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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, 2008
 Commission File Numbers: 333-57285-01
                       
                  333-57285
 Mediacom LLC
Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 New York
    
    06-1433421New York
    
    06-1513997(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Numbers)
 100 Crystal Run Road
Middletown, New York 10941
 (Address of principal executive offices)
 (845) 695-2600
 (Registrants telephone number)
 Securities registered pursuant to Section 12(b) of the Exchange Act:
 None
 Securities registered pursuant to Section 12(g) of the Exchange Act:
 None
 o  þ
 þ  o
 o  þ
    Large accelerated filers o
    
    Accelerated filers o
    
    Non-accelerated filers þ
    
    Smaller reporting companies o(Do not check if a smaller reporting company)
 o  þ




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##### 



MEDIACOM LLC
 2008 FORM 10-K ANNUAL REPORT
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    22Item 1B.
    
    Unresolved Staff Comments
    
    
    28Item 2.
    
    Properties
    
    
    28Item 3.
    
    Legal Proceedings
    
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    29PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    29Item 6.
    
    Selected Financial Data
    
    
    29Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    47Item 8.
    
    Financial Statements and Supplementary Data
    
    
    48Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    71Item 9A.
    
    Controls and Procedures
    
    
    71Item 9B.
    
    Other Information
    
    
    73PART IIIItem 10.
    

Directors, Executive Officers and Corporate Governance
    
    
    73Item 11.
    
    Executive Compensation
    
    
    74Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    74Item 13.
    

Certain Relationships and Related Transactions, and Director Independence
    
    
    75Item 14.
    

Principal Accounting Fees and Services
    
    
    76PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    77EX-12.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21.1: SUBSIDIARIESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
   2




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.
 Cautionary Statement Regarding Forward-Looking Statements
   3




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PART I
 
 ITEM 1. BUSINESS
 Mediacom Communications Corporation
    Mediacom LLC
    Recent Developments
 Share Exchange Agreement between Mediacom and an affiliate of Morris Communications
   4




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Asset Transfer Agreement with Mediacom and Mediacom Broadband
     5




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Description of Our Cable Systems
 Overview
   2008(12)
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Operating Data:Core VideoEstimated homes passed(1)
    
    
    1,370,000
    
    
    
    1,360,000
    
    
    
    1,355,000
    
    
    
    1,347,000
    
    
    
    1,329,000Basic subscribers(2)
    
    
    601,000
    
    
    
    604,000
    
    
    
    629,000
    
    
    
    650,000
    
    
    
    675,000Basic penetration(3)
    
    
    43.9
    %
    
    
    44.4
    %
    
    
    46.4
    %
    
    
    48.3
    %
    
    
    50.8
    %Digital CableDigital customers(4)
    
    
    288,000
    
    
    
    240,000
    
    
    
    224,000
    
    
    
    205,000
    
    
    
    160,000Digital penetration(5)
    
    
    47.9
    %
    
    
    39.7
    %
    
    
    35.6
    %
    
    
    31.5
    %
    
    
    23.7
    %High Speed DataHSD customers(6)
    
    
    337,000
    
    
    
    299,000
    
    
    
    258,000
    
    
    
    212,000
    
    
    
    162,000HSD penetration(7)
    
    
    24.6
    %
    
    
    22.0
    %
    
    
    19.0
    %
    
    
    15.7
    %
    
    
    12.2
    %PhoneEstimated marketable phone
homes(8)
    
    
    1,198,000
    
    
    
    1,150,000
    
    
    
    950,000
    
    
    
    250,000
    
    
    
    Phone customers(9)
    
    
    114,000
    
    
    
    79,000
    
    
    
    34,000
    
    
    
    4,500
    
    
    
    Phone penetration(10)
    
    
    9.5
    %
    
    
    6.9
    %
    
    
    3.6
    %
    
    
    1.8
    %
    
    
    Revenue Generating Units(11)
    
    
    1,340,000
    
    
    
    1,222,000
    
    
    
    1,145,000
    
    
    
    1,071,500
    
    
    
    997,000
 
 (1)
    
    Represents the estimated number of single residence homes, apartments and condominium units passed
by the cable distribution network. Estimated homes passed is 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 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. Customers who exclusively purchase HSD
and/or phone service are not counted as basic subscribers. 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 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
generally represent customers with bandwidth requirements of up to 20 Mbps, and 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. 6




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(8)
    
    Represents 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.(10)
    
    Represents the number of total phone customers as a percentage of 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 Transfer Agreement on February 13, 2009. Products and Services
 Video
  Broadcast Basic Service.
 Family Basic Service.
  Digital Service.
 Pay-Per-View Service.
 Video-On-Demand.
 High-Definition Television.
 7




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Digital Video Recorders.
  Mediacom Online
   Mediacom Phone
  Mediacom Business Services
   Advertising
   8




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Marketing and Sales
   Customer Care
  Contact Centers
  Network Management and Field Operations
   Community Relations
 Cable in the Classroom Get Ready for Digital TV
 9




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Franchises
     10




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Programming Supply
    Technology
    Competition
  11




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Video
 Direct Broadcast Satellite Providers
    Traditional Overbuilds
  Local Telephone Companies
  Other
  12




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HSD
     Phone
   Other Competition
  Employees
  13




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Legislation and Regulation
 General
  Federal Regulation
  Subscriber Rates and Program Tiering
  a la carte a la carte
  a la carte
 Content Regulations
 Must Carry and Retransmission Consent
   14




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Tier Buy Through
   Use of Our Cable Systems by the Government and Unrelated Third Parties
   15




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Franchise Matters
  Ownership Limitations
   Cable Equipment
 tm
 16




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Pole Attachment Regulation
     17




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Multiple Dwelling Unit Building Wiring
  Copyright
     18




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Privacy and Data Security
   HSD Service
   19




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Voice-over-Internet Protocol Telephony
    20




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State and Local Regulation
  
    
    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.
 
 21




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ITEM 1A. RISK FACTORS
 Risks Related to our Operations
 Our products and services face a great deal of competition that could adversely affect our
business, financial condition and results of operations.
     Weakening 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.
  The continuing increases in programming costs may have an adverse affect on our results of
operations.
  22




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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.
  We depend on network and information systems and other technologies. A disruption or failure in
such systems and technologies could have a material adverse affect on our business, financial
condition and results of operations.
  Our business depends on certain intellectual property rights and on not infringing on the
intellectual property rights of others.
  23




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Some of our cable systems operate in the Gulf Coast region, which historically has experienced
severe hurricanes and tropical storms.
  The
loss of  Mediacoms 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.
     24




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We have substantial debt, we are highly leveraged and we have significant interest payment
requirements, which could limit our operational flexibility and have an adverse affect on our
financial condition and results of operations.
    We are a holding company, and if our operating subsidiaries are unable to make funds available to
us, we may not be able to fund their indebtedness and other obligations.
   A
default under our indentures or our subsidiaries credit facility could result in an acceleration of our
indebtedness and other material adverse effects.
  25




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A lowering of the ratings assigned to our debt securities by ratings agencies may further 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.
  Impairment of our goodwill and other intangible assets could cause significant losses.
  Goodwill and Other Intangible Assets,
  Risks Related to Legislative and Regulatory Matters
 Changes in cable regulations could adversely impact our business.
  Additional regulation of rates charged for our services could impair future revenues.
  26




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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.
  Changes in pole attachment regulations or actions by pole owners could significantly increased our
pole attachment costs.
  Changes in compulsory copyright regulations could significantly increase our license fees.
  27




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Risks
Related to Mediacoms Chairman and Chief Executive Officers Controlling Position
 Mediacoms 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
   
 ITEM 3. LEGAL PROCEEDINGS
  28




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  
 ITEM 6. SELECTED FINANCIAL DATA
   29




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Year Ended December 31,2008(11)
    
    
    2007
    
    
    2006(12)
    
    
    2005
    
    
    2004(Amounts in thousands, except per share data and operating data)(Unaudited)Statement of Operations Data:Revenues
    
    $
    615,859
    
    
    $
    565,913
    
    
    $
    529,156
    
    
    $
    485,705
    
    
    $
    472,187Costs and expenses:Service costs
    
    
    267,321
    
    
    
    245,968
    
    
    
    222,334
    
    
    
    199,568
    
    
    
    185,123Selling, general and administrative expenses
    
    
    110,605
    
    
    
    104,694
    
    
    
    101,149
    
    
    
    94,313
    
    
    
    86,807Management fee expense  parent
    
    
    11,805
    
    
    
    10,358
    
    
    
    9,747
    
    
    
    10,048
    
    
    
    8,691Depreciation and amortization
    
    
    109,883
    
    
    
    113,597
    
    
    
    104,678
    
    
    
    101,467
    
    
    
    107,282Operating income
    
    
    116,245
    
    
    
    91,296
    
    
    
    91,248
    
    
    
    80,309
    
    
    
    84,284Interest expense, net
    
    
    (99,639
    )
    
    
    (118,386
    )
    
    
    (112,895
    )
    
    
    (102,000
    )
    
    
    (97,790
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (4,624
    )
    
    
    (4,742
    )
    
    
    (Loss) gain
on derivatives, net
    
    
    (23,321
    )
    
    
    (9,951
    )
    
    
    (7,080
    )
    
    
    5,917
    
    
    
    5,196Gain on sale of assets and investments, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,628
    
    
    
    5,885(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    8,826
    
    
    
    
    
    
    
    
    
    
    
    Investment from other affiliate(1)
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000Other expense, net
    
    
    (3,726
    )
    
    
    (4,411
    )
    
    
    (4,068
    )
    
    
    (4,406
    )
    
    
    (6,599
    )Net income (loss)
    
    $
    7,389
    
    
    $
    (14,626
    )
    
    $
    (19,419
    )
    
    $
    (4,294
    )
    
    $
    8,976Balance Sheet Data (end of period):Total assets
    
    $
    1,499,125
    
    
    $
    1,467,146
    
    
    $
    1,486,383
    
    
    $
    1,492,010
    
    
    $
    1,491,900Total debt
    
    $
    1,520,000
    
    
    $
    1,505,500
    
    
    $
    1,548,356
    
    
    $
    1,468,781
    
    
    $
    1,473,177Total members deficit
    
    $
    (304,261
    )
    
    $
    (267,650
    )
    
    $
    (251,020
    )
    
    $
    (123,601
    )
    
    $
    (119,307
    )Cash Flow Data:Net cash flows provided by (used in):Operating activities
    
    $
    186,383
    
    
    $
    103,927
    
    
    $
    133,394
    
    
    $
    111,333
    
    
    $
    137,793Investing activities
    
    $
    (141,695
    )
    
    $
    (83,469
    )
    
    $
    (99,911
    )
    
    $
    (109,718
    )
    
    $
    (81,520
    )Financing activities
    
    $
    (44,213
    )
    
    $
    (22,374
    )
    
    $
    (28,448
    )
    
    $
    (7,280
    )
    
    $
    (57,559
    )Other Data:Adjusted OIBDA(2)
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    196,337
    
    
    $
    181,916
    
    
    $
    191,589Adjusted OIBDA margin(3)
    
    
    36.8
    %
    
    
    36.3
    %
    
    
    37.1
    %
    
    
    37.4
    %
    
    
    40.6
    %Ratio of earnings to fixed charges(4)
    
    
    1.07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.08Operating Data: (end of period)Estimated homes passed(5)
    
    
    1,370,000
    
    
    
    1,360,000
    
    
    
    1,355,000
    
    
    
    1,347,000
    
    
    
    1,329,000Basic subscribers(6)
    
    
    601,000
    
    
    
    604,000
    
    
    
    629,000
    
    
    
    650,000
    
    
    
    675,000Digital customers(7)
    
    
    288,000
    
    
    
    240,000
    
    
    
    224,000
    
    
    
    205,000
    
    
    
    160,000HSD customers(8)
    
    
    337,000
    
    
    
    299,000
    
    
    
    258,000
    
    
    
    212,000
    
    
    
    162,000Phone customers(9)
    
    
    114,000
    
    
    
    79,000
    
    
    
    34,000
    
    
    
    4,500
    
    
    
    RGUs(10)
    
    
    1,340,000
    
    
    
    1,222,000
    
    
    
    1,145,000
    
    
    
    1,071,500
    
    
    
    997,000
 
 (1)
    
    Investment income from
affiliate represents the investment income on our $150.0 million
preferred equity investment in Mediacom Broadband. See Note 11.(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. 30




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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.The following represents a reconciliation of Adjusted OIBDA to
operating income, which is the most directly comparable GAAP measure
(dollars in thousands): Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004Adjusted OIBDA
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    196,337
    
    
    $
    181,916
    
    
    $
    191,589Non-cash, share-based compensation charges(A)
    
    
    (429
    )
    
    
    (453
    )
    
    
    (411
    )
    
    
    (140
    )
    
    
    (23
    )Depreciation and amortization
    
    
    (109,883
    )
    
    
    (113,597
    )
    
    
    (104,678
    )
    
    
    (101,467
    )
    
    
    (107,282
    )Operating income
    
    $
    116,245
    
    
    $
    91,296
    
    
    $
    91,248
    
    
    $
    80,309
    
    
    $
    84,284
 (A)
    
    Includes approximately $9, $10, $28, $23 and $26 for the years ended December 31,
2008, 2007, 2006, 2005 and 2004, respectively, related to the issuance of other
share-based awards.
  (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See note 2 above.(4)
    
    Earnings were insufficient to cover fixed charges by $14.4 million, $19.6 million and $4.9 million for the years ended
December 31, 2007, 2006, and 2005, respectively. Refer to Exhibit 12.1(5)
    
    Represents an estimate of the number of single residence homes, apartments and condominium units passed by the cable
distribution network. Estimated homes passed is based on the best available information.(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 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.
Customers who exclusively purchase HSD and/or phone service are not counted as basic subscribers. 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 that receive 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 generally represent customers with bandwidth
requirements of up to 20Mbps, and are converted to equivalent residential HSD customers by dividing their associated
revenues by the applicable residential rate. Our HSD customers exclude large commercial accounts. Our methodology of
calculating HSD customers may not be identical to those used by other companies offering similar services.(9)
    
    Represents estimated number of homes to which we market phone service, and is based upon the best available information.(10)
    
    Represents the sum of basic subscribers and digital, HSD and phone customers.(11)
    
    Does not give effect to the
completion of the Transfer Agreement  on February 13, 2009 and the $110 million
contribution that we made to Mediacom on
February 12, 2009. See Note 7.(12)
    
    Effective January 1, 2006, we adopted SFAS No. 123(R). See Note 9 to our
consolidated financial statements. 31




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    Revenues, Costs and Expenses
      32




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##### Table of Contents



Adjusted OIBDA
   Actual Results of Operations
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
  Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    615,859
    
    
    $
    565,913
    
    
    $
    49,946
    
    
    
    8.8
    %Costs and expenses:Service costs
    
    
    267,321
    
    
    
    245,968
    
    
    
    21,353
    
    
    
    8.7
    %Selling, general and administrative expenses
    
    
    110,605
    
    
    
    104,694
    
    
    
    5,911
    
    
    
    5.6
    %Management fee expense
    
    
    11,805
    
    
    
    10,358
    
    
    
    1,447
    
    
    
    14.0
    %Depreciation and amortization
    
    
    109,883
    
    
    
    113,597
    
    
    
    (3,714
    )
    
    
    (3.3
    %)Operating income
    
    
    116,245
    
    
    
    91,296
    
    
    
    24,949
    
    
    
    27.3
    %Interest expense, net
    
    
    (99,639
    )
    
    
    (118,386
    )
    
    
    18,747
    
    
    
    (15.8
    %)Loss on derivatives, net
    
    
    (23,321
    )
    
    
    (9,951
    )
    
    
    (13,370
    )
    
    NM(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    8,826
    
    
    
    (8,996
    )
    
    NMInvestment income from affiliate
    
    
    18,000
    
    
    
    18,000
    
    
    
    
    
    
    NMOther
expense, net
    
    
    (3,726
    )
    
    
    (4,411
    )
    
    
    685
    
    
    
    (15.5
    %)Net income (loss)
    
    $
    7,389
    
    
    $
    (14,626
    )
    
    $
    22,015
    
    
    
    (150.5
    %)Adjusted OIBDA
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    21,211
    
    
    
    10.3
    %
 33




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##### Table of Contents



Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    21,211
    
    
    
    10.3
    %Non-cash, share-based compensation charges(1)
    
    
    (429
    )
    
    
    (453
    )
    
    
    24
    
    
    
    (5.3
    %)Depreciation and amortization
    
    
    (109,883
    )
    
    
    (113,597
    )
    
    
    3,714
    
    
    
    (3.3
    %)Operating income
    
    $
    116,245
    
    
    $
    91,296
    
    
    $
    24,949
    
    
    
    27.3
    %
 
 (1)
    
    Includes approximately $9
and $10 for the years ended December 31, 2008 and 2007, respectively,
related to the issuance of other share-based awards. Revenues
  Year Ended December 31,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    408,536
    
    
    $
    398,481
    
    
    $
    10,055
    
    
    
    2.5
    %HSD
    
    
    146,970
    
    
    
    125,914
    
    
    
    21,056
    
    
    
    16.7
    %Phone
    
    
    40,359
    
    
    
    21,732
    
    
    
    18,627
    
    
    
    85.7
    %Advertising
    
    
    19,994
    
    
    
    19,786
    
    
    
    208
    
    
    
    1.1
    %Total
    
    $
    615,859
    
    
    $
    565,913
    
    
    $
    49,946
    
    
    
    8.8
    %
 Year Ended December 31,
    
    
    Increase2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    601,000
    
    
    
    604,000
    
    
    
    (3,000
    )
    
    
    (0.5
    %)Digital customers
    
    
    288,000
    
    
    
    240,000
    
    
    
    48,000
    
    
    
    20.0
    %HSD Customers
    
    
    337,000
    
    
    
    299,000
    
    
    
    38,000
    
    
    
    12.7
    %Phone customers
    
    
    114,000
    
    
    
    79,000
    
    
    
    35,000
    
    
    
    44.3
    %RGUs(1)
    
    
    1,340,000
    
    
    
    1,222,000
    
    
    
    118,000
    
    
    
    9.7
    %Average total monthly revenue per basic subscriber (2)
    
    $
    85.18
    
    
    $
    76.50
    
    
    $
    8.68
    
    
    
    11.3
    %
 
 (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 total average
basic subscribers during such period.   34




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  35




---



##### Table of Contents



Loss on Derivatives, Net
  (Loss) Gain on Sale of Cable Systems, Net
  Other Expense, Net
  Investment Income from Affiliate
  Net
Income (Loss)
  36




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##### Table of Contents



Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
  Year Ended December 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    565,913
    
    
    $
    529,156
    
    
    $
    36,757
    
    
    
    6.9
    %Costs and expenses:Service costs
    
    
    245,968
    
    
    
    222,334
    
    
    
    23,634
    
    
    
    10.6
    %Selling, general and administrative expenses
    
    
    104,694
    
    
    
    101,149
    
    
    
    3,545
    
    
    
    3.5
    %Management fee expense
    
    
    10,358
    
    
    
    9,747
    
    
    
    611
    
    
    
    6.3
    %Depreciation and amortization
    
    
    113,597
    
    
    
    104,678
    
    
    
    8,919
    
    
    
    8.5
    %Operating income
    
    
    91,296
    
    
    
    91,248
    
    
    
    48
    
    
    
    0.1
    %Interest expense, net
    
    
    (118,386
    )
    
    
    (112,895
    )
    
    
    (5,491
    )
    
    
    4.9
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    (4,624
    )
    
    
    4,624
    
    
    NMLoss on derivatives, net
    
    
    (9,951
    )
    
    
    (7,080
    )
    
    
    (2,871
    )
    
    
    40.6
    %Gain on sale of cable systems, net
    
    
    8,826
    
    
    
    
    
    
    
    8,826
    
    
    NMInvestment income from affiliate
    
    
    18,000
    
    
    
    18,000
    
    
    
    
    
    
    NMOther expense
    
    
    (4,411
    )
    
    
    (4,068
    )
    
    
    (343
    )
    
    
    8.4
    %Net loss
    
    $
    (14,626
    )
    
    $
    (19,419
    )
    
    $
    4,793
    
    
    
    (24.7
    %)Adjusted OIBDA
    
    $
    205,346
    
    
    $
    196,337
    
    
    $
    9,009
    
    
    
    4.6
    %
 37




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    205,346
    
    
    $
    196,337
    
    
    $
    9,009
    
    
    
    4.6
    %Non-cash, share-based compensation charges(1)
    
    
    (453
    )
    
    
    (411
    )
    
    
    (42
    )
    
    
    10.2
    %Depreciation and amortization
    
    
    (113,597
    )
    
    
    (104,678
    )
    
    
    (8,919
    )
    
    
    8.5
    %Operating income
    
    $
    91,296
    
    
    $
    91,248
    
    
    $
    48
    
    
    
    0.1
    %
 
 (1)
    
    Includes approximately $10 and $28 for the years ended December 31, 2007 and
2006, respectively, related to the issuance of other share-based awards. Revenues
   Year Ended December 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    398,481
    
    
    $
    396,094
    
    
    $
    2,387
    
    
    
    0.6
    %HSD
    
    
    125,914
    
    
    
    106,168
    
    
    
    19,746
    
    
    
    18.6
    %Phone
    
    
    21,732
    
    
    
    7,166
    
    
    
    14,566
    
    
    
    203.3
    %Advertising
    
    
    19,786
    
    
    
    19,728
    
    
    
    58
    
    
    
    0.3
    %Total
    
    $
    565,913
    
    
    $
    529,156
    
    
    $
    36,757
    
    
    
    6.9
    %
 Year Ended December 31,
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    604,000
    
    
    
    629,000
    
    
    
    (25,000
    )
    
    
    (4.0
    %)Digital customers
    
    
    240,000
    
    
    
    224,000
    
    
    
    16,000
    
    
    
    7.1
    %HSD Customers
    
    
    299,000
    
    
    
    258,000
    
    
    
    41,000
    
    
    
    15.9
    %Phone customers
    
    
    79,000
    
    
    
    34,000
    
    
    
    45,000
    
    
    
    132.4
    %RGUs
    
    
    1,222,000
    
    
    
    1,145,000
    
    
    
    77,000
    
    
    
    6.7
    %Average total monthly revenue per basic subscriber
    
    $
    76.50
    
    
    $
    68.95
    
    
    $
    7.54
    
    
    
    10.9
    %
   38




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Loss on Derivatives, Net
  39




---



##### Table of Contents



Loss on Early Extinguishment of Debt
  Investment Income from Affiliate
  Net Loss
  Liquidity and Capital Resources
   Recent Developments in the Credit Markets
   Bank
Credit Facility
 ,
 40




---



##### Table of Contents



Interest Rate Exchange Agreements
    Senior Notes
  Covenant Compliance and Debt Ratings
   Operating Activities
   41




---



##### Table of Contents



Investing Activities
   Financing Activities
   Share Exchange Agreement between Mediacom and an affiliate of Morris Communications
   Asset Transfer Agreement with Mediacom and Mediacom Broadband
   42




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
   Operating
    
    
    Interest
    
    
    PurchaseDebt
    
    
    Leases
    
    
    Expense(1)
    
    
    Obligations(2)
    
    
    Total2009
    
    $
    30,500
    
    
    $
    2,494
    
    
    $
    88,255
    
    
    $
    22,199
    
    
    $
    143,4482010-2011
    
    
    318,000
    
    
    
    3,924
    
    
    
    152,525
    
    
    
    10,416
    
    
    
    484,8652012-2013
    
    
    567,000
    
    
    
    2,216
    
    
    
    71,900
    
    
    
    114
    
    
    
    641,230Thereafter
    
    
    604,500
    
    
    
    5,421
    
    
    
    9,469
    
    
    
    
    
    
    
    619,390Total cash obligations
    
    $
    1,520,000
    
    
    $
    14,055
    
    
    $
    322,149
    
    
    $
    32,729
    
    
    $
    1,888,933
 
 *
    
    Refer to Note 5 to our consolidated financial statements for a
discussion of our long-term debt, and to Note 10 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, 2008 and the
average interest rates applicable under such debt obligations.(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: $8.4 million for 2009 and $0.4 million for
2010-2013. Critical Accounting Policies
  Property, Plant and Equipment
 Financial
Reporting by Cable Television Companies.
 43




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##### Table of Contents



Valuation and Impairment Testing of Indefinite-lived Intangibles
  Goodwill and Other Intangible Assets
  Unit of Accounting for Testing Impairment of
Indefinite-Lived Intangible Assets,
     44




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##### Table of Contents



Share-based Compensation
  Recent Accounting Pronouncements
 Fair
Value Measurements.
  
 
 
  The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 45




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51.
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133.
 Inflation and Changing Prices
  46




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     Bank CreditSenior Notes
    
    
    Facilities
    
    
    TotalExpected Maturity:January 1, 2009 to December
31, 2009
    
     $
    
    
    
    $
    30,500
    
    
    $
    30,500January 1, 2010 to December
31, 2010
    
    
    
    
    
    
    56,500
    
    
    
    56,500January 1, 2011 to December
31, 2011
    
    
    125,000
    
    
    
    136,500
    
    
    
    261,500January 1, 2012 to December
31, 2012
    
    
    
    
    
    
    60,500
    
    
    
    60,500January 1, 2013 to December
31, 2013
    
    
    500,000
    
    
    
    6,500
    
    
    
    506,500Thereafter
    
    
    
    
    
    
    604,500
    
    
    
    604,500Total
    
    $
    625,000
    
    
    $
    895,000
    
    
    $
    1,520,000Fair Value
    
    $
    472,500
    
    
    $
    562,787
    
    
    $
    1,035,287Weighted Average Interest Rate
    
    
    9.2
    %
    
    
    3.5
    %
    
    
    5.8
    %
 47




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 MEDIACOM LLC AND SUBSIDIARIES
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Contents
  PageReport of Independent Registered Public Accounting Firm
    
    
    49Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    50Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007 and 2006
    
    
    51Consolidated Statements of Changes in Members Deficit for the Years Ended December 31, 2008, 2007 and 2006
    
    
    52Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006
    
    
    53Notes to Consolidated Financial Statements
    
    
    54Financial Statement Schedule: Schedule II  Valuation and Qualifying Accounts
    
    
    71
 48




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
   
 49




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash
    
    $
    10,060
    
    
    $
    9,585Accounts receivable, net of allowance for doubtful accounts of $1,127 and $900
    
    
    36,033
    
    
    
    34,415Prepaid expenses and other current assets
    
    
    7,575
    
    
    
    8,485Total current assets
    
    
    53,668
    
    
    
    52,485Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable  systems:Property, plant and equipment, net of accumulated depreciation of $1,102,831
and $1,002,953
    
    
    718,467
    
    
    
    686,987Franchise rights
    
    
    550,709
    
    
    
    550,763Goodwill
    
    
    16,642
    
    
    
    16,642Subscriber lists, net of accumulated amortization of $132,305 and $137,745
    
    
    761
    
    
    
    1,013Total investment in cable  systems
    
    
    1,286,579
    
    
    
    1,255,405Other assets, net of accumulated amortization of $14,440 and $15,159
    
    
    8,878
    
    
    
    9,256Total assets
    
    $
    1,499,125
    
    
    $
    1,467,146LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    238,337
    
    
    $
    189,063Deferred revenue
    
    
    24,828
    
    
    
    22,879Current portion of long-term debt
    
    
    30,500
    
    
    
    26,500Total current liabilities
    
    
    293,665
    
    
    
    238,442Long-term debt, less current portion
    
    
    1,489,500
    
    
    
    1,479,000Other non-current liabilities
    
    
    20,221
    
    
    
    17,354Total liabilities
    
    
    1,803,386
    
    
    
    1,734,796Commitments and contingencies (Note 10)MEMBERS DEFICITCapital contributions
    
    
    394,517
    
    
    
    438,517Accumulated deficit
    
    
    (698,778
    )
    
    
    (706,167
    )Total members deficit
    
    
    (304,261
    )
    
    
    (267,650
    )Total liabilities and members deficit
    
    $
    1,499,125
    
    
    $
    1,467,146
  50




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2008
    
    
    2007
    
    
    2006Revenues
    
    $
    615,859
    
    
    $
    565,913
    
    
    $
    529,156Costs and expenses:Service costs (exclusive of depreciation
and amortization)
    
    
    267,321
    
    
    
    245,968
    
    
    
    222,334Selling, general and administrative expenses
    
    
    110,605
    
    
    
    104,694
    
    
    
    101,149Management fee expense
    
    
    11,805
    
    
    
    10,358
    
    
    
    9,747Depreciation and amortization
    
    
    109,883
    
    
    
    113,597
    
    
    
    104,678Operating income
    
    
    116,245
    
    
    
    91,296
    
    
    
    91,248Interest expense, net
    
    
    (99,639
    )
    
    
    (118,386
    )
    
    
    (112,895
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (4,624
    )Loss on derivatives, net
    
    
    (23,321
    )
    
    
    (9,951
    )
    
    
    (7,080
    )(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    8,826
    
    
    
    Investment income from affiliate
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000Other
expense, net
    
    
    (3,726
    )
    
    
    (4,411
    )
    
    
    (4,068
    )Net income (loss)
    
    $
    7,389
    
    
    $
    (14,626
    )
    
    $
    (19,419
    )
  51




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS DEFICIT
  Capital
    
    
    AccumulatedContributions
    
    
    Deficit
    
    
    Total(All dollar amounts in thousands)Balance, December 31, 2005
    
    $
    548,521
    
    
    $
    (672,122
    )
    
    $
    (123,601
    )Net loss
    
    
    
    
    
    
    (19,419
    )
    
    
    (19,419
    )Capital distributions
    
    
    (108,000
    )
    
    
    
    
    
    
    (108,000
    )Balance, December 31, 2006
    
    $
    440,521
    
    
    $
    (691,541
    )
    
    $
    (251,020
    )Net loss
    
    
    
    
    
    
    (14,626
    )
    
    
    (14,626
    )Capital distributions
    
    
    (2,004
    )
    
    
    
    
    
    
    (2,004
    )Balance, December 31, 2007
    
    $
    438,517
    
    
    $
    (706,167
    )
    
    $
    (267,650
    )Net income
    
    
    
    
    
    
    7,389
    
    
    
    7,389Capital distributions
    
    
    (104,000
    )
    
    
    
    
    
    
    (104,000
    )Capital contributions
    
    
    60,000
    
    
    
    
    
    
    
    60,000Balance, December 31, 2008
    
    $
    394,517
    
    
    $
    (698,778
    )
    
    $
    (304,261
    )
  52




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008
    
    
    2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    7,389
    
    
    $
    (14,626
    )
    
    $
    (19,419
    )Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    109,883
    
    
    
    113,597
    
    
    
    104,678Loss on derivatives, net
    
    
    23,321
    
    
    
    9,951
    
    
    
    7,080Loss (gain) on sale of cable systems, net
    
    
    170
    
    
    
    (8,826
    )
    
    
    Amortization of deferred financing costs
    
    
    2,039
    
    
    
    2,225
    
    
    
    2,427Share-based compensation
    
    
    420
    
    
    
    443
    
    
    
    383Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    2,999Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (1,788
    )
    
    
    (1,770
    )
    
    
    (4,901
    )Prepaid expenses and other assets
    
    
    (532
    )
    
    
    (8,053
    )
    
    
    1,194Accounts payable and accrued expenses
    
    
    45,466
    
    
    
    9,723
    
    
    
    38,905Deferred revenue
    
    
    1,949
    
    
    
    2,016
    
    
    
    2,263Other non-current liabilities
    
    
    (1,934
    )
    
    
    (753
    )
    
    
    (2,215
    )Net cash flows provided by operating activities
    
    $
    186,383
    
    
    $
    103,927
    
    
    $
    133,394CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (141,695
    )
    
    
    (100,876
    )
    
    
    (99,911
    )Acquisition of cable  system
    
    
    
    
    
    
    (7,274
    )
    
    
    Proceeds from sale of cable systems, net
    
    
    
    
    
    
    24,681Net cash flows used in investing activities
    
    $
    (141,695
    )
    
    $
    (83,469
    )
    
    $
    (99,911
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    300,000
    
    
    
    113,034
    
    
    
    828,000Repayment of debt
    
    
    (285,500
    )
    
    
    (155,890
    )
    
    
    (748,425
    )Capital contributions from MCC
    
    
    60,000
    
    
    
    
    
    
    
    Capital distribution to MCC
    
    
    (104,000
    )
    
    
    (2,004
    )
    
    
    (108,000
    )Other financing activities  book overdrafts
    
    
    (14,713
    )
    
    
    22,486
    
    
    
    (23
    )Net cash flows used in financing activities
    
    $
    (44,213
    )
    
    $
    (22,374
    )
    
    $
    (28,448
    )Net increase (decrease) in cash
    
    
    475
    
    
    
    (1,916
    )
    
    
    5,035CASH, beginning of period
    
    
    9,585
    
    
    
    11,501
    
    
    
    6,466CASH, end of period
    
    $
    10,060
    
    
    $
    9,585
    
    
    $
    11,501SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    99,911
    
    
    $
    123,589
    
    
    $
    110,931
  53




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MEDIACOM LLC AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.  ORGANIZATION
    2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Preparation of Consolidated Financial Statements
 Share-Based Compensation
 Revenue Recognition
   Allowance for Doubtful Accounts
   54




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 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
 Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use.
 Marketing and Promotional Costs
  Intangible Assets
  55




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Goodwill and Other Intangible Assets
  Unit of Accounting for Testing Impairment of
Indefinite-Lived Intangible Assets,
      Other Assets
  56




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Segment Reporting
 Disclosure about Segments of an Enterprise and Related Information,
 Accounting for Derivative Instruments
 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.
 Accounting for Asset Retirement
 Accounting for Asset Retirement Obligations,
  Accounting for Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets,
 57




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Programming Costs
  Share-based Compensation
  Comprehensive Income
 Reporting Comprehensive Income,
 Reclassifications
  Recent Accounting Pronouncements
 Fair
Value Measurements.
  
 
 
 58




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51.
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133.
 3.  PROPERTY, PLANT AND EQUIPMENT
   December 31,
    
    
    December 31,2008
    
    
    2007Cable systems, equipment and subscriber devices
    
    $
    1,743,864
    
    
    $
    1,618,089Vehicles
    
    
    36,295
    
    
    
    32,349Furniture, fixtures and office equipment
    
    
    22,889
    
    
    
    21,696Buildings and leasehold improvements
    
    
    16,706
    
    
    
    16,278Land and land improvements
    
    
    1,544
    
    
    
    1,5281,821,298
    
    
    
    1,689,940Accumulated depreciation
    
    
    (1,102,831
    )
    
    
    (1,002,953
    )Property, plant and equipment, net
    
    $
    718,467
    
    
    $
    686,987
 Change in Estimate  Useful lives
  59




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Useful lives (in years)From
    
    
    ToPlant and
equipment
    
    
    12
    
    
    
    16Customer
premise equipment
    
    
    5
    
    
    
    7
   4.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  December 31,
    
    
    December 31,2008
    
    
    2007Accounts payable  affiliates
    
    $
    111,070
    
    
    $
    48,823Accrued interest
    
    
    28,377
    
    
    
    27,957Liability under interest rate exchange agreements
    
    
    18,519
    
    
    
    Accrued programming costs
    
    
    17,175
    
    
    
    17,844Accrued taxes and fees
    
    
    13,224
    
    
    
    17,383Accrued payroll and benefits
    
    
    10,706
    
    
    
    9,369Accrued service costs
    
    
    8,241
    
    
    
    10,879Accrued property, plant and equipment
    
    
    8,037
    
    
    
    4,376Book overdrafts (1)
    
    
    7,782
    
    
    
    22,497Subscriber advance payments
    
    
    5,523
    
    
    
    5,962Accrued telecommunications costs
    
    
    2,788
    
    
    
    6,726Accounts payable
    
    
    416
    
    
    
    8,579Other accrued expenses
    
    
    6,479
    
    
    
    8,668Accounts payable, accrued expenses and other current
liabilities
    
    $
    238,337
    
    
    $
    189,063
 
 (1)
    
    Book overdrafts represent outstanding checks in excess of funds on
deposit at our disbursement accounts. We transfer funds from our
depository accounts to our disbursement accounts upon daily
notification of checks presented for payment. Changes in book
overdrafts are reported as part of cash flows from financing
activities in our consolidated statement of cash flows. 5.  DEBT
  December 31,
    
    
    December 31,2008
    
    
    2007Bank credit facility
    
    $
    895,000
    
    
    $
    880,50077/8% Senior Notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% Senior Notes due 2013
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    
    
    
    
    1,520,000
    
    
    
    1,505,500Less: Current portion
    
    
    30,500
    
    
    
    26,500Total long-term debt
    
    $
    1,489,500
    
    
    $
    1,479,000
 60




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Bank Credit Facility
         ,
  Interest
Rate Exchange Agreements
  61




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Senior Notes
     Loss on Early Extinguishment of Debt
  62




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Fair Value and Debt Maturities
  7
7/8%
Senior Notes due 2011
    
    $
    97,5009
1/2%
Senior Notes due 2013
    
    
    375,000$
    472,500Bank Credit Facility
    
    $
    562,787
  2009
    
    $
    30,5002010
    
    
    56,5002011
    
    
    261,5002012
    
    
    60,5002013
    
    
    506,500Thereafter
    
    
    604,500Total
    
    $
    1,520,000
 6.  MEMBERS EQUITY
   7.  RELATED PARTY TRANSACTIONS
   63




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Share
Exchange Agreement between MCC and an affiliate of Morris Communications
   Asset Transfer Agreement with Mediacom and Mediacom Broadband
     8.  EMPLOYEE BENEFIT PLANS
  64




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 9.  SHARE-BASED COMPENSATION
 Share-based Compensation
  Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees.
 Share-Based Payment,
 Impact of the Adoption of SFAS No. 123(R)
   Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Share-based compensation expense by type of award:Employee stock options
    
    $
    37
    
    
    $
    39
    
    
    $
    118Employee stock purchase plan
    
    
    51
    
    
    
    57
    
    
    
    64Restricted stock units
    
    
    332
    
    
    
    347
    
    
    
    201Total share-based compensation expense
    
    $
    420
    
    
    $
    443
    
    
    $
    383
 65




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  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 31,2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    48.0
    %
    
    
    38.0
    %
    
    
    56.0
    %
    
    
    33.0
    %
    
    
    33.0
    %
    
    
    33.0
    %Risk free interest rate
    
    
    2.3
    %
    
    
    4.6
    %
    
    
    4.7
    %
    
    
    3.0
    %
    
    
    4.3
    %
    
    
    4.7
    %Expected option life
(in years)
    
    
    6.9
    
    
    
    6.3
    
    
    
    4.3
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5Forfeiture rate
    
    
    11.5
    %
    
    
    14.0
    %
    
    
    14.0
    %
    
    
    
    
    
    
    
    
    
    
    
  66




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Weighted AverageRemaining
    
    
    AggregateWeighted Average
    
    
    Contractual
    
    
    Intrinsic ValueShares
    
    
    Exercise Price
    
    
    Term (In years)
    
    
    (in thousands)Outstanding at January 1, 2006
    
    
    1,146,270
    
    
    $
    17.69Granted
    
    
    15,000
    
    
    
    5.66Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (137,092
    )
    
    
    17.50Expired
    
    
    
    
    
    
    Outstanding at December 31, 2006
    
    
    1,024,178
    
    
    $
    17.55
    
    
    
    3.6
    
    
    $
    141Vested or expected to vest at
December 31, 2006
    
    
    1,017,575
    
    
    
    17.54
    
    
    
    3.6
    
    
    $
    129Exercisable at December 31, 2006
    
    
    977,014
    
    
    $
    18.00
    
    
    
    3.5
    
    
    $
    56Outstanding at January 1, 2007
    
    
    1,024,178
    
    
    $
    17.55Granted
    
    
    18,000
    
    
    
    8.00Exercised
    
    
    (17,250
    )
    
    
    5.92Forfeited
    
    
    (103,955
    )
    
    
    14.66Expired
    
    
    
    
    
    
    Outstanding at December 31, 2007
    
    
    920,973
    
    
    $
    17.90
    
    
    
    2.6
    
    
    $
    Vested or expected to vest at
December 31, 2007
    
    
    920,028
    
    
    
    17.91
    
    
    
    2.6
    
    
    $
    Exercisable at December 31, 2007
    
    
    914,223
    
    
    $
    17.98
    
    
    
    2.6
    
    
    $
    Outstanding at January 1, 2008
    
    
    920,973
    
    
    $
    17.90Granted
    
    
    52,500
    
    
    
    3.88Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (82,290
    )
    
    
    17.76Expired
    
    
    
    
    
    
    Outstanding at December 31, 2008
    
    
    891,183
    
    
    $
    17.09
    
    
    
    2.1
    
    
    $
    22Vested or expected to vest at
December 31, 2008
    
    
    883,203
    
    
    
    17.20
    
    
    
    2.0
    
    
    $
    19Exercisable at December 31, 2008
    
    
    834,183
    
    
    $
    17.97
    
    
    
    1.6
    
    
    $
    
    Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
     Weighted

    
    
    
    
    
    
    
    
    
    
    Average
    
    
    WeightedRange of
    
    
    Number of
    
    
    Remaining
    
    
    Average
    
    
    Aggregate
    
    
    Number of
    
    
    Remaining
    
    
    Average
    
    
    AggregateExercise
    
    
    Shares
    
    
    Contractual
    
    
    Exercise
    
    
    Intrinsic Value
    
    
    Shares
    
    
    Contractual
    
    
    Exercise
    
    
    Intrinsic ValuePrices
    
    
    Outstanding
    
    
    Life
    
    
    Price
    
    
    (In thousands)
    
    
    Outstanding
    
    
    Life
    
    
    Price
    
    
    (in thousands)$
    
    
    3.00  $12.00
    
    
    
    111,886
    
    
    
    7.0
    
    
    $
    6.04
    
    
    $
    22
    
    
    
    54,886
    
    
    
    4.2
    
    
    $
    7.99
    
    
    $
    $
    
    
    12.01  $18.00
    
    
    
    197,310
    
    
    
    2.2
    
    
    
    17.67
    
    
    
    
    
    
    
    197,310
    
    
    
    2.2
    
    
    
    17.67
    
    
    
    $
    
    
    18.01  $22.00
    
    
    
    581,987
    
    
    
    1.1
    
    
    
    19.01
    
    
    
    
    
    
    
    581,987
    
    
    
    1.1
    
    
    
    19.01
    
    
    
    891,183
    
    
    
    2.1
    
    
    $
    17.09
    
    
    $
    22
    
    
    
    834,183
    
    
    
    1.6
    
    
    $
    17.97
    
    
    $
    
 67




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Restricted Stock Units
    Number of
    
    
    WeightedNon-Vested
    
    
    Average GrantShare Unit Awards
    
    
    Date Fair ValueUnvested Awards at January 1, 2006
    
    
    100,500
    
    
    $
    5.49Granted
    
    
    60,100
    
    
    
    5.72Awards Vested
    
    
    (6,275
    )
    
    
    5.69Forfeited
    
    
    (6,075
    )
    
    
    5.71Unvested Awards at December 31, 2006
    
    
    148,250
    
    
    $
    5.56Granted
    
    
    87,300
    
    
    
    7.99Awards Vested
    
    
    (19,675
    )
    
    
    5.71Forfeited
    
    
    (6,225
    )
    
    
    7.47Unvested Awards at December 31, 2007
    
    
    209,650
    
    
    $
    6.50Granted
    
    
    141,800
    
    
    
    4.58Awards Vested
    
    
    (96,075
    )
    
    
    6.03Forfeited
    
    
    (39,900
    )
    
    
    6.06Unvested Awards at December 31, 2008
    
    
    215,475
    
    
    $
    5.53
 Employee Stock Purchase Plan
  10. COMMITMENTS AND CONTINGENCIES
 Lease and Rental Agreements
  68




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2009
    
    $
    2,4942010
    
    
    2,1992011
    
    
    1,7252012
    
    
    1,3302013
    
    
    886Thereafter
    
    
    5,421Total
    
    $
    14,055
  Letters of Credit
  Legal Proceedings
     11. PREFERRED EQUITY INVESTMENT
  12. SALE OF ASSETS, INVESTMENTS AND CABLE SYSTEMS, NET
  69




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 13. SUBSEQUENT EVENTS
       70




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Schedule II
 MEDIACOM LLC 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, 2006Allowance for doubtful accounts:Current receivables
    
    $
    1,235
    
    
    $
    1,361
    
    
    $
    
    
    
    $
    1,803
    
    
    $
    
    
    
    $
    793December 31, 2007Allowance for doubtful accounts:Current receivables
    
    $
    793
    
    
    $
    2,054
    
    
    $
    
    
    
    $
    1,947
    
    
    $
    
    
    
    $
    900December 31, 2008Allowance for doubtful accounts:Current receivables
    
    $
    900
    
    
    $
    1,069
    
    
    $
    
    
    
    $
    842
    
    
    $
    
    
    
    $
    1,127
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Mediacom LLC
   Managements Report on Internal Control Over Financial Reporting
  

    pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of Mediacom LLC;
 71




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
    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 Mediacom LLC are being made only in accordance with
authorizations of management and the manager of Mediacom LLC, and
 
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of Mediacom LLCs assets that could have a material effect on the
financial statements.
    Mediacom Capital Corporation
   Managements Report on Internal Control Over Financial Reporting
  
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of Mediacom Capital;

    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 Mediacom Capital are being made only in
accordance with authorizations of management and directors of Mediacom Capital; and

    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of Mediacom Capitals assets that could have a material
effect on the financial statements.
   72




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ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   Name
    
    Age
    

    TitleRocco B. Commisso
    
    
    59
    
    
    Chairman and Chief Executive Officer of MCC; Chief Executive Officer
of
Mediacom LLC; and Chief Executive Officer and Director of Mediacom
Capital CorporationMark E. Stephan
    
    
    52
    
    
    Executive Vice President, Chief Financial Officer and Director of MCC;
Executive Vice President and Chief Financial Officer of Mediacom LLC;
and Executive Vice President and Chief Financial Officer of Mediacom
Capital CorporationJohn G. Pascarelli
    
    
    47
    
    
    Executive Vice President, Operations of MCCItalia Commisso Weinand
    
    
    55
    
    
    Senior Vice President, Programming and Human Resources of MCCJoseph E. Young
    
    
    60
    
    
    Senior Vice President, General Counsel and Secretary of MCCCharles J. Bartolotta
    
    
    54
    
    
    Senior Vice President, Customer Operations of MCCCalvin G. Craib
    
    
    54
    
    
    Senior Vice President, Business Development of MCCBrian M. Walsh
    
    
    43
    
    
    Senior Vice President and Corporate Controller of MCCThomas V. Reifenheiser
    
    
    73
    
    
    Director of MCCNatale S. Ricciardi
    
    
    60
    
    
    Director of MCCRobert L. Winikoff
    
    
    62
    
    
    Director of MCC
 Rocco
B. Commisso
 Mark
E. Stephan
 John
G. Pascarelli
 73




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Italia
Commisso Weinand
 Joseph E. Young
 Charles J. Bartolotta
 Calvin G. Craib
 Brian M. Walsh
 Thomas V. Reifenheiser
 Natale S. Ricciardi
 Robert L. Winikoff
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  74




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Management Agreements
  Share
Exchange Agreement and Asset Transfer Agreement
       Other Relationships
   75




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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2008
    
    
    2007Audit fees
    
    $
    520
    
    
    $
    520Audit-related fees
    
    
    17
    
    
    
    15Tax fees
    
    
    5
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    542
    
    
    $
    535
    76




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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a)
    Financial Statements
  (b)
    Exhibits
   ExhibitNumber


    Exhibit Description2.1


    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(1)3.1
(a)

    Articles of Organization of Mediacom LLC filed July 17, 1995(2)3.1
(b)

    Certificate of Amendment of the Articles of Organization of Mediacom LLC filed December 8, 1995(2)3.2


    Fifth Amended and Restated Operating Agreement of Mediacom LLC(3)3.3


    Certificate of Incorporation of Mediacom Capital Corporation filed March 9, 1998(2)3.4


    By-Laws of Mediacom Capital Corporation(2)4.1


    Indenture
relating to 7
7/8% senior notes due 2011 of Mediacom LLC and Mediacom Capital Corporation(4)4.2


    Indenture relating to 9 1/2% senior notes due 2013 of Mediacom LLC and Mediacom Capital Corporation(5)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(6)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(7)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(8)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(8)10.2


    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(7)12.1


    Schedule of Computation of Ratio of Earnings to Fixed Charges14.1


    Code of Ethics(9)21.1


    Subsidiaries of Mediacom LLC23.1


    Consent of PricewaterhouseCoopers LLP31.1


    Rule 15(d) -14(a) Certifications of Mediacom LLC31.2


    Rule 15(d) -14(a) Certifications of Mediacom Capital Corporation32.1


    Section 1350 Certifications of Mediacom LLC32.2


    Section 1350 Certifications of Mediacom Capital Corporation
 
 (1)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2008 of MCC 77




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and incorporated herein by reference.(2)
    
    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.(3)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 of MCC,
Mediacom LLC and Mediacom Capital Corporation and incorporated herein
by reference.(4)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 of Mediacom LLC and Mediacom Capital
Corporation and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 of MCC
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, 2004 of MCC and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2006 of MCC and incorporated herein by reference.(8)
    
    Filed as an exhibit to the Quarterly Report of Form 10-Q for the
quarterly period ended June 30, 2007 of MCC and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 of Mediacom LLC and incorporated herein
by reference. 
 (c)    Financial Statement Schedule
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SIGNATURES
   Mediacom LLCMarch 27, 2009By:
    
    /s/ Rocco B. CommissoRocco B. CommissoChief Executive Officer
   Signature
    
    Title
    
    Date/s/  Rocco B.Commisso

Rocco B.Commisso
    
    Chief Executive Officer
(principal executive officer)
    
    March 27, 2009/s/  Mark E. Stephan

Mark E. Stephan
    
    Executive Vice President and Chief Financial
Officer (principal financial
officer and principal accounting officer)
    
    March 27, 2009
 79




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SIGNATURES
   Mediacom Capital CorporationMarch 27, 2009By:
    
    /s/ Rocco B. CommissoRocco B. CommissoChief Executive Officer and Director
   Signature
    
    Title
    
    Date/s/  Rocco B. Commisso

Rocco B. Commisso
    
    Chief Executive Officer and Director
(principal executive officer)
    
    March 27, 2009/s/  Mark E. Stephan

Mark E. Stephan
    
    Executive Vice President and Chief
Financial Officer (principal financial
officer and principal accounting officer)
    
    March 27, 2009
 80




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Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 by Registrants Which Have not Registered Securities Pursuant to
Section 12 of the Securities Exchange Act of 1934.
  81