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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, 2007
  Commission File Numbers:
    333-72440
 333-72440-01
 Mediacom Broadband
    LLC
 Mediacom Broadband
    Corporation*
 (Exact names of Registrants as
    specified in their charters)
  Delaware
    Delaware

06-1615412
    06-1630167(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Numbers)   100 Crystal Run Road
 Middletown, New York 10941
 (Address of principal executive
    offices)
  (845) 695-2600
 (Registrants telephone
    number)
  Securities registered pursuant to Section 12(b) of the
    Exchange Act:
  None
  Securities registered pursuant to Section 12(g) of the
    Exchange Act:
  None
  o þ
  þ o
  o þ
    Regulation S-K Form 10-K Form 10-K.
  Rule 12b-2
  Large accelerated
    filers o

Accelerated
    filers o

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

Smaller reporting
    companies o   Rule 12b-2 o þ
      *
    Mediacom Broadband Corporation meets the conditions set forth in
    General Instruction I (1) (a) and (b) of
    Form 10-K
    and is therefore filing this form with the reduced disclosure
    format.




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##### 





MEDIACOM
    BROADBAND LLC
  2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


21Risks Related to our Business


21Risks Related to our Indebtedness and
    the Indebtedness of Our Operating Subsidiaries


24Risks Related to Legislative and
    Regulatory Matters


26Risks Related to our Manager


31Item 1B.


Unresolved Staff Comments


32Item 2.


Properties


32Item 3.


Legal Proceedings


32Item 4.


Submission of Matters to a Vote of Security
    Holders


32PART IIItem 5.


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


32Item 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


47Item 8.


Financial Statements and Supplementary Data


48Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


70Item 9A.


Controls and Procedures


70Item 9B.


Other Information


72PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


73Item 11.


Executive Compensation


75Item 12.


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


75Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


75Item 14.


Principal Accounting Fees and Services


76PART IVItem 15.


Exhibits, Financial Statement Schedules


76EX-12.1: SCHEDULE OF COMPUTATION OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDSEX-21.1: SUBSIDIARIES OF MEDIACOM BROADBAND LLCEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONSEX-31.2: CERTIFICATIONSEX-32.1: CERTIFICATIONSEX-32.2: CERTIFICATIONS   2




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




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Our
    Manager
    (845) 695-2600.
  Mediacom
    Broadband LLC
  video-on-demand
  Industry
     4




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Description
    of Our Cable Systems
  Overview
    2007


2006


2005


2004


2003Operating Data:Core VideoEstimated homes
    passed(1)


1,476,000



1,474,000



1,460,000



1,456,000



1,472,500Basic
    subscribers(2)


720,000



751,000



773,000



783,000



819,300Basic
    penetration(3)


48.8
%


50.9
%


52.9
%


53.8
%


55.6
%Digital CableDigital
    customers(4)


317,000



304,000



289,000



236,000



231,600Digital
    penetration(5)


44.0
%


40.5
%


37.4
%


30.1
%


28.3
%High Speed DataHSD
    customers(6)


359,000



320,000



266,000



205,000



157,800HSD
    penetration(7)


24.3
%


21.7
%


18.2
%


14.1
%


10.7
%PhoneEstimated marketable phone
    homes(8)


1,400,000



1,350,000



1,200,000







Phone
    customers(9)


106,000



71,000



17,500







Phone
    penetration(10)


7.6
%


5.3
%


1.5
%






Revenue Generating
    Units(11)


1,502,000



1,446,000



1,345,500



1,224,000



1,208,700    (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network. Estimated homes passed is based on the
    best available information.(2)
    
    Represents a dwelling with one or more television sets that
    receives a package of over-the-air broadcast stations, local
    access channels or certain satellite-delivered cable television
    services. Accounts that are billed on a bulk basis, which
    typically receive discounted rates, are converted into
    full-price equivalent basic subscribers by dividing total bulk
    billed basic revenues of a particular system by average cable
    rate charged to basic subscribers in that system. This
    conversion method is consistent with the methodology used in
    determining payments made to programmers. Basic subscribers
    include connections to schools, libraries, local government
    offices and employee households that may not be charged for
    limited and expanded cable services, but may be charged for our
    other services. Customers who exclusively purchase high-speed
    Internet and/or phone service are not counted as basic
    subscribers. Our methodology of calculating the number of basic
    subscribers may not be identical to those used by other
    companies offering similar services.(3)
    
    Represents basic subscribers as a percentage of estimated homes
    passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of basic
    subscribers.(6)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 15Mbps, and are converted to equivalent residential HSD
    customers by dividing their associated revenues by the
    applicable residential rate. Our HSD customers exclude large
    commercial accounts. Our methodology of calculating HSD
    customers may not be identical to those used by other companies
    offering similar services.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed.(8)
    
    Represents estimated number of homes to which we market phone
    service and is based upon the best available information.(9)
    
    Represents customers receiving phone service.(10)
    
    Represents the number of total phone customers as a percentage
    of estimated marketable phone homes.(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers. 5




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Products
    and Services
  Video
  line-ups
  Basic Service.
  Expanded Basic Service.
    Digital Service.
  Pay-Per-View
    Service. pay-per-view
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  Mediacom
    Online
  e-mail
 6




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Mediacom
    Phone
      
    Voice mail;
    Caller ID with name and number;
    Call waiting;
    Three-way calling; and
    Enhanced Emergency 911 dialing    Mediacom
    Business Services
  e-mail,
    Advertising
     7




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Marketing
    and Sales
  e-tailers
    Technology
          Programming
    Supply
    and/or
 8




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Customer
    Care
      e-Care,
  Community
    Relations
  Get Ready for Digital
    TV 18-month
    Franchises
   9




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Competition
    Video
  Direct
    Broadcast Satellite Providers
       10




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Traditional
    Overbuilds
    Telephone
    Companies
    Other
   11




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High
    Speed Data
  dial-up
      Phone
    Other
    Competition
      Employees
   12




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Legislation
    and Regulation
  General
    Federal
    Regulation
      Subscriber
    Rates
      
    the lowest level of programming service offered by the cable
    operator, typically called basic service, which includes, at a
    minimum, the local broadcast channels and any public access or
    governmental channels that are required by the operators
    franchise;
    the installation of cable service and related service
    calls; and
    the installation, sale and lease of equipment used by
    subscribers to receive basic service, such as converter boxes
    and remote control units.     13




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Content
    Requirements
  Must
    Carry and Retransmission Consent
    
    to carry the station, subject to certain exceptions, commonly
    called must-carry; or
    to negotiate the terms by which the cable system may carry the
    station on its cable systems, commonly called retransmission
    consent.    
    all distant commercial television stations, except for certain
    commercial satellite-delivered independent superstations such as
    WGN;
    commercial radio stations; and
    certain low-power television stations.    line-up,
     14




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Tier Buy
    Through
      Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
    
    permits franchising authorities to require cable operators to
    set aside channels for public, educational and governmental
    access programming; and
    requires a cable system with 36 or more activated channels to
    designate a significant portion that activated channel capacity
    for commercial leased access by third parties to provide
    programming that may compete with services offered by the cable
    operator.    
    the maximum reasonable rate a cable operator may charge for
    third party commercial use of the designated channel capacity;
    the terms and conditions for commercial use of such
    channels; and
    the procedures for the expedited resolution of disputes
    concerning rates or commercial use of the designated channel
    capacity.   15




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Franchise
    Matters
  and/or and/or
    Ownership
    Limitations
      Cable
    Equipment
     16




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Pole
    Attachment Regulation
          Other
    Regulatory Requirements of the Cable Act and the
    FCC
   17




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Copyright
  line-ups
    and/or
  Privacy
   18




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HSD
    Service
      Voice-over-Internet
    Protocol Telephony
     19




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State
    and Local Regulation
    
    franchise fees;
    franchise term;
    system construction and maintenance obligations;
    system channel capacity;
    design and technical performance;
    customer service standards;
    sale or transfer of the franchise; and
    territory of the franchise. 20




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ITEM 1A.
    RISK
    FACTORS Risks
    Related to our Business  We
    have a history of net losses and we may continue to generate net
    losses in the future.
    The
    impairment of our goodwill and other intangible assets can cause
    our net income or net loss to fluctuate
    significantly.
    Goodwill and Other
    Intangible Assets
    We may
    be unsuccessful in implementing our growth
    strategy.
    The
    adverse effects on our business caused by increases in
    programming costs could continue or worsen.
     21




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We
    operate in a highly competitive business environment, which
    affects our ability to attract and retain customers and can
    adversely affect our business and operations. We have lost a
    significant number of video subscribers to direct broadcast
    satellite competition and this trend may continue.
           22




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newly-upgraded and/or Wi-Max dial-up
    We
    face many risks inherent to our phone business, which is a
    relatively new service for us.
    We may
    be found to infringe on intellectual property rights of
    others.
  and/or and/or and/or
 23




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Inability
    to secure favorable relationships and trade terms with third
    party providers of products and services on which we depend may
    impair our ability to provision and service our
    customers.
  e-mail
  We may
    be unable to keep pace with technological change.
    We
    depend on computer and network technologies, and may face
    disruptions in such systems.
   Risks
    Related to our Indebtedness and the Indebtedness of our
    Operating Subsidiaries  We are
    a holding company with no operations and if our operating
    subsidiaries are unable to make funds available to us, we may
    not be able to fund our indebtedness and other
    obligations.
   24




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and/or
  We
    have substantial existing debt and have significant interest
    payment requirements, which could adversely affect our ability
    to obtain financing in the future, and require our operating
    subsidiaries to apply a substantial portion of their cash flow
    to debt service.
      
    our ability to access new sources of financing for working
    capital, capital expenditures, acquisitions or other purposes
    may be limited;
    we may need to use a large portion of our revenues to pay
    interest on borrowings under our subsidiary credit facilities
    and our senior notes, which will reduce the amount of money
    available to finance our operations, capital expenditures and
    other activities;
    some of our debt has a variable rate of interest, which may
    expose us to the risk of increased interest rates;
    we may be more vulnerable to economic downturns and adverse
    developments in our business;
    we may be less flexible in responding to changing business and
    economic conditions, including increased competition and demand
    for new products and services;
    we may be at a disadvantage when compared to those of our
    competitors that have less debt leverage; and
    we may not be able to fully implement our business strategy.    A
    default under our indentures or our subsidiary credit facilities
    could result in an acceleration of our indebtedness and other
    material adverse effects.
   25




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The
    terms of our indebtedness could materially limit our financial
    and operating flexibility.
    
    incur additional indebtedness;
    create liens and other encumbrances;
    pay dividends and make other payments, investments, loans and
    guarantees;
    enter into transactions with related parties;
    sell or otherwise dispose of assets and merge or consolidate
    with another entity;
    repurchase or redeem capital stock, other equity interests or
    debt;
    pledge assets; and
    issue capital stock or other equity interests.    We may
    not be able to obtain additional capital to fund future capital
    expenditures and continue the development of our
    business.
    A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may further increase our future borrowing costs
    and reduce our access to capital.
   Risks
    Related to Legislative and Regulatory Matters  Changes
    in cable television regulations could adversely impact our
    business.
     26




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and/or e-commerce,
  Increased
    exposure from loss of personal information could impose
    significant additional costs on us.
    Changes
    in channel carriage regulations could impose significant
    additional costs on us.
  and/or
   27




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Our
    franchises are non-exclusive and local franchising authorities
    may grant competing franchises in our markets.
        Pending
    FCC and court proceedings could adversely affect our HSD
    service.
    We may
    be subject to legal liability because of the acts of our HSD
    customers or because of our own negligence.
   28




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We may
    become subject to additional regulatory burdens because we offer
    phone service.
  E-911
 29




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Actions
    by pole owners might subject us to significantly increased pole
    attachment costs.
        Changes
    in compulsory copyright regulations might significantly increase
    our license fees.
   30




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Risks
    related to our Manager  If our
    manager were to lose key personnel, our business could be
    adversely affected.
    We
    depend on our manager for the provision of essential management
    functions.
      Our
    Chairman and Chief Executive Officer has the ability to control
    all major corporate decisions, and a sale of his stock could
    result in a change of control that would have unpredictable
    effects.
     31




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES        ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES   32




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ITEM 6.
    SELECTED
    FINANCIAL DATA      Year Ended December 31,2007


2006


2005


2004


2003(Amounts in thousands, except per share data and operating
    data)(Unaudited)Statement of Operations Data:Revenues

$
727,462


$
681,243


$
613,116


$
585,039


$
552,342Costs and expenses:Service costs


298,103



270,396



239,199



222,752



215,310Selling, general and administrative expenses


159,314



151,538



138,201



129,587



118,918Management fee expense 
    parent(1)


13,371



12,647



12,239



10,585



9,322Depreciation and amortization


116,678



107,152



115,314



107,592



113,007Operating income


139,996



139,510



108,163



114,523



95,785Interest expense, net


(120,673
)


(109,869
)


(97,282
)


(86,125
)


(82,536
)Loss on early extinguishment of debt






(31,207
)










Gain on sale of cable systems, net


2,249















(Loss) gain on derivatives, net


(12,946
)


(8,718
)


6,638



10,929



2,807Other expense, net


(3,352
)


(4,954
)


(6,516
)


(4,475
)


(5,974
)Net (loss) income

$
5,274


$
(15,238
)

$
11,003


$
34,852


$
10,082Balance Sheet Data (end of period):Total assets

$
2,368,687


$
2,324,799


$
2,285,055


$
2,258,245


$
2,287,784Total debt

$
1,709,533


$
1,596,243


$
1,418,370


$
1,363,955


$
1,354,668Total members equity

$
320,190


$
415,355


$
564,614


$
595,157


$
589,016Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
71,063


$
64,411


$
105,038


$
106,304


$
96,627Investing activities

$
(112,743
)

$
(103,217
)

$
(108,100
)

$
(85,394
)

$
(116,613
)Financing activities

$
38,737


$
43,683


$
1,074


$
(21,159
)

$
19,058Other Data:Adjusted
    OIBDA(2)

$
257,631


$
249,914


$
223,695


$
222,138


$
208,818Adjusted OIBDA
    margin(3)


35.4
%


36.4
%


36.5
%


38.0
%


37.8
%Ratio of earnings to fixed charges and preferred
    dividends(4)














1.15



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


1,476,000



1,474,000



1,460,000



1,456,000



1,472,500Basic
    subscribers(6)


720,000



751,000



773,000



783,000



819,300Digital
    customers(7)


317,000



304,000



289,000



236,000



231,600Data
    customers(8)


359,000



320,000



266,000



205,000



157,800Phone
    customers(9)


106,000



71,000



17,500







RGUs(10)


1,502,000



1,446,000



1,345,500



1,224,000



1,208,700  33




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##### Table of Contents



(1)
    
    Represents fees paid to MCC for management services rendered to
    our operating subsidiaries. See Note 8 of our 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 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 television industry, which may have
    different depreciation and amortization policies, as well as
    different non-cash, share-based compensation programs. Adjusted
    OIBDA and similar measures are used in calculating compliance
    with the covenants of our debt arrangements. A limitation of
    Adjusted OIBDA, however, is that it excludes depreciation and
    amortization, which represents the periodic costs of certain
    capitalized tangible and intangible assets used in generating
    revenues in our business. Management utilizes a separate process
    to budget, measure and evaluate capital expenditures. In
    addition, Adjusted OIBDA has the limitation of not reflecting
    the effect of our non-cash, share-based compensation charges.Adjusted OIBDA should not be regarded as an alternative to
    either operating income or net income (loss) as an indicator of
    operating performance nor should it be considered in isolation
    or a substitute for financial measures prepared in accordance
    with GAAP. We believe that operating income is the most directly
    comparable GAAP financial measure to Adjusted OIBDA.The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  Year Ended December 31,2007


2006


2005


2004


2003Adjusted OIBDA

$
257,631


$
247,914


$
223,695


$
222,138


$
208,818Non-cash share-based compensation and other share-based
    awards(A)


(957
)


(1,252
)


(218
)


(23
)


(26
)Depreciation and amortization


(116,678
)


(107,152
)


(115,314
)


(107,592
)


(113,007
)Operating income

$
139,996


$
139,510


$
108,163


$
114,523


$
95,785   (A)
    Includes approximately $10, $206, $1, $23 and $26 for the years
    ended December 31, 2007, 2006, 2005, 2004 and 2003,
    respectively, related to the issuance of other share-based
    awards.  (3)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    note 2 above.(4)
    
    Earnings were insufficient to cover fixed charges by
    $13.7 million, $34.0 million, $7.7 million and
    $10.8 million for the years ended December 31, 2007,
    2006, 2005 and 2003, respectively. Refer to Exhibit 12.1 to
    this Annual Report.(5)
    
    Represents an estimate of the number of single residence homes,
    apartments and condominium units passed by the cable
    distribution network in a cable systems service area.(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 television
    services. Accounts that are billed on a bulk basis, which
    typically receive discounted rates, are converted into
    full-price equivalent basic subscribers by dividing total bulk
    billed basic revenues of a particular system by the average
    cable rate charged to basic subscribers in that system. This
    conversion method is consistent with the methodology used in
    determining payments to programmers. Basic subscribers include
    connections to schools, libraries, local government offices and
    employee households that may not be charged for limited and
    expanded cable services, but may be charged for digital cable,
    VOD, HDTV, DVR or high-speed Internet service. Customers who
    exclusively purchase high-speed Internet or phone service are
    not counted as basic subscribers. Our methodology of calculating
    the number of basic subscribers may not be identical to those
    used by other companies offering similar services. 34




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(7)
    
    Represents customers that receive digital video services.(8)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    generally represent customers with bandwidth requirements of up
    to 15Mbps. These commercial accounts are converted to equivalent
    residential data customers by dividing their associated revenues
    by the applicable residential rate. Our data customers exclude
    large commercial accounts. Our methodology of calculating data
    customers may not be identical to those used by other companies
    offering similar services.(9)
    
    Represents estimated number of homes to which we market phone
    services, and is based upon the best available information.(10)
    
    RGUs, or revenue generating units, represent the total of basic
    subscribers and digital, HSD and phone customers.(11)
    
    Effective January 1, 2006, we adopted
    SFAS No. 123(R) (see Note 10 in the Notes to
    Consolidated Financial Statements). 35




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
          Adjusted
    OIBDA
     36




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Actual
    Results of Operations
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
    Year Ended December 31,2007


2006


$ Change


% ChangeRevenues

$
727,462


$
681,243


$
46,210



6.8
%Costs and expenses:Service costs


298,103



270,396



27,707



10.2
%Selling, general and administrative expenses


159,314



151,538



7,776



5.1
%Management fee expense  parent


13,371



12,647



724



5.7
%Depreciation and amortization


116,678



107,152



9,526



8.9
%Operating income


139,996



139,510



486



NMInterest expense, net


(120,673
)


(109,869
)


(10,804
)


9.8
%Loss on early extinguishment of debt






(31,207
)


31,207



NMGain on sale of cable systems, net


2,249







2,249



NMLoss on derivatives, net


(12,946
)


(8,718
)


(4,228
)


48.5
%Other expense, net


(3,352
)


(4,954
)


1,602



(32.3
)%Net income (loss)

$
5,274


$
(15,238
)

$
20,512



134.6
%Adjusted OIBDA

$
257,631


$
247,914


$
9,717



3.9
%     Year Ended December 31,2007


2006


$ Change


% ChangeAdjusted OIBDA

$
257,631


$
247,914


$
9,717



3.9
%Non-cash share-based compensation and other share-based
    awards(1)


(957
)


(1,252
)


295



NMDepreciation and amortization


(116,678
)


(107,152
)


(9,526
)


8.9
%Operating income

$
139,996


$
139,510


$
486



NM     (1)
    
    Includes approximately $10 and $206 for the year ended
    December 31, 2007 and 2006, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2007


2006


$ Change


% ChangeVideo

$
493,113


$
485,436


$
7,677



1.6
%Data


152,939



131,372



21,567



16.4
%Phone


34,161



19,832



14,329



72.3
%Advertising


47,249



44,603



2,646



5.9
%$
727,462


$
681,243


$
46,219



6.8
%  37




---



##### Table of Contents



Year Ended December 31,


Increase/2007


2006


(Decrease)


% ChangeBasic subscribers


720,000



751,000



(31,000
)


(4.1
)%Digital customers


317,000



304,000



13,000



4.3
%Data customers


359,000



320,000



39,000



12.2
%Phone customers


106,000



71,000



35,000



49.3
%RGUs


1,502,000



1,446,000



56,000



3.9
%Average monthly revenue per
    RGU(1)

$
41.13


$
40.67


$
0.46



1.1
%     (1)
    
    Average monthly revenue per RGU is
    calculated based on monthly revenue divided by the average
    number of RGUs for each of the twelve months.  Note: Certain
    reclassifications have been made to the prior years
    amounts to conform to the current years presentation.
    pay-per-view
  and/or
        Costs
    and Expenses
   38




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##### Table of Contents



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




---



##### Table of Contents



Loss
    on Early Extinguishment of Debt
    Net
    Income (Loss)
    Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
    Year Ended December 31,2006


2005


$ Change


% ChangeRevenues

$
681,243


$
613,116


$
68,127



11.1
%Costs and expenses:Service costs


270,396



239,199



31,197



13.0
%Selling, general and administrative expenses


151,538



138,201



13,337



9.7
%Corporate expenses


12,647



12,239



408



3.3
%Depreciation and amortization


107,152



115,314



(8,162
)


(7.1
)%Operating income


139,510



108,163



31,347



29.0
%Interest expense, net


(109,869
)


(97,282
)


(12,587
)


12.9
%Loss on early extinguishment of debt


(31,207
)






(31,207
)


NM(Loss) gain on derivatives, net


(8,718
)


6,638



(15,356
)


NMOther expense


(4,954
)


(6,516
)


(1,562
)


(24.0
)%Net loss

$
(15,238
)

$
11,003


$
(26,241
)


(238.5
)%Adjusted OIBDA

$
247,914


$
223,695


$
24,219



10.8
%     Year Ended December 31,2006


2005


$ Change


% ChangeAdjusted OIBDA

$
247,914



223,695



24,219



10.8
%Non-cash share-based compensation and other share-based
    awards(1)


(1,252
)


(218
)


(1,034
)


NMDepreciation and amortization


(107,152
)


(115,314
)


8,162



(7.1
)%Operating income

$
139,510


$
108,163


$
31,347



29.0
%     (1)
    
    Includes approximately $206 and $1 for the years ended
    December 31, 2006 and 2005, respectively, related to the
    issuance of other share-based awards. 40




---



##### Table of Contents



Revenues
    Year Ended December 31,2006


2005


$ Change


% ChangeVideo

$
485,436


$
465,480


$
19,956



4.3
%Data


131,372



108,433



22,939



21.2
%Phone


19,832



757



19,075



NMAdvertising


44,603



38,446



6,157



16.0
%$
681,243


$
613,116


$
68,127



11.1
%               Costs
    and Expenses
         41




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##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    (Loss)
    Gain on Derivatives, Net
    Loss
    on Early Extinguishment of Debt
    Net
    Income (Loss)
    Liquidity
    and Capital Resources
      Bank
    Credit Facilities
   42




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##### Table of Contents



Interest
    Rate Exchange Agreements
    Senior
    Notes
    Covenant
    Compliance and Debt Ratings
      Operating
    Activities
     43




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##### Table of Contents



Investing
    Activities
    Financing
    Activities
    Contractual
    Obligations and Commercial Commitments
    Capital


Operating


Interest


PurchaseDebt


Leases


Leases


Expense(1)


Obligations


Total2008

$
68,000


$
33


$
2,532


$
121,578


$
14,519


$
206,6622009-2010


122,500







4,295



228,205



14,660



369,6602011-2012


267,000







3,090



217,480







487,570Thereafter


1,252,000







3,545



262,663







1,518,208Total cash obligations

$
1,709,500


$
33


$
13,462


$
829,926


$
29,179


$
2,582,100     *
    
    Refer to Note 5 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 11 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,
    2007 and the average interest rates applicable under such debt
    obligations.(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Programming is our largest expense;
    however, 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: $8.9 million for
    2008 and $10.2 million for
    2009-2010.  Critical
    Accounting Policies
   44




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##### Table of Contents



Property,
    Plant and Equipment
  Financial Reporting
    by Cable Television Companies.
  Indefinite-lived
    Intangibles
  Goodwill and Other
    Intangible Assets,
  No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,
     45




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##### Table of Contents



Share-based
    Compensation
    Recent
    Accounting Pronouncements
  Fair Value Measurements.
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  Business Combinations,
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  Inflation
    and Changing Prices
   46




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        Bank Credit


Capital LeaseSenior Notes


Facilities


Obligations


TotalExpected Maturity:January 1, 2008 to December 31, 2008

$



$
68,000


$
33


$
68,033January 1, 2009 to December 31, 2009






90,500







90,500January 1, 2010 to December 31, 2010






32,000







32,000January 1, 2011 to December 31, 2011






8,000







8,000January 1, 2012 to December 31, 2012






259,000







259,000Thereafter


500,000



752,000







1,252,000Total

$
500,000


$
1,209,500


$
33


$
1,709,533Fair Value

$
438,800


$
1,209,500


$
33


$
1,648,333Weighted Average Interest Rate


8.5
%


6.8
%


3.1
%


7.3
%  47




---



##### 



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


49Consolidated Balance Sheets as of
    December 31, 2007 and 2006


50Consolidated Statements of Operations for the
    Years Ended December 31, 2007, 2006 and 2005


51Consolidated Statements of Changes in
    Members Equity for the Years Ended December 31, 2007,
    2006 and 2005


52Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006 and 2005


53Notes to Consolidated Financial Statements


54Financial Statement Schedule:
    Schedule II  Valuation and Qualifying
    Accounts


70   48




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm        
    49




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,2007


2006(All dollar amounts in thousands)ASSETSCURRENT ASSETSCash

$
9,076


$
12,019Accounts receivable, net of allowance for doubtful accounts of
    $1,207 and $1,380, respectively


47,681



43,205Accounts receivable - affiliates


104,131



61,680Prepaid expenses and other assets


10,380



6,699Total current assets


171,268



123,603Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation
    of $603,737 and $501,713 respectively


721,543



716,339Franchise rights, net of accumulated amortization of $38,615 and
    $38,752, respectively


1,247,425



1,251,386Goodwill


204,005



204,582Subscriber lists, net of accumulated amortization of $23,503 and
    $21,319, respectively


9,518



11,803Total investment in cable television systems


2,182,491



2,184,110Other assets, net of accumulated amortization of $5,625 and
    $3,636, respectively


14,928



17,086Total assets

$
2,368,687


$
2,324,799LIABILITIES AND MEMBERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses

$
140,016


$
127,896Deferred revenue


28,136



25,430Current portion of long-term debt


68,033



68,707Total current liabilities


236,185



222,033Long-term debt, less current portion


1,641,500



1,527,536Other non-current liabilities


20,812



9,875Total liabilities


1,898,497



1,759,444Commitments and contingencies (Note 11)PREFERRED MEMBERS INTEREST (Note 6)


150,000



150,000MEMBERS EQUITYCapital contributions


638,910



652,310Accumulated deficit


(318,720
)


(236,955
)Total members equity


320,190



415,355Total liabilities, preferred members interest and
    members equity

$
2,368,687


$
2,324,799    50




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended December 31,2007


2006


2005(All dollar amounts in thousands)Revenues

$
727,462


$
681,243


$
613,116Costs and expenses:Service costs (exclusive of depreciation and amortization of
    $116,678, $107,152 and $115,314, respectively, shown separately
    below)


298,103



270,396



239,199Selling, general and administrative expenses


159,314



151,538



138,201Management fee expense  parent


13,371



12,647



12,239Depreciation and amortization


116,678



107,152



115,314Operating income


139,996



139,510



108,163Interest expense, net


(120,673
)


(109,869
)


(97,282
)Loss on early extinguishment of debt






(31,207
)


(Loss) gain on derivatives, net


(12,946
)


(8,718
)


6,638Gain on sale of cable systems, net


2,249







Other expense, net


(3,352
)


(4,954
)


(6,516
)Net income (loss)

$
5,274


$
(15,238
)

$
11,003Dividend to preferred members (Note 6)


(18,000
)


(18,000
)


(18,000
)Net loss applicable to member

$
(12,726
)

$
(33,238
)

$
(6,997
)    51




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS EQUITY
  Capital


AccumulatedContributions


Deficit


Total(All dollar amounts in thousands)Balance, December 31, 2004

$
725,000


$
(129,843
)

$
595,157Net income






11,003



11,003Dividend payments to related party on Preferred Members
    Interest






(18,000
)


(18,000
)Dividend payments to MCC






(23,546
)


(23,546
)Balance, December 31, 2005

$
725,000


$
(160,386
)

$
564,614Net income






(15,238
)


(15,238
)Dividend payments to related party on Preferred Members
    Interest






(18,000
)


(18,000
)Dividend payments to MCC






(43,331
)


(43,331
)Capital contributions


103,040







103,040Capital distributions


(175,730
)






(175,730
)Balance, December 31, 2006

$
652,310


$
(236,955
)

$
415,355Net income






5,274



5,274Dividend payments to related party on Preferred Members
    Interest






(18,000
)


(18,000
)Dividend payments to MCC






(69,036
)


(69,036
)Capital distributions


(13,400
)


(3
)


(13,403
)Balance, December 31, 2007

$
638,910


$
(318,720
)

$
(320,190
)    52




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 31,2007


2006


2005(All dollar amounts in thousands)CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:Net income (loss)

$
5,274


$
(15,238
)

$
11,003Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


116,678



107,152



115,314Loss (gain) on derivatives, net


12,946



8,718



(6,638
)Gain on sale of cable systems, net


(2,249
)






Loss on early extinguishment of debt






8,206



Amortization of deferred financing costs


1,989



2,622



4,600Share-based compensation


947



1,046



217Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(4,476
)


(7,000
)


(4,918
)Accounts receivable  affiliates


(42,451
)


(45,038
)


(22,106
)Prepaid expenses and other assets


(5,280
)


(3,188
)


1,315Accounts payable and accrued expenses


(13,766
)


6,921



5,848Deferred revenue


2,706



2,956



1,643Other non-current liabilities


(1,255
)


(2,746
)


(1,240
)Net cash flows provided by operating activities

$
71,063


$
64,411


$
105,038CASH FLOWS USED IN INVESTING ACTIVITIES:Capital expenditures

$
(120,410
)

$
(103,217
)

$
(108,100
)Proceeds from sale of cable systems


7,667







Net cash flows used in investing activities

$
(112,743
)

$
(103,217
)

$
(108,100
)CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:New borrowings

$
299,492


$
1,353,000


$
333,750Repayment of debt


(186,202
)


(1,075,127
)


(479,335
)Redemption/repayment of senior notes






(400,000
)


Issuance of senior notes






300,000



200,000Financing costs






(169
)


(11,795
)Other financing activities-book overdrafts


25,883







Capital contributions






103,040



Capital distributions


(13,400
)


(175,730
)


Dividend payments on preferred members interests


(18,000
)


(18,000
)


(18,000
)Dividend payment to parent


(69,036
)


(43,331
)


(23,546
)Net cash flows provided by financing activities

$
38,737


$
43,683


$
1,074Net (decrease) increase in cash


(2,943
)


4,877



(1,988
)CASH, beginning of period


12,019



7,142



9,130CASH, end of period

$
9,076


$
12,019


$
7,142SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
121,598


$
127,606


$
92,151    53




---



##### Table of Contents



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




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Buildings

40 yearsLeasehold improvements

Life of respective leaseCable systems and equipment and subscriber devices

5 to 20 yearsVehicles

3 to 5 yearsFurniture, fixtures and office equipment

5 years       Capitalized
    Software Costs
  No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
 55




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Marketing
    and Promotional Costs
    Intangible
    Assets
  Goodwill and
    Other Intangible Assets,
            Balance  December 31, 2006

$
204,582Acquisitions


Dispositions


(577
)Balance  December 31, 2007

$
204.005   Other
    Assets
   56




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Reporting
  Disclosure about Segments of an
    Enterprise and Related Information,
  Accounting
    for Derivative Instruments
  Accounting for Derivative
    Instruments and Hedging Activities, Accounting for Certain
    Derivative Instruments and Certain Hedging Activities-an
    amendment of FASB Statement No. 133, Amendment of Statement 133 on
    Derivative Instruments and Hedging Activities.
  Accounting
    for Asset Retirement
  Accounting for Asset
    Retirement Obligations,
   57




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Programming
    Costs
    Share-based
    Compensation
    Income
    Taxes
    Comprehensive
    Income
  Reporting Comprehensive Income.
  Reclassifications
   58




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  Fair Value Measurements.
  The Fair Value Option for Financial Assets and
    Financial Liabilities  Including an amendment of FASB
    Statement No. 115.
  Business Combinations,
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51.
  3.
    PROPERTY,
    PLANT AND EQUIPMENT    2007


2006Cable systems, equipment and subscriber devices

$
1,242,550


$
1,138,654Vehicles


35,808



34,190Buildings and leasehold improvements


25,273



24,621Furniture, fixtures and office equipment


17,014



16,011Land and land improvements


4,635



4,5761,325,280



1,218,052Accumulated depreciation


(603,737
)


(501,713
)Property, plant and equipment, net

$
721,543


$
716,339    59




---



##### Table of Contents



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


December 31,2007


2006Book
    overdrafts(1)

$
25,932


$
49Accrued programming costs


25,752



29,071Accrued payroll and benefits


12,550



13,509Accrued interest


11,631



11,468Accrued taxes and fees


10,466



19,138Accounts payable


9,760



17,036Accrued telecommunications costs


8,920



7,119Accrued service costs


7,017



6,970Accrued property, plant and equipment


6,906



9,368Advance subscriber payments


5,788



4,844Accounts payable  affiliates and other accrued
    expenses


15,294



9,324$
140,016


$
127,896     (1)
    
    Book overdrafts represents checks in excess of funds on deposit
    in our disbursement accounts.  5.
    DEBT    December 31,


December 31,2007


2006Bank credit facilities

$
1,209,500


$
1,095,50081/2% senior
    notes due 2015


500,000



500,000Capital lease obligations


33



743$
1,709,533


$
1,596,243Less: current portion


68,033



68,707Total long-term debt

$
1,641,500


$
1,527,536   Bank
    Credit Facilities
   60




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                    Interest
    Rate Exchange Agreements
   61




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Senior
    Notes
    1 2 1 2 1 2 1 2
    1 2
      Convertible
    Senior Notes
  1 4
 62




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Loss
    on Early Extinguishment of Debt
    Fair
    Value and Debt Maturities
  1 2
    2008

$
68,0332009


90,5002010


32,0002011


8,0002012


259,000Thereafter


1,252,000$
1,709,533   6.
    PREFERRED
    MEMBERS INTERESTS    7.
    MEMBERS
    EQUITY    8.
    RELATED
    PARTY TRANSACTIONS       63




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    EMPLOYEE
    BENEFIT PLANS    10.
    SHARE-BASED
    COMPENSATION  Share-based
    Compensation
    Accounting for Stock-Based Compensation Accounting for Stock
    Issued to Employees
  Share-based Payment
  Impact
    of the Adoption of SFAS No. 123(R)
   64




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended


Year EndedDecember 31,


December 31,2007


2006Share-based compensation expense by type of award:Employee stock options

$
194


$
463Employee stock purchase plan


192



250Restricted stock units


561



333Total share-based compensation expense

$
947


$
1,046       Pro Forma
    Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
    For the Years  EndedDecember 31, 2005Net income, as reported

$
11,003Add: Total stock-based compensation expense included in net
    income as reported above


217Deduct: Total stock based compensation expense determined under
    fair value based method of all awards


(993
)Pro forma, net income

$
10,227   Valuation
    Assumptions
    Employee Stock


Employee StockOption Plans


Purchase PlansYear Ended


Year EndedDecember 31,


December 31,2007


2006


2007


2006Dividend yield


0
%


0
%


0
%


0
%Expected volatility


38.0
%


56.0
%


33.0
%


33.0
%Risk free interest rate


4.6
%


4.8
%


4.3
%


4.7
%Expected option life (in years)


6.3



4.3



0.5



0.5Forfeiture rate


14.0
%


14.0
%






  65




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted AverageRemainingWeighted Average


Contractual


Aggregate IntrinsicShares


Exercise Price


Term (In Years)


Value (In thousands)Outstanding at January 1, 2006


508,425


$
10.56Granted


45,000



5.77Exercised


(4,500
)


6.94Forfeited


(65,390
)


7.25Expired






Outstanding at December 31, 2006


483,535


$
10.85



5.4


$
191Vested or expected to vest at December 31, 2006


464,749


$
10.65



5.4


$
174Exercisable at December 31, 2006


349,349


$
11.11



5.5


$
70Outstanding at January 1, 2007


483,535


$
10.85Granted


38,000



8.00Exercised


(18,500
)


6.57Forfeited


(23,980
)


10.53Expired






Outstanding at December 31, 2007


479,055


$
10.46



4.8


$
Vested or expected to vest at December 31, 2007


468,931


$
10.54



4.7


$
Exercisable at December 31, 2007


406,743


$
11.09



4.4


$
      66




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##### Table of Contents



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


Exercise PriceOutstanding at December 31, 2004


505,015


$
10.93Granted


36,000



5.42Exercised






Forfeited


(32,590
)


10.67Outstanding at December 31, 2005


508,425


$
10.56       Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted


Aggregate





Average


Weighted


AggregateNumber of


Remaining


Average


Intrinsic


Number of


Remaining


Average


IntrinsicRange of Exercise

Shares


Contractual


Exercise


Value


Shares


Contractual


Exercise


ValuePrices

Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$ 5.00 - $11.96


479,055



4.8 years


$
10.46


$




406,743



4.8 years


$
11.09


$
$12.01 - $18.00






− years


$



$








− years


$



$
$18.01 - $22.00






− years


$



$








− years


$



$
479,055



4.8 years


$
10.46


$




406,743



4.8 years


$
11.09


$
     Restricted
    Stock Units
   67




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


WeightedNon-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at January 1, 2006


185,100


$
5.48Granted


99,700



5.73Awards Vested


(10,025
)


5.69Forfeited


(70,175
)


5.47Unvested Awards at December 31, 2006


204,600


$
5.59Granted


123,600



7.99Awards Vested


(47,875
)


5.61Forfeited


(18,600
)


6.78Unvested Awards at December 31, 2007


261,725


$
6.64   Employee
    Stock Purchase Plan
    11.
    COMMITMENTS
    AND CONTINGENCIES    2008

$
2,5322009


2,3972010


1,8992011


1,6512012


1,438Thereafter


3,545Total

$
13,462  68




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##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Legal
    Proceedings
    12.
    SALE OF
    CABLE SYSTEMS, NET   69




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##### Table of Contents



Schedule II
  MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions


DeductionsBalance at


Charged to


Charged to


Charged to


Charged toBeginning of


Costs


Other


Costs


Other


Balance atPeriod


and Expenses


Accounts


and Expenses


Accounts


end of Period(All dollar amounts in thousands)December 31, 2005Allowance for doubtful accounts:Current receivables

$
2,803


$
886


$



$
1,384


$
463


$
1,842December 31, 2006Allowance for doubtful accounts:Current receivables

$
1,842


$
2,787


$



$
3,249


$



$
1,380December 31, 2007Allowance for doubtful accounts:Current receivables

$
1,380


$
3,457


$



$
3,630


$



$
1,207   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Mediacom
    Broadband LLC
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 70




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##### Table of Contents




    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom;
    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 are being made only
    in accordance with authorizations of management and manager of
    Mediacom; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacoms assets that could have a material effect on the
    financial statements.        Mediacom
    Broadband Corporation
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom Broadband; 71




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##### Table of Contents




    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of Mediacom Broadband are being
    made only in accordance with authorizations of management and
    directors of Mediacom Broadband; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacom Broadbands assets that could have a material
    effect on the financial statements.        ITEM 9B.
    OTHER
    INFORMATION   72




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANTS    Name

Age

PositionRocco B. Commisso


58


Chairman and Chief Executive Officer of MCC; Chief Executive
    Officer of Mediacom Broadband LLC; and Chief Executive Officer
    and Director of Mediacom Broadband CorporationMark E. Stephan


51


Executive Vice President, Chief Financial Officer and Director
    of MCC; Executive Vice President and Chief Financial Officer of
    Mediacom Broadband LLC; and Executive Vice President and Chief
    Financial Officer of Mediacom Broadband CorporationJohn G. Pascarelli


46


Executive Vice President, Operations of MCCItalia Commisso Weinand


54


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


59


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


53


Senior Vice President, Customer Operations of MCCCalvin G. Craib


53


Senior Vice President, Business Development of MCCBrian Walsh


42


Senior Vice President and Corporate Controller of MCCCraig S. Mitchell


49


Director of MCCWilliam S. Morris III


73


Director of MCCThomas V. Reifenheiser


72


Director of MCCNatale S. Ricciardi


59


Director of MCCRobert L. Winikoff


61


Director of MCC   Rocco B. Commisso
  Mark E. Stephan
 73




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##### Table of Contents



John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
  Calvin G. Craib
  Brian M. Walsh
  Craig S. Mitchell
  William S. Morris III 1999-2000.
  Thomas V. Reifenheiser
 74




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##### Table of Contents



Natale S. Ricciardi
  Robert L. Winikoff
  Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Management
    Agreements
    Other
    Relationships
     75




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2007


2006Audit fees

$
520


$
564Audit-related fees


15



44Tax fees






All other fees






Total

$
535


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

Exhibit Description3
.1

Certificate of Formation of Mediacom Broadband
    LLC(1)3
.2

Amended and Restated Limited Liability Company Operating
    Agreement of Mediacom Broadband
    LLC(1)3
.3

Certificate of Incorporation of Mediacom Broadband
    Corporation(1)3
.4

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

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom Broadband LLC and Mediacom Broadband
    Corporation(2)10
.1(a)

Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(3)10
.1(b)

Amendment No. 1, dated as of October 11, 2005, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders.(4)10
.1(c)

Amendment No. 2, dated as a May 5, 2006, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(6) 76




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##### Table of Contents



ExhibitNumber

Exhibit Description10
.1(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(6)10
.1(e)

Amendment No. 4, dated as of June 11, 2007, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(6)10
.2

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

Schedule of Computation of Ratio of Earnings to Fixed Charges
    and Preferred Dividends14
.1

Code of
    Ethics(7)21
.1

Subsidiaries of Mediacom Broadband LLC23
.1

Consent of PricewaterhouseCoopers LLP31
.1

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

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

Section 1350 Certifications of Mediacom Broadband LLC32
.2

Section 1350 Certifications of Mediacom Broadband
    Corporation     (1)
    
    Filed as an exhibit to the Registration Statement on
    Form S-4
    (File
    No. 333-72440)
    of Mediacom Broadband LLC and Mediacom Broadband Corporation and
    incorporated herein by reference.(2)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated August 30, 2005, of Mediacom Broadband LLC and
    Mediacom Broadband 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, 2004 of Mediacom
    Communications Corporation and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 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 March 31, 2006 of Mediacom
    Communications Corporation and incorporated herein by reference.(6)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 of Mediacom
    Communications Corporation and incorporated herein by reference.(7)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003 of Mediacom
    Broadband LLC and incorporated herein by reference.  (c)
    Financial
    Statement Schedule  Form 10-K
 77




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##### Table of Contents



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

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer 
    (principal executive officer)

March 27, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2008  78




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##### Table of Contents



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

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer and Director 
    (principal executive officer)

March 27, 2008/s/  Mark
    E. StephanMark
    E. Stephan

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

March 27, 2008  79




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##### Table of Contents



Supplemental Information to be Furnished with Reports Filed
    Pursuant to Section 15(d) of the Securities Exchange Act of
    1934 by Registrants Which Have not Registered Securities
    Pursuant to Section 12 of the Securities Exchange Act of
    1934.
  Form 10-K
 80