantial debt, we are highly leveraged and we have
    significant interest payments and debt repayments, which could
    limit our operational flexibility and have an adverse affect on
    our financial condition and results of operations.
    
    limit our ability to obtain additional financing in the future
    for working capital, capital expenditures or acquisitions;
    limit our ability to refinance our indebtedness on terms
    acceptable to us or at all;
    limit our ability to adapt to changing market conditions;
    restrict us from making strategic acquisitions or cause us to
    make divestitures;
    require us to dedicate a significant portion of our cash flow
    from operations to paying the principal of and interest on our
    indebtedness;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the communications industry generally;
    place us at a competitive disadvantage compared with competitors
    that have a less significant debt burden; and
    make us more vulnerable to economic downturns and limit our
    ability to withstand competitive pressures.  and/or
     27




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We are
    a holding company, and if the operating subsidiaries of our
    principal subsidiaries are unable to make funds available to our
    principal subsidiaries, they may not be able to fund their
    indebtedness and other obligations.
      A
    default under our credit facilities or indentures could result
    in an acceleration of our indebtedness and other material
    adverse effects.
       28




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and/or
  A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may increase our future borrowing costs and
    reduce our access to capital.
    We
    have a history of net losses and we may continue to generate net
    losses in the future.
    Changes
    to our valuation account for deferred tax assets can cause our
    net income or net loss to fluctuate significantly.
        Our
    ability to use net operating loss carry forwards
    (NOLs) to reduce future taxable income and thus
    reduce our federal income tax liability may be limited if there
    is a change in our ownership or if our taxable income does not
    reach sufficient levels.
   29




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##### Table of Contents



Impairment
    of our goodwill and other intangible assets could cause
    significant losses.
    
    Intangibles  Goodwill and Other (ASC 350)
      Risks
    Related to Legislative and Regulatory Matters
  Changes
    in government regulation could adversely impact our
    business.
   30




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##### Table of Contents



Denials
    of franchise renewals or continued absence of franchise parity
    can adversely impact our business.
      Changes
    in carriage requirements could impose additional cost burdens on
    us.
    Pending
    FCC and court proceedings could adversely affect our HSD
    service.
    Our
    phone service may become subject to additional
    regulation.
  Voice-over-Internet-Protocol
  Changes
    in pole attachment regulations or actions by pole owners could
    significantly increased our pole attachment costs.
   31




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##### Table of Contents



Changes
    in compulsory copyright regulations could significantly increase
    our license fees.
    Risks
    Related to our Chairman and Chief Executive Officers
    Controlling Position
  Our
    Chairman and Chief Executive Officer has the ability to control
    all major corporate decisions, and a sale of his stock could
    result in a change of control that would have unpredictable
    effects.
        ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   32




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS  Gary Ogg
    and Janice Ogg v. Mediacom LLC
      Jim
    Knight v. Mediacom Communications Corp.
   33




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##### Table of Contents



ITEM 4.
    RESERVED  ITEM 4A.
    EXECUTIVE
    OFFICERS OF THE REGISTRANT    Name

Age

TitleRocco B. Commisso


60


Chairman and Chief Executive OfficerMark E. Stephan


53


Executive Vice President and Chief Financial OfficerJohn G. Pascarelli


48


Executive Vice President, OperationsItalia Commisso Weinand


56


Senior Vice President, Programming & Human ResourcesJoseph E. Young


61


Senior Vice President, General Counsel & SecretaryCharles J. Bartolotta


54


Senior Vice President, Enterprise Solutions & Field Service
    OperationsCalvin G. Craib


55


Senior Vice President, Corporate FinanceBrian M. Walsh


44


Senior Vice President & Corporate Controller   Rocco B. Commisso
  Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
 34




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##### Table of Contents



Charles J. Bartolotta
  Calvin G. Craib
  Brian M. Walsh
 35




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2009

2008Low

High

Low

HighFirst Quarter

$
3.01


$
5.98


$
3.97


$
5.27Second Quarter

$
4.01


$
6.51


$
4.15


$
6.52Third Quarter

$
4.23


$
5.89


$
4.91


$
8.40Fourth Quarter

$
3.95


$
5.65


$
2.00


$
5.81        36




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA      2009


2008(11)


2007


2006(12)


2005(Amounts in thousands, except per share data and operating
    data)Statement of Operations Data:Revenues

$
1,460,359


$
1,401,894


$
1,293,375



1,210,400


$
1,098,822Costs and expenses:Service costs


618,696



585,362



544,072



492,729



438,768Selling, general and administrative expenses


274,452



278,942



264,006



252,688



232,514Corporate expenses


32,820



30,824



27,637



25,445



22,287Depreciation and amortization


234,630



227,910



235,331



215,918



220,567Operating income


299,761



278,856



222,329



223,620



184,686Interest expense, net


(201,995
)


(213,333
)


(239,015
)


(227,206
)


(208,264
)Loss on early extinguishment of debt


(5,790
)










(35,831
)


(4,742
)Gain (loss) on derivatives, net


29,838



(54,363
)


(22,902
)


(15,798
)


12,555Gain (loss) on sale of cable systems, net


13,781



(21,308
)


11,079







2,628Other expense, net


(9,229
)


(9,133
)


(9,054
)


(9,973
)


(11,829
)Income (loss) before income taxes


126,366



(19,281
)


(37,563
)


(65,188
)


(24,966
)Benefit from (Provision for) income taxes


617,701



(58,213
)


(57,566
)


(59,734
)


(197,262
)Net income (loss)

$
744,067


$
(77,494
)

$
(95,129
)

$
(124,922
)

$
(222,228
)Basic and diluted earnings (loss) per share:(1)Basic earnings (loss) per share

$
10.51


$
(0.81
)

$
(0.88
)

$
(1.13
)

$
(1.90
)Diluted earnings (loss) per share

$
10.06


$
(0.81
)

$
(0.88
)

$
(1.13
)

$
(1.90
)Weighted average common shares outstandingBasic weighted average shares outstanding


70,777



95,548



107,828



110,971



117,194Diluted weighted average shares outstanding


73,977



95,548



107,828



110,971



117,194Balance Sheet Data (end of period):Total assets

$
3,977,729


$
3,718,989


$
3,615,210


$
3,652,350


$
3,649,498Total debt

$
3,365,000


$
3,316,000


$
3,215,033


$
3,144,599


$
3,059,651Total stockholders equity (deficit)

$
265,028


$
(346,644
)

$
(253,089
)

$
(94,814
)

$
59,107 37




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##### Table of Contents



2009


2008(11)


2007


2006(12)


2005(Amounts in thousands, except per share data and operating
    data)Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
335,298


$
268,715


$
188,792


$
176,905


$
179,095Investing activities

$
(236,695
)

$
(289,825
)

$
(202,335
)

$
(210,235
)

$
(223,600
)Financing activities

$
(84,798
)

$
68,833


$
(3,454
)

$
52,434


$
37,911Other Data:Adjusted
    OIBDA(2)

$
541,681


$
511,951


$
462,979


$
444,255


$
406,610Adjusted OIBDA
    margin(3)


37.1
%


36.5
%


35.8
%


36.7
%


37.0
%Ratio of earnings to fixed
    charges(4)


1.58















Operating Data: (end of period)Estimated homes
    passed(5)


2,800,000



2,854,000



2,836,000



2,829,000



2,807,000Basic
    subscribers(6)


1,238,000



1,318,000



1,324,000



1,380,000



1,423,000Digital
    customers(7)


678,000



643,000



557,000



528,000



494,000HSD
    customers(8)


778,000



737,000



658,000



578,000



478,000Phone
    customers(9)


287,000



248,000



185,000



105,000



22,000RGUs(10)


2,981,000



2,946,000



2,724,000



2,591,000



2,417,000     (1)
    
    Basic and diluted (loss) earnings per share is calculated based
    on the basic and diluted weighted average shares outstanding,
    respectively.(2)
    
    Adjusted OIBDA is not a financial measure calculated
    in accordance with generally accepted accounting principles
    (GAAP) in the United States. We define Adjusted OIBDA as
    operating income before depreciation and amortization and
    non-cash, share-based compensation charges.Adjusted OIBDA is one of the primary measures used by management
    to evaluate our performance and to forecast future results. It
    is also a significant performance measure in our annual
    incentive compensation programs. We believe Adjusted OIBDA is
    useful for investors because it enables them to access our
    performance in a manner similar to the methods used by
    management, and provides a measure that can be used to analyze,
    value and compare the companies in the cable industry, which may
    have different depreciation and amortization policies, as well
    as different non-cash, share-based compensation programs.
    Adjusted OIBDA and similar measures are used in calculating
    compliance with the covenants of our debt arrangements. A
    limitation of Adjusted OIBDA, however, is that it excludes
    depreciation and amortization, which represents the periodic
    costs of certain capitalized tangible and intangible assets used
    in generating revenues in our business. Management utilizes a
    separate process to budget, measure and evaluate capital
    expenditures. In addition, Adjusted OIBDA has the limitation of
    not reflecting the effect of our non-cash, share-based
    compensation charges.Adjusted OIBDA should not be regarded as an alternative to
    either operating income or net income (loss) as an indicator of
    operating performance nor should it be considered in isolation
    or a substitute for financial measures prepared in accordance
    with GAAP. We believe that operating income is the most directly
    comparable GAAP financial measure to Adjusted OIBDA. 38




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The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  Years Ended December 31,2009


2008


2007


2006


2005Adjusted OIBDA

$
541,681


$
511,951


$
462,979


$
444,255


$
406,610Non-cash, share-based compensation and other share-based
    awards(a)


(7,290
)


(5,185
)


(5,319
)


(4,717
)


(1,357
)Depreciation and amortization


(234,630
)


(227,910
)


(235,331
)


(215,918
)


(220,567
)Operating income

$
299,761


$
278,856


$
222,329


$
223,620


$
184,686   (a)
    Included approximately $20, $17, $20, $239, and $24 for the
    years ended December 31, 2009, 2008, 2007, 2006 and 2005,
    respectively, related to the issuance of other share-based
    awards.  (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 2 above.(4)
    
    The ratio of earnings to fixed charges was 1.58 for the year
    ended December 31, 2009. Earnings were insufficient to
    cover fixed charges by $20.7 million, $38.3 million,
    $66.1 million and $26.4 million for the years ended
    December 31, 2008, 2007, 2006 and 2005 respectively. Refer
    to Exhibit 12.1 to this Annual Report for additional
    information.(5)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by our cable
    distribution network. Estimated homes passed are based on the
    best information currently available.(6)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable services. Accounts that are billed on
    a bulk basis, which typically receive discounted rates, are
    converted into full-price equivalent basic subscribers by
    dividing total bulk billed basic revenues of a particular system
    by the average cable rate charged to basic subscribers in that
    system. This conversion method is generally consistent with the
    methodology used in determining payments to programmers. Basic
    subscribers include connections to schools, libraries, local
    government offices and employee households that may not be
    charged for limited and expanded cable services, but may be
    charged for digital cable, HSD, phone or other services. Our
    methodology of calculating the number of basic subscribers may
    not be identical to those used by other companies offering
    similar services.(7)
    
    Represents customers receiving digital video services.(8)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    are converted to equivalent residential HSD customers by
    dividing their associated revenues by the applicable residential
    rate. Customers who take our scalable, fiber-based enterprise
    network products and services are not counted as HSD customers.
    Our methodology of calculating HSD customers may not be
    identical to those used by other companies offering similar
    services.(9)
    
    Represents customers receiving phone service. Small to
    medium-sized commercial accounts are converted to equivalent
    residential phone customers by dividing their associated
    revenues by the applicable residential rate. Our methodology of
    calculating phone customers may not be identical to those used
    by other companies offering similar services.(10)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(11)
    
    Does not reflect the completion of the Exchange Agreement on
    February 13, 2009. See Note 11 to our consolidated
    financial statements for more information.(12)
    
    Effective January 1, 2006, we adopted ASC 718 
    Compensation  Stock Compensation (ASC
    718) (formerly SFAS No. 123(R) 
    Share-Based
    Payment). See Note 8 to our consolidated financial
    statements.       39




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
    video-on-demand,
  2009
    Developments
  Share
    Exchange Agreement
      Year-over-year
  New
    Financings
   40




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##### Table of Contents



1 8 1 8 1 8 7 8 1 2
  Revenues,
    Costs and Expenses
  pay-per-view
           41




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##### Table of Contents



Adjusted
    OIBDA
      Actual
    Results of Operations
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Year Ended December 31,2009


2008


$ Change


% ChangeRevenues

$
1,460,359


$
1,401,894


$
58,465



4.2
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


618,696



585,362



33,334



5.7
%Selling, general and administrative expenses


274,452



278,942



(4,490
)


(1.6
)%Corporate expenses


32,820



30,824



1,996



6.5
%Depreciation and amortization


234,630



227,910



6,720



2.9
%Operating income


299,761



278,856



20,905



7.5
%Interest expense, net


(201,995
)


(213,333
)


11,338



(5.3
)%Loss on early extinguishment of debt


(5,790
)






(5,790
)


NMGain (loss) on derivatives, net


29,838



(54,363
)


84,201



NMGain (loss) on sale of cable systems, net


13,781



(21,308
)


35,089



NMOther expense, net


(9,229
)


(9,133
)


(96
)


1.1
%Income (loss) before income taxes


126,366



(19,281
)


145,647



NMBenefit from (Provision for) income taxes


617,701



(58,213
)


675,914



NMNet income (loss)

$
744,067


$
(77,494
)

$
821,561



NMAdjusted OIBDA

$
541,681


$
511,951


$
29,730



5.8
%  42




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##### Table of Contents



Year Ended December 31,2009


2008


$ Change


% ChangeAdjusted OIBDA

$
541,681


$
511,951


$
29,730



5.8
%Non-cash, share-based compensation and other share-based
    awards(1)


(7,290
)


(5,185
)


(2,105
)


40.6
%Depreciation and amortization


(234,630
)


(227,910
)


(6,720
)


2.9
%Operating income

$
299,761


$
278,856


$
20,905



7.5
%     (1)
    
    Included approximately $20 and $17 for the years ended
    December 31, 2009 and 2008, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2009


2008


$ Change


% ChangeVideo

$
932,518


$
921,098


$
11,420



1.2
%HSD


357,415



324,764



32,651



10.1
%Phone


112,754



89,970



22,784



25.3
%Advertising


57,672



66,062



(8,390
)


(12.7
)%Total

$
1,460,359


$
1,401,894


$
58,465



4.2
%   December 31,


Increase /2009


2008


(Decrease)


% ChangeBasic subscribers


1,238,000



1,318,000



(80,000
)


(6.1
)%Digital customers


678,000



643,000



35,000



5.4
%HSD customers


778,000



737,000



41,000



5.6
%Phone customers


287,000



248,000



39,000



15.7
%RGUs(1)


2,981,000



2,946,000



35,000



1.2
%Average total monthly revenue per basic
    subscriber(2)

$
95.22


$
88.44


$
6.78



7.7
%     (1)
    
    RGUs represent the total of basic subscribers and digital, HSD
    and phone customers.(2)
    
    Represents total average monthly revenues for the year divided
    by our average basic subscribers during such period.     43




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##### Table of Contents



and/or
        Costs
    and Expenses
         44




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Gain
    (Loss) on Derivatives, Net
  mark-to-market
  Gain
    (Loss) on Sale of Cable Systems, Net
    Loss
    on Early Extinguishment of Debt
  7 8 1 2
  Other
    Expense, Net
    Benefit
    From (Provision for) Income Taxes
  Notes to Consolidated Financial
    Statements
 45




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##### Table of Contents



Net
    Income (Loss)
    Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
    Year Ended December 31,2008


2007


$ Change


% ChangeRevenues

$
1,401,894


$
1,293,375


$
108,519



8.4
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


585,362



544,072



41,290



7.6
%Selling, general and administrative expenses


278,942



264,006



14,936



5.7
%Corporate expenses


30,824



27,637



3,187



11.5
%Depreciation and amortization


227,910



235,331



(7,421
)


(3.2
)%Operating income


278,856



222,329



56,527



25.4
%Interest expense, net


(213,333
)


(239,015
)


25,682



(10.7
)%Loss on derivatives, net


(54,363
)


(22,902
)


(31,461
)


NM(Loss) gain on sale of cable systems, net


(21,308
)


11,079



(32,387
)


NMOther expense, net


(9,133
)


(9,054
)


(79
)


0.9
%Loss before provision for income taxes


(19,281
)


(37,563
)


18,282



(48.7
)%Provision for income taxes


(58,213
)


(57,566
)


(647
)


1.1
%Net loss

$
(77,494
)

$
(95,129
)

$
17,635



(18.5
)%Adjusted OIBDA

$
511,951


$
462,979


$
48,972



10.6
%     Year Ended December 31,2008


2007


$ Change


% ChangeAdjusted OIBDA

$
511,951


$
462,979


$
48,972



10.6
%Non-cash, share-based compensation and other share-based
    awards(1)


(5,185
)


(5,319
)


134



(2.5
)%Depreciation and amortization


(227,910
)


(235,331
)


7,421



(3.2
)%Operating income

$
278,856


$
222,329


$
56,527



25.4
%     (1)
    
    Included approximately $17 and $20 for the years ended
    December 31, 2008 and 2007, respectively, related to the
    issuance of other share-based awards. 46




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##### Table of Contents



Revenues
    Year Ended December 31,2008


2007


$ Change


% ChangeVideo

$
921,098


$
891,594


$
29,504



3.3
%HSD


324,764



278,853



45,911



16.5
%Phone


89,970



55,892



34,078



61.0
%Advertising


66,062



67,036



(974
)


(1.5
)%Total

$
1,401,894


$
1,293,375


$
108,519



8.4
%   December 31,


Increase /2008


2007


(Decrease)


% ChangeBasic subscribers


1,318,000



1,324,000



(6,000
)


(0.5
)%Digital customers


643,000



557,000



86,000



15.4
%HSD customers


737,000



658,000



79,000



12.0
%Phone customers


248,000



185,000



63,000



34.1
%RGUs


2,946,000



2,724,000



222,000



8.1
%Average total monthly revenue per basic subscriber

$
88.44


$
79.72


$
8.72



10.9
%     and/or
       47




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##### Table of Contents



Costs
    and Expenses
          Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Derivatives, Net
  mark-to-market
  (Loss)
    Gain on Sale of Cable Systems, Net
    Other
    Expense, Net
   48




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##### Table of Contents



Provision
    for Income Taxes
  Income Taxes Accounting for Income
    Taxes) Notes to
    Consolidated Financial Statements
  Net
    Loss
    Liquidity
    and Capital Resources
  Overview
      Recent
    Developments in the Credit Markets
    Net
    Cash Flows Provided by Operating Activities
   49




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##### Table of Contents



Net
    Cash Flows Used in Investing Activities
    Net
    Cash Flows Used in (Provided by) Financing
    Activities
  New Financings
    Capital
    Structure
         50




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##### Table of Contents



New
    Financings
    1 8 1 8 1 2 7 8 1 2 7 8 1 2 7 8 1 8 1 2 7 8
  Covenant
    Compliance and Debt Ratings
     51




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Operating


Interest


PurchaseDebt


Leases


Expense(1)


Obligations(2)


Total2010

$
95,000


$
5,701


$
186,748


$
36,908


$
324,3572011-2012


432,500



8,087



349,924



11,750



802,2612013-2014


42,000



3,412



269,116







314,528Thereafter


2,795,500



6,490



193,254







2,995,244Total cash obligations

$
3,365,000


$
23,690


$
999,042


$
48,658


$
4,436,390     *
    
    Refer to Note 7 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 13 for
    a discussion of our operating leases and other commitments and
    contingencies.(1)
    
    Interest payments on floating rate debt and interest rate swaps
    are estimated using amounts outstanding as of December 31,
    2009 and the average interest rates applicable under such debt
    obligations. Interest expense amounts are net of amounts
    capitalized.(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Our contracts typically provide
    that we have an obligation to purchase video programming for our
    subscribers as long as we deliver cable services to such
    subscribers. We have no obligation to purchase these services if
    we are not providing cable services, except when we do not have
    the right to cancel the underlying contract or for contracts
    with a guaranteed minimum commitment. We have included such
    amounts in our Purchase Obligations above, as follows:
    $15.6 million for 2010, and $11.1 million for
    2011-2012
    and $0 for
    2013-2014
    and thereafter.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
  Entertainment  Cable
    Television Financial Reporting by Cable Television
    Companies
 52




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##### Table of Contents



Valuation
    and Impairment Testing of Indefinite-lived
    Intangibles
    Intangibles  Goodwill and Other Goodwill
    and Other Intangible Assets
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,)
     53




---



##### Table of Contents



Income
    Taxes
      Share-based
    Compensation
   54




---



##### Table of Contents



Recent
    Accounting Pronouncements
  FASB
    Accounting Standards Codification
  The
    FASB Accounting Standards
    Codificationtm tm
      Other
    Pronouncements
  Fair Value
    Measurements and Disclosures Fair Value Measurements).
  820-10-65-4  Fair Value Measurements and Disclosures ( No. FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or the Liability Have Significantly
    Decreased and Identifying Transactions That Are Not
    Orderly). 820-10-65-4 820-10-65-4 820-10-65-4 820-10-65-4
  
    Level 1  Quoted market prices in active markets
    for identical assets or liabilities.
    Level 2  Observable market based inputs or
    unobservable inputs that are corroborated by market data.
    Level 3  Unobservable inputs that are not
    corroborated by market data. 55




---



##### Table of Contents



Fair Value as of December 31, 2009Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$
4,791


$



$
4,791LiabilitiesInterest rate exchange agreements

$



$
55,155


$



$
55,155Interest rate exchange agreements  liabilities, net

$



$
50,364


$



$
50,364     Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
80,202


$



$
80,202Interest rate exchange agreements  liabilities, net

$



$
80,202


$



$
80,202   Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115).
  Business Combinations Business Combinations)
  Derivatives and Hedging Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133).
  Subsequent
    Events Subsequent Events).
 56




---



##### Table of Contents



825-10-65  Financial Instruments 825-10-65) No. FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments) 825-10-65 825-10-65 825-10-65
  Inflation
    and Changing Prices
   57




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  mark-to-market
      Bank CreditSenior Notes


Facilities


TotalExpected Maturity:January 1, 2010 to December 31, 2010

$



$
95,000


$
95,000January 1, 2011 to December 31, 2011






147,250



147,250January 1, 2012 to December 31, 2012






285,250



285,250January 1, 2013 to December 31, 2013






21,000



21,000January 1, 2014 to December 31, 2014






21,000



21,000Thereafter


850,000



1,945,500



2,795,500Total

$
850,000


$
2,515,000


$
3,365,000Fair Value

$
861,063


$
2,427,758


$
3,288,821Weighted Average Interest Rate


8.8
%


4.9
%


5.9
%  58




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    Contents
   
 PageReport of Independent Registered Public
    Accounting Firm


60Consolidated Balance Sheets as of
    December 31, 2009 and 2008


61Consolidated Statements of Operations for the
    Years ended December 31, 2009, 2008 and 2007


62Consolidated Statements of Changes in
    Stockholders Equity (Deficit) for the Years ended
    December 31, 2009, 2008 and 2007


63Consolidated Statements of Cash Flows for the
    Years ended December 31, 2009, 2008 and 2007


64Notes to Consolidated Financial Statements


65Financial Statement Schedule:
    Schedule II  Valuation and Qualifying
    Accounts


92   59




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm    Internal Control 
    Integrated Framework
         60




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2009


2008(Amounts in thousands)ASSETSCURRENT ASSETSCash and cash equivalents

$
80,916


$
67,111Accounts receivable, net of allowance for doubtful accounts of
    $2,180 and $2,774 respectively


86,337



81,086Prepaid expenses and other current assets


17,030



17,615Deferred tax assets  current


22,616



8,260Assets held for sale






1,693Total current assets


206,899



175,765Property, plant and equipment, net of accumulated depreciation
    of $1,965,091 and $1,765,319, respectively


1,478,489



1,476,287Franchise rights


1,793,715



1,793,579Goodwill


219,991



220,646Subscriber lists and other intangible assets, net of accumulated
    amortization of $152,552 and $155,721 respectively


5,472



7,994Assets held for sale






10,933Other assets, net of accumulated amortization of $13,961 and
    $21,922, respectively


50,468



33,785Deferred income taxes  non-current


222,695



Total assets

$
3,977,729


$
3,718,989LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities

$
268,575


$
268,574Deferred revenue


56,996



54,316Current portion of long-term debt


95,000



124,500Liabilities held for sale






2,020Total current liabilities


420,571



449,410Long-term debt, less current portion


3,270,000



3,191,500Deferred tax liabilities






380,650Other non-current liabilities


22,130



44,073Total liabilities


3,712,701



4,065,633Commitments and contingencies (Note 13)STOCKHOLDERS EQUITY (DEFICIT)Class A common stock, $.01 par value;
    300,000,000 shares authorized; 96,554,912 shares
    issued and 40,621,955 shares outstanding as of
    December 31, 2009 and 94,984,989 shares issued and
    67,784,366 shares outstanding as of December 31, 2008


406



950Class B common stock, $.01 par value;
    100,000,000 shares authorized; 27,001,944 shares
    issued and outstanding as of December 31, 2009 and
    December 31, 2008, resprectively


270



270Additional paid-in capital


1,013,517



1,004,334Accumulated deficit


(454,670
)


(1,198,734
)Treasury stock, at cost, 55,932,957 and 27,200,623 shares
    of Class A common stock, as of December 31, 2009 and
    December 31, 2008, respectively


(294,495
)


(153,464
)Total stockholders equity (deficit)


265,028



(346,644
)Total liabilities and stockholders equity (deficit)

$
3,977,729


$
3,718,989    61




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(Amounts in thousands)Revenues

$
1,460,359


$
1,401,894


$
1,293,375Costs and expenses:Service costs (exclusive of depreciation and amortization)


618,696



585,362



544,072Selling, general and administrative expenses


274,452



278,942



264,006Corporate expenses


32,820



30,824



27,637Depreciation and amortization


234,630



227,910



235,331Operating income


299,761



278,856



222,329Interest expense, net


(201,995
)


(213,333
)


(239,015
)Loss on early extinguishment of debt


(5,790
)






Gain (loss) on derivatives, net


29,838



(54,363
)


(22,902
)Gain (loss) on sale of cable systems, net


13,781



(21,308
)


11,079Other expense, net


(9,229
)


(9,133
)


(9,054
)Income (loss) before income taxes


126,366



(19,281
)


(37,563
)Benefit from (Provision for) income taxes


617,701



(58,213
)


(57,566
)Net income (loss)

$
744,067


$
(77,494
)

$
(95,129
)Basic  weighted average shares outstanding


70,777



95,548



107,828Basic  earnings (loss) per share

$
10.51


$
(0.81
)

$
(0.88
)Diluted  weighted average shares outstanding


73,977



95,548



107,828Diluted  earnings (loss) per share

$
10.06


$
(0.81
)

$
(0.88
)    62




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS EQUITY (DEFICIT)
  Class A


Class B


AdditionalCommon


Common


Paid-In


Accumulated


TreasuryStock


Stock


Capital


Deficit


Stock


Total(All dollar amounts in thousands)Balance, December 31, 2006

$
938


$
271


$
991,113


$
(1,026,113
)

$
(61,023
)

$
(94,814
)Net loss














(95,129
)






(95,129
)Share-based compensation










5,299











5,299Issuance of common stock in employee stock purchase plan


2







962







(3
)


961Issuance of restricted stock units, net of forfeitures


2







(2
)






(402
)


(402
)Exercise of stock options, net










32











32Treasury stock, at cost


















(69,036
)


(69,036
)Transfer of stock


1



(1
)














Balance, December 31, 2007

$
943


$
270


$
997,404


$
(1,121,242
)

$
(130,464
)

$
(253,089
)Net loss














(77,494
)






(77,494
)Share-based compensation










5,168











5,168Issuance of common stock in employee stock purchase plan


2







1,012











1,014Issuance of restricted stock units, net of forfeitures


















(609
)


(609
)Exercise of stock options, net










755











755Treasury stock, at cost


















(22,389
)


(22,389
)Transfer of stock


5







(5
)


2



(2
)


Balance, December 31, 2008

$
950


$
270


$
1,004,334


$
(1,198,734
)

$
(153,464
)

$
(346,644
)Net income














744,067







744,067Share-based compensation










7,270











7,270Issuance of common stock in employee stock purchase plan










1,137











1,137Issuance of restricted stock units, net of forfeitures


15







217







(1,747
)


(1,515
)Treasury stock, at cost


















(139,284
)


(139,284
)Transfer of stock


(559
)






559











Other














(3
)






(3
)Balance, December 31, 2009

$
406


$
270


$
1,013,517


$
(454,670
)

$
(294,495
)

$
265,028    63




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(Amounts in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
744,067


$
(77,494
)

$
(95,129
)Adjustments to reconcile net loss to net cash provided by
    operating activitiesDepreciation and amortization


234,630



227,910



235,331(Gain) loss on derivatives, net


(29,838
)


54,363



22,902Write-down  assets held for sale






17,680



(Gain) loss on sale of cable systems, net


(12,147
)


170



(11,079
)Loss on early extinguishment of debt


3,707







Amortization of deferred financing costs


5,520



5,070



4,884Share-based compensation


7,270



5,168



5,299Deferred income taxes


(617,701
)


58,213



57,345Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(5,745
)


(778
)


(6,342
)Prepaid expenses and other assets


2,248



338



(5,360
)Accounts payable, accrued expenses and other current liabilities


2,119



(21,983
)


(21,767
)Deferred revenue


2,680



3,301



4,722Other non-current liabilities


(1,512
)


(3,243
)


(2,014
)Net cash flows provided by operating activities

$
335,298


$
268,715


$
188,792CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures

$
(236,695
)

$
(289,825
)

$
(227,409
)Acquisition of cable system










(7,274
)Proceeds from sales of cable systems










32,348Net cash flows used in investing activities

$
(236,695
)

$
(289,825
)

$
(202,335
)CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings of bank debt

$
1,593,125


$
1,035,000


$
412,525Repayment of bank debt


(1,269,125
)


(934,033
)


(342,091
)Issuance of senior notes


350,000







Redemption of senior notes


(625,000
)






Net settlement of restricted stock units


(1,518
)






Repurchases of Class A common stock


(110,000
)


(22,389
)


(69,036
)Proceeds from issuance of common stock in employee stock
    purchase plan


1,137



1,012



962Financing costs


(23,896
)


(10,887
)


Other financing activities  book overdrafts


479



130



(5,814
)Net cash flows (used in) provided by financing activities

$
(84,798
)

$
68,833


$
(3,454
)Net increase (decrease) in cash


13,805



47,723



(16,997
)Cash and cash equivalents, beginning of period


67,111



19,388



36,385Cash and cash equivalents, end of period

$
80,916


$
67,111


$
19,388SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
216,387


$
209,164


$
245,143NON-CASH TRANSACTIONS  FINANCING:Repurchase of Class A common stock exchanged for assets
    held for sale (Note 11)

$
29,284


$



$
    64




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION    2.
    LIQUIDITY
    AND CAPITAL RESOURCES    3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Preparation of Consolidated Financial
    Statements
      Revenue
    Recognition
     65




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Allowance
    for Doubtful Accounts
    Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Buildings

40 YearsLeasehold improvements

Life of respective leaseCable systems and equipment and subscriber devices

5 to 20 yearsVehicles

3 to 5 yearsFurniture, fixtures and office equipment

5 years       Capitalized
    Software Costs
  No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
 66




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Marketing
    and Promotional Costs
    Intangible
    Assets
  Intangibles  Goodwill and Other Goodwill
    and Other Intangible Assets
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,)
   67




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Balance  December 31, 2008

$
220,646Acquisitions


Dispositions


(655)Balance  December 31, 2009

$
219,991       Other
    Assets
    Segment
    Reporting
  Segment Reporting Disclosure
    about Segments of an Enterprise and Related
    Information
 68




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting
    for Derivative Instruments
  Derivatives and Hedging Accounting
    for Derivative Instruments and Hedging Activities, Accounting for Certain
    Derivative Instruments and Certain Hedging Activities-an
    amendment of FASB Statement No. 133, Amendment of Statement 133 on
    Derivative Instruments and Hedging Activities one-to-one
  Accounting
    for Asset Retirement
  Asset Retirement Obligations Accounting for Asset Retirement Obligations rights-of-way
    Accounting
    for Long-Lived Assets
  Property, Plant and
    Equipment Accounting for the Impairment
    or Disposal of Long-Lived Assets,
 69




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Programming
    Costs
    Share-based
    Compensation
  Compensation  Stock
    Compensation Share-Based
    Payment
  Income
    Taxes
  Income Taxes Accounting
    for Income Taxes
   70




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    Income
  Comprehensive Income Reporting Comprehensive
    Income
  Reclassifications
    Recent
    Accounting Pronouncements
  FASB
    Accounting Standards Codification
  FASB Accounting Standards
    Codification tm tm
      Other
    Pronouncements
  Fair Value
    Measurements and Disclosures Fair Value Measurements).
  820-10-65-4  Fair Value Measurements and Disclosures 820-10-65-4) ( No. FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or the Liability Have Significantly
    Decreased and Identifying Transactions That Are Not
    Orderly). 820-10-65-4 820-10-65-4 820-10-65-4
 71




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  820-10-65-4
    
    Level 1  Quoted market prices in active markets
    for identical assets or liabilities.
    Level 2  Observable market based inputs or
    unobservable inputs that are corroborated by market data.
    Level 3  Unobservable inputs that are not
    corroborated by market data.    Fair Value as of December 31, 2009Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$
4,791


$



$
4,791LiabilitiesInterest rate exchange agreements

$



$
55,155


$



$
55,155Interest rate exchange agreements  liabilities, net

$



$
50,364


$



$
50,364     Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
80,202


$



$
80,202Interest rate exchange agreements -liabilities, net

$



$
80,202


$



$
80,202   Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities
     Including an amendment of FASB Statement
    No. 115).
  Business Combinations Business Combinations)
 72




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivatives and Hedging Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133).
  Subsequent
    Events Subsequent Events).
  825-10-65  Financial Instruments 825-10-65) No. FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments) 825-10-65 825-10-65 825-10-65
  4.
    EARNINGS
    (LOSS) PER SHARE  Earnings per Share Earnings per
    Share
     73




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2009


2008


2007Weighted








Weighted








WeightedNet


Average


Amount


Net


Average


Amount


Net


Average


AmountIncome


Shares


per Share


Loss


Shares


Per Share


Loss


Shares


per ShareBasic earnings (loss) per share

$
744,067



70,777


$
10.51


$
(77,494
)


95,548


$
(0.81
)

$
(95,129
)


107,828


$
(0.88
)Effect of dilutive securities:Assumed exercise of stock options and restricted stock options






3,200



























Diluted earnings (loss) per share

$
744,067



73,977


$
10.06


$
(77,494
)


95,548


$
(0.81
)

$
(95,129
)


107,828


$
(0.88
)   5.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2009


2008Cable systems, equipment and subscriber devices

$
3,252,864


$
3,059,325Vehicles


75,494



72,759Furniture, fixtures and office equipment


64,099



60,028Buildings and leasehold improvements


43,493



41,941Land and land improvements


7,630



7,553$
3,443,580


$
3,241,606Accumulated depreciation


(1,965,091
)


(1,765,319
)Property, plant and equipment, net

$
1,478,489


$
1,476,287   Change
    in Estimate  Useful lives
    Useful lives (in years)From

ToPlant and equipment


12



16Customer premise equipment


5



7  74




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        6.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2009


2008Liabilities under interest rate exchange agreements

$
40,591


$
45,208Accrued programming costs


34,917



37,848Accrued payroll and benefits


31,451



30,590Accrued taxes and fees


30,611



31,198Accrued interest


30,310



45,265Accrued service costs


17,751



14,320Book
    overdrafts(1)


17,305



16,827Subscriber advance payments


15,563



11,236Accounts payable


13,287



464Accrued property, plant and equipment


12,188



13,606Accrued telecommunications


5,105



5,058Other accrued expenses


19,496



16,954Accounts payable, accrued expenses and other current liabilities

$
268,575


$
268,574     (1)

    
    Book overdrafts represented outstanding checks in excess of
    funds on deposit at our disbursement accounts. We transfer funds
    from our depository accounts to our disbursement accounts upon
    daily notification of checks presented for payment. Changes in
    book overdrafts are reported as part of cash flows from
    financing activities in our consolidated statement of cash flows. 75




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    DEBT    December 31,


December 31,2009


2008Bank credit facilities

$
2,515,000


$
2,191,00077/8% senior
    notes due 2011






125,00091/2% senior
    notes due 2013






500,00081/2%senior notes due 2015


500,000



500,00091/8% senior
    notes due 2019


350,000



$
3,365,000


$
3,316,000Less: Current portion


95,000



124,500Total long-term debt

$
3,270,000


$
3,191,500   Bank
    Credit Facilities
      Mediacom
    LLC Credit Facility
     76




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7 8 7 8 1 2 1 2
    1 2 5 8
      Mediacom
    Broadband Credit Facility
     77




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3 8 5 8
      Senior
    Notes
    Mediacom
    LLC
  7 8 1 2
 78




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1 2 7 8 1 2 7 8 1 2 7 8 1 8 1 8
  1 2 7 8 1 2 7 8
  1 8 1 8 1 8
  1 8
  Mediacom
    Broadband LLC
  1 2 1 2 1 2 1 2
  1 2
  Loss
    on Early Extinguishment of Debt
    Interest
    Rate Swaps
  mark-to-market
 79




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      mark-to-market mark-to-market mark-to-market
  Covenant
    Compliance
    Fair
    Value and Debt Maturities
    81/2%senior notes due 2015

$
506,25091/8% senior
    notes due 2019


354,813$
861,063Bank credit facilities

$
2,427,758     2010





$
95,0002011






147,2502012






285,2502013






21,0002014






21,000Thereafter






2,795,500Total





$
3,365,000  80




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    STOCKHOLDERS
    EQUITY (DEFICIT)    Stock
    Repurchase Plans
    Share-based
    Compensation
        Share-Based Payment,
 81




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Share-based compensation expense by type of award:Employee stock options

$
2,354


$
1,638


$
1,920Employee stock purchase plan


452



299



284Restricted stock units


4,464



3,231



3,095Total share-based compensation expense

$
7,270


$
5,168


$
5,299     Transition Election Related
    to Accounting for Tax Effects of Shared-Based Payment
    Awards.
  Valuation
    Assumptions
    Employee Stock

Employee StockOption Plans

Purchase PlansYear Ended

Year EndedDecember 31,

December 31,2009

2009Dividend yield


0
%


0
%Expected volatility


59.0
%


59.0
%Risk free interest rate


2.9
%


2.6
%Expected option life (in years)


5.7



0.5    82




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageRemaining


Aggregate IntrinsicWeighted Average


Contractual


Value (inShares


Exercise Price


Term (In years)


thousands)Outstanding at January 1, 2009


6,849,893


$
10.70Granted


1,118,000



3.98Exercised


(46,200
)


4.85Forfeited


(261,270
)


14.57Expired






Outstanding at December 31, 2009


7,660,423


$
9.63



4.5


$
1,230Vested or expected to vest at December 31, 2009


7,660,423



9.63



4.5


$
1,230Exercisable at December 31, 2009


4,849,423


$
12.70



2.1


$
26         Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted








Average


WeightedNumber of


Remaining


Average


Aggregate


Number of


Remaining


Average


AggregateRange of


Shares


Contractual


Exercise


Intrinsic Value


Shares


Contractual


Exercise


Intrinsic ValueExercise Prices


Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$
3.00  $12.00



5,444,110



6.2 years


$
5.91


$
1,230



2,633,110



3.6 years


$
7.62


$
26$
12.01  $18.00



326,465



1.3 years



17.22







326,465



1.3 years



17.22



$
18.01  $22.00



1,889,848



0.1 years



19.01







1,889,848



0.1 years



19.01



7,660,423



4.5 years


$
9.63


$
1,230



4,849,423



2.1 years


$
12.70


$
26   Restricted
    Stock Units
   83




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedNumber of Non-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at December 31, 2008


2,951,250


$
5.09Granted


994,200



4.32Awards Vested


(1,198,500
)


5.64Forfeited


(60,200
)


5.72Unvested Awards at December 31, 2009


2,686,750


$
4.55   Employee
    Stock Purchase Plan
    9.
    INCOME
    TAXES    2009


2008


2007Tax expense (benefit) at the United States statutory rate

$
44,229


$
(6,499
)

$
(13,353
)State taxes, net of federal tax benefit


(73,092
)


7,765



8,549Valuation allowances


(589,368
)


55,031



61,552Permanent items and other


530



1,916



818Total income tax (benefit) expense

$
(617,701
)

$
58,213


$
57,566      84




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Current deferred tax assets:Accrued liabilities

$
6,252


$
8,133


$
6,884Unrealized loss on interest rate exchange agreements


15,699



18,258



Allowance for doubtful accounts


851



1,106



790Current deferred tax assets


22,802



27,497



7,674Less: Valuation allowance


(186
)


(19,237
)


(5,250
)Current deferred tax assets, net

$
22,616


$
8,260


$
2,424Long-term deferred tax assets:Net operating losses

$
969,589


$
918,061


$
897,921Capital loss


4,598



4,593



10,300Unrealized loss on interest rate exchange agreements


6,599



14,133



Other assets


3,723



4,031



6,382Valuation allowance


(8,019
)


(658,211
)


(625,757
)Long-term deferred tax assets

$
976,490


$
282,607


$
288,846Long-term deferred tax assets, net

$
222,695


$



$
Long-term deferred tax liabilities:Investment in cable television systems:Tangible fixed assets and definite-lived intangible assets

$
317,215


$
290,867


$
291,270Indefinite-lived intangible assets


436,580



372,390



314,178Long-term deferred tax liabilities

$
753,795


$
663,257


$
605,448Long-term deferred tax liabilities, net

$



$
380,650


$
316,602   Valuation
    Allowances
  state-by-state 718-740,
  Income Taxes Accounting for Income Taxes)
 85




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interim
    Reporting Interim Financial Reporting)
    
    Taxable income in the carry-back period;
    Reversing taxable temporary differences;
    Tax planning strategies; and,
    Anticipated future taxable income.    12-quarter
    Other
    tax matters
  Accounting for Uncertainty in Income
    Taxes- An Interpretation of FASB Statement
    No. 109
 86




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    RELATED
    PARTY TRANSACTIONS        11.
    REPURCHASE
    OF MEDIACOM CLASS A COMMON STOCK        Year Ended December 31,2009

2008Revenues

$
2,722


$
22,499Pre-tax net income

$
863


$
2,271  87




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,


December 31,2009


2008Assets held for sale  current:Cash

$



$
53Accounts receivable, net






1,618Prepaid and other current assets






22Total assets held for sale  current

$



$
1,693Assets held for sale  long term:Property, plant and equipment, net






6,396Franchise rights, net






4,532Other assets






5Total assets held for sale  long term

$



$
10,933Liabilities held for sale  current:Accounts payable and accrued expenses

$



$
2,020Total liabilities held for sale  current

$



$
2,020         12.
    EMPLOYEE
    BENEFIT PLANS   88




---



##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
      2010

$
5,7012011


4,5882012


3,4992013


2,0202014


1,392Thereafter


6,490Total

$
23,690     Letters
    of Credit
    Legal
    Proceedings
  Gary Ogg
    and Janice Ogg v. Mediacom LLC
   89




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Jim
    Knight v. Mediacom Communications Corp.
    14.
    SALE OF
    CABLE SYSTEMS, NET     90




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##### Table of Contents



MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    SELECTED
    QUARTERLY FINANCIAL DATA (all amounts in thousands, except per
    share data):  First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter(Unaudited)2009Revenues

$
360,438


$
364,495


$
363,383


$
372,043Operating income


74,945



77,062



70,949



76,805Net income (loss)

$
22,362


$
34,406


$
(10,000
)

$
697,299Basic net income (loss) per share

$
0.28


$
0.51


$
(0.15
)

$
10.31Diluted net income (loss) per share

$
0.27


$
0.49


$
(0.15
)

$
9.86Basic weighted average common shares outstanding


80,597



67,435



67,458



67,619Diluted weighted average common shares outstanding


83,607



70,857



67,458



70,7082008Revenues

$
339,679


$
349,501


$
352,553


$
360,161Operating income


64,616



69,332



71,179



73,729Net (loss) income

$
(30,635
)

$
20,932


$
2,197


$
(69,988
)Basic and diluted net (loss) income per share


(0.31
)


0.22



0.02



(0.74
)Basic weighted average common shares outstanding


97,645



95,137



94,628



94,781Diluted weighted average common shares outstanding


97,645



97,257



96,916



94,7812007Revenues

$
307,876


$
324,734


$
328,252


$
332,513Operating income


52,327



60,961



55,439



53,602Net loss

$
(16,880
)

$
(6,644
)

$
(34,733
)

$
(36,872
)Basic and diluted net loss per share


(0.15
)


(0.06
)


(0.32
)


(0.36
)Basic and diluted weighted average common shares outstanding


109,890



109,758



108,013



103,649   16.
    SUBSEQUENT
    EVENTS   91




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##### Table of Contents



Schedule II
  MEDIACOM
    COMMUNICATIONS CORPORATION AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions

DeductionsBalance at

Charged to

Charged to

Charged to

Charged tobeginning

costs and

other

costs and

other

Balance atof period

expenses

accounts

expenses

accounts

end of periodDecember 31, 2007Allowance for doubtful accounts:Current receivables

$
2,173


$
5,416


$



$
5,482


$



$
2,107Valuation allowancesDeferred tax assets

$
551,787


$
79,220


$



$



$



$
631,007December 31, 2008Allowance for doubtful accounts:Current receivables

$
2,107


$
3,165


$



$
2,456


$
42


$
2,774Valuation allowancesDeferred tax assets

$
631,007


$
46,441


$



$



$



$
677,448December 31, 2009Allowance for doubtful accounts:Current receivables

$
2,774


$
4,095


$
42


$
4,731


$



$
2,180Valuation allowancesDeferred tax assets

$
677,448






$



$
669,243


$



$
8,205   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rule 13a-15(e)
  Rule 13a-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 92




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##### Table of Contents




    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.        ITEM 9B.
    OTHER
    INFORMATION   PART III ITEM 10.DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   93




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K
  (b)
    Exhibits  Regulation S-K,
  ExhibitNumber

Exhibit Description2
.1

Share Exchange Agreement, dated as of September 7, 2008, by
    and between Mediacom Communications Corporation, Shivers
    Investments, LLC, and Shivers Trading & Operating
    Company(1)2
.2

Significant Stockholder Agreement, dated as of September 7,
    2008 by and between Mediacom Communications Corporation and
    Rocco B.
    Commisso(1)2
.3

Asset Transfer Agreement, dated February 11, 2009, by and
    among Mediacom Communications Corporation, certain operating
    subsidiaries of Mediacom LLC and the operating subsidiaries of
    Mediacom Broadband
    LLC(2)3
.1

Restated Certificate of Incorporation of Mediacom Communications
    Corporation(3)3
.2

Amended and Restated By-laws of Mediacom Communications
    Corporation(4)4
.1

Form of certificate evidencing share of Class A common
    stock(3)4
.2

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom Broadband LLC and Mediacom Broadband
    Corporation(5)4
.3

Indenture relating to
    91/8% senior
    notes due 2019 of Mediacom LLC and Mediacom Capital
    Corporation(6)10
.1(a)

Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders thereto and
    JPMorgan Chase Bank, as administrative agent for the
    lenders(7)10
.1(b)

Amendment No. 1, dated as of May 5, 2006, to the
    Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders thereto and
    JPMorgan Chase Bank, as administrative agent for the
    lenders(8)10
.1(c)

Amendment No. 2, dated as of June 11, 2007, to the
    Credit Agreement, dated as of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank as administrative agent for the
    lenders(9)10
.1(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Credit Agreement, dated of October 21, 2004, among the
    operating subsidiaries of Mediacom LLC, the lenders party
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(9)10
.2(a)

Amendment and Restatement, dated December 16, 2004, of
    Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(10)10
.2(b)

Amendment No. 1, dated as of October 11, 2005, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JP Morgan Chase Bank, as administrative agent for
    the
    lenders(11) 94




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.2(c)

Amendment No. 2, dated as of May 5, 2006, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(8)10
.2(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(9)10
.2(e)

Amendment No. 4, dated as of June 11, 2007, to the
    Amendment and Restatement, dates as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(9)10
.3

Incremental Facility Agreement, dated as of May 5, 2006,
    between the operating subsidiaries of Mediacom LLC, the lenders
    signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(8)10
.4

Incremental Facility Agreement, dated as of August 25,
    2009, between the operating subsidiaries of Mediacom LLC, the
    lenders signatory thereto and JPMorgan Chase Base, N.A., as
    administrative
    agent(6)10
.5

Incremental Facility Agreement, dated as of May 5, 2006,
    between the operating subsidiaries of Mediacom Broadband LLC,
    the lenders signatory thereto and JPMorgan Chase Bank. N.A., as
    administrative
    agent(8)10
.6

Incremental Facility Agreement, dated as of May 29, 2008,
    between the operating subsidiaries of Mediacom Broadband LLC,
    the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(12)10
.7*

Form of Amended and Restated Registration Rights Agreement by
    and among Mediacom Communications Corporation, Rocco B. Commisso
    and others who are named in the
    agreement(3)10
.8

Fifth Amended and Restated Operating Agreement of Mediacom
    LLC(13)10
.9

Amended and Restated Limited Liability Company Operating
    Agreement of Mediacom Broadband
    LLC(14)10
.10*

Compensation Agreement of Rocco
    Commisso(15)10
.11

2001 Employee Stock Purchase
    Plan(16)10
.12(a)*

2003 Incentive
    Plan(17)10
.12(b)*

Form of Stock Option Agreement for Executive
    Officers(2)10
.12(c)*

Form of Restricted Stock Unit Award Agreement for Executive
    Officers(2)10
.13(a)

Non-Employee Directors Equity Incentive
    Plan(18)10
.13(b)

Form of Stock Option Agreement for Non-Employee
    Directors(2)10
.13(c)

Form of Restricted Stock Unit Award Agreement for Non-Employee
    Directors(2)12
.1

Schedule of Computation of Ratio of Earnings to Fixed Charges21
.1

Subsidiaries of Mediacom Communications Corporation23
.1

Consent of PricewaterhouseCoopers LLP31
.1

Rule 13a-14(a)
    Certifications32
.1

Section 1350 Certifications  95




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##### Table of Contents



(c)
    Financial
    Statement Schedule  Form 10-K.
    *
    
    Compensatory Plan(1)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated September 7, 2008, of Mediacom Communications
    Corporation and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 of Mediacom
    Communications Corporation and incorporated herein by reference.(3)
    
    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.(4)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated April 21, 2009, of Mediacom Communications
    Corporation and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated August 30, 2005, of Mediacom Broadband LLC and
    Mediacom Broadband Corporation and incorporated herein by
    reference.(6)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(7)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2004 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(8)
    
    Filed as an exhibit to the Quarterly Report of
    Form 10-Q
    for the quarterly period ended March 31, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Quarterly Report of
    Form 10-Q
    for the quarterly period ended June 30, 2007 of Mediacom
    Communications Corporation and incorporated herein by reference.(10)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004 of Mediacom
    Communications Corporation and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(12)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated May 29, 2008, of Mediacom Broadband LLC and
    incorporated herein by reference.(13)
    
    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.(14)
    
    Filed as an exhibit to the Registration Statement on
    Form S-4
    (File
    No. 333-72440)
    of Mediacom Broadband LLC and Mediacom Broadband Corporation and
    incorporated herein by reference.(15)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004 of Mediacom
    Communications Corporation and incorporated herein by reference.(16)
    
    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.(17)
    
    Filed as Exhibit A to the definitive Proxy Statement of
    Mediacom Communications Corporation on April 30, 2003 and
    incorporated herein by reference.(18)
    
    Filed as Exhibit A to the definitive Proxy Statement of
    Mediacom Communications Corporation on April 29, 2004 and
    incorporated herein by reference. 96




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##### Table of Contents



SIGNATURES
    Mediacom Communications Corporation
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chairman and Chief Executive Officer (principal executive
    officer)

March 5, 2010/s/  Mark
    E. StephanMark
    E. Stephan

Executive Vice President, Chief Financial Officer and Director
    (principal financial officer and principal accounting officer)

March 5, 2010/s/  Thomas
    V. ReifenheiserThomas
    V. Reifenheiser

Director

March 5, 2010/s/  Natale
    S. RicciardiNatale
    S. Ricciardi

Director

March 5, 2010/s/  Robert
    L. WinikoffRobert
    L. Winikoff

Director

March 5, 2010/s/  Scott
    W. SeatonScott
    W. Seaton

Director

March 5, 2010  97