##### Table of Contents



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, 2006
  Commission
    File Numbers:
    333-57285-01333-57285
  Mediacom
    LLC
 Mediacom Capital
    Corporation*
 (Exact names of Registrants as
    specified in their charters)
  New York
    New York(State or other
    jurisdiction of
    incorporation or organization)

06-1433421
    06-1513997(I.R.S. Employer
    Identification Numbers)  100 Crystal Run Road
    Middletown, New York 10941 (Address of principal
    executive offices)
  (845) 695-2600 (Registrants telephone
    number)
  Securities
    registered pursuant to Section 12(b) of the Exchange
    Act:
    None
  Securities
    registered pursuant to Section 12(g) of the Exchange
    Act:
    None
    Yes o     No þ    Yes þ     No
    o    Yes o     No þ    Regulation S-K Form 10-K Form 10-K.
  Rule 12b-2
  o Large
    accelerated filers
    o Accelerated
    filers
    þ Non-Accelerated
    filers  Rule 12b-2
  Yes o     No þ      Form 10-K




---



##### 



MEDIACOM
    LLC
  2006
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
  PageItem 1.


Business


4Item 1A.


Risk
    Factors


27Risks
    Related to our Business


27Risks
    Related to Indebtedness of us and our Operating
    Subsidiaries


30Risks
    Related to Legislative and Regulatory Matters


32Risks
    Related to our Manager


36Item 1B.


Unresolved Staff
    Comments


37Item 2.


Properties


37Item 3.


Legal
    Proceedings


38Item 4.


Submission of Matters to a Vote of
    Security Holders


38PART IIItem 5.


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


39Item 6.


Selected Financial
    Data


39Item 7.


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


42Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


55Item 8.


Financial
    Statements and Supplementary Data


56Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


79Item 9A.


Controls and
    Procedures


79Item 9B.


Other
    Information


80PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


80Item 11.


Executive
    Compensation


82Item 12.


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


82Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


82Item 14.


Principal
    Accounting Fees and Services


84PART IVItem 15.


Exhibits, Financial
    Statement Schedules


84EX-12.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21.1: SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP.EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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Cautionary
    Statement Regarding Forward-Looking Statements
    Form 10-K
 3




---



##### Table of Contents



PART I
  ITEM 1.
    BUSINESS  Our
    Manager
    (845) 695-2600.
  Mediacom
    LLC
  video-on-demand
  Industry
      fiber-to-the-node fiber-to-the-home
 4




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Business
    Strategy
    Advanced
    Cable Network
    Expanding
    Reach and Enhancing Quality of Products and
    Services
    Bundling
    of Broadband Products and Services
      Customer
    Care
  e-Care
  Local
    Community Presence
   5




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##### Table of Contents



Products
    and Services
  Video
    line-ups
  Basic Service.
  Expanded Basic Service.
    Digital Video Service.
    Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  
    Pre-schedule the DVR to record programming and view the recorded
    programming later;
    Watch, pause, fast-forward or rewind pre-recorded programs;
    Record one show while watching another; 6




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
    Record two television programs simultaneously; and
    Record up to approximately 80 hours of digital programs or
    approximately 25 hours of HDTV.    Mediacom
    Online
  e-mail
  
    Our flagship residential data service offers maximum download
    and upload speeds of 8Mbps and 256Kbps, respectively.
    For our ViP triple play customers, the maximum
    download and upload speeds are 10Mbps and 1Mbps, respectively.
    Our premium Internet service, Mediacom OnlineMax, has maximum
    download and upload speeds of 15Mbps and 1 Mbps and
    includes premium content such as americangreetings.com,
    Britannica Online, Disney Connection, ESPN 360 and MLB Gameday.    Mediacom
    Phone
      
    Voice mail;
    Caller ID with name and number;
    Call waiting;
    Three-way calling; and
    Enhanced Emergency 911 dialing     7




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Mediacom
    Business Services
  e-mail, point-to-point
    Advertising
      Marketing
    and Sales
  door-to-door
   8




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##### Table of Contents



Description
    of Our Cable Systems
  Overview
    2006


2005


2004


2003


2002Operating Data:Core VideoEstimated homes
    passed(1)


1,355,000



1,347,000



1,329,000



1,282,500



1,252,000Basic
    subscribers(2)


629,000



650,000



675,000



723,700



752,000Basic
    penetration(3)


46.4
%


48.3
%


50.8
%


56.4
%


60.1
%Digital CableDigital
    customers(4)


224,000



205,000



160,000



151,400



133,000Digital
    penetration(5)


35.6
%


31.5
%


23.7
%


20.9
%


17.7
%High Speed
    DataHSD
    customers(6)


258,000



212,000



162,000



122,200



81,000HSD
    penetration(7)


19.0
%


15.7
%


12.2
%


9.5
%


6.5
%PhoneEstimated marketable phone
    homes(8)


950,000



250,000











Phone
    customers(9)


34,000



4,500











Revenue Generating
    Units(10)


1,145,000



1,071,500



997,000



997,300



966,000Cable Network Data:Miles of cable distribution plant


27,725



27,600



27,400



26,150



25,500Density(11)


49



49



49



49



49     (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(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 television 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. 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 our other
    services. Customers who exclusively purchase high-speed Internet
    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 10Mbps, 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 and include an insignificant number of
    dial-up
    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. 9




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(8)
    
    Represents estimated number of homes to which we market phone
    service.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the sum of basic subscribers and digital, HSD, and
    phone customers.(11)
    
    Represents estimated homes passed divided by miles of plant.  Technology
    Overview
  sub-points
        Programming
    Supply
       10




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Customer
    Care
      e-Care,
  Community
    Relations
  not-for-profit
    Franchises
     11




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Percentage of


Number of


Percentage ofNumber of


Total


Basic


Total BasicYear of Franchise Expiration

Franchises


Franchises


Subscribers


Subscribers2007 through 2010


315



31.4
%


247,800



39.4
%2011 and thereafter


688



68.6
%


381,200



60.6
%Total


1,003



100.0
%


629,000



100.0
%     Competition
    Video
  Direct
    Broadcast Satellite Providers
         12




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Traditional
    Overbuilds
    Telephone
    Companies
    Other
    High
    Speed Data
    dial-up
 13




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Phone
  rights-of-way.
  Other
    Competition
  Over-the-air
    Employees
    Legislation
    and Regulation
  General
    Federal
    Regulation
   14




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##### Table of Contents




    subscriber rates;
    the content of the programming we offer to subscribers, as well
    as the way we sell our program packages to subscribers;
    the use of our cable systems by the local franchising
    authorities, the public and other unrelated companies;
    our franchise agreements with local governmental authorities;
    cable system ownership limitations and prohibitions; and
    our use of utility poles and conduit.    Subscriber
    Rates
      
    the lowest level of programming service offered by the cable
    operator, typically called basic service, which includes, at a
    minimum, the local broadcast channels and any public access or
    governmental channels that are required by the operators
    franchise;
    the installation of cable service and related service calls; and
    the installation, sale and lease of equipment used by
    subscribers to receive basic service, such as converter boxes
    and remote control units.    cost-of-service
 15




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
    the number of regulated channels;
    inflation; and
    certain external costs, such as franchise and other governmental
    fees, copyright and retransmission consent fees, taxes,
    programming fees and franchise-imposed obligations.  and/or
  
    require cable operators to charge uniform rates throughout each
    franchise area that is not subject to effective competition;
    prohibit regulation of non-predatory bulk discount rates offered
    by cable operators to subscribers in multiple dwelling units; and
    permit regulated equipment rates to be computed by aggregating
    costs of broad categories of equipment at the franchise, system,
    regional or company level.    Content
    Requirements
  Must
    Carry and Retransmission Consent
    
    to carry the station, subject to certain exceptions; or
    to negotiate the terms by which the cable system may carry the
    station on its cable systems, commonly called retransmission
    consent.   16




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
    all distant commercial television stations, except for certain
    commercial satellite-delivered independent superstations such as
    WGN;
    commercial radio stations; and
    certain low-power television stations.    line-up,
       17




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Tier Buy
    Through
      Program
    Access
    
    preclude any satellite video programmer affiliated with a cable
    company, or with a common carrier providing video programming
    directly to its subscribers, from favoring an affiliated company
    over competitors;
    require such programmers to sell their programming to other
    unaffiliated video program distributors; and
    limit the ability of such programmers to offer exclusive
    programming arrangements to cable operators.    Other
    Programming
    
    our use of syndicated and network programs and local sports
    broadcast programming;
    advertising in childrens programming;
    political advertising;
    origination cablecasting;
    adult programming;
    sponsorship identification; and
    closed captioning of video programming.  Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
    
    permits franchising authorities to require cable operators to
    set aside channels for public, educational and governmental
    access programming; and
    requires a cable system with 36 or more activated channels to
    designate a significant portion of its channel capacity for
    commercial leased access by third parties to provide programming
    that may compete with services offered by the cable operator.    
    the maximum reasonable rate a cable operator may charge for
    third party commercial use of the designated channel capacity; 18




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
    the terms and conditions for commercial use of such channels; and
    the procedures for the expedited resolution of disputes
    concerning rates or commercial use of the designated channel
    capacity.  Franchise
    Matters
  and/or
  and/or
    
    affirm the right of franchising authorities, which may be state
    or local, depending on the practice in individual states, to
    award one or more franchises within their jurisdictions;
    generally prohibit us from operating in communities without a
    franchise;
    permit local authorities, when granting or renewing our
    franchises, to establish requirements for cable-related
    facilities and equipment, but prohibit franchising authorities
    from establishing requirements for specific video programming or
    information services other than in broad categories; and
    permit us to obtain modification of our franchise requirements
    from the franchise authority or by judicial action if warranted
    by commercial impracticability.    
    imposing requirements during the initial cable franchising
    process or during franchise renewal that require, prohibit or
    restrict us from providing telecommunications services;
    imposing franchise fees on revenues we derive from providing
    telecommunications or information services over our cable
    systems;
    restricting our use of any type of subscriber equipment or
    transmission technology; and
    requiring payment of franchise fees to the local franchising
    authority in excess of 5.0% of our gross revenues derived from
    providing cable services over our cable system.    
    allowing municipalities to operate their own cable systems
    without franchises; and
    preventing franchising authorities from granting exclusive
    franchises or from unreasonably refusing to award additional
    franchises covering an existing cable systems service area.    
    The Cable Act contains renewal procedures designed to protect us
    against arbitrary denials of renewal of our franchises although,
    under certain circumstances, the franchising authority could
    deny us a franchise renewal. Moreover, even if our franchise is
    renewed, the franchising authority may seek to impose upon us
    new and more onerous requirements, such as significant upgrades
    in facilities and services or increased franchise fees as a
    condition of renewal to the extent permitted by law. Similarly,
    if a franchising authoritys consent is required for the
    purchase or sale of our cable system or franchise, the
    franchising authority may attempt to impose more burdensome or
    onerous franchise requirements on the purchaser in connection
    with a request for such consent. Historically, cable operators
    providing satisfactory service to their subscribers and
    complying with the terms of their franchises have usually
    obtained franchise renewals. We believe that we have generally
    met the terms of our franchises and have provided quality levels
    of service. We anticipate that our future franchise renewal
    prospects generally will be favorable. 19




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
    Various courts have considered whether franchising authorities
    have the legal right to limit the number of franchises awarded
    within a community and to impose substantive franchise
    requirements. These decisions have been inconsistent and, until
    the U.S. Supreme Court rules definitively on the scope of
    cable operators First Amendment protections, the legality
    of the franchising process generally and of various specific
    franchise requirements is likely to be in a state of flux.
    Furthermore, the FCC recently issued an Order that limits the
    ability of local franchising authorities to impose certain
    unreasonable requirements, such as public,
    governmental and educational access, institutional networks and
    build-out requirements, when issuing competitive franchises. The
    Order effectively permits competitors with existing rights to
    use the
    rights-of-ways
    to begin operation of cable systems no later than 90 days
    and all others 180 days after filing a franchise
    application and preempts conflicting existing local laws,
    regulations and requirements including level-playing field
    provisions. We cannot determine the outcome of any potential new
    rules on our business; however, any change that would lessen the
    local franchising burdens and requirements imposed on our
    competitors relative to those that are or have been imposed on
    us could harm our business.        Ownership
    Limitations
        
    eliminated federal legal barriers to competition in the local
    telephone and cable communications businesses, including
    allowing local telephone companies to offer video services in
    their local telephone service areas;
    preempted legal barriers to telecommunications competition that
    previously existed in state and local laws and regulations; 20




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
    set basic standards for relationships between telecommunications
    providers; and
    generally limited acquisitions and prohibited joint ventures
    between local telephone companies and cable operators in the
    same market.          Cable
    Equipment
     21




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Pole
    Attachment Regulation
  rights-of-way
      Other
    Regulatory Requirements of the Cable Act and the
    FCC
    and/or
  
    equal employment opportunity;
    consumer protection and customer service;
    technical standards and testing of cable facilities;
    consumer electronics equipment compatibility;
    registration of cable systems;
    maintenance of various records and public inspection files; 22




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##### Table of Contents




    microwave frequency usage; and
    antenna structure notification, marking and lighting.    Copyright
  line-ups
    and/or
   23




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to-the-viewer
    Interactive
    Television
    Privacy
    Cable
    Modem Service
     24




---



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Voice-over-Internet
    Protocol Telephony
    State
    and Local Regulation
  rights-of-way.
 25




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##### Table of Contents




    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. 26




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS Risks
    Related to our Business  We
    have a history of net losses and we may continue to generate net
    losses in the future.
    The
    impairment of our goodwill and other intangible assets can cause
    our net income or net loss to fluctuate
    significantly.
    Goodwill and Other
    Intangible Assets
    We may
    be unsuccessful in implementing our growth
    strategy.
    The
    adverse effects on our business caused by increases in
    programming costs could continue or worsen.
       27




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We
    operate in a highly competitive business environment, which
    affects our ability to attract and retain customers and can
    adversely affect our business and operations. We have lost a
    significant number of video subscribers to direct broadcast
    satellite competition and this trend may continue.
       28




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and/or
  newly-upgraded and/or dial-up
  Our
    phone service is relatively new.
    Some
    of our cable systems operate in the Gulf Coast region, which
    historically has experienced severe hurricanes and tropical
    storms.
    Inability
    to secure favorable relationships and trade terms with third
    party providers of services on which we depend may impair our
    ability to provision and service our customers.
   29




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##### Table of Contents



We may
    be unable to keep pace with technological change.
  less-than-optimal
  We
    depend on computer and network technologies, and may face
    disruptions in such systems.
   Risks
    Related to our Indebtedness and the Indebtedness of our
    Operating Subsidiaries  We are
    a holding company with no operations and if our operating
    subsidiaries are unable to make funds available to us we may not
    be able to fund our obligations.
    We
    have substantial existing debt and have significant interest
    payment requirements, which could adversely affect our ability
    to obtain financing in the future and require our operating
    subsidiaries to apply a substantial portion of their cash flow
    to debt service.
      
    our ability to access new sources of financing for working
    capital, capital expenditures, acquisitions or other purposes
    may be limited;
    we may need to use a large portion of our revenues to pay
    interest on borrowings under our subsidiary credit facilities
    and our senior notes, which will reduce the amount of money
    available to finance our operations, capital expenditures and
    other activities; 30




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
    some of our debt has a variable rate of interest, which may
    expose us to the risk of increased interest rates;
    we may be more vulnerable to economic downturns and adverse
    developments in our business;
    we may be less flexible in responding to changing business and
    economic conditions, including increased competition and demand
    for new products and services;
    we may be at a disadvantage when compared to those of our
    competitors that have less debt; and
    we may not be able to fully implement our business strategy.  A
    default under our indentures or our subsidiary credit facilities
    could result in an acceleration of our indebtedness and other
    material adverse effects.
    The
    terms of our indebtedness could materially limit our financial
    and operating flexibility.
    
    incur additional indebtedness;
    create liens and other encumbrances;
    pay dividends and make other payments, investments, loans and
    guarantees;
    enter into transactions with related parties;
    sell or otherwise dispose of assets and merge or consolidate
    with another entity;
    repurchase or redeem capital stock, other equity interests or
    debt;
    pledge assets; and
    issue capital stock or other equity interests.    We may
    not be able to obtain additional capital to continue the
    development of our business.
   31




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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.
   Risks
    Related to Legislative and Regulatory Matters  Changes
    in cable television regulations could adversely impact our
    business.
      and/or e-commerce,
  Changes
    in channel carriage regulations could impose significant
    additional costs on us.
   32




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and/or
    per se
  Our
    franchises are non-exclusive and local franchising authorities
    may grant competing franchises in our markets.
      rights-of-ways
 33




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Pending
    FCC and court proceedings could adversely affect our HSD
    service.
    We may
    be subject to legal liability because of the acts of our HSD
    customers or because of our own negligence.
         34




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Changes
    in set-top box rules from the FCC could create new and
    significant costs for us.
      We may
    become subject to additional regulatory burdens because we offer
    phone service.
  E-911
  Actions
    by pole owners might subject us to significantly increased pole
    attachment costs.
   35




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Changes
    in compulsory copyright regulations might significantly increase
    our license fees.
   Risks
    related to our Manager  If our
    manager were to lose key personnel, our business could be
    adversely affected.
    We
    depend on our manager for the provision of essential management
    functions.
     36




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The
    Chairman and Chief Executive Officer of our manager has the
    ability to control all major decisions, and a sale of his stock
    in our manager could result in a change of control that would
    have unpredictable effects.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES       37




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ITEM 3.
    LEGAL
    PROCEEDINGS    Gary Ogg and Janice Ogg v. Mediacom,
    LLC class-wide rights-of-way
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   38




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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 31,2006(12)


2005


2004


2003


2002(Dollars in thousands)(Unaudited)Statement of Operations
    Data:Revenues

$
529,156


$
485,705


$
472,187


$
452,548


$
410,241Costs and expenses:Service costs


222,334



199,568



185,123



169,818



152,684Selling, general and
    administrative expenses


101,149



94,313



86,807



77,908



68,563Management fee
    expense-parent(1)


9,747



10,048



8,691



7,915



11,108Depreciation and amortization


104,678



101,467



107,282



158,718



194,862Operating income (loss)


91,248



80,309



84,284



38,189



(16,976
)Interest expense, net


(112,895
)


(102,000
)


(97,790
)


(98,596
)


(102,458
)Loss on early extinguishment of
    debt


(4,624
)


(4,742
)










(Loss) gain on derivatives
    instruments, net


(7,080
)


5,917



5,196



6,250



1,172Gain (loss) on sale of assets and
    investments, net






2,628



5,885



(1,908
)


Investment income from
    affiliate(2)


18,000



18,000



18,000



18,000



18,000Other expense, net


(4,068
)


(4,406
)


(6,599
)


(4,425
)


(4,845
)Net (loss) income

$
(19,419
)

$
(4,294
)

$
8,976


$
(42,490
)

$
(105,107
)Balance Sheet Data (end of
    period):Total assets

$
1,486,383


$
1,492,010


$
1,491,900


$
1,515,366


$
1,567,240Total debt

$
1,548,356


$
1,468,781


$
1,473,177


$
1,524,324


$
1,548,711Total members deficit

$
(251,020
)

$
(123,601
)

$
(119,307
)

$
(128,283
)

$
(85,793
)   39




---



##### Table of Contents



Year Ended in December 31,2006


2005


2004


2003


2002(Dollars in thousands, except operating data)(Unaudited)Other Data:Adjusted
    OIBDA(3)

$
196,337


$
181,916


$
191,589


$
196,933


$
177,886Adjusted OIBDA
    margin(4)


37.1
%


37.4
%


40.6
%


43.5
%


43.4
%Ratio of earnings to fixed
    charges(5)










1.08







Net cash flows provided by
    (used in):Operating activities

$
133,394


$
111,333


$
137,793


$
120,157


$
67,433Investing activities

$
(99,911
)

$
(109,718
)

$
(81,520
)

$
(99,753
)

$
(176,599
)Financing activities

$
(28,448
)

$
(7,280
)

$
(57,559
)

$
(27,877
)

$
122,678Operating Data (end of
    period):Estimated homes
    passed(6)


1,355,000



1,347,000



1,329,000



1,282,500



1,252,000Basic
    subscribers(7)


629,000



650,000



675,000



723,700



752,000Digital
    customers(8)


224,000



205,000



160,000



151,400



133,000Data
    customers(9)


258,000



212,000



162,000



122,200



81,000Phone
    customers(10)


34,000



4,500











RGUs(11)


1,145,000



1,071,500



997,000



997,300



966,000     (1)
    
    Represents fees paid to MCC for management services rendered to
    our operating subsidiaries. See Note 6 of our consolidated
    financial statements. Management fee expense includes non-cash,
    stock-based compensation charges related to the vesting of
    equity grants made during 1999 to certain members of our
    management team. Such amounts were $5.3 million for the
    year ended December 31, 2002.(2)
    
    Investment income from affiliate represents the investment
    income on our $150.0 million preferred equity investment in
    Mediacom Broadband LLC, a wholly-owned subsidiary of MCC. See
    Note 10 of our consolidated financial statements.(3)
    
    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. We
    believe Adjusted OIBDA is useful for investors because it
    enables them to assess 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
    television industry, which may have different depreciation and
    amortization policies, as well as different non-cash,
    share-based compensation programs. 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.For purposes of calculating our compliance with the covenants
    under our debt arrangements, Adjusted OIBDA or similar measures
    are further adjusted to include investment income to the extent
    received in cash. Investment income received in cash by Mediacom
    LLC was $18.0 million for each of the years ended
    December 31, 2006, 2005, 2004, 2003 and 2002. See
    Note 2 above. 40




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##### Table of Contents



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 31,2006


2005


2004


2003


2002(Unaudited)Adjusted OIBDA

$
196,337


$
181,916


$
191,589


$
196,933


$
177,886Non-cash share-based compensation
    and other share-based
    awards(A)


(411
)


(140
)


(23
)


(26
)


Depreciation and amortization


(104,678
)


(101,467
)


(107,282
)


(158,718
)


(194,862
)Operating income

$
91,248


$
80,309


$
84,284


$
38,189


$
(16,976
)   (A)
    Includes approximately $28, $22, $23 and $26 for the year ended
    December 31, 2006, 2005, 2004 and 2003, respectively,
    related to the issuance of other share-based awards.  (4)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 3 above.(5)
    
    Earnings were insufficient to cover fixed charges by
    $19.6 million, $4.9 million, $44.4 million and
    $107.3 million for the year ended December 31, 2006,
    2005, 2003 and 2002, respectively. Refer to Exhibit 12.1 to
    this Annual Report.(6)
    
    Represents an estimate of the number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(7)
    
    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 television 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. 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,
    VOD, HDTV, DVR or high-speed Internet service. Customers who
    exclusively purchase high-speed Internet 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.(8)
    
    Represents customers that receive digital cable services.(9)
    
    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 10Mbps. These commercial accounts are converted to equivalent
    residential data customers by dividing their associated revenues
    by the applicable residential rate. Our data customers exclude
    large commercial accounts and include an insignificant number of
    dial-up
    customers. Our methodology of calculating data customers may not
    be identical to those used by other companies offering similar
    services.(10)
    
    Represents customers that receive phone service.(11)
    
    RGUs, or Revenue generating units, represents the total of basic
    subscribers and digital, data and phone customers at the end of
    each period.(12)
    
    Effective January 1, 2006, the Company adopted
    SFAS No. 123(R) (see Note 8 in the Notes to
    Consolidated Financial Statements.) 41




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Hurricane
    Losses in 2004 and 2005
        Adjusted
    OIBDA
   42




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##### Table of Contents



Actual
    Results of Operations
  Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    Year EndedDecember 31,2006


2005


$ Change


% ChangeRevenues

$
529,156


$
485,705


$
43,451



8.9
%Costs and expenses:Service costs


222,334



199,568



22,766



11.4
%Selling, general and
    administrative expenses


101,149



94,313



6,836



7.2
%Management fee expense 
    parent


9,747



10,048



(301
)


(3.0
)%Depreciation and amortization


104,678



101,467



3,211



3.2
%Operating income


91,248



80,309



10,939



13.6
%Interest expense, net


(112,895
)


(102,000
)


(10,895
)


10.7
%Loss on early extinguishment of
    debt


(4,624
)


(4,742
)


118



(2.5
)%(Loss) Gain on derivatives, net


(7,080
)


5,917



(12,997
)


NMGain on sale of assets and
    investments, net






2,628



(2,628
)


NMInvestment income from affiliate


18,000



18,000







Other expense, net


(4,068
)


(4,406
)


338



(7.7
)%Net loss

$
(19,419
)

$
(4,294
)

$
(15,125
)


NMAdjusted OIBDA

$
196,337


$
181,916


$
14,421



7.9
%  43




---



##### Table of Contents



non-cash, shared-based
  Year EndedDecember 31,2006


2005


$ Change


% ChangeAdjusted OIBDA

$
196,337


$
181,916


$
14,421



7.9
%Non-cash, share-based compensation
    and other share-based
    awards(1)


(411
)


(140
)


(271
)


NMDepreciation and amortization


(104,678
)


(101,467
)


(3,211
)


3.2
%Operating income

$
91,248


$
80,309


$
10,939



13.6
%     (1)
    
    Includes approximately $28 and $22 for the year ended
    December 31, 2006 and 2005, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year EndedDecember 31,2006


2005


$ Change


% ChangeVideo

$
396,634


$
384,124


$
12,510



3.3
%Data


105,748



86,574



19,174



22.1
%Telephone


7,046



335



6,711



NMAdvertising


19,728



14,672



5,056



34.5
%$
529,156


$
485,705


$
43,451



8.9
%   Year EndedDecember 31,


Increase2006


2005


(Decrease)


% ChangeBasic subscribers


629,000



650,000



(21,000
)


(3.2
)%Data customers


258,000



212,000



46,000



21.7
%Phone customers


34,000



4,500



29,500



NMAverage monthly video revenue per
    basic
    subscriber(1)

$
51.63


$
48.12


$
3.51



7.3
%Average monthly data revenue per
    data
    customer(2)

$
37.81


$
37.04


$
0.77



2.1
%     (1)
    
    Average monthly video revenue per basic subscriber is calculated
    based on monthly revenue divided by the average number of basic
    subscribers for each of the twelve months.(2)
    
    Average monthly date revenue per data customer is calculated
    based on monthly data revenue divided by the average number of
    data customers for each of the twelve months.    pay-per-view
 44




---



##### Table of Contents



year-over-year
      Costs
    and Expenses
             45




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
    (Loss)
    Gain on Derivatives, Net
  mark-to-market mark-to-market
  Investment
    Income from Affiliate
    Net
    Loss
   46




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##### Table of Contents



Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
    Year EndedDecember 31,2005


2004


$ Change


% ChangeRevenues

$
485,705


$
472,187


$
13,518



2.9
%Costs and expenses:Service costs


199,568



185,123



14,445



7.8
%Selling, general and
    administrative expenses


94,313



86,807



7,506



8.6
%Management fee expense 
    parent


10,048



8,691



1,357



15.6
%Depreciation and amortization


101,467



107,282



(5,815
)


(5.4
)%Operating income


80,309



84,284



(3,975
)


(4.7
)%Interest expense, net


(102,000
)


(97,790
)


(4,210
)


4.3
%Loss on early extinguishment of
    debt


(4,742
)






(4,742
)


NMGain on derivative instruments, net


5,917



5,196



721



NMGain on sale of assets and
    investments, net


2,628



5,885



(3,257
)


NMInvestment income from affiliate


18,000



18,000







NMOther expense, net


(4,406
)


(6,599
)


2,193



(33.2
)%Net (loss) income

$
(4,294
)

$
8,976


$
(13,270
)


NMAdjusted OIBDA

$
181,916


$
191,589


$
(9,673
)


(5.0
)%     Year EndedDecember 31,2005


2004


$ Change


% ChangeAdjusted OIBDA

$
181,916


$
191,589


$
(9,673
)


(5.0
)%Non-cash, share-based compensation
    and other share-based
    awards(1)


(140
)


(23
)


(117
)


NMDepreciation and amortization


(101,467
)


(107,282
)


5,815



(5.4
)%Operating income

$
80,309


$
84,284


$
(3,975
)


(4.7
)%     (1)
    
    Includes approximately $22 and $23 for the year ended
    December 31, 2005 and 2004, respectively, related to the
    issuance of other share-based awards. 47




---



##### Table of Contents



Revenues
    Year EndedDecember 31,2005


2004


$ Change


% ChangeVideo

$
384,124


$
391,351


$
(7,227
)


(1.8
)%Data


86,574



68,224



18,350



26.9
%Advertising


14,672



12,612



2,060



16.3
%Telephone


335







335



NM$
485,705


$
472,187


$
13,518



2.9
%   Year EndedDecember 31,


Increase2005


2004


(Decrease)


% ChangeBasic subscribers


650,000



675,000



(25,000
)


(3.7
)%Data customers


212,000



162,000



50,000



30.9
%Phone customers


4,500







4,500



NMAverage monthly video revenue per
    basic
    subscriber(1)

$
48.12


$
46.97


$
1.15



2.4
%Average monthly data revenue per
    data
    customer(2)

$
37.04


$
39.09


$
(2.05
)


(5.2
%)     (1)
    
    Average monthly video revenue per basic subscriber is calculated
    based on monthly revenue divided by the average number of basic
    subscribers for each of the twelve months.(2)
    
    Average monthly date revenue per data customer is calculated
    based on monthly data revenue divided by the average number of
    data customers for each of the twelve months.      year-over-year
   48




---



##### Table of Contents



Costs
    and Expenses
          Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, net
  1 2 1 2
  Gain
    on Derivatives, net
  mark-to-market mark-to-market
 49




---



##### Table of Contents



Gain
    (Loss) on Sale of Assets and Investments, net
    Investment
    Income from Affiliate
    Other
    Expense, net
    Net
    (Loss) Income
    Liquidity
    and Capital Resources
         50




---



##### Table of Contents



Operating
    Activities
    mark-to-market
  Investing
    Activities
    Financing
    Activities
      
    In May 5, 2006, we refinanced a $543.1 million term
    loan with a new term loan in the amount of $650.0 million.
    Borrowings under the new term loan bear interest at a rate that
    is 0.5% less than the interest rate of the term loan that it
    replaced. The new term loan matures in January 2015, whereas the
    term loan it replaced had a maturity of February 2013.
    In June 2006, we made an $8.0 million distribution to
    MCC.
    In July 2006, we made a $100.0 million distribution to
    MCC.  Other
  mark-to-market
   51




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Capital


Operating


InterestDebt


Leases


Leases


Expense(1)


Purchase Obligations


Total2007

$
6,500


$
356


$
1,961


$
117,863


$
1,785


$
128,4652008


26,500







1,124



117,407



1,785



146,8162009


30,500







668



115,595



1,785



148,5482010


56,500







528



113,509







170,5372011


256,500







392



111,696







368,588Thereafter


1,171,500







1,507



281,397







1,454,404Total cash obligations

$
1,548,000


$
356


$
6,180


$
857,467


$
5,355


$
2,417,358     *
    
    Refer to Note 5 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 9 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,
    2006 and the average interest rates applicable under such debt
    obligations.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
    Indefinite-lived
    Intangibles
  Goodwill
    and Other Intangible Assets
  No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
 52




---



##### Table of Contents



Share-based
    Compensation
    Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial
    Instruments, Amendment of FASB Statement No. 133 and
    140 Accounting for Derivative Instruments and Hedging
    Activities Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
  Accounting for Servicing of Financial
    Assets  an Amendment of FASB Statement No 140
 53




---



##### Table of Contents



Fair Value Measurements
    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  Inflation
    and Changing Prices
   54




---



##### Table of Contents



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


Capital LeaseSenior Notes


Facilities


Obligations


TotalExpected Maturity:January 1, 2007 to
    December 31, 2007

$



$
6,500


$
356


$
6,856January 1, 2008 to
    December 31, 2008






26,500







26,500January 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



131,500







256,500Thereafter


500,000



671,500







1,171,500Total

$
625,000


$
923,000


$
356


$
1,548,356Fair Value

$
645,000


$
923,000


$
356


$
1,568,356Weighted Average Interest Rate


9.2
%


6.8
%


3.1
%


7.8
%  55




---



##### 



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


57Consolidated
    Balance Sheets as of December 31, 2006 and 2005


58Consolidated
    Statements of Operations for the Years Ended December 31,
    2006, 2005 and 2004


59Consolidated
    Statements of Changes in Members Deficit for the Years
    Ended December 31, 2006, 2005 and 2004


60Consolidated
    Statements of Cash Flows for the Years Ended December 31,
    2006, 2005 and 2004


61Notes to
    Consolidated Financial Statements


62Financial Statement
    Schedule: Schedule II  Valuation and Qualifying
    Accounts


80   56




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           57




---



##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(All dollar amounts in thousands)ASSETSCURRENT ASSETSCash

$
11,501


$
6,466Accounts receivable, net of
    allowance for doubtful accounts of $793 and $1,235, respectively


32,518



27,617Prepaid expenses and other current
    assets


1,523



6,064Total current assets


45,542



40,147Preferred equity investment in
    affiliated company


150,000



150,000Investment in cable television
    systems:Property, plant and equipment, net
    of accumulated depreciation of $909,104 and $815,386,
    respectively


707,047



711,804Franchise rights, net of
    accumulated amortization of $102,195


552,513



552,513Goodwill, net of accumulated
    amortization of $3,231


16,800



16,800Subscriber lists and other
    intangible assets, net of accumulated amortization of $138,528
    and $138,504, respectively


24



146Total investment in cable
    television systems


1,276,384



1,281,263Other assets, net of accumulated
    amortization of $12,933 and $12,759, respectively


14,457



20,600Total assets

$
1,486,383


$
1,492,010LIABILITIES AND MEMBERS
    DEFICITCURRENT LIABILITIESAccrued expenses

$
156,699


$
117,411Deferred revenue


20,863



18,600Current portion of long-term debt


6,856



6,412Total current liabilities


184,418



142,423Long-term debt, less current
    portion


1,541,500



1,462,369Other non-current liabilities


11,485



10,819Total liabilities


1,737,403



1,615,611Commitments and contingencies
    (Note 9)MEMBERS DEFICITCapital contributions


440,521



548,521Accumulated deficit


(691,541
)


(672,122
)Total members deficit


(251,020
)


(123,601
)Total liabilities and
    members deficit

$
1,486,383


$
1,492,010    58




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS
  Year Ended December 31,2006


2005


2004(Amounts in thousands)Revenues

$
529,156


$
485,705


$
472,187Costs and expenses:Service costs (exclusive of
    depreciation and amortization of $104,678, $101,467 and
    $107,282, respectively, shown separately below)


222,334



199,568



185,123Selling, general and
    administrative expenses


101,149



94,313



86,807Management fee expense-parent


9,747



10,048



8,691Depreciation and amortization


104,678



101,467



107,282Operating income


91,248



80,309



84,284Interest expense, net


(112,895
)


(102,000
)


(97,790
)Loss on early extinguishment of
    debt


(4,624
)


(4,742
)


(Loss) gain on derivatives, net


(7,080
)


5,917



5,196Gain on sale of assets and
    investments, net






2,628



5,885Investment income from affiliate


18,000



18,000



18,000Other expense, net


(4,068
)


(4,406
)


(6,599
)Net (loss) income

$
(19,419
)

$
(4,294
)

$
8,976    59




---



##### 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,
    2003

$
548,521


$
(676,804
)

$
(128,283
)Net income






8,976



8,976Balance, December 31,
    2004

$
548,521


$
(667,828
)

$
(119,307
)Net loss






(4,294
)


(4,294
)Balance, December 31,
    2005

$
548,521


$
(672,122
)

$
(123,601
)Net loss






(19,419
)


(19,419
)Capital distribution


(108,000
)






(108,000
)Balance, December 31,
    2006

$
440,521


$
(691,541
)

$
(251,020
)    60




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(All dollar amounts in thousands)CASH FLOWS PROVIDED BY OPERATING
    ACTIVITIES:Net (loss) income

$
(19,419
)

$
(4,294
)

$
8,976Adjustments to reconcile net loss
    to net cash provided by operating activities:Depreciation and amortization


104,678



101,467



107,282Loss (gain) on derivatives, net


7,080



(5,917
)


(5,196
)Gain on investments, net






(2,628
)


(5,885
)Amortization of deferred financing
    costs


2,427



3,109



5,642Share-based compensation


383



118



Loss on early extinguishment of
    debt


2,999



4,742



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


(4,901
)


(688
)


(2,413
)Prepaid expenses and other assets


1,194



6,742



12,046Accrued expenses


38,905



9,773



13,189Deferred revenue


2,263



724



1,444Other non-current liabilities


(2,215
)


(1,815
)


2,708Net cash flows provided by
    operating activities


133,394



111,333



137,793CASH FLOWS USED IN INVESTING
    ACTIVITIES:Capital expenditures


(99,911
)


(114,334
)


(87,922
)Acquisition of cable television
    system










(3,372
)Proceeds from sale of assets and
    investments






4,616



10,556Loan to affiliated
    company  note receivable






(88,000
)


Repayment of note receivable to
    affiliated company






88,000



Other investing activities










(782
)Net cash flows used in investing
    activities


(99,911
)


(109,718
)


(81,520
)CASH FLOWS USED IN FINANCING
    ACTIVITIES:New borrowings


828,000



516,000



121,122Repayment of debt


(748,425
)


(323,230
)


(172,269
)Capital distribution


(108,000
)






Redemption of senior notes






(200,000
)


Financing costs


(23
)


(50
)


(6,412
)Net cash flows used in financing
    activities


(28,448
)


(7,280
)


(57,559
)Net increase (decrease) in cash


5,035



(5,665
)


(1,286
)CASH, beginning of year


6,466



12,131



13,417CASH, end of year

$
11,501


$
6,466


$
12,131SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:Cash paid during the year for
    interest, net of amounts capitalized

$
110,931


$
105,766


$
96,116    61




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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
  Share-Based Payment
  Revenue
    Recognition
    Allowance
    for Doubtful Accounts
   62




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##### 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
  No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use
 63




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Marketing
    and Promotional Costs
    Intangible
    Assets
  Goodwill and
    Other Intangible Assets,
          Other
    Assets
    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
  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
  Accounting
    for Asset Retirement Obligations, rights-of-way
    Accounting
    for Long-Lived Assets
  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
    Income
    Taxes
    Comprehensive
    Income
  Reporting Comprehensive Income.
  Reclassifications
   66




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  Accounting for Certain Hybrid Financial
    Instruments, Amendment of FASB Statement No. 133 and
    140 Accounting for Derivative Instruments and Hedging
    Activities Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities
  Accounting for Servicing of Financial
    Assets  an Amendment of FASB Statement No 140
  Fair Value Measurements
    The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115
  3.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2006


2005Cable systems, equipment and
    subscriber devices

$
1,547,147


$
1,462,189Vehicles


30,492



30,040Furniture, fixtures and office
    equipment


20,632



17,594Buildings and leasehold
    improvements


16,177



15,877Land and land improvements


1,703



1,4901,616,151



1,527,190Accumulated depreciation


(909,104
)


(815,386
)Property, plant and equipment, net

$
707,047


$
711,804  67




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##### Table of Contents



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


December 31,2006


2005Accrued interest

$
33,273


$
31,022Accrued programming costs


20,463



20,320Accrued taxes and fees


13,298



14,572Accrued payroll and benefits


10,302



8,762Accrued service costs


8,978



6,214Accrued property, plant and
    equipment


8,764



7,851Accrued telecommunications


7,148



4,432Subscriber advance payments


5,768



5,189Intercompany accounts payable and
    other accrued expenses


48,705



19,049$
156,699


$
117,411   5.
    DEBT    December 31,


December 31,2006


2005Bank credit facilities

$
923,000


$
842,50077/8% senior
    notes due 2011


125,000



125,00091/2% senior
    notes due 2013


500,000



500,000Capital lease obligations


356



1,2811,548,356



1,468,781Less: Current portion


6,856



6,412Total long-term debt

$
1,541,500


$
1,462,369   Bank
    Credit Facilities
   68




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Interest
    Rate Exchange Agreements
  mark-to-market
   69




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  mark-to-market mark-to-market
  Senior
    Notes
  7 8 7 8 7 8 7 8
  1 2 1 2 1 2 1 2
    Loss
    on Early Extinguishment of Debt
    Fair
    Value and Debt Maturities
  7 8 1 2
    2007

$
6,8562008


26,5002009


30,5002010


56,5002011


256,500Thereafter


1,171,500$
1,548,356   6.
    RELATED
    PARTY TRANSACTIONS  day-to-day
 70




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      7.
    EMPLOYEE
    BENEFIT PLANS    8.
    SHARE-BASED
    COMPENSATION  Share-based
    Compensation
    Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
   71




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share-Based
    Payment
  Impact
    of the Adoption of SFAS No. 123(R)
      Year EndedDecember 31,2006Share-based compensation expense
    by type of award:Employee stock options

$
118Employee stock purchase plan


64Restricted stock units


201Total share-based compensation
    expense

$
383       Pro
    Forma Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
    For the Years Ended December 31,2005


2004Net (loss) income, as reported

$
(4,294
)

$
8,976Add: Total stock-based
    compensation expense included in net loss (income) as reported
    above


118



Deduct: Total stock based
    compensation expense determined under fair value based method of
    all awards


(827
)


(2,332
)Pro forma, net (loss) income

$
(5,003
)

$
6,644  72




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##### Table of Contents



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


Employee Stock Purchase PlansYear Ended


Year EndedDecember 31,


December 31,2006


2005


2006


2005Dividend yield


0
%


0
%


0
%


0
%Expected volatility


56.0
%


45.0
%


33.0
%


45.0
%Risk free interest rate


4.7
%


3.9
%


4.7
%


4.0
%Expected option life (in years)


4.3



6.0



0.5



0.5Forfeiture rate


14.0
%


14.0
%






       Weighted AverageRemaining


AggregateWeighted Average


Contractual Term


Intrinsic ValueShares


Exercise Price


(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


$
56    73




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##### Table of Contents



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


Exercise PriceOutstanding at December 31,
    2003


1,298,624


$
17.85Granted


6,000



8.82Exercised






Forfeited


(114,152
)


17.79Outstanding at December 31,
    2004


1,190,472


$
17.81Granted


18,000



5.42Exercised






Forfeited


(62,202
)


16.47Outstanding at December 31,
    2005


1,146,270


$
17.69       Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted


Aggregate





Average


Weighted


AggregateNumber of


Remaining


Average


Intrinsic


Number of


Remaining


Average


IntrinsicRange of

Shares


Contractual


Exercise


Value


Shares


Contractual


Exercise


ValueExercise Prices

Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$ 5.00  $12.00


112,820



5.7 years


$
7.68


$
141



65,656



6.0 years


$
8.42


$
56$12.01  $18.00


221,500



4.2 years



17.68







221,500



4.2 years



17.68



$18.01  $22.00


689,858



3.1 years



19.01







689,858



3.1 years



19.01



1,024,178



3.6 years


$
17.55


$
141



977,014



3.5 years


$
18.00


$
56      74




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##### Table of Contents



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


$
5.56   Employee
    Stock Purchase Plan
    9.
    COMMITMENTS
    AND CONTINGENCIES  Lease
    and Rental Agreements
    2007

$
1,9612008


1,1242009


6682010


5282011


392Thereafter


1,507$
6,180  75




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Letters
    of Credit
    Legal
    Proceedings
    Gary Ogg and Janice Ogg v. Mediacom, LLC class-wide rights-of-way
  10.
    PREFERRED
    EQUITY INVESTMENT    11.
    LOAN TO
    AFFILIATED COMPANY  NOTE RECEIVABLE   76




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##### Table of Contents



MEDIACOM
    LLC AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    HURRICANE
    LOSSES IN 2004 AND 2005        13.
    SALE OF
    ASSETS AND INVESTMENTS    14.
    SUBSEQUENT
    EVENTS  month-to-month 45-days
   77




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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 of


Costs


Other


Costs


Other


Balance atPeriod


and Expenses


Accounts


and Expenses


Accounts


End of Period(All dollar amounts in thousands)December 31,
    2004Allowance for doubtful accounts:Current receivables

$
1,069


$
407


$



$
620


$



$
856December 31,
    2005Allowance for doubtful accounts:Current receivables

$
856


$
737


$
89


$
447


$



$
1,235December 31,
    2006Allowance for doubtful accounts:Current receivables

$
1,235


$
1,361


$



$
1,803


$



$
793   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)
  Mediacom
    Capital Corporation
  Rules 13a-15(e) 15d-15(e)
 78




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##### Table of Contents



Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANTS    Name

Age

TitleRocco B. Commisso


57


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


50


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


45


Executive Vice President,
    Operations of MCCItalia Commisso Weinand


53


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


58


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


52


Senior Vice President, Customer
    Operations of MCCCalvin G. Craib


52


Senior Vice President, Business
    Development of MCCBrian Walsh


41


Senior Vice President and
    Corporate Controller of MCCCraig S. Mitchell


48


Director of MCCWilliam S. Morris III


72


Director of MCCThomas V. Reifenheiser


71


Director of MCCNatale S. Ricciardi


58


Director of MCCRobert L. Winikoff


60


Director of MCC   Rocco B. Commisso
 79




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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
  Craig S. Mitchell
 80




---



##### Table of Contents



William S. Morris III 1999-2000.
  Thomas V. Reifenheiser
  Natale S. Ricciardi
  Robert L. Winikoff
  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  Management
    Agreements
    Other
    Relationships
         81




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2006


2005Audit fees

$
564


$
656Audit-related fees


44



64Tax fees






8All other fees






2Total

$
608


$
730   Form 10-Q Form 10-K.
   82




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##### Table of Contents



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

Exhibit Description3
.1(a)

Articles of Organization of
    Mediacom LLC filed July 17, 1995(1)3
.1(b)

Certificate of Amendment of the
    Articles of Organization of Mediacom LLC filed December 8,
    1995(1)3
.2

Fifth Amended and Restated
    Operating Agreement of Mediacom LLC(2)3
.3

Certificate of Incorporation of
    Mediacom Capital Corporation filed March 9, 1998(1)3
.4

By-Laws of Mediacom Capital
    Corporation(1)4
.1

Indenture relating to
    77/8% senior
    notes due 2011 of Mediacom LLC and Mediacom Capital
    Corporation(3)4
.2

Indenture relating to
    91/2% senior
    notes due 2013 of Mediacom LLC and Mediacom Capital
    Corporation(4)10
.1

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
.2

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
.3

Incremental Facility Agreement,
    dated as of May 5, 2006, between the operating subsidiaries of
    Mediacom LLC, the lenders signatory thereto and JPMorgan Chase
    Bank, N.A., as administrative agent(6)12
.1

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

Code of Ethics(7)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 Registration Statement on
    Form S-4
    (File No.
    333-57285)
    of Mediacom LLC and Mediacom Capital Corporation and
    incorporated herein by reference.(2)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1999 of Mediacom
    Communications Corporation, 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, 1998 of 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, 2000 of Mediacom
    Communications Corporation and incorporated herein by reference. 83




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##### Table of Contents



(5)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2004 of
    Mediacom Communications Corporation and incorporated herein by
    reference.(6)
    
    Filed as an exhibit to the Quarterly Report on Form 10-Q for the
    quarterly period ended March 31, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference.(7)
    
    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
 84




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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 27, 2007/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2007  85




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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 27, 2007/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2007  86




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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.
   87