##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003

Commission File Numbers:
    
    
    333-82124-01333-82124-04


Mediacom LLC
Mediacom Capital Corporation*

(Exact names of Registrants as specified in their charters)


New York
    
    
    
    06-1433421New York
    
    
    
    06-1513997(State or other jurisdiction of
incorporation or organization)
    
    
    
    (I.R.S. Employer
Identification Numbers)100 Crystal Run RoadMiddletown, New York 10941(Address of principal executive offices)(845) 695-2600(Registrants telephone number)


Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes  x   No  o

Indicate by checkmark whether the registrants are accelerated filers (as
defined in Rule 12b-2 of the Act). Yes  o   No  x

Indicate the number of shares outstanding of the Registrants common
stock: Not Applicable

*Mediacom Capital Corporation meets the conditions set forth in General
Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form
with the reduced disclosure format.





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TABLE OF CONTENTS



|                          |                                                                                               |                                            |  |  |  |  |  | 
|------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I                   
|                          | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                          |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                          |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                          |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                          |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                          |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                          | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                          | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                          | ITEM 4. CONTROLS AND PROCEDURES                                                              
|PART II                  
|                          | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES               
|SECTION 302 CERTIFICATION
|SECTION 302 CERTIFICATION
|SECTION 906 CERTIFICATION
|SECTION 906 CERTIFICATION



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##### Table of Contents



MEDIACOM LLC AND SUBSIDIARIES

FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2003

TABLE OF CONTENTS

PagePART IItem 1.
    
    Financial StatementsConsolidated Balance Sheets (unaudited) -
September 30, 2003 and December 31, 2002
    
    
    1Consolidated Statements of Operations (unaudited) -
Three Months Ended September 30, 2003 and 2002
    
    
    2Consolidated Statements of Operations (unaudited) -
Nine Months Ended September 30, 2003 and 2002
    
    
    3Consolidated Statements of Cash Flows (unaudited) -
Nine Months Ended September 30, 2003 and 2002
    
    
    4Notes to Consolidated Financial Statements (unaudited)
    
    
    5Item 2.
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    8Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    16PART IIItem 6.
    
    Exhibits and Reports on Form 8-K
    
    
    17


You should carefully review the information contained in this Quarterly
Report and in other reports or documents that we file from time to time with
the Securities and Exchange Commission (the SEC). In this Quarterly Report,
we state our beliefs of future events and of our future financial performance.
In some cases, you can identify those so-called forward-looking statements by
words such as may, will, should, expects, plans, anticipates,
believes, estimates, predicts, potential, or continue or the negative
of those words and other comparable words. You should be aware that those
statements are only our predictions. Actual events or results may differ
materially. In evaluating those statements, you should specifically consider
various factors, including the risks discussed in our Annual Report on Form
10-K for the year ended December 31, 2002 and other reports or documents that
we file from time to time with the SEC. Those factors may cause our actual
results to differ materially from any of our forward-looking statements. All
forward-looking statements attributable to us or a person acting on our behalf
are expressly qualified in their entirety by this cautionary statement.





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##### Table of Contents






PART I




ITEM 1. FINANCIAL STATEMENTS

MEDIACOM LLC AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS
(All dollar amounts in 000s)
(Unaudited)

September 30,
    
    December 31,2003
    
    2002ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    5,076
    
    
    $
    20,890Investments
    
    
    2,983
    
    
    
    4,070Subscriber accounts receivable, net of allowance for doubtful accounts
of $1,176 and $1,106, respectively
    
    
    25,355
    
    
    
    20,709Prepaid expenses and other assets
    
    
    18,712
    
    
    
    15,256Total current assets
    
    
    52,126
    
    
    
    60,925Preferred equity investment in affiliated company
    
    
    150,000
    
    
    
    150,000Investment in cable television systems:Inventory, net
    
    
    7,583
    
    
    
    13,512Property, plant and equipment, net of accumulated depreciation of
$610,172 and $498,514, respectively
    
    
    707,247
    
    
    
    734,762Intangible assets, net of accumulated amortization of $233,720 and
$224,669, respectively
    
    
    572,275
    
    
    
    585,144Total investment in cable television systems
    
    
    1,287,105
    
    
    
    1,333,418Other assets, net of accumulated amortization of $15,292 and $13,044,
respectively
    
    
    20,487
    
    
    
    22,897Total assets
    
    $
    1,509,718
    
    
    $
    1,567,240LIABILITIES AND MEMBERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    89,846
    
    
    $
    80,520Deferred revenue
    
    
    16,263
    
    
    
    14,890Current portion of long-term debt
    
    
    2,817
    
    
    
    2,211Total current liabilities
    
    
    108,926
    
    
    
    97,621Long-term debt, less current portion
    
    
    1,520,720
    
    
    
    1,546,500Other non-current liabilities
    
    
    12,243
    
    
    
    8,912Total liabilities
    
    
    1,641,889
    
    
    
    1,653,033MEMBERS DEFICITCapital contributions
    
    
    548,521
    
    
    
    548,521Accumulated deficit
    
    
    (680,692
    )
    
    
    (634,314
    )Total members deficit
    
    
    (132,171
    )
    
    
    (85,793
    )Total liabilities and members deficit
    
    $
    1,509,718
    
    
    $
    1,567,240


The accompanying notes to consolidated financial statements
are an integral part of these statements.

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MEDIACOM LLC AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in 000s)
(Unaudited)

Three Months EndedSeptember 30,2003
    
    2002Revenues
    
    $
    113,900
    
    
    $
    104,536Costs and expenses:Service costs (exclusive of depreciation and amortization of
$31,599 and $47,636, respectively, shown separately below)
    
    
    42,886
    
    
    
    38,156Selling, general and administrative expenses
    
    
    19,561
    
    
    
    17,798Management fee expense
    
    
    2,289
    
    
    
    1,837Depreciation and amortization
    
    
    31,599
    
    
    
    47,636Operating income (loss)
    
    
    17,565
    
    
    
    (891
    )Interest expense, net
    
    
    (23,355
    )
    
    
    (25,627
    )Gain (loss) on derivative instruments, net
    
    
    3,551
    
    
    
    (672
    )Investment income from affiliate
    
    
    4,500
    
    
    
    4,500Other expenses
    
    
    (2,676
    )
    
    
    (1,144
    )Net loss
    
    $
    (415
    )
    
    $
    (23,834
    )


The accompanying notes to consolidated financial statements
are an integral part of these statements.

2



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MEDIACOM LLC AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in 000s)
(Unaudited)

Nine Months EndedSeptember 30,2003
    
    2002Revenues
    
    $
    336,602
    
    
    $
    304,254Costs and expenses:Service costs (exclusive of depreciation and amortization of
$129,319 and $144,717, respectively, shown separately below)
    
    
    125,492
    
    
    
    112,966Selling, general and administrative expenses
    
    
    58,137
    
    
    
    51,618Management fee expense
    
    
    5,711
    
    
    
    6,178Depreciation and amortization
    
    
    129,319
    
    
    
    144,717Operating income (loss)
    
    
    17,943
    
    
    
    (11,225
    )Interest expense, net
    
    
    (74,956
    )
    
    
    (76,706
    )Gain on derivative instruments, net
    
    
    1,238
    
    
    
    1,423Investment income from affiliate
    
    
    13,500
    
    
    
    13,500Other expenses
    
    
    (4,103
    )
    
    
    (3,724
    )Net loss
    
    $
    (46,378
    )
    
    $
    (76,732
    )


The accompanying notes to consolidated financial statements
are an integral part of these statements.

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MEDIACOM LLC AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in 000s)
(Unaudited)

Nine Months EndedSeptember 30,2003
    
    2002CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:Net loss
    
    $
    (46,378
    )
    
    $
    (76,732
    )Adjustments to reconcile net loss to net cash flows from operating activities:Depreciation and amortization
    
    
    129,319
    
    
    
    144,717Gain on derivative instruments, net
    
    
    (1,238
    )
    
    
    (1,423
    )Vesting of management stock
    
    
    
    
    
    
    1,859Gain on sale of investment
    
    
    (675
    )
    
    
    Amortization of deferred financing costs
    
    
    2,410
    
    
    
    2,911Loss on sales of cable television systems
    
    
    1,563
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions:Subscriber accounts receivable, net
    
    
    (4,646
    )
    
    
    69Prepaid expenses and other assets
    
    
    (3,456
    )
    
    
    (8,504
    )Accounts payable and accrued expenses
    
    
    10,564
    
    
    
    (45,359
    )Deferred revenue
    
    
    1,373
    
    
    
    1,372Other non-current liabilities
    
    
    3,331
    
    
    
    Net cash flows provided by operating activities
    
    
    92,167
    
    
    
    18,910CASH FLOWS USED IN INVESTING ACTIVITIES:Capital expenditures
    
    
    (82,668
    )
    
    
    (118,015
    )Acquisitions of cable television systems
    
    
    
    
    
    
    (6,548
    )Proceeds from sale of cable television systems
    
    
    3,056
    
    
    
    Proceeds from sale of investments
    
    
    1,762
    
    
    
    Other investing activities
    
    
    (1,694
    )
    
    
    (30
    )Net cash flows used in investing activities
    
    
    (79,544
    )
    
    
    (124,593
    )CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:New borrowings
    
    
    134,750
    
    
    
    304,375Repayment of debt
    
    
    (163,187
    )
    
    
    (199,375
    )Financing costs
    
    
    
    
    
    
    (39
    )Net cash flows (used in) provided by financing activities
    
    
    (28,437
    )
    
    
    104,961Net decrease in cash and cash equivalents
    
    
    (15,814
    )
    
    
    (722
    )CASH AND CASH EQUIVALENTS, beginning of period
    
    
    20,890
    
    
    
    7,378CASH AND CASH EQUIVALENTS, end of period
    
    $
    5,076
    
    
    $
    6,656SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest
    
    $
    88,163
    
    
    $
    90,577SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES:Capital expenditures financed through capital leases
    
    $
    3,263
    
    
    $
    


The accompanying notes to consolidated financial statements
are an integral part of these statements.

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MEDIACOM LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Organization

Mediacom LLC (Mediacom, and collectively with its subsidiaries, the
Company), a New York limited liability company wholly-owned by Mediacom
Communications Corporation (MCC), is involved in the acquisition and
operation of cable systems serving smaller cities and towns in the United
States.

Mediacom Capital Corporation (Mediacom Capital), a New York corporation
wholly-owned by Mediacom, was organized for the sole purpose of acting as
co-issuer with Mediacom of public debt securities. Mediacom Capital has
nominal assets and does not conduct operations of its own.

(2) Statement of Accounting Presentation and Other Information

Basis of Preparation of Consolidated Financial Statements

Mediacom has prepared these unaudited consolidated financial statements as
of September 30, 2003 and 2002. In the opinion of management, such statements
include all adjustments, including normal recurring accruals and adjustments,
necessary for a fair presentation of the Companys consolidated results of
operations and financial position for the interim periods presented. The
accounting policies followed during such interim periods reported are in
conformity with generally accepted accounting principles in the United States
of America and are consistent with those applied during annual periods. For
additional disclosures, including a summary of the Companys accounting
policies, the interim unaudited consolidated financial statements should be
read in conjunction with the Companys Annual Report on Form 10-K for the year
ended December 31, 2002 (File Nos. 333-57285-01 and 333-57285). The results of
operations for the interim periods are not necessarily indicative of the
results that might be expected for future interim periods or for the full year
ending December 31, 2003.

Change in Estimate

Effective July 1, 2003, the Company changed the estimated useful lives of
its cable systems and equipment in conjunction with the Companys recently
completed network upgrade and rebuild program. The changes in estimated useful
lives were made to reflect managements evaluation of the longer economic lives
of the Companys upgraded and rebuilt network. The new asset lives are
consistent with those used by companies in the cable television industry. The
weighted average useful lives of such fixed assets changed from approximately 7
years to approximately 12 years. These changes were made on a prospective
basis and resulted in a decrease in net loss for the three months and nine
months ended September 30, 2003 of approximately $20.5 million.

Reclassifications

Certain reclassifications have been made to prior years amounts to
conform to the current years presentation.

(3) Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations, in June 2001. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
Company adopted SFAS No. 143 on January 1, 2003, and such adoption did not have
a material impact on the Companys financial condition or results of
operations.

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MEDIACOM LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. In general, SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The Company adopted SFAS No. 149 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with SFAS No.
150, certain financial instruments that embody obligations for the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The Company adopted SFAS No. 150 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

(4) Debt

As of September 30, 2003 and December 31, 2002, debt consisted of:

September 30,
    
    December 31,2003
    
    2002(dollars in thousands)Bank credit facilities
    
    $
    695,500
    
    
    $
    723,5008 1/2% senior notes
    
    
    200,000
    
    
    
    200,0007 7/8% senior notes
    
    
    125,000
    
    
    
    125,0009 1/2% senior notes
    
    
    500,000
    
    
    
    500,000Capital lease
obligations
    
    
    3,037
    
    
    
    211$
    1,523,537
    
    
    $
    1,548,711Less: current portion
    
    
    2,817
    
    
    
    2,211Total long-term debt
    
    $
    1,520,720
    
    
    $
    1,546,500


The average interest rates on debt outstanding under the bank credit
facilities were 2.6% and 2.7% for the three and nine months ended September 30,
2003, respectively, before giving effect to the interest rate exchange
agreements discussed below. As of September 30, 2003, the Company had unused
credit commitments of approximately $340.3 million under its bank credit
facilities, of which about $308.9 million could be borrowed and used for
general corporate purposes under the most restrictive covenants in the
Companys debt arrangements. The Company was in compliance with all covenants
under it debt arrangements as of September 30, 2003.

The Company uses interest rate exchange agreements in order to fix the
interest rate for the duration of the contract to hedge against interest rate
volatility. As of September 30, 2003, the Company had interest rate exchange
agreements with various banks pursuant to which the interest rate on $330.0
million is fixed at a weighted average rate of approximately 3.3%, plus the
average applicable margin over the eurodollar rate option under the bank credit
agreements. Under the terms of the interest rate exchange agreements, which
expire from 2003 through 2007, the Company is exposed to credit loss in the
event of nonperformance by the other parties. However, the Company does not
anticipate nonperformance by the other parties.

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MEDIACOM LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of the interest rate exchange agreements is the estimated
amount that the Company would receive or pay to terminate such agreements,
taking into account current interest rates and the current creditworthiness of
the Companys counterparties. At September 30, 2003, based on the
mark-to-market valuation, the Company would have paid approximately $7.7
million if these agreements were terminated, inclusive of accrued interest.

(5) Preferred Equity Investment in Affiliated Company

The Company has a $150.0 million preferred equity investment in Mediacom
Broadband LLC, a Delaware limited liability company wholly-owned by Mediacom
Communications Corporation. The preferred equity investment has a 12% annual
cash dividend, payable quarterly in cash. During the nine months ended
September 30, 2003, the Company received in aggregate $13.5 million in cash
dividends on the preferred equity.

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Companys
unaudited consolidated financial statements as of and for the three and nine
months ended September 30, 2003 and 2002 and with the Companys annual report
on Form 10-K for the year ended December 31, 2002.

General

Approximately 86.5% of the Companys revenues for the three months ended
September 30, 2003 are attributable to video revenues from monthly subscription
fees charged to customers for the Companys core cable television services
(including basic, expanded basic and analog premium programming and digital
cable television programming services, wire maintenance, equipment rental,
services to commercial establishments), pay-per-view charges, installation and
reconnection fees, late payment fees and other ancillary revenues. Data
revenues from high-speed Internet access service and advertising revenues
represent 11.6% and 1.9% of the Companys revenues, respectively. Franchise
fees charged to customers for payment to local franchising authorities are
included in their corresponding revenue category.

The Companys operating expenses consist of service costs and selling,
general and administrative expenses directly attributable to its cable systems.
Service costs include fees paid to programming suppliers, expenses related to
wages and salaries of technical personnel, high-speed Internet access costs and
plant operating costs. Programming costs have historically increased at rates
in excess of inflation primarily due to increases in the rates charged for
existing programming services and to the introduction of new programming
services to the Companys basic subscribers. Under the Federal Communication
Commissions existing cable rate regulations, the Company is allowed to
increase its rates for cable television services to more than cover any
increases in programming. However, competitive conditions or other factors in
the marketplace may limit the Companys ability to increase its rates.
Selling, general and administrative expenses include wages and salaries for
customer service and administrative personnel, franchise fees and expenses
related to billing, marketing, bad debt, advertising and office administration.
Management fee expense reflects charges incurred under the Companys
management agreements with its parent, Mediacom Communications Corporation
(MCC).

Actual Results of Operations

Selected Operating Data.The table below provides selected operating data
for the Companys cable systems.

September 30,
    
    September 30,2003
    
    2002Basic
subscribers
    
    
    731,000
    
    
    
    753,000Digital
customers
    
    
    154,000
    
    
    
    115,000Data customers
    
    
    113,000
    
    
    
    67,000


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Three Months Ended September 30, 2003 Compared to Three Months Ended September 30, 2002

Revenues.Revenues increased by 9.0% to $113.9 million for the three
months ended September 30, 2003, as compared to $104.5 million for the three
months ended September 30, 2002. Revenues by service offering were as
follows (dollars in millions):

Three Months EndedSeptember 30,2003
    
    2002% of
    
    
    
    
    
    % ofAmount
    
    Revenues
    
    Amount
    
    RevenuesVideo
    
    $
    98.5
    
    
    
    86.5
    %
    
    $
    96.0
    
    
    
    91.9
    %Data
    
    
    13.2
    
    
    
    11.6
    
    
    
    7.4
    
    
    
    7.1Advertising
    
    
    2.2
    
    
    
    1.9
    
    
    
    1.1
    
    
    
    1.0$
    113.9
    
    
    
    100.0
    %
    
    $
    104.5
    
    
    
    100.0
    %


Video revenues increased by 2.6% to $98.5 million for the three months
ended September 30, 2003, as compared to $96.0 million for the three months
ended September 30, 2002. Video revenues increased primarily due to basic rate
increases largely associated with programming rate increases and to customer
growth in the Companys digital cable services, partially offset by a decline
in basic subscribers and a reduction in analog premium service units.

Data revenues increased by 78.4% to $13.2 million for the three months
ended September 30, 2003, as compared to $7.4 million for the three months
ended September 30, 2002. Data revenues increased due to customer growth in
the Companys high-speed Internet access service.

Advertising revenues increased by 100.0% to $2.2 million for the three
months ended September 30, 2003, as compared to $1.1 million for the three
months ended September 30, 2002. Advertising revenues increased primarily due
to a greater number of markets managed by the Companys advertising sales
division.

Service costs.Service costs increased 12.3% to $42.9 million for the
three months ended September 30, 2003, as compared to $38.2 million for the
three months ended September 30, 2002. Service costs increased primarily due
to greater provisioning and technical support expenses related to customer
growth in the Companys high-speed Internet access service, and higher
programming expenses for existing basic services. These increases were
partially offset by lower programming costs related to a decline in basic
subscribers. As a percentage of revenues, service costs were 37.7% for the
three months ended September 30, 2003, as compared to 36.5% for the three
months ended September 30, 2002.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 10.1% to $19.6 million for the three months
ended September 30, 2003, as compared to $17.8 million for the three months
ended September 30, 2002. This was primarily a result of increases in staffing
and telecommunications costs related to customer service, advertising costs and
bad debt expense. As a percentage of revenues, selling, general and
administrative expenses were 17.2% for the three months ended September 30,
2003, as compared with 17.0% for the three months ended September 30, 2002.

Management fee expense. The Companys management fee expense increased
27.8% to $2.3 million for the three months ended September 30, 2003, as
compared to $1.8 million for the three months ended September 30, 2002. The
increase was due to greater overhead costs charged by MCC during the three
month period ended September 30, 2003. The Company recognized $0.4 million of
non-cash stock charges during the three months ended September 30, 2002, which
represented vesting in equity interests granted to certain members of MCCs
management team. As a percentage of revenues, management fee expense was 2.0%
for the three months ended September 30, 2003, as compared with 1.7% for the
three months ended September 30, 2002.

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Depreciation and amortization.Depreciation and amortization decreased
33.6% to $31.6 million for the three months ended September 30, 2003, as
compared to $47.6 million for the three months ended September 30, 2002. The
decrease was due to changes in the estimated useful lives of the Companys
cable systems and equipment in conjunction with its recently completed network
upgrade and rebuild program. These changes reduced depreciation by $20.5
million for the three months ended September 30, 2003, offset in part by
increased depreciation for the Companys ongoing investments in its cable
systems. See Note 2 to the Companys consolidated financial statements.

Interest expense, net. Interest expense, net, decreased 8.6% to $23.4
million for the three months ended September 30, 2003, as compared to $25.6
million for the three months ended September 30, 2002. This was primarily due
to lower market interest rates during the three months ended September 30,
2003, as compared to the three months ended September 30, 2002, and the
expiration during 2003 of certain interest rate exchange agreements with high
fixed interest rates. This was partially offset by higher average indebtedness
and an increase in the aggregate notional amount of the Companys interest rate
exchange agreements from $270.0 million as of September 30, 2002 to $330.0
million as of September 30, 2003. The average fixed interest rate the Company
paid under its interest rate exchange agreements was higher than variable
market interest rates paid by the Company under its bank credit facilities for
the three months ended September 30, 2003 and 2002.

Gain (loss) on derivative instruments, net. Gain (loss) on derivative
instruments, net, was a gain of $3.6 million for the three months ended
September 30, 2003, as compared to a loss of $0.7 million for the three months
ended September 30, 2002. This was primarily due to an increase in market
interest rates during the three months ended September 30, 2003, as compared to
a decline in market interest rates during the three months ended September 30,
2002.

Investment income from affiliate. Investment income from affiliate was
$4.5 million for the three months ended September 30, 2003 and September 30,
2002. This amount represents the investment income on the Companys $150.0
million preferred equity investment in Mediacom Broadband LLC, a wholly-owned
subsidiary of MCC. See Liquidity and Capital Resources-Investing
Activities.

Other expenses. Other expenses were $2.7 million for the three months
ended September 30, 2003, and for the three months ended September 30, 2002.
Other expenses primarily represent amortization of deferred financing costs and
fees on unused credit commitments, and for the three months ended September 30,
2003 included a $1.6 million loss on sales of cable television systems.

Net loss. Due to the factors described above, the Company generated a net
loss of $0.4 million for the three months ended September 30, 2003, as compared
to a net loss of $23.8 million for the three months ended September 30, 2002.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002

Revenues.Revenues increased by 10.6% to $336.6 million for the nine
months ended September 30, 2003, as compared to $304.3 million for the nine
months ended September 30, 2002. Revenues by service offering were as
follows (dollars in millions):

Nine Months EndedSeptember 30,2003
    
    2002% of
    
    
    
    
    
    % ofAmount
    
    Revenues
    
    Amount
    
    RevenuesVideo
    
    $
    296.0
    
    
    
    87.9
    %
    
    $
    283.6
    
    
    
    93.2
    %Data
    
    
    35.0
    
    
    
    10.4
    
    
    
    17.2
    
    
    
    5.7Advertising
    
    
    5.6
    
    
    
    1.7
    
    
    
    3.5
    
    
    
    1.1$
    336.6
    
    
    
    100.0
    %
    
    $
    304.3
    
    
    
    100.0
    %


Video revenues increased by 4.4% to $296.0 million for the nine months
ended September 30, 2003, as compared to $283.6 million for the nine months
ended September 30, 2002. Video revenues increased primarily due to basic rate

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increases largely associated with programming rate increases and to
customer growth in the Companys digital cable services, partially offset by a
decline in basic subscribers and a reduction in analog premium service units.

Data revenues increased by 103.5% to $35.0 million for the nine months
ended September 30, 2003, as compared to $17.2 million for the nine months
ended September 30, 2002. Data revenues increased due to customer growth in
the Companys high-speed Internet access service.

Advertising revenues increased by 60.0% to $5.6 million for the nine
months ended September 30, 2003, as compared to $3.5 million for the nine
months ended September 30, 2002. Advertising revenues increased primarily due
to a greater number of markets managed by the Companys advertising sales
division.

Service costs.Service costs increased 11.1% to 125.5 million for the
nine months ended September 30, 2003, as compared to $113.0 million for the
nine months ended September 30, 2002. Service costs for the nine months ended
September 30, 2002 included $1.3 million of incremental costs related to the
Companys transition to its Mediacom Online high-speed Internet access service.
Excluding these incremental costs, service costs increased primarily due to
greater provisioning and technical support expenses directly related to
customer growth in the Companys high-speed Internet access service and the
higher programming expenses for existing basic services. These increases were
partially offset by lower programming costs related to a decline in basic
subscribers and analog premium service units. As a percentage of revenues,
service costs were 37.3% for the nine months ended September 30, 2003, as
compared with 37.1% for the nine months ended September 30, 2002.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased 12.6% to $58.1 million for the nine months
ended September 30, 2003, as compared to $51.6 million for the nine months
ended September 30, 2002. This was primarily a result of increases in bad debt
expense, staffing and telecommunications costs related to customer service,
advertising costs and marketing expenses. As a percentage of revenues,
selling, general and administrative expenses were 17.3% for the nine months
ended September 30, 2003, as compared with 17.0% for the nine months ended
September 30, 2002.

Management fee expense. The Companys management fee expense decreased
8.1% to $5.7 million for the nine months ended September 30, 2003, as compared
to $6.2 million for the nine months ended September 30, 2002. The decrease was
due to the recognition of $1.9 million of non-cash stock charges during the
nine months ended September 30, 2002, offset by greater overhead costs charged
by MCC during the nine month period ended September 30, 2003. These non-cash
charges represented vesting in equity interests granted to certain members of
MCCs management team. As a percentage of revenues, management fee expense was
1.7% for the nine months ended September 30, 2003, as compared with 2.0% for
the nine months ended September 30, 2002.

Depreciation and amortization.Depreciation and amortization decreased
10.6% to $129.3 million for the nine months ended September 30, 2003, as
compared to $144.7 million for the nine months ended September 30, 2002. The
decrease was due to changes in the estimated useful lives of the Companys
cable systems and equipment in conjunction with its recently completed network
upgrade and rebuild program. These changes reduced depreciation by $20.5
million for the nine months ended September 30, 2003, offset in part by
increased depreciation for the Companys ongoing investments in its cable
systems. See Note 2 to the Companys consolidated financial statements.

Interest expense, net. Interest expense, net, decreased 2.2% to $75.0
million for the nine months ended September 30, 2003, as compared to $76.7
million for the nine months ended September 30, 2002. This was primarily due
to lower market interest rates during the nine months ended September 30, 2003,
as compared to the nine months ended September 30, 2002, and the expiration
during 2003 of certain interest rate exchange agreements with high fixed
interest rates. This was partially offset by higher average indebtedness and
an increase in the aggregate notional amount of the Companys interest rate
exchange agreements from $270.0 million as of September 30, 2002 to $330.0
million as of September 30, 2003. The average fixed interest rate the Company
paid under its interest rate exchange agreements was higher than variable
market interest rates paid by the Company under its bank credit facilities for
the nine months ended September 30, 2003 and 2002.

Gain on derivative instruments, net. Gain on derivative instruments, net,
was $1.2 million for the nine months ended September 30, 2003, as compared to
$1.4 million for the nine months ended September 30, 2002. In both periods,
the gain was primarily due to the reduction in the time to maturity of the
Companys interest rate exchange agreements.

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Investment income from affiliate. Investment income from affiliate was
$13.5 million for the nine months ended September 30, 2003 and September 30,
2002. This amount represents the investment income on the Companys $150.0
million preferred equity investment in Mediacom Broadband LLC. See Liquidity
and Capital Resources-Investing Activities.

Other expenses. Other expenses were $4.1 million for the nine months
ended September 30, 2003, as compared to $3.7 million for the nine months ended
September 30, 2002. Other expenses primarily represent amortization of
deferred financing costs and fees on unused credit commitments, and for the
nine months ended September 30, 2003 also included a $1.6 million loss on sales
of cable television systems. Other expenses for the nine months ended
September 30, 2003 were offset by a gain on sale of investment amounting to
$0.7 million.

Net loss. Due to the factors described above, the Company generated a net
loss of $46.4 million for the nine months ended September 30, 2003, as compared
to a net loss of $76.7 million for the nine months ended September 30, 2002.

Liquidity and Capital Resources

The Companys business requires capital for the upgrade, expansion and
maintenance of its cable network and for the introduction of new advanced
broadband services. In addition, the Company has pursued, and will continue to
pursue, a business strategy that includes selective acquisitions and new
product development. The Company has funded and will continue to fund its
working capital requirements, capital expenditures and acquisitions through a
combination of internally generated funds and long-term borrowings.

Operating Activities

Net cash flows provided by operating activities were $92.2 million for the
nine months ended September 30, 2003, as compared to $18.9 million for the
corresponding period in 2002. The increase in net operating cash flows was
primarily due to reductions in net loss and in the use of cash for certain
working capital accounts for the nine months ended September 30, 2003.

Investing Activities

Net cash flows used in investing activities were $79.5 million and $124.6
million for the nine months ended September 30, 2003 and 2002, respectively.
The decrease in net investing cash flows resulted primarily from a reduction in
capital expenditures for the nine month period ended September 30, 2003.

The Companys capital expenditures were $85.9 million for the nine months
ended September 30, 2003, inclusive of $3.3 million of vehicles purchased and
financed under capital leases, as compared to $118.0 million for the nine
months ended September 30, 2002. As of September 30, 2003, as a result of the
Companys cumulative capital investment in its network upgrade program,
approximately 98% of the Companys cable network was upgraded with 550MHz to
870MHz bandwidth capacity and about 96% of the Companys homes passed were
activated with two-way communications capability. As of September 30, 2003,
the Companys digital cable service was available to approximately 99% of its
basic subscribers, and the Companys high speed Internet access service was
marketed to about 96% of the homes passed by its cable systems.

The Company has recently completed its planned network upgrade program and
expects prospective capital expenditures to consist primarily of the costs of
new advanced service installations and equipment, new plant construction and
network replacement. The Company expects to invest approximately $105.0
million to $110.0 million in capital expenditures in 2003.

The Company has a $150.0 million preferred equity investment in Mediacom
Broadband LLC. The preferred equity investment has a 12% annual cash dividend,
payable quarterly in cash. For the nine months ended September 30, 2003, the
Company received in aggregate $13.5 million of cash dividends on the preferred
equity.

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Financing Activities

Net cash flows used in financing activities were $28.4 million and net
cash flows provided by financing activities were $105.0 million for the nine
months ended September 30, 2003 and 2002, respectively. The decrease in net
financing cash flows resulted from lower borrowing requirements for the nine
months ended September 30, 2003, principally due to the above-mentioned
increase in net cash flows provided by operating activities and the reduction
of capital expenditures.

The Company has two bank credit facilities in the aggregate amount of
$1.04 billion. These bank credit facilities expire in September 2008 and
December 2008, however, their final maturities are subject to earlier repayment
on dates ranging from June 2007 to December 2007 if the Company does not
refinance its $200.0 million 81/2% senior notes due April 2008 prior to March
31, 2007.

The Company has entered into interest rate exchange agreements, which
expire from December 2003 through March 2007, to hedge $330.0 million of
floating rate debt. Under the terms of all of the Companys interest rate
exchange agreements, the Company is exposed to credit loss in the event of
nonperformance by the other parties of the interest exchange agreements.
However, the Company does not anticipate their nonperformance. As of
September 30, 2003, about 76% of the Companys outstanding indebtedness was at
fixed interest rates or subject to interest rate protection.

As of September 30, 2003, the Companys total debt was approximately $1.52
billion, it had unused credit commitments of about $340.3 million under its
bank credit facilities and its annualized cost of debt capital was
approximately 6.5%. On such date, approximately $308.9 million could be
borrowed and used for general corporate purposes under the most restrictive
covenants in the Companys debt arrangements. As of September 30, 2003, the
Company was in compliance with all covenants under its debt arrangements.

Although the Company has not generated earnings sufficient to cover fixed
charges, the Company has generated cash and obtained financing sufficient to
meet its short-term requirements, including its debt service, working capital
and capital expenditures. The Company expects that it will continue to be able
to generate funds and obtain financing sufficient to service its long-term
business plan, service the Companys debt obligations and complete any future
acquisitions. However, there can be no assurance that the Company will be able
to obtain sufficient financing, or, if it were able to do so, that the terms
would be favorable to the Company.

Critical Accounting Policies

The foregoing discussion and analysis of the Companys financial condition
and results of operations is based upon the Companys consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. Periodically the Company
evaluates its estimates, including those related to doubtful accounts,
long-lived assets, capitalized costs and accruals. The Company bases its
estimates on historical experience and on various other assumptions that the
Company believes are reasonable. Actual results may differ from these
estimates under different assumptions or conditions.

The Company believes the following represent the most significant and
subjective estimates used in the preparation of its consolidated financial
statements:

Property, Plant and Equipment

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 51, Financial Reporting by Cable Television Companies, the Company
capitalizes a portion of direct and indirect costs related to the construction,
replacement and installation of property, plant and equipment. Capitalized
costs are recorded as additions to property, plant and equipment and
depreciated over the life of the related assets. The Company performs periodic
evaluations of the estimates used to determine the amount of costs that are
capitalized.

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Impairment of Long-Lived Assets

The Company follows the provisions of SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets
and provides guidance on classification and accounting for such assets when
held for sale or abandonment. There have been no changes in the Companys
circumstances that would indicate that the Company would need to perform an
impairment review.

Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and
Other Intangible Assets. The provisions of SFAS No. 142 prohibit the
amortization of goodwill and indefinite-lived intangible assets and require
such assets to be tested annually for impairment, or more frequently if
impairment indicators arise. The Company has determined that its cable
franchise costs are indefinite-lived assets. The Companys annual impairment
tests, performed as of September 30, 2002, determined that there was no
impairment of goodwill or indefinite-lived intangible assets. There have been
no events since then that would require an analysis to be completed before the
annual test date.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued SFAS No. 143,
Accounting for Asset Retirement Obligations, in June 2001. SFAS No. 143
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated asset
retirement costs. The Company adopted SFAS No. 143 on January 1, 2003, and
such adoption did not have a material impact on the Companys financial
condition or results of operations.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. In general, SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. The Company adopted SFAS No. 149 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with SFAS No.
150, certain financial instruments that embody obligations for the issuer are
required to be classified as liabilities. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The Company adopted SFAS No. 150 on July 1,
2003, and such adoption did not have a material impact on the Companys
financial condition or results of operations.

Inflation and Changing Prices

The Companys systems costs and expenses are subject to inflation and
price fluctuations. Such changes in costs and expenses can generally be passed
through to subscribers. Programming costs have historically increased at rates
in excess of inflation and are expected to continue to do so. The Company
believes that under the Federal Communications Commissions existing cable rate
regulations, the Company may increase rates for cable television services to
more than cover any increases in programming. However, competitive conditions
and other factors in the marketplace may limit the Companys ability to
increase its rates.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, the Company uses interest rate exchange
agreements in order to fix the interest rate on its floating rate debt. As of
September 30, 2003, the Company had interest rate exchange agreements with
various banks pursuant to which the interest rate on $330.0 million is fixed at
a weighed average rate of approximately 3.3%, plus the average applicable
margin over the eurodollar rate option under the Companys bank credit
agreements. Under the terms of the interest rate exchange agreements, which
expire from 2003 through 2007, the Company is exposed to credit loss in the
event of nonperformance by the other parties. However, the Company does not
anticipate nonperformance by the other parties. At September 30, 2003, based
on the mark-to-market valuation, the Company would have paid approximately $7.7
million if it terminated these agreements, inclusive of accrued interest.

The table below provides the expected maturity and estimated fair value of
the Companys debt as of September 30, 2003 (dollars in thousands). See Note 4
to the Companys unaudited consolidated financial statements.

Bank Credit
    
    Capital LeaseSenior Notes
    
    Facilities
    
    Obligations
    
    TotalExpected Maturity:October 1, 2003 to September 30, 2004
    
    $
    
    
    
    $
    2,000
    
    
    $
    817
    
    
    $
    2,817October 1, 2004 to September 30, 2005
    
    
    
    
    
    
    2,000
    
    
    
    830
    
    
    
    2,830October 1, 2005 to September 30, 2006
    
    
    
    
    
    
    117,250
    
    
    
    856
    
    
    
    118,106October 1, 2006 to September 30, 2007
    
    
    
    
    
    
    182,000
    
    
    
    534
    
    
    
    182,534October 1, 2007 to September 30, 2008
    
    
    200,000
    
    
    
    298,250
    
    
    
    
    
    
    
    498,250Thereafter
    
    
    625,000
    
    
    
    94,000
    
    
    
    
    
    
    
    719,000Total
    
    $
    825,000
    
    
    $
    695,500
    
    
    $
    3,037
    
    
    $
    1,523,537Fair Value
    
    $
    779,416
    
    
    $
    695,500
    
    
    $
    3,037
    
    
    $
    1,477,953Weighted Average Interest Rate
    
    
    9.0
    %
    
    
    2.7
    %
    
    
    3.1
    %
    
    
    6.0
    %


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ITEM 4.    CONTROLS AND PROCEDURES

Mediacom LLC

The management of Mediacom LLC (Mediacom) carried out an evaluation,
with the participation of the Mediacoms Chief Executive Officer and Chief
Financial Officer, of the effectiveness of Mediacoms disclosure controls and
procedures as of September 30, 2003. Based upon that evaluation, Mediacoms
Chief Executive Officer and Chief Financial Officer concluded that Mediacoms
disclosure controls and procedures were effective to ensure that information
required to be disclosed by Mediacom in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission.

There has not been any change in Mediacoms internal control over
financial reporting in connection with the evaluation required by Rule
15d-15(d) under the Exchange Act that occurred during the quarter ended
September 30, 2003 that has materially affected, or is reasonably likely to
materially affect, Mediacoms internal control over financial reporting.

Mediacom Capital Corporation

The management of Mediacom Capital Corporation (Mediacom Capital)
carried out an evaluation, with the participation of the Mediacom Capitals
Chief Executive Officer and Chief Financial Officer, of the effectiveness of
Mediacom Capitals disclosure controls and procedures as of September 30,
2003. Based upon that evaluation, Mediacom Capitals Chief Executive Officer
and Chief Financial Officer concluded that Mediacom Capitals disclosure
controls and procedures were effective to ensure that information required to
be disclosed by Mediacom Capital in the reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission.

There has not been any change in Mediacom Capitals internal control over
financial reporting in connection with the evaluation required by Rule
15d-15(d) under the Exchange Act that occurred during the quarter ended
September 30, 2003 that has materially affected, or is reasonably likely to
materially affect, Mediacom Capitals internal control over financial
reporting.

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PART II




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 15d-14(a) Certifications of Mediacom Broadband LLC31.2
    
    Rule 15d-14(a) Certifications of Mediacom Capital Broadband Corporation32.1
    
    Section 1350 Certifications of Mediacom Broadband LLC32.2
    
    Section 1350 Certifications of Mediacom Capital Broadband Corporation


(b)  Reports on Form 8-K

None.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MEDIACOM LLCNovember 11, 2003
    By:
    /s/ MARK E. STEPHANMark E. StephanSenior Vice President and
 Chief Financial Officer


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MEDIACOM CAPITAL CORPORATIONNovember 11, 2003
    By:
    /s/ MARK E. STEPHANMark E. StephanSenior Vice President and
    Chief Financial Officer


19