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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 Commission File Numbers: 333-57285-01
         
         
          
             333-57285
 Mediacom LLC
Mediacom Capital Corporation*
 (Exact names of Registrants as specified in their charters)
 New York
    
    06-1433421New York
    
    06-1513997(State
or other jurisdiction ofincorporation or organization)
    
    (I.R.S. EmployerIdentification 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
 o þ
 þ o
 o o
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting(Do not check if a smaller
reporting company)
    
    company o
 o þ




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##### 



MEDIACOM LLC
 2010 FORM 10-K ANNUAL REPORT
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    4Item 1A.
    
    Risk Factors
    
    
    24Item 1B.
    
    Unresolved Staff Comments
    
    
    31Item 2.
    
    Properties
    
    
    31Item 3.
    
    Legal Proceedings
    
    
    32Item 4.
    
    Reserved
    
    
    33PART IIItem 5.
    
    Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    33Item 6.
    
    Selected Financial Data
    
    
    33Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    36Item 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
    
    
    80Item 9A.
    
    Controls and Procedures
    
    
    80Item 9B.
    
    Other Information
    
    
    82PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    82Item 11.
    
    Executive Compensation
    
    
    83Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    83Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    84Item 14.
    
    Principal Accounting Fees and Services
    
    
    85PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    85EX-12.1EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2
     2




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Cautionary Statement Regarding Forward-Looking Statements
   

    increased levels of competition from existing and new competitors;
 

    lower demand for our video, high-speed data and phone services;
 

    our ability to successfully introduce new products and services to meet customer demands and
preferences;
 

    changes in laws, regulatory requirements or technology that may cause us to incur additional
costs and expenses;
 

    greater than anticipated increases in programming costs and delivery expenses related to our
products and services;
 

    changes in assumptions underlying our critical accounting policies;
 

    the ability to secure hardware, software and operational support for the delivery of products
and services to our customers;
 

    disruptions or failures of network and information systems upon which our business relies;
 

    our reliance on certain intellectual properties;
 

    our ability to generate sufficient cash flow to meet our debt service obligations;
 

    our ability to refinance future debt maturities or provide future funding for general
corporate purposes and 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,
2010 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
    Mediacom LLC
   http://www.mediacomcc.com;
 2010 Developments
 New Financings
 Liquidity and Capital Resources 
Capital Structure  New Financings
 4




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##### Table of Contents



Going Private Transaction
   Description of Our Cable Systems
 Overview
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Operating Data:Core VideoEstimated homes passed(1)
    
    
    1,292,000
    
    
    
    1,286,000
    
    
    
    1,370,000
    
    
    
    1,360,000
    
    
    
    1,355,000Basic subscribers(2)
    
    
    530,000
    
    
    
    548,000
    
    
    
    601,000
    
    
    
    604,000
    
    
    
    629,000Basic penetration(3)
    
    
    41.0
    %
    
    
    42.6
    %
    
    
    43.9
    %
    
    
    44.4
    %
    
    
    46.4
    %Digital CableDigital customers(4)
    
    
    322,000
    
    
    
    300,000
    
    
    
    288,000
    
    
    
    240,000
    
    
    
    224,000Digital penetration(5)
    
    
    60.8
    %
    
    
    54.7
    %
    
    
    47.9
    %
    
    
    39.7
    %
    
    
    35.6
    %High Speed DataHSD customers(6)
    
    
    379,000
    
    
    
    350,000
    
    
    
    337,000
    
    
    
    299,000
    
    
    
    258,000HSD penetration(7)
    
    
    29.3
    %
    
    
    27.2
    %
    
    
    24.6
    %
    
    
    22.0
    %
    
    
    19.0
    %PhoneEstimated marketable phone homes(8)
    
    
    1,186,000
    
    
    
    1,180,000
    
    
    
    1,198,000
    
    
    
    1,150,000
    
    
    
    950,000Phone customers(9)
    
    
    157,000
    
    
    
    135,000
    
    
    
    114,000
    
    
    
    79,000
    
    
    
    34,000Phone penetration(10)
    
    
    13.2
    %
    
    
    11.4
    %
    
    
    9.5
    %
    
    
    6.9
    %
    
    
    3.6
    %Revenue Generating Units(11)
    
    
    1,388,000
    
    
    
    1,333,000
    
    
    
    1,340,000
    
    
    
    1,222,000
    
    
    
    1,145,000
 
 (1)
    
    Represents the estimated number of single residence homes, apartments and condominium units passed by our cable
distribution network. Estimated homes passed are based on the best information currently available.(2)
    
    Represents a dwelling with one or more television sets that receives a package of over-the-air broadcast stations, local
access channels or certain satellite-delivered cable services. Accounts that are billed on a bulk basis, which typically
receive discounted rates, are converted into full-price equivalent basic subscribers by dividing total bulk billed basic
revenues of a particular system by average cable rate charged to basic subscribers in that system. This conversion
method is generally consistent with the methodology used in determining payments made to programmers. Basic subscribers
include connections to schools, libraries, local government offices and employee households that may not be charged for
limited and expanded cable services, but may be charged for digital cable, HSD, phone or other services. Our methodology
of calculating the number of basic subscribers may not be identical to those used by other companies offering similar
services.(3)
    
    Represents basic subscribers as a percentage of estimated homes passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of 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 5




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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. 6




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Our Service Areas
  Residential Services
   Video
  Broadcast Basic Service.
 Family Basic Service.
 Digital Service.
 High-Definition Television.
  7




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Digital Video Recorders.
  Video-On-Demand.
 Mediacom Online
   Mediacom Phone
  Business Services
 Commercial Services
  Enterprise Networks
  8




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Advertising
  Marketing and Sales
   Customer Care
  Contact Centers
   Field Operations
  9




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##### Table of Contents



Technology
    Community Relations
 Cable in the Classroom
  Franchises
  10




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##### Table of Contents



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




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Competition
   Direct Broadcast Satellite Providers
    Local Telephone Companies and other Overbuilders
   12




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##### Table of Contents



Wireless Communication Companies
   Other Competition
 Video
   HSD
  13




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##### Table of Contents



Phone
  Advertising
   Employees
  Legislation and Regulation
 General
  Cable System Operations and Cable Services
 Federal Regulation
  Content Regulations
 Must Carry and Retransmission Consent
    14




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##### Table of Contents



per se
  Availability of Analog Broadcast Signals
   Program Tiering
  Tier Buy Through
  15




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##### Table of Contents



Use of Our Cable Systems by the Government and Unrelated Third Parties
    Access to Certain Programming
  Ownership Limitations
  16




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Cable Equipment
 tm
     Pole Attachment Regulation
  17




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##### Table of Contents



State and Local
Regulation  Network Neutrality
   Multiple Dwelling Unit Building Wiring
  Copyright
  18




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##### Table of Contents



Privacy and Data Security
  19




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##### Table of Contents



Small Cable Operator Provisions
  State and Local Regulation
 Franchise Matters
  

    franchise fees;
 

    franchise term;
 

    system construction and maintenance obligations;
 

    system channel capacity;
 

    design and technical performance;
 

    customer service standards;
 20




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##### Table of Contents





    sale or transfer of the franchise; and
 

    territory of the franchise.
  HSD Service
 Federal Regulation
 State and Local Regulation  Network Neutrality
 Network Neutrality
   21




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##### Table of Contents



National Broadband Plan
 Cable System Operations and Cable Services Pole Attachments Cable System Operations and Cable Services: Cable
Equipment Cable System
Operations and Cable Services: Privacy and Data Security
 Digital Millennium Copyright Act
  Privacy
 Privacy and Data Security Cable System Operations and Cable Services
 22




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International Law
  State and Local Regulation
  Voice-over-Internet Protocol Telephony Service
 Federal Law
   Federal regulatory obligations
  Privacy
 Privacy and Data Security Cable System Operations and Cable Services
 23




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##### Table of Contents



State and Local Regulation
  
 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.
     24




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Weak economic conditions may adversely impact our business, financial condition and results of
operations.
  The continuing increases in programming costs may have an adverse affect on our results of
operations.
  Greater levels of OTTV usage may have an adverse affect on our 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.
  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.
  25




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We depend on network and information systems and other technologies to operate our businesses. 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.
  Our business depends on certain intellectual property rights and on not infringing on the
intellectual property rights of others.
  Some of our cable systems operate in the Gulf Coast region, which historically has experienced
severe hurricanes and tropical storms.
  The loss of key personnel could have a material adverse effect on our business.
  26




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##### Table of Contents



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.
  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;
    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.
   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.
  27




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A default under our bank credit facility or senior notes could result in an acceleration of our
indebtedness and other material adverse effects.
    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.
  28




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Impairment of our goodwill and other intangible assets could cause significant losses.
   Intangibles  Goodwill and Other (ASC 350)
   Risks Related to Legislative and Regulatory Matters
 Changes in government regulation could adversely impact our business.
  Restrictions on how we tier or package video programming selections could adversely impact our
business.
 a la carte
 29




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The new program access mandates of the FCCs Comcast Order may help our competitors more than it
may benefit us.
  Denials of franchise renewals or continued absence of franchise parity can adversely impact our
business.
   Changes in carriage requirements could impose additional cost burdens on us.
  Pending FCC and court proceedings could adversely affect our HSD service.
  Our phone service may become subject to additional regulation.
  30




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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.
  
 ITEM
1B. UNRESOLVED STAFF COMMENTS
  
 ITEM
2. PROPERTIES
  31




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##### Table of Contents



ITEM
3. LEGAL PROCEEDINGS
 Gary Ogg and Janice Ogg v.
Mediacom LLC
   Jim Knight v. Mediacom Communications Corp.
 Colleen Witmer v.
Mediacom Communications Corporation, et al., J. Malcolm Gray v. Mediacom Communications
Corporation, et al. Haverhill Retirement System v. Mediacom Communications Corporation, et al. In Re Mediacom Communications Corporation Shareholders Litigation
 32




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Wendy Kwait v. Mediacom Communications
Corporation, et al
 Thomas Turberg v. Mediacom Communications
Corporation, et al
 Ella Mae Pease v.
Rocco Commisso, et al
    
 ITEM
4. RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  
 ITEM
6. SELECTED FINANCIAL DATA
  33




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Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(11)(Amounts in thousands, except per share data and operating data)Statement of Operations Data:Revenues
    
    $
    651,326
    
    
    $
    637,375
    
    
    $
    615,859
    
    
    $
    565,913
    
    
    $
    529,156Costs and expenses:Service costs
    
    
    291,946
    
    
    
    283,167
    
    
    
    267,321
    
    
    
    245,968
    
    
    
    222,334Selling, general and administrative expenses
    
    
    109,752
    
    
    
    109,829
    
    
    
    110,605
    
    
    
    104,694
    
    
    
    101,149Management fee expense  parent
    
    
    12,123
    
    
    
    11,808
    
    
    
    11,805
    
    
    
    10,358
    
    
    
    9,747Depreciation and amortization
    
    
    108,303
    
    
    
    112,084
    
    
    
    109,883
    
    
    
    113,597
    
    
    
    104,678Operating income
    
    
    129,202
    
    
    
    120,487
    
    
    
    116,245
    
    
    
    91,296
    
    
    
    91,248Interest expense, net
    
    
    (91,824
    )
    
    
    (89,829
    )
    
    
    (99,639
    )
    
    
    (118,386
    )
    
    
    (112,895
    )Loss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    (5,790
    )
    
    
    
    
    
    
    
    
    
    
    (4,624
    )(Loss) gain on derivatives, net
    
    
    (18,214
    )
    
    
    13,121
    
    
    
    (23,321
    )
    
    
    (9,951
    )
    
    
    (7,080
    )(Loss) gain on sale of cable systems, net
    
    
    
    
    
    
    (377
    )
    
    
    (170
    )
    
    
    8,826
    
    
    
    Investment from affiliate(1)
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000Other expense, net
    
    
    (2,777
    )
    
    
    (3,794
    )
    
    
    (3,726
    )
    
    
    (4,411
    )
    
    
    (4,068
    )Net income (loss)
    
    $
    33,153
    
    
    $
    51,818
    
    
    $
    7,389
    
    
    $
    (14,626
    )
    
    $
    (19,419
    )Balance Sheet Data (end of period):Total assets
    
    $
    1,584,108
    
    
    $
    1,568,220
    
    
    $
    1,499,125
    
    
    $
    1,467,146
    
    
    $
    1,486,383Total debt
    
    $
    1,519,000
    
    
    $
    1,510,000
    
    
    $
    1,520,000
    
    
    $
    1,505,500
    
    
    $
    1,548,356Total members deficit
    
    $
    (134,830
    )
    
    $
    (190,987
    )
    
    $
    (304,261
    )
    
    $
    (267,650
    )
    
    $
    (251,020
    )Cash Flow Data:Net cash flows provided by (used in):Operating activities
    
    $
    94,428
    
    
    $
    134,409
    
    
    $
    186,383
    
    
    $
    103,927
    
    
    $
    133,394Investing activities
    
    $
    (103,182
    )
    
    $
    (98,213
    )
    
    $
    (141,695
    )
    
    $
    (83,469
    )
    
    $
    (99,911
    )Financing activities
    
    $
    21,900
    
    
    $
    (37,388
    )
    
    $
    (44,213
    )
    
    $
    (22,374
    )
    
    $
    (28,448
    )Other Data:Adjusted OIBDA(2)
    
    $
    238,118
    
    
    $
    233,136
    
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    196,337Adjusted OIBDA margin(3)
    
    
    36.6
    %
    
    
    36.6
    %
    
    
    36.8
    %
    
    
    36.3
    %
    
    
    37.1
    %Ratio of earnings to fixed charges(4)
    
    
    1.33
    
    
    
    1.52
    
    
    
    1.07
    
    
    
    
    
    
    
    Operating Data: (end of period)Estimated homes passed(5)
    
    
    1,292,000
    
    
    
    1,286,000
    
    
    
    1,370,000
    
    
    
    1,360,000
    
    
    
    1,355,000Basic subscribers(6)
    
    
    530,000
    
    
    
    548,000
    
    
    
    601,000
    
    
    
    604,000
    
    
    
    629,000Digital customers(7)
    
    
    322,000
    
    
    
    300,000
    
    
    
    288,000
    
    
    
    240,000
    
    
    
    224,000HSD customers(8)
    
    
    379,000
    
    
    
    350,000
    
    
    
    337,000
    
    
    
    299,000
    
    
    
    258,000Phone customers(9)
    
    
    157,000
    
    
    
    135,000
    
    
    
    114,000
    
    
    
    79,000
    
    
    
    34,000RGUs(10)
    
    
    1,388,000
    
    
    
    1,333,000
    
    
    
    1,340,000
    
    
    
    1,222,000
    
    
    
    1,145,000
 
 (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. 34




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The following represents a reconciliation of Adjusted OIBDA to operating income, which is the
most directly comparable GAAP measure (dollars in thousands): Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Adjusted OIBDA
    
    $
    238,118
    
    
    $
    233,136
    
    
    $
    226,557
    
    
    $
    205,346
    
    
    $
    196,337Non-cash, share-based compensation charges(a)
    
    
    (613
    )
    
    
    (565
    )
    
    
    (429
    )
    
    
    (453
    )
    
    
    (411
    )Depreciation and amortization
    
    
    (108,303
    )
    
    
    (112,084
    )
    
    
    (109,883
    )
    
    
    (113,597
    )
    
    
    (104,678
    )Operating income
    
    $
    129,202
    
    
    $
    120,487
    
    
    $
    116,245
    
    
    $
    91,296
    
    
    $
    91,248
 
 (a)
    
    Included approximately $28, $9, $9, $10 and $28 for the years ended December 31, 2010, 2009,
2008, 2007 and 2006, respectively, related to the issuance of other share-based awards. (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See note 2 above.(4)
    
    The ratio of earnings to fixed charges was 1.33, 1.52 and 1.07 for the year
ended December 31, 2010, 2009 and 2008 respectively. Earnings were
insufficient to cover fixed charges by $14.4 million and $19.6 million for
the years ended December 31, 2007, and 2006, 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 in our Notes to Consolidated Financial Statements. 35




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##### Table of Contents



ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     2010 Developments
 New Financings
 Liquidity and Capital Resources 
Capital Structure  New Financings
 Going Private Transaction
  36




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Revenues, Costs and Expenses
       37




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Use of Non-GAAP Financial Measures
    Actual Results of Operations
    38




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##### Table of Contents



Year Ended December 31, 2010 Compared to Year Ended December 31, 2009
  Year EndedDecember 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    651,326
    
    
    $
    637,375
    
    
    $
    13,951
    
    
    
    2.2
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    291,946
    
    
    
    283,167
    
    
    
    8,779
    
    
    
    3.1
    %Selling, general and administrative expenses
    
    
    109,752
    
    
    
    109,829
    
    
    
    (77
    )
    
    
    (0.1
    %)Management fee expense
    
    
    12,123
    
    
    
    11,808
    
    
    
    315
    
    
    
    2.7
    %Depreciation and amortization
    
    
    108,303
    
    
    
    112,084
    
    
    
    (3,781
    )
    
    
    (3.4
    %)Operating income
    
    
    129,202
    
    
    
    120,487
    
    
    
    8,715
    
    
    
    7.2
    %Interest expense, net
    
    
    (91,824
    )
    
    
    (89,829
    )
    
    
    (1,995
    )
    
    
    2.2
    %Loss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    (5,790
    )
    
    
    4,556
    
    
    
    (78.7
    %)(Loss) gain on derivatives, net
    
    
    (18,214
    )
    
    
    13,121
    
    
    
    (31,335
    )
    
    
    NMLoss on sale of cable systems, net
    
    
    
    
    
    
    (377
    )
    
    
    377
    
    
    
    NMInvestment income from affiliate
    
    
    18,000
    
    
    
    18,000
    
    
    
    
    
    
    
    NMOther expense, net
    
    
    (2,777
    )
    
    
    (3,794
    )
    
    
    1,017
    
    
    
    (26.8
    %)Net income
    
    $
    33,153
    
    
    $
    51,818
    
    
    $
    (18,665
    )
    
    
    (36.0
    %)Adjusted OIBDA
    
    $
    238,118
    
    
    $
    233,136
    
    
    $
    4,982
    
    
    
    2.1
    %
  Year EndedDecember 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    238,118
    
    
    $
    233,136
    
    
    $
    4,982
    
    
    
    2.1
    %Non-cash, share-based compensation charges(1)
    
    
    (613
    )
    
    
    (565
    )
    
    
    (48
    )
    
    
    8.5
    %Depreciation and amortization
    
    
    (108,303
    )
    
    
    (112,084
    )
    
    
    3,781
    
    
    
    (3.4
    %)Operating income
    
    $
    129,202
    
    
    $
    120,487
    
    
    $
    8,715
    
    
    
    7.2
    %
 
 (1)
    
    Included approximately $28 and $9 for the years ended
December 31, 2010 and 2009, respectively, related to the
issuance of other share-based awards. 39




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##### Table of Contents



Revenues
  Year EndedDecember 31,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    399,905
    
    
    $
    407,150
    
    
    $
    (7,245
    )
    
    
    (1.8
    %)HSD
    
    
    176,134
    
    
    
    161,940
    
    
    
    14,194
    
    
    
    8.8
    %Phone
    
    
    58,320
    
    
    
    52,556
    
    
    
    5,764
    
    
    
    11.0
    %Advertising
    
    
    16,967
    
    
    
    15,729
    
    
    
    1,238
    
    
    
    7.9
    %Total
    
    $
    651,326
    
    
    $
    637,375
    
    
    $
    13,951
    
    
    
    2.2
    %
 Year Ended December 31,
    
    
    Increase2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    530,000
    
    
    
    548,000
    
    
    
    (18,000
    )
    
    
    (3.3
    %)Digital customers
    
    
    322,000
    
    
    
    300,000
    
    
    
    22,000
    
    
    
    7.3
    %HSD customers
    
    
    379,000
    
    
    
    350,000
    
    
    
    29,000
    
    
    
    8.3
    %Phone customers
    
    
    157,000
    
    
    
    135,000
    
    
    
    22,000
    
    
    
    16.3
    %RGUs(1)
    
    
    1,388,000
    
    
    
    1,333,000
    
    
    
    55,000
    
    
    
    4.1
    %Average total monthly revenue per basic subscriber (2)
    
    $
    100.70
    
    
    $
    92.45
    
    
    $
    8.25
    
    
    
    8.9
    %
 
 (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.      40




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
  41




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##### Table of Contents



Loss on Sale of Cable Systems, Net
  Loss on Early Extinguishment of Debt
 Capital Structure  New Financings
 Other Expense, Net
  Investment Income from Affiliate
  Net Income
  42




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##### Table of Contents



Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
  Year EndedDecember 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
    %
  Year Ended December 31,2009
    
    
    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. 43




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##### Table of Contents



Revenues
  Year EndedDecember 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
    %
 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
    
    
    1,333,000
    
    
    
    1,340,000
    
    
    
    (7,000
    )
    
    
    (0.5
    %)Average total monthly revenue per basic subscriber
    
    $
    92.45
    
    
    $
    85.18
    
    
    $
    7.27
    
    
    
    8.5
    %
      44




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Loss on Early Extinguishment of Debt
 7 8 1 2
 45




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##### Table of Contents



Gain (Loss) on Derivatives, Net
  Loss on Sale of Cable Systems, Net
  46




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##### Table of Contents



Other Expense, Net
  Investment Income from Affiliate
  Net Income
  Liquidity and Capital Resources
 Overview
   Net Cash Flows Provided by Operating Activities
   Net Cash Flows Used in Investing Activities
  47




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##### Table of Contents



Net Cash Flows Provided By (Used in) Financing Activities
 New Financings below)
  Capital Structure
  Bank Credit Facility
  Going Private Transaction
 New Financings
  Going Private Transaction
  48




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##### Table of Contents



Interest Rate Exchange Agreements
  Senior Notes
  Covenant Compliance and Debt Ratings
   Contractual Obligations and Commercial Commitments
  Operating
    
    
    Interest
    
    
    PurchaseDebt
    
    
    Leases
    
    
    Expense(1)
    
    
    Obligations(2)
    
    
    Total2011
    
    $
    12,000
    
    
    $
    2,370
    
    
    $
    90,680
    
    
    $
    13,534
    
    
    $
    118,5842012-2013
    
    
    24,000
    
    
    
    3,126
    
    
    
    170,709
    
    
    
    14,951
    
    
    
    212,7862014-2015
    
    
    615,500
    
    
    
    1,553
    
    
    
    127,932
    
    
    
    
    
    
    
    744,985Thereafter
    
    
    867,500
    
    
    
    3,192
    
    
    
    133,770
    
    
    
    
    
    
    
    1,004,462Total cash obligations
    
    $
    1,519,000
    
    
    $
    10,241
    
    
    $
    523,091
    
    
    $
    28,485
    
    
    $
    2,080,817
 
 *
    
    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, 2010 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: $8.1 million for
2011, $5.5 million for 2012-2013 and $0 for 2014-2014 and
thereafter. 49




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##### Table of Contents



Critical Accounting Policies
  Property, Plant and Equipment
 Entertainment  Cable Television Financial Reporting by Cable Television
Companies
  Valuation and Impairment Testing of Indefinite-lived Intangibles
  Intangibles  Goodwill and Other Goodwill and Other Intangible Assets
  50




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##### Table of Contents



Unit of Accounting for Testing
Impairment of Indefinite-Lived Intangible Assets
      Share-based Compensation
  Recent Accounting Pronouncements
 FASB Accounting Standards Codification
 The
FASB Accounting Standards Codification tm tm
  51




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##### Table of Contents



Other Pronouncements
 Fair Value Measurements and Disclosures ( 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).
  
    
    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, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total(dollars in thousands)AssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    2,180
    
    
    $
    
    
    
    $
    2,180LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    40,099
    
    
    $
    
    
    
    $
    40,099Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    37,919
    
    
    $
    
    
    
    $
    37,919
  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
 52




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##### Table of Contents



Improving
Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures
 Intangibles  Goodwill and Other: When to
Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative
Carrying Amounts (a consensus of the EITF)
 Inflation and Changing Prices
  53




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##### Table of Contents



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    Bank CreditSenior Notes
    
    
    Facilities
    
    
    TotalExpected Maturity:January 1, 2011 to December 31, 2011
    
    $
    
    
    
    $
    12,000
    
    
    $
    12,000January 1, 2012 to December 31, 2012
    
    
    
    
    
    
    12,000
    
    
    
    12,000January 1, 2013 to December 31, 2013
    
    
    
    
    
    
    12,000
    
    
    
    12,000January 1, 2014 to December 31, 2014
    
    
    
    
    
    
    12,000
    
    
    
    12,000January 1, 2015 to December 31, 2015
    
    
    
    
    
    
    603,500
    
    
    
    603,500Thereafter
    
    
    350,000
    
    
    
    517,500
    
    
    
    867,500Total
    
    $
    350,000
    
    
    $
    1,169,000
    
    
    $
    1,519,000Fair Value
    
    $
    357,000
    
    
    $
    1,139,588
    
    
    $
    1,496,588Weighted Average Interest Rate
    
    
    9.1
    %
    
    
    5.5
    %
    
    
    6.3
    %
 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, 2010 and 2009
    
    
    57Consolidated Statements of Operations for the Years Ended December 31, 2010, 2009 and 2008
    
    
    58Consolidated Statements of Changes in Members Deficit for the Years Ended December 31, 2010, 2009 and 2008
    
    
    59Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
    
    
    60Notes to Consolidated Financial Statements
    
    
    61Financial Statement Schedule: Schedule II  Valuation and Qualifying Accounts
    
    
    80
 55




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
   
 56




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2010
    
    
    2009(Amounts in thousands)ASSETSCURRENT ASSETSCash
    
    $
    22,014
    
    
    $
    8,868Restricted cash and cash equivalents
    
    
    8,853
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $1,228 and $927
    
    
    35,318
    
    
    
    37,405Prepaid expenses and other current assets
    
    
    8,079
    
    
    
    7,272Total current assets
    
    
    74,264
    
    
    
    53,545Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Property, plant and equipment, net of accumulated depreciation of $1,211,315
and $1,098,785
    
    
    688,883
    
    
    
    694,216Franchise rights
    
    
    616,807
    
    
    
    616,807Goodwill
    
    
    24,046
    
    
    
    24,046Subscriber lists, net of accumulated amortization of $117,781 and $117,351
    
    
    495
    
    
    
    927Other assets, net of accumulated amortization of $4,240 and $2,920
    
    
    29,613
    
    
    
    28,679Total assets
    
    $
    1,584,108
    
    
    $
    1,568,220LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    150,648
    
    
    $
    213,974Deferred revenue
    
    
    25,674
    
    
    
    25,327Current portion of long-term debt
    
    
    12,000
    
    
    
    59,500Total current liabilities
    
    
    188,322
    
    
    
    298,801Long-term debt, less current portion
    
    
    1,507,000
    
    
    
    1,450,500Other non-current liabilities
    
    
    23,616
    
    
    
    9,906Total liabilities
    
    
    1,718,938
    
    
    
    1,759,207Commitments and contingencies (Note 10)MEMBERS DEFICITCapital contributions
    
    
    478,973
    
    
    
    455,973Accumulated deficit
    
    
    (613,803
    )
    
    
    (646,960
    )Total members deficit
    
    
    (134,830
    )
    
    
    (190,987
    )Total liabilities and members deficit
    
    $
    1,584,108
    
    
    $
    1,568,220
  57




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(Amounts in thousands)Revenues
    
    $
    651,326
    
    
    $
    637,375
    
    
    $
    615,859Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    291,946
    
    
    
    283,167
    
    
    
    267,321Selling, general and administrative expenses
    
    
    109,752
    
    
    
    109,829
    
    
    
    110,605Management fee expense
    
    
    12,123
    
    
    
    11,808
    
    
    
    11,805Depreciation and amortization
    
    
    108,303
    
    
    
    112,084
    
    
    
    109,883Operating income
    
    
    129,202
    
    
    
    120,487
    
    
    
    116,245Interest expense, net
    
    
    (91,824
    )
    
    
    (89,829
    )
    
    
    (99,639
    )Loss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    (5,790
    )
    
    
    (Loss) gain on derivatives, net
    
    
    (18,214
    )
    
    
    13,121
    
    
    
    (23,321
    )Loss on sale of cable systems, net
    
    
    
    
    
    
    (377
    )
    
    
    (170
    )Investment income from affiliate
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000Other expense, net
    
    
    (2,777
    )
    
    
    (3,794
    )
    
    
    (3,726
    )Net income
    
    $
    33,153
    
    
    $
    51,818
    
    
    $
    7,389
  58




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MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS DEFICIT
 Capital
    
    
    AccumulatedContributions
    
    
    Deficit
    
    
    Total(Amounts in thousands)Balance, December 31, 2007
    
    $
    438,517
    
    
    $
    (706,167
    )
    
    $
    (267,650
    )Net loss
    
    
    
    
    
    
    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
    )Net income
    
    
    
    
    
    
    33,153
    
    
    
    33,153Capital distributions to parent
    
    
    (37,000
    )
    
    
    
    
    
    
    (37,000
    )Capital contributions from parent
    
    
    60,000
    
    
    
    
    
    
    
    60,000Other
    
    
    
    
    
    
    4
    
    
    
    4Balance, December 31, 2010
    
    $
    478,973
    
    
    $
    (613,803
    )
    
    $
    (134,830
    )
  59




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2010
    
    
    2009
    
    
    2008(Amounts in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    33,153
    
    
    $
    51,818
    
    
    $
    7,389Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    108,303
    
    
    
    112,084
    
    
    
    109,883Loss (gain) on derivatives, net
    
    
    18,214
    
    
    
    (13,121
    )
    
    
    23,321Loss on sale of cable systems, net
    
    
    
    
    
    
    377
    
    
    
    170Loss on early extinguishment of debt
    
    
    1,234
    
    
    
    3,707
    
    
    
    Amortization of deferred financing costs
    
    
    3,392
    
    
    
    1,961
    
    
    
    2,039Share-based compensation
    
    
    585
    
    
    
    556
    
    
    
    420Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    2,087
    
    
    
    (1,749
    )
    
    
    (1,788
    )Prepaid expenses and other assets
    
    
    (902
    )
    
    
    2,341
    
    
    
    (532
    )Accounts payable, accrued expenses and other current liabilities
    
    
    (70,981
    )
    
    
    (23,152
    )
    
    
    45,466Deferred revenue
    
    
    347
    
    
    
    499
    
    
    
    1,949Other non-current liabilities
    
    
    (1,004
    )
    
    
    (912
    )
    
    
    (1,934
    )Net cash flows provided by operating activities
    
    $
    94,428
    
    
    $
    134,409
    
    
    $
    186,383CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (94,329
    )
    
    
    (98,213
    )
    
    
    (141,695
    )Investment in restricted cash and cash equivalents (Note 2)
    
    
    (8,853
    )
    
    
    
    
    
    
    Net cash flows used in investing activities
    
    $
    (103,182
    )
    
    $
    (98,213
    )
    
    $
    (141,695
    )CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings
    
    
    498,875
    
    
    
    1,149,125
    
    
    
    300,000Repayment of debt
    
    
    (489,875
    )
    
    
    (884,125
    )
    
    
    (285,500
    )Issuance of bank debt
    
    
    
    
    
    
    350,000
    
    
    
    Redemption of senior notes
    
    
    
    
    
    
    (625,000
    )
    
    
    Capital distributions to parent (Note 6)
    
    
    (37,000
    )
    
    
    (191,702
    )
    
    
    (104,000
    )Capital contributions from parent (Note 6)
    
    
    60,000
    
    
    
    189,918
    
    
    
    60,000Financing costs
    
    
    (6,918
    )
    
    
    (23,896
    )
    
    
    Other financing activities  book overdrafts
    
    
    (3,182
    )
    
    
    (1,708
    )
    
    
    (14,713
    )Net cash flows provided by (used in) financing activities
    
    $
    21,900
    
    
    $
    (37,388
    )
    
    $
    (44,213
    )Net increase (decrease) in cash
    
    
    13,146
    
    
    
    (1,192
    )
    
    
    475CASH, beginning of period
    
    
    8,868
    
    
    
    10,060
    
    
    
    9,585CASH, end of period
    
    $
    22,014
    
    
    $
    8,868
    
    
    $
    10,060SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    91,405
    
    
    $
    104,278
    
    
    $
    99,911NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with related party (Note 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
   Cash and Cash Equivalents
  61




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Restricted cash and cash equivalents
  Allowance for Doubtful Accounts
   Concentration of Credit Risk
  Property, Plant and Equipment
  Buildings
    
    40 YearsLeasehold improvements
    
    Life of respective leaseCable systems and equipment and subscriber devices
    

    5 to 20 yearsVehicles
    

    3 to 5 yearsFurniture, fixtures and office equipment
    
    5 years
   Capitalized Software Costs
 Intangibles-Goodwill and Other: Internal-Use Software Accounting for the Costs of Computer Software Developed or Obtained for Internal Use
 62




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Marketing and Promotional Costs
  Intangible Assets
 Intangibles  Goodwill and Other Goodwill and Other Intangible Assets
  Unit of Accounting for Testing
Impairment of Indefinite-Lived Intangible Assets,)
     63




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##### 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
    
    $
    24,046Acquisitions
    
    
    Dispositions
    
    
    Balance  December 31, 2010
    
    $
    24,046
  Other Assets
  Segment Reporting
 Segment Reporting Disclosure about Segments of an
Enterprise and Related Information
 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
 Accounting for Asset Retirement
 Asset Retirement Obligations Accounting
for Asset Retirement Obligations
 64




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Accounting for Long-Lived Assets
 Property, Plant and Equipment Accounting for the Impairment or Disposal of Long-Lived Assets,
 Programming Costs
  Share-based Compensation
 Compensation  Stock Compensation Share-Based Payment
 65




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Recent Accounting Pronouncements
 FASB Accounting Standards Codification
 The
FASB Accounting Standards Codification tm tm
   Other Pronouncements
 Fair Value Measurements and Disclosures ( 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).
  

    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.
 66




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Fair Value as of December 31, 2010Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total(dollars in thousands)AssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    2,180
    
    
    $
    
    
    
    $
    2,180LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    40,099
    
    
    $
    
    
    
    $
    40,099Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    37,919
    
    
    $
    
    
    
    $
    37,919
  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
 Improving
Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures
 Intangibles  Goodwill and Other: When to
Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative
Carrying Amounts (a consensus of the EITF)
 67




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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 31,2010
    
    
    2009Cable systems, equipment and subscriber devices
    
    $
    1,817,314
    
    
    $
    1,717,512Vehicles
    
    
    35,098
    
    
    
    36,507Furniture, fixtures and office equipment
    
    
    30,374
    
    
    
    21,692Buildings and leasehold improvements
    
    
    15,877
    
    
    
    15,755Land and land improvements
    
    
    1,535
    
    
    
    1,5351,900,198
    
    
    
    1,793,001Accumulated depreciation
    
    
    (1,211,315
    )
    
    
    (1,098,785
    )Property, plant and equipment, net
    
    $
    688,883
    
    
    $
    694,216
 Change in Estimate  Useful lives
   Useful lives(in years)From
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
    68




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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 31,2010
    
    
    2009Accounts payable  affiliates
    
    $
    35,154
    
    
    $
    101,340Liabilities under interest rate exchange agreements
    
    
    20,481
    
    
    
    17,854Accrued programming costs
    
    
    17,699
    
    
    
    16,056Accrued taxes and fees
    
    
    15,329
    
    
    
    12,910Accrued interest
    
    
    13,737
    
    
    
    13,853Accrued payroll and benefits
    
    
    10,753
    
    
    
    10,999Accrued service costs
    
    
    8,232
    
    
    
    10,303Subscriber advance payments
    
    
    6,105
    
    
    
    5,875Accounts payable
    
    
    5,986
    
    
    
    4,864Accrued property, plant and equipment
    
    
    5,158
    
    
    
    4,231Book overdrafts (1)
    
    
    2,885
    
    
    
    6,067Accrued telecommunications costs
    
    
    1,486
    
    
    
    2,542Other accrued expenses
    
    
    7,643
    
    
    
    7,080Accounts payable, accrued expenses and other
current liabilities
    
    $
    150,648
    
    
    $
    213,974
 
 (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 31,2010
    
    
    2009Bank credit facility
    
    $
    1,169,000
    
    
    $
    1,160,00091⁄8% senior notes due 2019
    
    
    350,000
    
    
    
    350,0001,519,000
    
    
    
    1,510,000Less: Current portion
    
    
    12,000
    
    
    
    59,500Total long-term debt
    
    $
    1,507,000
    
    
    $
    1,450,500
 Bank Credit Facility
  Revolving Credit Commitments
  69




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Term Loan C
   Term Loan D
   Term Loan E
   70




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Interest Rate Exchange Agreements
     Covenant Compliance
    Senior Notes
 1 8 1 8 1 8
 1 8 1 8
 71




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Covenant Compliance
   Loss on Early Extinguishment of Debt
  Debt Ratings
   Fair Value and Debt Maturities
  91⁄8% senior notes due 2019
    
    $
    357,000Bank credit facilities
    
    $
    1,139,588
  2011
    
    $
    12,0002012
    
    
    12,0002013
    
    
    12,0002014
    
    
    12,0002015
    
    
    603,500Thereafter
    
    
    867,500Total
    
    $
    1,519,000
 6. MEMBERS EQUITY
  72




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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    7. RELATED PARTY TRANSACTIONS
    Share Exchange Agreement between MCC and an affiliate of Morris Communications
   Asset Transfer Agreement with MCC and Mediacom Broadband
   73




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      Going Private transaction
  8. EMPLOYEE BENEFIT PLANS
  9. SHARE-BASED COMPENSATION
 Share-based Compensation
    74




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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 31,2010
    
    
    2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    26
    
    
    $
    29
    
    
    $
    37Employee stock purchase plan
    
    
    82
    
    
    
    94
    
    
    
    51Restricted stock units
    
    
    477
    
    
    
    433
    
    
    
    332Total share-based compensation expense
    
    $
    585
    
    
    $
    556
    
    
    $
    420
  Transition Election
Related to Accounting for Tax Effects of Shared-Based Payment Awards.
 Valuation Assumptions
  Employee Stock 
Option Plans
    
    Employee Stock 
Purchase PlansYear Ended
    
    Year EndedDecember 31,
    
    December 31,2010
    
    2009
    
    2008
    
    2010
    
    2009
    
    2008Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    60.0
    %
    
    
    59.0
    %
    
    
    48.0
    %
    
    
    61.4
    %
    
    
    43.0
    %
    
    
    33.0
    %Risk free interest rate
    
    
    2.8
    %
    
    
    2.7
    %
    
    
    2.3
    %
    
    
    2.4
    %
    
    
    4.0
    %
    
    
    3.0
    %Expected option life (in years)
    
    
    6.0
    
    
    
    5.5
    
    
    
    6.9
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
  75




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Weighted AverageRemaining
    
    
    Aggregate IntrinsicWeighted Average
    
    
    Contractual
    
    
    ValueShares
    
    
    Exercise Price
    
    
    Term (In years)
    
    
    (in thousands)Outstanding at January 1, 2010
    
    
    821,533
    
    
    $
    17.04Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (538,577
    )
    
    
    18.97Expired
    
    
    
    
    
    
    Outstanding at December 31, 2010
    
    
    282,956
    
    
    $
    13.37
    
    
    
    2.0
    
    
    $
    309Vested or expected to vest at December 31, 2010
    275,449
    
    
    $
    13.62
    
    
    
    1.9
    
    
    $
    275Exercisable at December 31, 2010
    
    
    229,331
    
    
    $
    15.56
    
    
    
    0.7
    
    
    
    67
    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
    
    
    
    
    
    103,061
    
    
    
    5.2
    
    
    $
    5.73
    
    
    $
    309
    
    
    
    49,436
    
    
    
    2.4
    
    
    $
    7.63
    
    
    $
    67$
    12.01  $18.00
    
    
    
    
    
    173,645
    
    
    
    0.2
    
    
    
    17.66
    
    
    
    
    
    
    
    173,645
    
    
    
    0.2
    
    
    
    17.66
    
    
    
    $
    18.01  $22.00
    
    
    
    
    
    6,250
    
    
    
    0.4
    
    
    
    19.90
    
    
    
    
    
    
    
    6,250
    
    
    
    0.4
    
    
    
    19.90
    
    
    
    282,956
    
    
    
    2.0
    
    
    $
    13.37
    
    
    $
    309
    
    
    
    229,331
    
    
    
    0.7
    
    
    $
    15.56
    
    
    $
    67
 Restricted Stock Units
  76




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  WeightedNumber of Non-Vested
    
    
    Average GrantShare Unit Awards
    
    
    Date Fair ValueUnvested Awards at December 31, 2009
    
    
    217,425
    
    
    $
    5.15Granted
    
    
    67,900
    
    
    
    4.25Awards Vested
    
    
    (63,475
    )
    
    
    5.79Forfeited
    
    
    (1,775
    )
    
    
    5.47Unvested Awards at December 31, 2010
    
    
    220,075
    
    
    $
    4.68
 Employee Stock Purchase Plan
  10. COMMITMENTS AND CONTINGENCIES
 Lease and Rental Agreements
  2011
    
    $
    2,3702012
    
    
    1,7762013
    
    
    1,3502014
    
    
    9112015
    
    
    642Thereafter
    
    
    3,192Total
    
    $
    10,241
  Letters of Credit
  Legal Proceedings
 Gary Ogg and Janice Ogg v.
Mediacom LLC
 77




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Jim Knight v. Mediacom Communications Corp.
 Colleen Witmer v.
Mediacom Communications Corporation, et al., J. Malcolm Gray v. Mediacom Communications
Corporation, et al Haverhill Retirement System v.
Mediacom Communications Corporation, et al In Re Mediacom Communications Corporation
Shareholders Litigation
 Wendy Kwait v. Mediacom Communications
Corporation, et al
 Thomas Turberg v. Mediacom Communications Corporation, et
al
 Ella Mae Pease v. Rocco
Commisso, et al
 78




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MEDIACOM LLC AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     11. PREFERRED EQUITY INVESTMENT
  12. SUBSEQUENT EVENTS
 Going Private Transaction
    79




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Schedule II
 MEDIACOM LLC AND SUBSIDIARIES
 
 VALUATION AND QUALIFYING ACCOUNTS
 Additions
    
    
    DeductionsBalance at
    
    
    Charged to
    
    
    Charged to
    
    
    Charged to
    
    
    Charged tobeginning
    
    
    costs and
    
    
    other
    
    
    costs and
    
    
    other
    
    
    Balance atof period
    
    

expenses
    
    

accounts
    
    

expenses
    
    

accounts
    
    

end of periodDecember 31, 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
    
    
    $
    
    
    
    $
    927December 31, 2010Allowance for doubtful accounts:Current receivables
    
    $
    927
    
    
    $
    1,325
    
    
    $
    
    
    
    $
    1,024
    
    
    $
    
    
    
    $
    1,228
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Mediacom LLC
   Managements Report on Internal Control Over Financial Reporting
  

    pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of Mediacom LLC;
 80




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

    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of Mediacom LLC are being made only in
accordance with authorizations of management and the manager of Mediacom LLC, and

    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of Mediacom LLCs assets that could have a material effect on
the financial statements.
    Mediacom Capital Corporation
   Managements Report on Internal Control Over Financial Reporting
  

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

    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of Mediacom Capital are being made only in
accordance with authorizations of management and directors of Mediacom Capital; and
 

    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of Mediacom Capitals assets that could have a material effect
on the financial statements.
  81




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ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionRocco B. Commisso
    
    
    61
    
    
    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
    
    
    54
    
    
    Executive Vice President and Chief Financial Officer 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
    
    
    49
    
    
    Executive Vice President, Operations of MCCItalia Commisso Weinand
    
    
    57
    
    
    Senior Vice President, Programming and Human Resources of MCCJoseph E. Young
    
    
    62
    
    
    Senior Vice President, General Counsel and Secretary of MCCCharles J. Bartolotta
    
    
    56
    
    
    Senior Vice President, Customer Operations of MCCCalvin G. Craib
    
    
    56
    
    
    Senior Vice President, Corporate Finance of MCCBrian M. Walsh
    
    
    45
    
    
    Senior Vice President and Corporate Controller of MCC
  Rocco B. Commisso
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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
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  83




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ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Going Private Transaction
   Management Agreements
  Share Exchange Agreement and Asset Transfer Agreement
       Other Relationships
  84




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ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  2010
    
    

2009Audit fees
    
    $
    460
    
    
    $
    544Audit-related fees
    
    
    24
    
    
    
    19Tax fees
    
    
    38
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    522
    
    
    $
    563
    
 PART IV
 
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 (a) Financial Statements
  (b) Exhibits
  ExhibitNumber
    

Exhibit
Description2.1
    
    
    Asset Transfer Agreement, dated February 11, 2009, by and among Mediacom Communications Corporation, certain
operating subsidiaries of Mediacom LLC and the operating subsidiaries of Mediacom Broadband(1)3.1
    (a)
    
    Articles of Organization of Mediacom LLC filed July 17, 1995(2)3.1
    (b)
    
    Certificate of Amendment of the Articles of Organization of Mediacom LLC filed December 8, 1995(2)3.2
    
    
    Fifth Amended and Restated Operating Agreement of Mediacom LLC(3)3.3
    
    
    Certificate of Incorporation of Mediacom Capital Corporation filed March 9, 1998(2)3.4
    
    
    By-Laws of Mediacom Capital Corporation(2)4.1
    
    
    Indenture relating to 91\8% 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)
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ExhibitNumber
    

Exhibit
Description10.1
    (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)10.1
    (e)
    
    Amendment No. 4, dated as of April
23, 2010, to the Credit Agreement, dated as of October 21, 2004,
among the operating subsidiaries of Mediacom LLC, the lenders party
thereto and JPMorgan Chase Bank, as administrative agent for the
lenders(8)10.2
    
    
    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)10.4
    
    
    Incremental Facility Agreement, dated as of April 23, 2010, between the operating subsidiaries of Mediacom
LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as administrative agent(8)12.1
    
    
    Schedule of Computation of Ratio of Earnings to Fixed Charges14.1
    
    
    Code of
Ethics(9)21.1
    
    
    Subsidiaries of Mediacom LLC31.1
    
    
    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 86




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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 Current Report on Form 8-K, dated April 23, 2010, of
Mediacom LLC and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 of Mediacom LLC and
incorporated herein by reference. (c) Financial Statement Schedule
  87




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SIGNATURES
  Mediacom LLCMarch 17, 2011By:
    /s/  Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  Signature
    

Title
    

Date/s/ Rocco B. Commisso

Rocco B. Commisso
    
    Chief Executive Officer
(principal executive officer)
    
    March 17, 2011/s/ Mark E. Stephan

Mark E. Stephan
    
    Executive Vice President and Chief Financial 
Officer (principal financial 
officer and principal accounting officer)
    
    March 17, 2011
 88




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SIGNATURES
  Mediacom Capital CorporationMarch 17, 2011By:
    /s/  Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  Signature
    
    Title
    

Date/s/ Rocco B. Commisso

Rocco B. Commisso
    
    Chief Executive Officer and Director
(principal executive officer)
    
    March 17, 2011/s/ Mark E. Stephan

Mark E. Stephan
    
    Executive Vice President and Chief Financial 
Officer (principal financial 
officer and principal accounting officer)
    
    March 17, 2011
 89




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Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 by Registrants Which Have not Registered Securities Pursuant to
Section 12 of the Securities Exchange Act of 1934.
  90