##### Table of Contents



UNITED STATES
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 June 30, 2010
 Commission File Number: 0-29227
 Mediacom Communications Corporation
  Delaware
    
    06-1566067(State of incorporation)
    
    (I.R.S. EmployerIdentification Number)
 100 Crystal Run Road
Middletown, New York 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
 þ o
 o Yes o No
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-accelerated filer
    
    o Smaller reporting company
 o þ




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##### 



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2010
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) June 30, 2010 and December 31, 2009
    
    
    4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2010 and 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2010 and 2009
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    31Item 4. Controls and Procedures
    
    
    31PART IIItem 1. Legal Proceedings
    
    
    32Item 1A. Risk Factors
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3. Defaults upon Senior Securities
    
    
    32Item 4. Reserved
    
    
    32Item 5. Other Information
    
    
    32Item 6. Exhibits
    
    
    32Exhibit 31.1Exhibit 32.1
    2




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
   
    
    increased levels of competition from existing and new competitors;
    
    lower demand for our video, high-speed data and phone services;
    
    our ability to successfully introduce new products and services to meet customer demands
and preferences;
    
    changes in laws, regulatory requirements or technology that may cause us to incur
additional costs and expenses;
    
    greater than anticipated increases in programming costs and delivery expenses related to
our products and services;
    
    changes in assumptions underlying our critical accounting policies;
    
    the ability to secure hardware, software and operational support for the delivery of
products and services to our customers;
    
    disruptions or failures of network and information systems upon which our business
relies;
    
    our reliance on certain intellectual property;
    
    our ability to generate sufficient cash flow to meet our debt service obligations;
    
    fluctuations in short term interest rates which may cause our interest expense to vary
from quarter to quarter;
    
    instability in the capital and credit markets, which may impact our ability to refinance
future debt maturities or provide funding for potential strategic transactions, on similar
terms as we currently experience; and
    
    other risks and uncertainties discussed in this Quarterly Report, our Annual Report on
Form 10-K for the year ended December 31, 2009 and other reports or documents that we file
from time to time with the SEC.
   3




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
   June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    126,732
    
    
    $
    80,916Accounts receivable, net of allowance for doubtful accounts of $2,610 and $2,180
    
    
    89,502
    
    
    
    86,337Prepaid expenses and other current assets
    
    
    25,007
    
    
    
    17,030Deferred tax assets
    
    
    22,959
    
    
    
    22,616Total current assets
    
    
    264,200
    
    
    
    206,899Property, plant and equipment, net of accumulated depreciation of $2,075,336 and $1,965,091
    
    
    1,481,568
    
    
    
    1,478,489Franchise rights
    
    
    1,793,715
    
    
    
    1,793,715Goodwill
    
    
    219,991
    
    
    
    219,991Subscriber lists and other intangible assets, net of accumulated amortization of $153,804
and $152,552
    
    
    4,220
    
    
    
    5,472Other assets, net of accumulated amortization of $15,018 and $13,961
    
    
    56,528
    
    
    
    50,468Deferred income taxes  non current
    
    
    218,753
    
    
    
    222,695Total assets
    
    $
    4,038,975
    
    
    $
    3,977,729LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses and other current liabilities
    
    $
    253,785
    
    
    $
    268,575Deferred revenue
    
    
    57,281
    
    
    
    56,996Current portion of long-term debt
    
    
    26,000
    
    
    
    95,000Total current liabilities
    
    
    337,066
    
    
    
    420,571Long-term debt, less current portion
    
    
    3,371,000
    
    
    
    3,270,000Other non-current liabilities
    
    
    57,949
    
    
    
    22,130Total liabilities
    
    
    3,766,015
    
    
    
    3,712,701Commitments and contingencies (Note 9)STOCKHOLDERS EQUITYClass A common stock, $.01 par value; 300,000,000 shares authorized; 97,294,830 shares
issued and 41,121,974 shares outstanding as of June 30, 2010 and 96,554,912 shares issued
and 40,621,955 shares outstanding as of December 31, 2009
    
    
    411
    
    
    
    406Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,017,890
    
    
    
    1,013,517Accumulated deficit
    
    
    (449,992
    )
    
    
    (454,670
    )Treasury stock, at cost, 56,172,856 and 55,932,957 shares of Class A common stock
    
    
    (295,619
    )
    
    
    (294,495
    )Total stockholders equity
    
    
    272,960
    
    
    
    265,028Total liabilities and stockholders equity
    
    $
    4,038,975
    
    
    $
    3,977,729
   4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    377,008
    
    
    $
    364,495
    
    
    $
    745,687
    
    
    $
    724,933Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    161,704
    
    
    
    153,887
    
    
    
    319,323
    
    
    
    306,695Selling, general and administrative expenses
    
    
    69,104
    
    
    
    67,280
    
    
    
    135,478
    
    
    
    133,364Corporate expenses
    
    
    8,443
    
    
    
    8,326
    
    
    
    16,701
    
    
    
    16,533Depreciation and amortization
    
    
    60,601
    
    
    
    57,940
    
    
    
    119,901
    
    
    
    116,708Operating income
    
    
    77,156
    
    
    
    77,062
    
    
    
    154,284
    
    
    
    151,633Interest expense, net
    
    
    (51,883
    )
    
    
    (51,331
    )
    
    
    (101,510
    )
    
    
    (100,252
    )(Loss) gain on derivatives, net
    
    
    (29,052
    )
    
    
    25,951
    
    
    
    (40,760
    )
    
    
    24,280(Loss) gain on sale of cable systems, net
    
    
    
    
    
    
    (410
    )
    
    
    
    
    
    
    13,781Loss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    
    Other expense, net
    
    
    (1,449
    )
    
    
    (2,361
    )
    
    
    (2,501
    )
    
    
    (4,826
    )(Loss) income before income taxes
    
    $
    (6,462
    )
    
    $
    48,911
    
    
    $
    8,279
    
    
    $
    84,616Benefit from (provision for) income taxes
    
    
    2,622
    
    
    
    (14,505
    )
    
    
    (3,601
    )
    
    
    (27,848
    )Net (loss) income
    
    $
    (3,840
    )
    
    $
    34,406
    
    
    $
    4,678
    
    
    $
    56,768Basic weighted average shares outstanding
    
    
    68,119
    
    
    
    67,435
    
    
    
    67,929
    
    
    
    74,016Basic (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.51
    
    
    $
    0.07
    
    
    $
    0.77Diluted weighted average shares outstanding
    
    
    68,119
    
    
    
    70,857
    
    
    
    71,690
    
    
    
    77,241Diluted (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    0.49
    
    
    $
    0.07
    
    
    $
    0.73
   5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Six Months EndedJune 30,2010
    
    
    2009OPERATING ACTIVITIES:Net income
    
    $
    4,678
    
    
    $
    56,768Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    119,901
    
    
    
    116,708Loss (gain) on derivatives, net
    
    
    40,760
    
    
    
    (24,280
    )Loss on early extinguishment of debt
    
    
    1,234
    
    
    
    Gain on sale of cable systems, net
    
    
    
    
    
    
    (12,148
    )Amortization of deferred financing costs
    
    
    3,130
    
    
    
    2,684Share-based compensation
    
    
    3,772
    
    
    
    3,577Deferred income taxes
    
    
    3,601
    
    
    
    27,848Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (3,165
    )
    
    
    (5,732
    )Prepaid expenses and other assets
    
    
    (6,377
    )
    
    
    (6,916
    )Accounts payable and accrued expenses and other current liabilities
    
    
    (719
    )
    
    
    6,578Deferred revenue
    
    
    285
    
    
    
    1,682Other non-current liabilities
    
    
    (295
    )
    
    
    577Net cash flows provided by operating activities
    
    $
    166,805
    
    
    $
    167,346INVESTING ACTIVITIES:Capital expenditures
    
    
    (122,000
    )
    
    
    (109,173
    )Net cash flows used in investing activities
    
    $
    (122,000
    )
    
    $
    (109,173
    )FINANCING ACTIVITIES:New borrowings
    
    
    1,323,750
    
    
    
    513,875Repayment of debt
    
    
    (1,291,750
    )
    
    
    (459,875
    )Net settlement of restricted stock units
    
    
    (1,126
    )
    
    
    (1,518
    )Repurchases of Class A common stock
    
    
    
    
    
    
    (110,000
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    581
    
    
    
    548Financing costs
    
    
    (16,546
    )
    
    
    Other financing activities  book overdrafts
    
    
    (13,898
    )
    
    
    460Net cash flows provided by (used in) financing activities
    
    $
    1,011
    
    
    $
    (56,510
    )Net increase in cash and cash equivalents
    
    $
    45,816
    
    
    $
    1,663CASH AND CASH EQUIVALENTS, beginning of period
    
    
    80,916
    
    
    
    67,111CASH AND CASH EQUIVALENTS, end of period
    
    $
    126,732
    
    
    $
    68,774SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    106,343
    
    
    $
    102,156NON-CASH TRANSACTIONS  FINANCING:Repurchase of Class A common stock exchanged for assets held for sale (Note 12)
    
    $
    
    
    
    $
    29,284
   6




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION AND BASIS OF PRESENTATION
 Organization
  Basis of Presentation
   2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Improving
Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures
 3. FAIR VALUE
  
    
    Level 1  Quoted market prices in active markets for identical assets or liabilities.
 
    
    Level 2  Observable market based inputs or unobservable inputs that are corroborated by
market data.
 
    
    Level 3  Unobservable inputs that are not corroborated by market data.
  7




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##### Table of Contents



Fair Value as of June 30, 2010(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    91,124
    
    
    $
    
    
    
    $
    91,124Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    91,124
    
    
    $
    
    
    
    $
    91,124
  Fair Value as of December 31, 2009(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    4,791
    
    
    $
    
    
    
    $
    4,791LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    55,155
    
    
    $
    
    
    
    $
    55,155Interest rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    50,364
    
    
    $
    
    
    
    $
    50,364
 4. (LOSS) EARNINGS PER SHARE
 Earnings per Share
    8




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##### Table of Contents



5. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2010
    
    
    2009Cable systems, equipment and subscriber devices
    
    $
    3,364,888
    
    
    $
    3,252,864Vehicles
    
    
    73,704
    
    
    
    75,494Furniture, fixtures and office equipment
    
    
    66,881
    
    
    
    64,099Buildings and leasehold improvements
    
    
    43,796
    
    
    
    43,493Land and land improvements
    
    
    7,635
    
    
    
    7,6303,556,904
    
    
    
    3,443,580Accumulated depreciation
    
    
    (2,075,336
    )
    
    
    (1,965,091
    )Property, plant and equipment, net
    
    $
    1,481,568
    
    
    $
    1,478,489
  9




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##### Table of Contents



6. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2010
    
    
    2009Liabilities under interest rate exchange agreements
    
    $
    40,446
    
    
    $
    40,591Accrued programming costs
    
    
    39,485
    
    
    
    34,917Accrued taxes and fees
    
    
    31,800
    
    
    
    30,611Accrued payroll and benefits
    
    
    30,052
    
    
    
    31,451Accrued interest
    
    
    25,018
    
    
    
    30,310Accrued property, plant and equipment
    
    
    23,828
    
    
    
    12,188Accrued service costs
    
    
    15,703
    
    
    
    17,751Subscriber advance payments
    
    
    15,529
    
    
    
    15,563Accounts payable
    
    
    6,612
    
    
    
    13,287Accrued telecommunications
    
    
    3,721
    
    
    
    5,105Book overdrafts(1)
    
    
    3,380
    
    
    
    17,305Other accrued expenses
    
    
    18,211
    
    
    
    19,496Accounts payable, accrued expenses and other current liabilities
    
    $
    253,785
    
    
    $
    268,575
 (1)
    
    Book overdrafts represent outstanding checks in excess of funds on deposit at our
disbursement accounts. We transfer funds from our depository accounts to our disbursement
accounts upon daily notification of checks presented for payment. Changes in book overdrafts
are reported as part of cash flows from financing activities in our consolidated statement of
cash flows. 7. DEBT
  June 30,
    
    
    December 31,2010
    
    
    2009Bank credit facilities
    
    $
    2,547,000
    
    
    $
    2,515,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,00091⁄8% senior notes due 2019
    
    
    350,000
    
    
    
    350,000$
    3,397,000
    
    
    $
    3,365,000Less: Current portion
    
    
    26,000
    
    
    
    95,000Total long-term debt
    
    $
    3,371,000
    
    
    $
    3,270,000
 Bank Credit Facilities
     10




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##### Table of Contents



New Financings
    
    
    extend the termination date with respect to $225.2 million of the revolving credit portion of the LLC credit facility
from September 30, 2011 to December 31, 2014 (or June 30, 2014 if Term Loan C under the LLC credit facility has not
been repaid or refinanced prior to June 30, 2014);
    
    maintain the termination date of September 30, 2011 with respect to $79.0 million of the revolving credit commitments;
    
    reduce the aggregate of the revolving credit commitments from $400.0
million to $304.2 million as of April 23, 2010; and
    
    permit additional incremental facility term loans in an aggregate
principal amount equal to not more than 100% of any future reductions
in the revolving credit commitments.
  
    
    the maximum senior leverage ratio, which is currently 6.0 to 1.0, will
be reduced to 5.5 to 1.0 commencing with the quarter ending December
31, 2011 and 5.0 to 1.0 commencing with the quarter ending December
31, 2012 and thereafter, so long as any revolving credit commitments
remain outstanding;
    
    the minimum interest coverage ratio will be 2.0 to 1.0 as of the last
day of any fiscal quarter ending after April 23, 2010, so long as any
revolving credit commitments remain outstanding; and
    
    after the termination of all revolving credit commitments, the maximum
senior leverage ratio will be increased to 6.0 to 1.0 and the interest
coverage ratio covenant will no longer be applicable.
    11




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##### Table of Contents




    
    increase the permitted amount of incremental facilities by $250 million; and
    
    permit additional incremental facility term loans in an aggregate principal
amount equal to not more than 50% of any future reductions in the revolving
credit commitments.
 Senior Notes
  Interest Rate Swaps
      Covenant Compliance and Debt Ratings
    12




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##### Table of Contents



Fair Value
  8 1/2% senior notes due 2015
    
    $
    485,00091⁄8% senior notes due 2019
    
    
    341,250$
    826,250Bank credit facilities
    
    $
    2,381,191
 8. STOCKHOLDERS EQUITY
 Stock Repurchase Plans
  Share-based Compensation
  Three Months Ended June 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    640
    
    
    $
    632Employee stock purchase plan
    
    
    110
    
    
    
    103Restricted stock units
    
    
    1,147
    
    
    
    1,098Total share-based compensation expense
    
    $
    1,897
    
    
    $
    1,833
   Six Months Ended June 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    1,265
    
    
    $
    1,157Employee stock purchase plan
    
    
    224
    
    
    
    233Restricted stock units
    
    
    2,283
    
    
    
    2,187Total share-based compensation expense
    
    $
    3,772
    
    
    $
    3,577
   13




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##### Table of Contents



Employee Stock Purchase Plan
  9. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v. Mediacom LLC
   Jim Knight v. Mediacom Communications Corp.
    14




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##### Table of Contents



10. INCOME TAXES
 Interim Reporting
   Other tax matters
     15




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##### Table of Contents



11. RELATED PARTY TRANSACTIONS
   12. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
     Six Months EndedJune 30,2009Revenues
    
    $
    2,722Pre-tax net income
    
    $
    863
 13. GOODWILL AND OTHER INTANGIBLE ASSETS
 Intangibles  Goodwill and Other Goodwill and Other Intangible Assets),
   16




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14. GOING PRIVATE PROPOSAL
    17




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Recent Developments
 New Financings
  Going Private Proposal
   18




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Revenues, Costs and Expenses
       Use of Non-GAAP Financial Measures
   19




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20




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Actual Results of Operations
 Three Months Ended June 30, 2010 compared to Three Months Ended June 30, 2009
  Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    377,008
    
    
    $
    364,495
    
    
    $
    12,513
    
    
    
    3.4
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    161,704
    
    
    
    153,887
    
    
    
    7,817
    
    
    
    5.1
    %Selling, general and administrative expenses
    
    
    69,104
    
    
    
    67,280
    
    
    
    1,824
    
    
    
    2.7
    %Corporate expenses
    
    
    8,443
    
    
    
    8,326
    
    
    
    117
    
    
    
    1.4
    %Depreciation and amortization
    
    
    60,601
    
    
    
    57,940
    
    
    
    2,661
    
    
    
    4.6
    %Operating income
    
    
    77,156
    
    
    
    77,062
    
    
    
    94
    
    
    
    0.1
    %Interest expense, net
    
    
    (51,883
    )
    
    
    (51,331
    )
    
    
    (552
    )
    
    
    1.1
    %(Loss) gain on derivatives, net
    
    
    (29,052
    )
    
    
    25,951
    
    
    
    (55,003
    )
    
    NMLoss on sale of cable systems, net
    
    
    
    
    
    
    (410
    )
    
    
    410
    
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    NMOther expense, net
    
    
    (1,449
    )
    
    
    (2,361
    )
    
    
    912
    
    
    
    (38.6
    %)(Loss) income before income taxes
    
    
    (6,462
    )
    
    
    48,911
    
    
    
    (55,373
    )
    
    NMBenefit from (provision for) income taxes
    
    
    2,622
    
    
    
    (14,505
    )
    
    
    17,127
    
    
    NMNet (loss) income
    
    $
    (3,840
    )
    
    $
    34,406
    
    
    $
    (38,246
    )
    
    NMAdjusted OIBDA
    
    $
    139,654
    
    
    $
    136,835
    
    
    $
    2,819
    
    
    
    2.1
    %
  Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    139,654
    
    
    $
    136,835
    
    
    $
    2,819
    
    
    
    2.1
    %Non-cash, share-based compensation
    
    
    (1,897
    )
    
    
    (1,833
    )
    
    
    (64
    )
    
    
    3.5
    %Depreciation and amortization
    
    
    (60,601
    )
    
    
    (57,940
    )
    
    
    (2,661
    )
    
    
    4.6
    %Operating income
    
    $
    77,156
    
    
    $
    77,062
    
    
    $
    94
    
    
    
    0.1
    %
  21




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##### Table of Contents



Revenues
  Three Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    232,158
    
    
    $
    233,622
    
    
    $
    (1,464
    )
    
    
    (0.6
    %)HSD
    
    
    97,325
    
    
    
    88,182
    
    
    
    9,143
    
    
    
    10.4
    %Phone
    
    
    30,804
    
    
    
    28,020
    
    
    
    2,784
    
    
    
    9.9
    %Advertising
    
    
    16,721
    
    
    
    14,671
    
    
    
    2,050
    
    
    
    14.0
    %Total Revenues
    
    $
    377,008
    
    
    $
    364,495
    
    
    $
    12,513
    
    
    
    3.4
    %
 June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,216,000
    
    
    
    1,282,000
    
    
    
    (66,000
    )
    
    
    (5.1
    %)Digital customers
    
    
    705,000
    
    
    
    658,000
    
    
    
    47,000
    
    
    
    7.1
    %HSD customers
    
    
    814,000
    
    
    
    754,000
    
    
    
    60,000
    
    
    
    8.0
    %Phone customers
    
    
    317,000
    
    
    
    267,000
    
    
    
    50,000
    
    
    
    18.7
    %RGUs (1)
    
    
    3,052,000
    
    
    
    2,961,000
    
    
    
    91,000
    
    
    
    3.1
    %Average total monthly revenue per
basic subscriber (2)
    
    $
    102.59
    
    
    $
    94.22
    
    
    $
    8.37
    
    
    
    8.9
    %
 (1)
    
    RGUs represent the total of basic subscribers and digital, HSD and phone customers.(2)
    
    Represents total average monthly revenues for the quarter divided by total average basic
subscribers for such period.       22




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
  Loss on Sale of Cable Systems, Net
  Loss on Early Extinguishment of Debt
 Capital Structure  New Financings
  23




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##### Table of Contents



Other Expense, Net
  Benefit from (Provision for) Income Taxes
  Net (Loss) Income
  Actual Results of Operations
 Six Months Ended June 30, 2010 compared to Six Months Ended June 30, 2009
  Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    745,687
    
    
    $
    724,933
    
    
    $
    20,754
    
    
    
    2.9
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    319,323
    
    
    
    306,695
    
    
    
    12,628
    
    
    
    4.1
    %Selling, general and administrative expenses
    
    
    135,478
    
    
    
    133,364
    
    
    
    2,114
    
    
    
    1.6
    %Corporate expenses
    
    
    16,701
    
    
    
    16,533
    
    
    
    168
    
    
    
    1.0
    %Depreciation and amortization
    
    
    119,901
    
    
    
    116,708
    
    
    
    3,193
    
    
    
    2.7
    %Operating income
    
    
    154,284
    
    
    
    151,633
    
    
    
    2,651
    
    
    
    1.7
    %Interest expense, net
    
    
    (101,510
    )
    
    
    (100,252
    )
    
    
    (1,258
    )
    
    
    1.3
    %(Loss) gain on derivatives, net
    
    
    (40,760
    )
    
    
    24,280
    
    
    
    (65,040
    )
    
    NMGain on sale of cable systems, net
    
    
    
    
    
    
    13,781
    
    
    
    (13,781
    )
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    
    
    
    
    (1,234
    )
    
    NMOther expense, net
    
    
    (2,501
    )
    
    
    (4,826
    )
    
    
    2,325
    
    
    
    (48.2
    %)Income before income taxes
    
    
    8,279
    
    
    
    84,616
    
    
    
    (76,337
    )
    
    
    (90.2
    %)Provision for income taxes
    
    
    (3,601
    )
    
    
    (27,848
    )
    
    
    24,247
    
    
    
    (87.1
    %)Net income
    
    $
    4,678
    
    
    $
    56,768
    
    
    $
    (52,090
    )
    
    
    (91.8
    %)Adjusted OIBDA
    
    $
    277,957
    
    
    $
    271,918
    
    
    $
    6,039
    
    
    
    2.2
    %
  24




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##### Table of Contents



Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    277,957
    
    
    $
    271,918
    
    
    $
    6,039
    
    
    
    2.2
    %Non-cash, share-based compensation
    
    
    (3,772
    )
    
    
    (3,577
    )
    
    
    (195
    )
    
    
    5.5
    %Depreciation and amortization
    
    
    (119,901
    )
    
    
    (116,708
    )
    
    
    (3,193
    )
    
    
    2.7
    %Operating income
    
    $
    154,284
    
    
    $
    151,633
    
    
    $
    2,651
    
    
    
    1.7
    %
 Revenues
  Six Months EndedJune 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    461,130
    
    
    $
    467,991
    
    
    $
    (6,861
    )
    
    
    (1.5
    %)HSD
    
    
    192,645
    
    
    
    175,088
    
    
    
    17,557
    
    
    
    10.0
    %Phone
    
    
    61,066
    
    
    
    54,620
    
    
    
    6,446
    
    
    
    11.8
    %Advertising
    
    
    30,846
    
    
    
    27,234
    
    
    
    3,612
    
    
    
    13.3
    %Total Revenues
    
    $
    745,687
    
    
    $
    724,933
    
    
    $
    20,754
    
    
    
    2.9
    %
 June 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,216,000
    
    
    
    1,282,000
    
    
    
    (66,000
    )
    
    
    (5.1
    %)Digital customers
    
    
    705,000
    
    
    
    658,000
    
    
    
    47,000
    
    
    
    7.1
    %HSD customers
    
    
    814,000
    
    
    
    754,000
    
    
    
    60,000
    
    
    
    8.0
    %Phone customers
    
    
    317,000
    
    
    
    267,000
    
    
    
    50,000
    
    
    
    18.7
    %RGUs
    
    
    3,052,000
    
    
    
    2,961,000
    
    
    
    91,000
    
    
    
    3.1
    %Average total monthly revenue per basic subscriber
    
    $
    101.29
    
    
    $
    92.94
    
    
    $
    8.35
    
    
    
    9.0
    %
       25




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
  Gain on Sale of Cable Systems, Net
  Other Expense, Net
   26




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##### Table of Contents



Loss on Early Extinguishment of Debt
 Capital Structure  New Financings
 Provision for Income Taxes
  Net Income
  Liquidity and Capital Resources
 Overview
   Net Cash Flows Provided by Operating Activities
   Net Cash Flows Used in Investing Activities
   27




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##### Table of Contents



Net Cash Flows Used in Financing Activities
 New Financings below)
  Free Cash Flow
  Six Months EndedJune 30,2010
    
    
    2009
    
    
    Change
    
    
    % ChangeCash provided by operating activities
    
    $
    166,805
    
    
    $
    167,346
    
    
    $
    (541
    )
    
    
    (0.3
    %)Capital expenditures
    
    
    (122,000
    )
    
    
    (109,173
    )
    
    
    (12,827
    )
    
    
    11.7
    %Free Cash Flow
    
    $
    44,805
    
    
    $
    58,173
    
    
    $
    (13,368
    )
    
    
    (23.0
    %)
  Capital Structure
  Bank Credit Facilities
   New Financings
   28




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##### Table of Contents



Interest Rate Swaps
  Senior Notes
  Covenant Compliance and Debt Ratings
   Contractual Obligations and Commercial Commitments
   New Financings
  InterestDebt
    
    
    Expense(1)
    
    
    TotalJuly 1, 2010 to June 30, 2011
    
    $
    26,000
    
    
    $
    193,319
    
    
    $
    219,319July 1, 2011 to June 30, 2013
    
    
    52,000
    
    
    
    373,445
    
    
    
    425,445July 1, 2013 to June 30, 2015
    
    
    1,378,750
    
    
    
    315,197
    
    
    
    1,693,947Thereafter
    
    
    1,940,250
    
    
    
    200,113
    
    
    
    2,140,363Total cash obligations
    
    $
    3,397,000
    
    
    $
    1,082,074
    
    
    $
    4,479,074
 *
    
    Refer to Note 7 of our consolidated financial statements for a discussion of the new
financings. The amounts included in the table herein reflect our contractual obligations and
commercial commitments as of June 30, 2010.(1)
    
    Interest payments on floating rate debt and interest rate swaps are estimated using
amounts outstanding, and scheduled amortization, as of June 30, 2010, and the average
interest rates applicable under such debt obligations.  29




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##### Table of Contents



Critical Accounting Policies
  Goodwill and Other Intangible Assets
 ,
     Inflation and Changing Prices
   30




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
    31




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##### Table of Contents



PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULT UPON SENIOR SECURITIES
  
 ITEM 4. RESERVED
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description10.1
    
    
    Amendment No. 5, dated as of April 23, 2010, to the
Amendment and Restatement, dated as of December 16, 2004,
of the 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 (1)10.2
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom Broadband
LLC, the lenders signatory thereto and JPMorgan Chase Bank,
N.A., as administrative agent (1)10.3
    
    
    Amendment No. 4, dated as of April 23, 2010, to the Credit
Agreement, dated as of October 21, 2004, among the
operating subsidiaries of Mediacom LLC, the lenders party
thereto and JPMorgan Chase Bank, as administrative agent
for the lenders (2)10.4
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom LLC, the
lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (2)31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
 
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom
Broadband LLC and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom LLC
and incorporated herein by reference.  32




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONAugust 6, 2010
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  33




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description10.1
    
    
    Amendment No. 5, dated as of April 23, 2010, to the
Amendment and Restatement, dated as of December 16, 2004,
of the 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 (1)10.2
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom Broadband
LLC, the lenders signatory thereto and JPMorgan Chase Bank,
N.A., as administrative agent (1)10.3
    
    
    Amendment No. 4, dated as of April 23, 2010, to the Credit
Agreement, dated as of October 21, 2004, among the
operating subsidiaries of Mediacom LLC, the lenders party
thereto and JPMorgan Chase Bank, as administrative agent
for the lenders (2)10.4
    
    
    Incremental Facility Agreement, dated as of April 23, 2010,
between the operating subsidiaries of Mediacom LLC, the
lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (2)31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
 
 (1)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom
Broadband LLC and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Current Report on Form 8-K, dated April 23, 2010, of Mediacom LLC
and incorporated herein by reference.  34