##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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 Numbers:
    333-57285-01
 333-57285
 Mediacom LLC
 Mediacom Capital
    Corporation*
 (Exact names of Registrants as
    specified in their charters)
  New York
    New York

06-1433421
    06-1513997(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Numbers)   100
    Crystal Run Road
    Middletown, New York 10941 (Address
    of principal executive offices)
  (845) 695-2600
 (Registrants telephone
    number)
  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
    Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K.
    Large accelerated
    filer o

Accelerated
    filer o

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

Smaller reporting
    company o   Rule 12b-2 o þ
      Form 10-K




---



##### 





MEDIACOM
    LLC
  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


32Item 4.


Reserved


33PART IIItem 5.


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


34Item 6.


Selected Financial Data


34Item 7.


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


37Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


54Item 8.


Financial Statements and Supplementary Data


55Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


81Item 9A.


Controls and Procedures


81Item 9B.


Other Information


83PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


83Item 11.


Executive Compensation


85Item 12.


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


85Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


85Item 14.


Principal Accounting Fees and Services


86PART IVItem 15.


Exhibits, Financial Statement Schedules


87EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Form 10-K
     2




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##### Table of Contents



Cautionary
    Statement Regarding Forward-Looking Statements
      
    increased levels of competition from existing and new
    competitors;
    lower demand for our video, high-speed data and phone services;
    our ability to successfully introduce new products and services
    to meet customer demands and preferences;
    changes in laws, regulatory requirements or technology that may
    cause us to incur additional costs and expenses;
    greater than anticipated increases in programming costs and
    delivery expenses related to our products and services;
    changes in assumptions underlying our critical accounting
    policies;
    the ability to secure hardware, software and operational support
    for the delivery of products and services to our customers;
    disruptions or failures of network and information systems upon
    which our business relies;
    our reliance on certain intellectual properties;
    our ability to generate sufficient cash flow to meet our debt
    service obligations;
    fluctuations in short term interest rates which may cause our
    interest expense to vary from quarter to quarter;
    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  Mediacom
    Communications Corporation
      (845) 695-2600
  Mediacom
    LLC
    Form 10-K, Form 10-Q, Form 8-K Form 10-K
  2009
    Developments
  Share
    Exchange Agreement between MCC and an affiliate of Morris
    Communications
      Asset
    Transfer Agreement with MCC and Mediacom Broadband
   4




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##### Table of Contents



New
    Financings
  1 8 1 8 1 8 7 8 1 2
  Description
    of Our Cable Systems
  Overview
    2009


2008


2007


2006


2005Operating Data:Core VideoEstimated homes
    passed(1)


1,286,000



1,370,000



1,360,000



1,355,000



1,347,000Basic
    subscribers(2)


548,000



601,000



604,000



629,000



650,000Basic
    penetration(3)


42.6
%


43.9
%


44.4
%


46.4
%


48.3
%Digital CableDigital
    customers(4)


300,000



288,000



240,000



224,000



205,000Digital
    penetration(5)


54.7
%


47.9
%


39.7
%


35.6
%


31.5
%High Speed DataHSD
    customers(6)


350,000



337,000



299,000



258,000



212,000HSD
    penetration(7)


27.2
%


24.6
%


22.0
%


19.0
%


15.7
%PhoneEstimated marketable phone
    homes(8)


1,180,000



1,198,000



1,150,000



950,000



250,000Phone
    customers(9)


135,000



114,000



79,000



34,000



4,500Phone
    penetration(10)


11.4
%


9.5
%


6.9
%


3.6
%


1.8
%Revenue Generating
    Units(11)


1,333,000



1,340,000



1,222,000



1,145,000



1,071,500  5




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##### Table of Contents



(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 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.(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.  Our
    Service Areas
  th th
  Products
    and Services
  pay-per-view video-on-demand
 6




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##### Table of Contents



Video
  line-ups
  Broadcast Basic Service. over-the-air
  Family Basic Service.
    Digital Service.
  Video-On-Demand. pay-per-view
  High-Definition Television.
 7




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##### Table of Contents



Digital Video Recorders.
  and/or
  Mediacom
    Online
        Mediacom
    Phone
      Mediacom
    Business Services
  point-to-point
  Advertising
   8




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##### Table of Contents



Marketing
    and Sales
  door-to-door
  Customer
    Care
    Contact
    Centers
    Field
    Operations
    Technology
   9




---



##### Table of Contents



Community
    Relations
  Cable in the Classroom not-for-profit
    Franchises
       10




---



##### Table of Contents



Sources
    of Supply
  Programming
        Set-Top
    Boxes, Program Guides and Network Equipment
    HSD
    and Phone Connectivity
    Phone
   11




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##### Table of Contents



Competition
    Direct
    Broadcast Satellite Providers
      Local
    Telephone Companies
    fiber-to-the-node fiber-to-the-home
  Wireless
    Communication Companies
     12




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##### Table of Contents



Traditional
    Overbuilds
    Other
    Competition
  Video
    HSD
    Phone
  IP-based IP-based
  Advertising
    Employees
   13




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##### Table of Contents



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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##### Table of Contents



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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##### Table of Contents



Ownership
    Limitations
    Cable
    Equipment
  tm
   16




---



##### Table of Contents



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




---



##### Table of Contents



Multiple
    Dwelling Unit Building Wiring
    Copyright
  line-ups
   18




---



##### Table of Contents



Privacy
    and Data Security
     19




---



##### 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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##### Table of Contents



Network
    Neutrality
      Recovery
    Act Stimulus Program
    National
    Broadband Plan
   21




---



##### 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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##### Table of Contents



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 by Mediacom 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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##### Table of Contents



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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##### Table of Contents



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 our
    indebtedness and other obligations.
      A
    default under the credit facility or senior note indenture
    could result in an acceleration of our indebtedness and other
    material adverse effects.
        and/or
 28




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##### Table of Contents



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.
    We may
have to fund MCCs cash tax payments if its ability to use its
net operating loss carryforwards (NOLs) to reduce its
federal income tax liability is limited because of a change in its
ownership.
    and/or
  Impairment
    of our goodwill and other intangible assets could cause
    significant losses.
     Intangibles  Goodwill and Other
    (ASC 350)
   29




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##### Table of Contents



Risks
    Related to Legislative and Regulatory Matters
  Changes
    in government regulation could adversely impact our
    business.
    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.
   30




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##### Table of Contents



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.
    Changes
    in compulsory copyright regulations could significantly increase
    our license fees.
    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.
   31




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS  Gary Ogg and Janice Ogg v. Mediacom LLC
   32




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##### Table of Contents



Jim
    Knight v. Mediacom Communications Corp.
    ITEM 4.
    RESERVED 33




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    ITEM 6.
    SELECTED
    FINANCIAL DATA      Year Ended December 31,2009


2008


2007


2006(11)


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

$
637,375


$
615,859


$
565,913


$
529,156


$
485,705Costs and expenses:Service costs


283,167



267,321



245,968



222,334



199,568Selling, general and administrative expenses


109,829



110,605



104,694



101,149



94,313Management fee expense 
    parent


11,808



11,805



10,358



9,747



10,048Depreciation and amortization


112,084



109,883



113,597



104,678



101,467Operating income


120,487



116,245



91,296



91,248



80,309Interest expense, net


(89,829
)


(99,639
)


(118,386
)


(112,895
)


(102,000
)Loss on early extinguishment of debt


(5,790
)










(4,624
)


(4,742
)Gain (loss) gain on derivative, net


13,121



(23,321
)


(9,951
)


(7,080
)


5,917Gain on sale of assets and investments, net


















2,628(Loss) gain on sale of cable systems, net


(377
)


(170
)


8,826







Investment income from affiliate(1)


18,000



18,000



18,000



18,000



18,000Other expense, net


(3,794
)


(3,726
)


(4,411
)


(4,068
)


(4,406
)Net income (loss)

$
51,818


$
7,389


$
(14,626
)

$
(19,419
)

$
(4,294
)Balance Sheet Data (end of period):Total assets

$
1,568,220


$
1,499,125


$
1,467,146


$
1,486,383


$
1,492,010Total debt

$
1,510,000


$
1,520,000


$
1,505,500


$
1,548,356


$
1,468,781Total members deficit

$
(190,987
)

$
(304,261
)

$
(267,650
)

$
(251,020
)

$
(123,601
)Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
134,409


$
186,383


$
103,927



133,394


$
111,333Investing activities

$
(98,213
)

$
(141,695
)

$
(83,469
)


(99,911
)

$
(109,718
)Financing activities

$
(37,388
)

$
(44,213
)

$
(22,374
)


(28,448
)

$
(7,280
) 34




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##### Table of Contents



Year Ended December 31,2009


2008


2007


2006(11)


2005(Amounts in thousands, except per share data and operating
    data)(Unaudited)Other Data:Adjusted
    OIBDA(2)

$
233,136


$
226,557


$
205,346


$
196,337


$
181,916Adjusted OIBDA
    margin(3)


36.6
%


36.8
%


36.3
%


37.1
%


37.4
%Ratio of earnings to fixed
    charges(4)


1.52



1.07











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


1,286,000



1,370,000



1,360,000



1,355,000



1,347,000Basic
    subscribers(6)


548,000



601,000



604,000



629,000



650,000Digital
    customers(7)


300,000



288,000



240,000



224,000



205,000HSD
    customers(8)


350,000



337,000



299,000



258,000



212,000Phone
    customers(9)


135,000



114,000



79,000



34,000



4,500RGUs(10)


1,333,000



1,340,000



1,222,000



1,145,000



1,071,500     (1)
    
    Investment income from affiliate represents the investment
    income on our $150.0 million preferred equity investment in
    Mediacom Broadband. See Note 11 in our Notes to Consolidated
Financial Statements.(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.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 31,2009


2008


2007


2006


2005Adjusted OIBDA

$
233,136


$
226,557


$
205,346


$
196,337


$
181,916Non-cash, share-based compensation
    charges(a)


(565
)


(429
)


(453
)


(411
)


(140
)Depreciation and amortization


(112,084
)


(109,883
)


(113,597
)


(104,678
)


(101,467
)Operating income

$
120,487


$
116,245


$
91,296


$
91,248


$
80,309   (a)
    Included approximately $9, $9, $10, $28 and $23 for the years
    ended December 31, 2009, 2008, 2007, 2006 and 2005,
    respectively, related to the issuance of other share-based
    awards. 35




---



##### Table of Contents



(3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 2 above.(4)
    
    The ratio of earnings to fixed charges was 1.52 and 1.07 for the
    year ended December 31, 2009 and 2008 respectively.
    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 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)
    
    Effective January 1, 2006, we adopted ASC 718 
    Compensation  Stock Compensation(ASC
    718) (formerly SFAS No. 123(R) 
    Share-Based Payment). See Note 9 to our consolidated
    financial statements. 36




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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 between MCC and an affiliate of Morris
    Communications
      Asset
    Transfer Agreement with MCC and Mediacom Broadband
     37




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##### Table of Contents













New
    Financings
  1 8 1 8 1 8 7 8 1 2
  Revenues,
    Costs and Expenses
  pay-per-view
     38




---



##### Table of Contents



Adjusted
    OIBDA
     39




---



##### Table of Contents



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


2008


$ Change


% ChangeRevenues

$
637,375


$
615,859


$
21,516



3.5
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


283,167



267,321



15,846



5.9
%Selling, general and administrative expenses


109,829



110,605



(776
)


(0.7
)%Management fee expense


11,808



11,805



3



NMDepreciation and amortization


112,084



109,883



2,201



2.0
%Operating income


120,487



116,245



4,242



3.6
%Interest expense, net


(89,829
)


(99,639
)


9,810



(9.8
)%Loss on early extinguishment of debt


(5,790
)






(5,790
)


NMGain (loss) on derivatives, net


13,121



(23,321
)


36,442



NMLoss on sale of cable systems, net


(377
)


(170
)


(207
)


NMInvestment income from affiliate


18,000



18,000







NMOther expense, net


(3,794
)


(3,726
)


(68
)


1.8
%Net income

$
51,818


$
7,389


$
44,429



NMAdjusted OIBDA

$
233,136


$
226,557


$
6,579



2.9
%     2009


2008


$ Change


% ChangeAdjusted OIBDA

$
233,136


$
226,557


$
6,579



2.9
%Non-cash, share-based compensation
    charges(1)


(565
)


(429
)


(136
)


31.7
%Depreciation and amortization


(112,084
)


(109,883
)


(2,201
)


2.0
%Operating income

$
120,487


$
116,245


$
4,242



3.6
%     (1)
    
    Included approximately $9 for each of 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

$
407,150


$
408,536


$
(1,386
)


(0.3
)%HSD


161,940



146,970



14,970



10.2
%Phone


52,556



40,359



12,197



30.2
%Advertising


15,729



19,994



(4,265
)


(21.3
)%Total

$
637,375


$
615,859


$
21,516



3.5
%   40




---



##### Table of Contents



Year Ended December 31,


Increase2009


2008


(Decrease)


% ChangeBasic subscribers


548,000



601,000



(53,000
)


(8.8
)%Digital customers


300,000



288,000



12,000



4.2
%HSD customers


350,000



337,000



13,000



3.9
%Phone customers


135,000



114,000



21,000



18.4
%RGUs(1)


1,333,000



1,340,000



(7,000
)


(0.5
)%Average total monthly revenue per basic
    subscriber(2)

$
92.45


$
85.18


$
7.27



8.5
%     (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.    and/or
        Costs
    and Expenses
   41




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##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
  7 8 1 2
 42




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##### Table of Contents



Gain
    (Loss) on Derivatives, Net
  mark-to-market
  Loss
    on Sale of Cable Systems, Net
    Other
    Expense, Net
    Investment
    Income from Affiliate
    Net
    Income
    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 (exclusive of depreciation and amortization)


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
)


NMGain on sale of cable systems, net


(170
)


8,826



(8,996
)


NMInvestment income from affiliate


18,000



18,000







NMOther expense


(3,726
)


(4,411
)


685



(15.5
)%Net income (loss)

$
7,389


$
(14,626
)

$
22,015



NMAdjusted OIBDA

$
226,557


$
205,346


$
21,211



10.3
%  43




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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 $10 and $28 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


1,340,000



1,222,000



118,000



9.7
%Average total monthly revenue per basic subscriber

$
85.18


$
76.50


$
8.68



11.3
%     and/or
 44




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##### Table of Contents



Costs
    and Expenses
          Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Derivatives, Net
  mark-to-market
 45




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##### Table of Contents



(Loss) Gain on Sale of Cable Systems, Net
    Other
    Expense, Net
    Investment
    Income from Affiliate
    Net
    Income (Loss)
    Liquidity
    and Capital Resources
  Overview
      Recent
    Developments in the Credit Markets
    Net
    Cash Flows Provided by Operating Activities
   46




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##### Table of Contents



Net
    Cash Flows Used in Investing Activities
    Net
    Cash Flows Used in (Provided by) Financing
    Activities
      Capital
    Structure
       47




---



##### 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
   48




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Operating


Interest


PurchaseDebt


Leases


Expense(1)


Obligations(2)


Total2010

$
59,500


$
2,230


$
79,398


$
16,266


$
157,3942011-2012


199,250



2,985



152,775



5,167



360,1772013-2014


19,000



1,529



118,248







138,777Thereafter


1,232,250



2,735



164,204







1,399,189Total cash obligations

$
1,510,000


$
9,479


$
514,625


$
21,433


$
2,055,537     *
    
    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,
    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:
    $6.9 million for 2010, $4.9 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
 49




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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,)
     50




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##### Table of Contents



Share-based
    Compensation
    Recent
    Accounting Pronouncements
  The
    FASB Accounting Standards
    Codification tm tm
    Other
    Pronouncements
  Fair Value
    Measurements and Disclosures Fair Value Measurements).
 51




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##### Table of Contents



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.    Fair Value as of December 31, 2009Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$
3,053


$



$
3,053LiabilitiesInterest rate exchange agreements

$



$
22,758


$



$
22,758Interest rate exchange agreements  liabilities, net

$



$
19,705


$



$
19,705     Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
32,826


$



$
32,826Interest rate exchange agreements  liabilities, net

$



$
32,826


$



$
32,826   Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115).
 52




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##### Table of Contents



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).
  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
   53




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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

$



$
59,500


$
59,500January 1, 2011 to December 31, 2011






135,750



135,750January 1, 2012 to December 31, 2012






63,500



63,500January 1, 2013 to December 31, 2013






9,500



9,500January 1, 2014 to December 31, 2014






9,500



9,500Thereafter


350,000



882,250



1,232,250Total

$
350,000


$
1,160,000


$
1,510,000Fair Value

$
354,813


$
1,114,290


$
1,469,103Weighted Average Interest Rate


9.1
%


4.7
%


5.7
%  54




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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


56Consolidated Balance Sheets as of
    December 31, 2009 and 2008


57Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


58Consolidated Statements of Changes in
    Members Deficit for the Years Ended December 31,
    2009, 2008 and 2007


59Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


60Notes to Consolidated Financial Statements


61Financial Statement Schedule:
    Schedule II  Valuation and Qualifying
    Accounts


81  55




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
          56




---



##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,


December 31,2009


2008(Amounts in thousands)ASSETSCURRENT ASSETSCash

$
8,868


$
10,060Accounts receivable, net of allowance for doubtful accounts of
    $927 and $1,127


37,405



36,033Prepaid expenses and other current assets


7,272



7,575Total current assets


53,545



53,668Preferred equity investment in affiliated company


150,000



150,000Property, plant and equipment, net of accumulated depreciation
    of $1,098,785 and $1,102,831


694,216



718,467Franchise rights


616,807



550,709Goodwill


24,046



16,642Subscriber lists, net of accumulated amortization of $117,351
    and $132,305


927



761Other assets, net of accumulated amortization of $2,920 and
    $14,440


28,679



8,878Total assets

$
1,568,220


$
1,499,125LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities

$
213,974


$
238,337Deferred revenue


25,327



24,828Current portion of long-term debt


59,500



30,500Total current liabilities


298,801



293,665Long-term debt, less current portion


1,450,500



1,489,500Other non-current liabilities


9,906



20,221Total liabilities


1,759,207



1,803,386Commitments and contingencies (Note 10)MEMBERS DEFICITCapital contributions


455,973



394,517Accumulated deficit


(646,960
)


(698,778
)Total members deficit


(190,987
)


(304,261
)Total liabilities and members deficit

$
1,568,220


$
1,499,125    57




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(Amounts in thousands)Revenues

$
637,375


$
615,859


$
565,913Costs and expenses:Service costs (exclusive of depreciation and amortization)


283,167



267,321



245,968Selling, general and administrative expenses


109,829



110,605



104,694Management fee expense


11,808



11,805



10,358Depreciation and amortization


112,084



109,883



113,597Operating income


120,487



116,245



91,296Interest expense, net


(89,829
)


(99,639
)


(118,386
)Loss on early extinguishment of debt


(5,790
)






Gain (loss) on derivatives, net


13,121



(23,321
)


(9,951
)(Loss) gain on sale of cable systems, net


(377
)


(170
)


8,826Investment income from affiliate


18,000



18,000



18,000Other expense, net


(3,794
)


(3,726
)


(4,411
)Net income (loss)

$
51,818


$
7,389


$
(14,626
)    58




---



##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS DEFICIT
  Capital


AccumulatedContributions


Deficit


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

$
440,521


$
(691,541
)

$
(251,020
)Net loss






(14,626
)


(14,626
)Capital distributions to parent


(2,004
)






(2,004
)Balance, December 31, 2007

$
438,517


$
(706,167
)

$
(267,650
)Net income






7,389



7,389Capital distributions to parent


(104,000
)






(104,000
)Capital contributions from parent


60,000







60,000Balance, December 31, 2008

$
394,517


$
(698,778
)

$
(304,261
)Net income






51,818



51,818Capital distributions to parent


(221,993
)






(221,993
)Capital contributions from parent


283,449







283,449Balance, December 31, 2009

$
455,973


$
(646,960
)

$
(190,987
)    59




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


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

$
51,818


$
7,389


$
(14,626
)Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization


112,084



109,883



113,597(Gain) loss on derivatives, net


(13,121
)


23,321



9,951Loss (gain) on sale of cable systems, net


377



170



(8,826
)Loss on early extinguishment of debt


3,707







Amortization of deferred financing costs


1,961



2,039



2,225Share-based compensation


556



420



443Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(1,749
)


(1,788
)


(1,770
)Prepaid expenses and other assets


2,341



(532
)


(8,053
)Accounts payable, accrued expenses and other current liabilities


(23,152
)


45,466



9,723Deferred revenue


499



1,949



2,016Other non-current liabilities


(912
)


(1,934
)


(753
)Net cash flows provided by operating activities

$
134,409


$
186,383


$
103,927CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(98,213
)


(141,695
)


(100,876
)Acquisition of cable television system










(7,274
)Proceeds from sale of cable systems, net










24,681Net cash flows used in investing activities

$
(98,213
)

$
(141,695
)

$
(83,469
)CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings of bank debt


1,149,125



300,000



113,034Repayment of bank debt


(884,125
)


(285,500
)


(155,890
)Issuance of senior notes


350,000







Redemption of senior notes


(625,000
)






Capital distributions to parent (Note 6)


(191,702
)


(104,000
)


(2,004
)Capital contributions from parent (Note 6)


189,918



60,000



Financing costs


(23,896
)






Other financing activities  book overdrafts


(1,708
)


(14,713
)


22,486Net cash flows used in financing activities

$
(37,388
)

$
(44,213
)

$
(22,374
)Net (decrease) increase in cash


(1,192
)


475



(1,916
)CASH, beginning of period


10,060



9,585



11,501CASH, end of period

$
8,868


$
10,060


$
9,585SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
104,278


$
99,911


$
123,589NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with related party, net (Notes 6 and 7)

$
63,240


$



$
    60




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION        2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Preparation of Consolidated Financial
    Statements
    Revenue
    Recognition
      Allowance
    for Doubtful Accounts
     61




---



##### Table of Contents



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
  Intangibles-Goodwill and
Other: Internal-Use Software No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use
  Marketing
    and Promotional Costs
    Intangible
    Assets
   62




---



##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangibles  Goodwill and
    Other Goodwill and Other 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,)
     63




---



##### Table of Contents



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

$
16,642Acquisitions


7,404Dispositions


Balance  December 31, 2009

$
24,046     Other
    Assets
    Segment
    Reporting
  Segment Reporting Disclosure
    about Segments of an Enterprise and Related
    Information
 64




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##### Table of Contents



MEDIACOM
    LLC 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,
 65




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Programming
    Costs
    Share-based
    Compensation
  Compensation  Stock Compensation Share-Based Payment
  Reclassifications
    Recent
    Accounting Pronouncements
  FASB
    Accounting Standards Codification
  FASB Accounting Standards
    Codification tm tm
   66




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      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). 820-10-65-4 820-10-65-4 820-10-65-4 820-10-65-4
    
    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

$



$
3,053


$



$
3,053LiabilitiesInterest rate exchange agreements

$



$
22,758


$



$
22,758Interest rate exchange agreements  liabilities, net

$



$
19,705


$



$
19,705  67




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
32,826


$



$
32,826Interest rate exchange agreements  liabilities, net

$



$
32,826


$



$
32,826   Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115).
  Business Combinations Business Combinations)
  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
 68




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2009


2008Cable systems, equipment and subscriber devices

$
1,717,512


$
1,743,864Vehicles


36,507



36,295Furniture, fixtures and office equipment


21,692



22,889Buildings and leasehold improvements


15,755



16,706Land and land improvements


1,535



1,5441,793,001



1,821,298Accumulated depreciation


(1,098,785
)


(1,102,831
)Property, plant and equipment, net

$
694,216


$
718,467   Change
    in Estimate  Useful lives
      Useful lives (in years)From

ToPlant and equipment


12



16Customer premise equipment


5



7        69




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2009


2008Accounts payable  affiliates

$
101,340


$
111,070Liabilities under interest rate exchange agreements


17,854



18,519Accrued programming costs


16,056



17,175Accrued interest


13,853



28,377Accrued taxes and fees


12,910



13,224Accrued payroll and benefits


10,999



10,706Accrued service costs


10,303



8,241Book
    overdrafts(1)


6,067



7,782Subscriber advance payments


5,875



5,523Accounts payable


4,864



416Accrued property, plant and equipment


4,231



8,037Accrued telecommunications costs


2,542



2,788Intercompany accounts payable and other accrued expenses


7,080



6,479Accounts payable, accrued expenses and other current liabilities

$
213,974


$
238,337     (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.  5.
    DEBT    December 31,


December 31,2009


2008Bank credit facility

$
1,160,000


$
895,00077/8% senior
    notes due 2011






125,00091/2% senior
    notes due 2013






500,00091/8% senior
    notes due 2019


350,000



1,510,000



1,520,000Less: Current portion


59,500



30,500Total long-term debt

$
1,450,500


$
1,489,500   Bank
    Credit Facility
   70




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        7 8 7 8 1 2 1 2
    1 2 5 8
   71




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Senior
    Notes
    7 8 1 2
  1 2 7 8 1 2 7 8 1 2 7 8 1 8 1 8
  1 8 1 8 1 8
  1 2 7 8 1 2 7 8
  Loss
    on Early Extinguishment of Debt
   72




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Swaps
  mark-to-market
      mark-to-market mark-to-market mark-to-market
  Covenant
    Compliance
    Fair
    Value and Debt Maturities
    91/8% senior
    notes due 2019

$
354,813Bank credit facility

$
1,114,290  73




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
59,5002011


135,7502012


63,5002013


9,5002014


9,500Thereafter


1,232,250Total

$
1,510,000   6.
    MEMBERS
    EQUITY        7.
    RELATED
    PARTY TRANSACTIONS  day-to-day
      Share
    Exchange Agreement between MCC and an affiliate of Morris
    Communications
     74




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Asset
    Transfer Agreement with Mediacom and Mediacom
    Broadband
             8.
    EMPLOYEE
    BENEFIT PLANS    9.
    SHARE-BASED
    COMPENSATION  Share-based
    Compensation
   75




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Share-Based Payment,
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2009


2008


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

$
29


$
37


$
39Employee stock purchase plan


94



51



57Restricted stock units


433



332



347Total share-based compensation expense

$
556


$
420


$
443     Transition Election Related
    to Accounting for Tax Effects of Shared-Based Payment
    Awards.
 76




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Valuation
    Assumptions
    Employee Stock

Employee StockOption Plans

Purchase PlansYear Ended

Year EndedDecember 31,

December 31,2009

2009Dividend yield


0
%


0
%Expected volatility


59.0
%


43.0
%Risk free interest rate


2.7
%


4.0
%Expected option life (in years)


5.5



0.5       Weighted AverageRemaining


Aggregate IntrinsicWeighted Average


Contractual


Value (inShares


Exercise Price


Term (In years)


thousands)Outstanding at January 1, 2009


891,183


$
17.09Granted






Exercised






Forfeited


(69,650
)


17.59Expired






Outstanding at December 31, 2009


821,533


$
17.04



1.1


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


821,533



17.04



1.1


$
31Exercisable at December 31, 2009


766,783


$
17.97



0.6


$
      77




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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



103,786



6.2


$
5.77


$
31



49,036



3.3


$
7.69


$
$
12.01  $18.00



180,460



1.2



17.67







180,460



1.2



17.67



$
18.01  $22.00



537,287



0.1



19.01







537,287



0.1



19.01



821,533



1.1


$
17.04


$
31



766,783



0.6


$
17.97


$
   Restricted
    Stock Units
      WeightedNumber of Non-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at December 31, 2008


215,475


$
5.53Granted


76,100



4.92Awards Vested


(54,625
)


6.15Forfeited


(19,525
)


5.71Unvested Awards at December 31, 2009


217,425


$
5.15   Employee
    Stock Purchase Plan
   78




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2010

$
2,2302011


1,6732012


1,3122013


9432014


586Thereafter


2,735Total

$
9,479     Letters
    of Credit
    Legal
    Proceedings
  Gary Ogg and Janice Ogg v. Mediacom LLC
   79




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Jim
    Knight v. Mediacom Communications Corp.
    11.
    PREFERRED
    EQUITY INVESTMENT    12.
    SALE OF
    CABLE SYSTEMS, NET    13.
    SUBSEQUENT
    EVENTS   80




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##### Table of Contents



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, 2007Allowance for doubtful accounts:Current receivables

$
793


$
2,054


$



$
1,947


$



$
900December 31, 2008Allowance for doubtful accounts:Current receivables

$
900


$
1,069


$



$
842


$



$
1,127December 31, 2009Allowance for doubtful accounts:Current receivables

$
1,127


$
1,745


$



$
1,945


$



$
927   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Mediacom
    LLC
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom LLC; 81




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##### Table of Contents




    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
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    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. 82




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##### Table of Contents



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

Age

PositionRocco B. Commisso


60


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


53


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


48


Executive Vice President, Operations of MCCItalia Commisso Weinand


56


Senior Vice President, Programming and Human Resources of MCCJoseph E. Young


61


Senior Vice President, General Counsel and Secretary of MCCCharles J. Bartolotta


55


Senior Vice President, Customer Operations of MCCCalvin G. Craib


55


Senior Vice President, Corporate Finance of MCCBrian M. Walsh


44


Senior Vice President and Corporate Controller of MCCThomas V. Reifenheiser


74


Director of MCCNatale S. Ricciardi


61


Director of MCCRobert L. Winikoff


63


Director of MCCScott W. Seaton


50


Director of MCC   Rocco B. Commisso
 83




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##### Table of Contents



Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
  Calvin G. Craib
  Brian M. Walsh
 84




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##### Table of Contents



Thomas V. Reifenheiser
  Natale S. Ricciardi
  Robert L. Winikoff
  Scott W. Seaton
  Form 10-K
  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  Management
    Agreements
    Share
    Exchange Agreement and Asset Transfer Agreement
   85




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##### Table of Contents



Other
    Relationships
      ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    2009


2008Audit fees

$
544


$
520Audit-related fees


19



17Tax fees






5All other fees






Total

$
563


$
542  86




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##### Table of Contents



Form 10-Q Form 10-K.
     PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K
  (b)
    Exhibits  Regulation S-K,
  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 9?% senior notes due 2019 of Mediacom
    LLC and Mediacom Capital
    Corporation(4)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(5)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(6)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(7)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(7)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(6)10
.3

Incremental Facility Agreement, dated as of August 25,2009,
    between the operating subsidiaries of Mediacom LLC, the lenders
    signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(4)12
.1

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

Code of
    Ethics(8) 87




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##### Table of Contents



ExhibitNumber

Exhibit Description21
.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 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 Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(5)
    
    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.(6)
    
    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.(7)
    
    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.(8)
    
    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  Form 10-K.
 88




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##### Table of Contents



SIGNATURES    Mediacom LLC
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer
    (principal executive officer)

March 17, 2010/s/  Mark
    E. StephanMark
    E. Stephan

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

March 17, 2010  89




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##### Table of Contents



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

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer and Director (principal executive
    officer)

March 17, 2010/s/  Mark
    E. StephanMark
    E. Stephan

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

March 17, 2010  90




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##### Table of Contents



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.
  Form 10-K
 91