##### 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, 2008
 Commission File Number: 0-29227
 Mediacom Communications Corporation
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    06-1566067(State of incorporation)
    
    (I.R.S. Employer
Identification Number)
 100 Crystal Run Road
Middletown, NY 10941  (Address of principal executive offices)
 (845) 695-2600  (Registrants telephone number)
  þ o
  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, 2008
 TABLE OF CONTENTS
 PART IItem 1. Financial Statements

4Consolidated Balance Sheets (unaudited) June 30, 2008 and December 31, 2007

4Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2008 and 2007

5Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2008 and 2007

6Notes to Consolidated Financial Statements (unaudited)

7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

14Item 3. Quantitative and Qualitative Disclosures about Market Risk

24Item 4. Controls and Procedures

24PART IIItem 1. Legal Proceedings

25Item 1A. Risk Factors

25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

25Item 3. Defaults upon Senior Securities

25Item 4. Submission of Matters to a Vote of Security Holders

25Item 5. Other Information

26Item 6. Exhibits

26Exhibit 31.1Exhibit 32.1
   2




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Cautionary Statement Regarding Forward-Looking Statements
  forward-looking
  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 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash
    
    $
    41,601
    
    
    $
    19,388Accounts receivable, net of allowance for doubtful accounts of $2,366 and $2,107
    
    
    80,228
    
    
    
    82,096Prepaid expenses and other current assets
    
    
    20,885
    
    
    
    20,692Deferred tax assets
    
    
    2,251
    
    
    
    2,424Total current assets
    
    
    144,965
    
    
    
    124,600Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,732,619 and $1,624,811
    
    
    1,452,366
    
    
    
    1,436,427Franchise rights
    
    
    1,798,188
    
    
    
    1,798,188Goodwill
    
    
    220,646
    
    
    
    220,646Subscriber lists and other intangible assets, net of accumulated amortization of $162,514
and $161,248
    
    
    9,220
    
    
    
    10,532Total investment in cable television systems
    
    
    3,480,420
    
    
    
    3,465,793Other assets, net of accumulated amortization of $23,442 and $27,172
    
    
    33,490
    
    
    
    24,817Total assets
    
    $
    3,658,875
    
    
    $
    3,615,210LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    275,744
    
    
    $
    247,485Deferred revenue
    
    
    53,367
    
    
    
    51,015Current portion of debt
    
    
    111,250
    
    
    
    94,533Total current liabilities
    
    
    440,361
    
    
    
    393,033Long-term debt
    
    
    3,137,500
    
    
    
    3,120,500Deferred tax liabilities
    
    
    345,566
    
    
    
    316,602Other non-current liabilities
    
    
    18,256
    
    
    
    38,164Total liabilities
    
    
    3,941,683
    
    
    
    3,868,299Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01par value; 300,000,000 shares authorized; 94,809,904 shares
issued and 67,610,693 shares outstanding as of June 30, 2008 and 94,293,185 shares issued
and 72,011,963 shares outstanding as of December 31, 2007
    
    
    944
    
    
    
    943Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,000,380
    
    
    
    997,404Accumulated deficit
    
    
    (1,130,946
    )
    
    
    (1,121,242
    )Treasury stock, at cost, 27,199,211 and 22,281,222 shares of Class A common stock
    
    
    (153,456
    )
    
    
    (130,464
    )Total stockholders deficit
    
    
    (282,808
    )
    
    
    (253,089
    )Total liabilities and stockholders deficit
    
    $
    3,658,875
    
    
    $
    3,615,210
 
  4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    349,501
    
    
    $
    324,734
    
    
    $
    689,179
    
    
    $
    632,609Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    145,019
    
    
    
    133,975
    
    
    
    285,562
    
    
    
    266,370Selling, general and administrative expenses
    
    
    68,005
    
    
    
    65,932
    
    
    
    134,946
    
    
    
    128,515Corporate expenses
    
    
    7,504
    
    
    
    6,932
    
    
    
    15,238
    
    
    
    13,703Depreciation and amortization
    
    
    59,641
    
    
    
    56,934
    
    
    
    119,485
    
    
    
    110,735Operating income
    
    
    69,332
    
    
    
    60,961
    
    
    
    133,948
    
    
    
    113,286Interest expense, net
    
    
    (54,035
    )
    
    
    (60,022
    )
    
    
    (108,624
    )
    
    
    (119,012
    )Gain (loss) on derivatives, net
    
    
    22,187
    
    
    
    9,214
    
    
    
    (1,886
    )
    
    
    4,819(Loss) gain on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    (170
    )
    
    
    10,781Other expense, net
    
    
    (1,983
    )
    
    
    (2,196
    )
    
    
    (3,833
    )
    
    
    (4,904
    )Income before income taxes
    
    
    35,501
    
    
    
    7,957
    
    
    
    19,435
    
    
    
    4,970Provision for income taxes
    
    
    (14,569
    )
    
    
    (14,601
    )
    
    
    (29,139
    )
    
    
    (28,495
    )Net income (loss)
    
    $
    20,932
    
    
    $
    (6,644
    )
    
    $
    (9,704
    )
    
    $
    (23,525
    )Basic  Weighted average shares outstanding
    
    
    95,137
    
    
    
    109,758
    
    
    
    96,391
    
    
    
    109,824Basic  Earnings (loss) per share
    
    $
    0.22
    
    
    $
    (0.06
    )
    
    $
    (0.10
    )
    
    $
    (0.21
    )Diluted  Weighted average shares outstanding
    
    
    97,257
    
    
    
    109,758
    
    
    
    96,391
    
    
    
    109,824Diluted  Earnings (loss) per share
    
    $
    0.22
    
    
    $
    (0.06
    )
    
    $
    (0.10
    )
    
    $
    (0.21
    )
 
  5




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   Six Months EndedJune 30,2008
    
    
    2007OPERATING ACTIVITIES:Net loss
    
    $
    (9,704
    )
    
    $
    (23,525
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    119,485
    
    
    
    110,735Loss (gain) on derivatives, net
    
    
    1,886
    
    
    
    (4,819
    )Loss (gain) on sale of cable systems, net
    
    
    170
    
    
    
    (10,781
    )Amortization of deferred financing costs
    
    
    2,638
    
    
    
    2,521Share-based compensation
    
    
    2,486
    
    
    
    2,687Deferred income taxes
    
    
    29,139
    
    
    
    28,383Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    1,698
    
    
    
    (364
    )Prepaid expenses and other assets
    
    
    535
    
    
    
    (1,265
    )Accounts payable and accrued expenses
    
    
    (15,757
    )
    
    
    (30,781
    )Deferred revenue
    
    
    2,352
    
    
    
    4,209Other non-current liabilities
    
    
    (1,627
    )
    
    
    (1,818
    )Net cash flows provided by operating activities
    
    $
    133,301
    
    
    $
    75,182INVESTING ACTIVITIES:Capital expenditures
    
    
    (134,731
    )
    
    
    (111,776
    )Acquisition of cable system
    
    
    
    
    
    
    (7,274
    )Proceeds from sales of cable systems
    
    
    
    
    
    
    22,948Net cash flows used in investing activities
    
    $
    (134,731
    )
    
    $
    (96,102
    )FINANCING ACTIVITIES:New borrowings
    
    
    566,000
    
    
    
    140,166Repayment of debt
    
    
    (532,282
    )
    
    
    (146,335
    )Repurchases of Class A common stock
    
    
    (22,389
    )
    
    
    (4,331
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    490
    
    
    
    460Financing costs
    
    
    (11,426
    )
    
    
    Other financing activities  book overdrafts
    
    
    23,250
    
    
    
    9,272Net cash flows provided by (used in) financing activities
    
    $
    23,643
    
    
    $
    (768
    )Net increase (decrease) in cash
    
    
    22,213
    
    
    
    (21,688
    )CASH, beginning of period
    
    
    19,388
    
    
    
    36,385CASH, end of period
    
    $
    41,601
    
    
    $
    14,697SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    107,177
    
    
    $
    123,049
 
  6




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. STATEMENT OF ACCOUNTING PRESENTATION AND OTHER INFORMATION
 Basis of Preparation of Unaudited Consolidated Financial Statements
 SFAS No. 157, Fair
Value Measurements.
 Reclassifications
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Fair Value Measurements.
  
    
    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.
  The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment of FASB Statement No. 115.
  7




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Business Combinations,
 Noncontrolling Interests in Consolidated
Financial Statements  an amendment of ARB No. 51.
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133.
 3. EARNINGS (LOSS) PER SHARE
 Earnings per
Share
   8




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4. PROPERTY, PLANT AND EQUIPMENT
  June 30,
    
    
    December 31,2008
    
    
    2007Cable systems, equipment and subscriber devices
    
    $
    3,006,288
    
    
    $
    2,889,287Vehicles
    
    
    70,844
    
    
    
    68,998Furniture, fixtures and office equipment
    
    
    57,796
    
    
    
    53,814Buildings and leasehold improvements
    
    
    42,500
    
    
    
    41,893Land and land improvements
    
    
    7,557
    
    
    
    7,2463,184,985
    
    
    
    3,061,238Accumulated depreciation
    
    
    (1,732,619
    )
    
    
    (1,624,811
    )Property, plant and equipment, net
    
    $
    1,452,366
    
    
    $
    1,436,427
 5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  June 30,
    
    
    December 31,2008
    
    
    2007Book overdrafts(1)
    
    $
    40,821
    
    
    $
    16,971Accrued programming costs
    
    
    40,777
    
    
    
    43,596Accrued interest
    
    
    40,724
    
    
    
    39,588Accrued payroll and benefits
    
    
    26,919
    
    
    
    25,165Accrued taxes and fees
    
    
    26,002
    
    
    
    27,678Liability under interest rate exchange agreements
    
    
    20,166
    
    
    
    Accrued property, plant and equipment
    
    
    17,896
    
    
    
    11,421Accrued service costs
    
    
    17,856
    
    
    
    18,114Subscriber advance payments
    
    
    15,725
    
    
    
    11,750Accrued telecommunications costs
    
    
    7,599
    
    
    
    15,687Accounts payable
    
    
    6,260
    
    
    
    18,611Other accrued expenses
    
    
    14,999
    
    
    
    18,904Accounts payable, accrued expenses and other current liabilities
    
    $
    275,744
    
    
    $
    247,485
 (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.  9




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6. DEBT
  June 30,
    
    
    December 31,2008
    
    
    2007Bank credit facilities
    
    $
    2,123,750
    
    
    $
    2,090,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,000Capital lease obligations
    
    
    
    
    
    
    333,248,750
    
    
    
    3,215,033Less: Current portion
    
    
    111,250
    
    
    
    94,533Total long-term debt
    
    $
    3,137,500
    
    
    $
    3,120,500
 Bank Credit Facilities
     Interest Rate Exchange Agreements
   10




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7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
  Share-based Compensation
  Three Months Ended June 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    381
    
    
    $
    475Employee stock purchase plan
    
    
    72
    
    
    
    69Restricted stock units
    
    
    718
    
    
    
    822Total share-based compensation expense
    
    $
    1,171
    
    
    $
    1,366
  Six Months Ended June 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    825
    
    
    $
    1,094Employee stock purchase plan
    
    
    145
    
    
    
    138Restricted stock units
    
    
    1,516
    
    
    
    1,455Total share-based compensation expense
    
    $
    2,486
    
    
    $
    2,687
  Employee Stock Purchase Plan
   11




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##### Table of Contents



8. COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
 Gary Ogg and Janice Ogg v. Mediacom LLC
  9. INCOME TAXES
 Accounting for
Income Taxes Interim Financial Reporting
   12




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Accounting for Uncertainty in Income Taxes 
An Interpretation of FASB Statement No. 109. Accounting for Income Taxes,
   10. RELATED PARTY TRANSACTIONS
    13




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Overview
  .
  Retransmission Consent
   Adjusted OIBDA
   14




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Actual Results of Operations
 Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007
  Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    349,501
    
    
    $
    324,734
    
    
    $
    24,767
    
    
    
    7.6
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    145,019
    
    
    
    133,975
    
    
    
    11,044
    
    
    
    8.2
    %Selling, general and administrative expenses
    
    
    68,005
    
    
    
    65,932
    
    
    
    2,073
    
    
    
    3.1
    %Corporate expenses
    
    
    7,504
    
    
    
    6,932
    
    
    
    572
    
    
    
    8.3
    %Depreciation and amortization
    
    
    59,641
    
    
    
    56,934
    
    
    
    2,707
    
    
    
    4.8
    %Operating income
    
    
    69,332
    
    
    
    60,961
    
    
    
    8,371
    
    
    
    13.7
    %Interest expense, net
    
    
    (54,035
    )
    
    
    (60,022
    )
    
    
    5,987
    
    
    
    (10.0
    %)Gain on derivatives, net
    
    
    22,187
    
    
    
    9,214
    
    
    
    12,973
    
    
    NMOther expense, net
    
    
    (1,983
    )
    
    
    (2,196
    )
    
    
    213
    
    
    
    (9.7
    %)Income before income taxes
    
    
    35,501
    
    
    
    7,957
    
    
    
    27,544
    
    
    NMProvision for income taxes
    
    
    (14,569
    )
    
    
    (14,601
    )
    
    
    32
    
    
    
    (0.2
    %)Net income (loss)
    
    $
    20,932
    
    
    $
    (6,644
    )
    
    $
    27,576
    
    
    NMAdjusted OIBDA
    
    $
    130,144
    
    
    $
    119,261
    
    
    $
    10,883
    
    
    
    9.1
    %
 Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    130,144
    
    
    $
    119,261
    
    
    $
    10,883
    
    
    
    9.1
    %Non-cash, share-based compensation
    
    
    (1,171
    )
    
    
    (1,366
    )
    
    
    195
    
    
    
    (14.3
    %)Depreciation and amortization
    
    
    (59,641
    )
    
    
    (56,934
    )
    
    
    (2,707
    )
    
    
    4.8
    %Operating income
    
    $
    69,332
    
    
    $
    60,961
    
    
    $
    8,371
    
    
    
    13.7
    %
  15




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Revenues
  Three Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    231,144
    
    
    $
    226,029
    
    
    $
    5,115
    
    
    
    2.3
    %HSD
    
    
    80,113
    
    
    
    69,405
    
    
    
    10,708
    
    
    
    15.4
    %Phone
    
    
    22,194
    
    
    
    13,281
    
    
    
    8,913
    
    
    
    67.1
    %Advertising
    
    
    16,050
    
    
    
    16,019
    
    
    
    31
    
    
    
    0.2
    %Total Revenues
    
    $
    349,501
    
    
    $
    324,734
    
    
    $
    24,767
    
    
    
    7.6
    %
 June 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,321,000
    
    
    
    1,344,000
    
    
    
    (23,000
    )
    
    
    (1.7
    %)Digital customers
    
    
    599,000
    
    
    
    532,000
    
    
    
    67,000
    
    
    
    12.6
    %HSD customers
    
    
    702,000
    
    
    
    613,000
    
    
    
    89,000
    
    
    
    14.5
    %Phone customers
    
    
    222,000
    
    
    
    144,000
    
    
    
    78,000
    
    
    
    54.2
    %RGUs (1)
    
    
    2,844,000
    
    
    
    2,633,000
    
    
    
    211,000
    
    
    
    8.0
    %Average total monthly revenue per RGU(2)
    
    $
    41.27
    
    
    $
    41.25
    
    
    $
    0.02
    
    
    
    0.0
    %
 (1)
    
    RGUs represent the total of basic subscribers and digital, HSD and phone customers.(2)
    
    Represents average monthly revenues for the quarter divided by average RGUs for such
period.        16




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Costs and Expenses
       Adjusted OIBDA
  Operating Income
   17




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Interest Expense, Net
  Loss on Derivatives, Net
  Provision for Income Taxes
  Net Income (Loss)
  Actual Results of Operations
 Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007
  Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    689,179
    
    
    $
    632,609
    
    
    $
    56,570
    
    
    
    8.9
    %Costs and expenses:Service costs (exclusive of
depreciation and amortization)
    
    
    285,562
    
    
    
    266,370
    
    
    
    19,192
    
    
    
    7.2
    %Selling, general and administrative
expenses
    
    
    134,946
    
    
    
    128,515
    
    
    
    6,431
    
    
    
    5.0
    %Corporate expenses
    
    
    15,238
    
    
    
    13,703
    
    
    
    1,535
    
    
    
    11.2
    %Depreciation and amortization
    
    
    119,485
    
    
    
    110,735
    
    
    
    8,750
    
    
    
    7.9
    %Operating income
    
    
    133,948
    
    
    
    113,286
    
    
    
    20,662
    
    
    
    18.2
    %Interest expense, net
    
    
    (108,624
    )
    
    
    (119,012
    )
    
    
    10,388
    
    
    
    (8.7
    %)(Loss) gain on derivatives, net
    
    
    (1,886
    )
    
    
    4,819
    
    
    
    (6,705
    )
    
    NM(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    10,781
    
    
    
    (10,951
    )
    
    NMOther expense, net
    
    
    (3,833
    )
    
    
    (4,904
    )
    
    
    1,071
    
    
    
    (21.8
    %)Income before income taxes
    
    
    19,435
    
    
    
    4,970
    
    
    
    14,465
    
    
    NMProvision for income taxes
    
    
    (29,139
    )
    
    
    (28,495
    )
    
    
    (644
    )
    
    
    2.3
    %Net loss
    
    $
    (9,704
    )
    
    $
    (23,525
    )
    
    $
    13,821
    
    
    
    (58.8
    %)Adjusted OIBDA
    
    $
    255,919
    
    
    $
    226,708
    
    
    $
    29,211
    
    
    
    12.9
    %
  18




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##### Table of Contents



Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    255,919
    
    
    $
    226,708
    
    
    $
    29,211
    
    
    
    12.9
    %Non-cash, share-based compensation
    
    
    (2,486
    )
    
    
    (2,687
    )
    
    
    201
    
    
    
    (7.5
    %)Depreciation and amortization
    
    
    (119,485
    )
    
    
    (110,735
    )
    
    
    (8,750
    )
    
    
    7.9
    %Operating income
    
    $
    133,948
    
    
    $
    113,286
    
    
    $
    20,662
    
    
    
    18.2
    %
 Revenues
  Six Months EndedJune 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    459,650
    
    
    $
    441,657
    
    
    $
    17,993
    
    
    
    4.1
    %HSD
    
    
    157,015
    
    
    
    134,953
    
    
    
    22,062
    
    
    
    16.3
    %Phone
    
    
    41,739
    
    
    
    24,825
    
    
    
    16,914
    
    
    
    68.1
    %Advertising
    
    
    30,775
    
    
    
    31,174
    
    
    
    (399
    )
    
    
    (1.3
    %)Total Revenues
    
    $
    689,179
    
    
    $
    632,609
    
    
    $
    56,570
    
    
    
    8.9
    %
 June 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,321,000
    
    
    
    1,344,000
    
    
    
    (23,000
    )
    
    
    (1.7
    %)Digital customers
    
    
    599,000
    
    
    
    532,000
    
    
    
    67,000
    
    
    
    12.6
    %HSD customers
    
    
    702,000
    
    
    
    613,000
    
    
    
    89,000
    
    
    
    14.5
    %Phone customers
    
    
    222,000
    
    
    
    144,000
    
    
    
    78,000
    
    
    
    54.2
    %RGUs
    
    
    2,844,000
    
    
    
    2,633,000
    
    
    
    211,000
    
    
    
    8.0
    %Average total monthly revenue per RGU
    
    $
    41.25
    
    
    $
    40.37
    
    
    $
    0.88
    
    
    
    2.2
    %
       19




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  (Loss) Gain on Derivatives, Net
   20




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##### Table of Contents



(Loss) Gain on Sale of Cable Systems, Net
  Provision for Income Taxes
 non-cash
 Net Loss
  Liquidity and Capital Resources
 Overview
   Bank Credit Facilities
    21




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##### Table of Contents



Interest Rate Exchange Agreements
 mark-to-market
  Senior Notes
  Covenant Compliance and Debt Ratings
  Operating Activities
   22




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##### Table of Contents



Investing Activities
  Financing Activities
   Contractual Obligations and Commercial Commitments
  Critical Accounting Policies
  Inflation and Changing Prices
   23




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
    24




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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
  Approximate DollarTotal Number of
    
    
    
    
    
    
    Value of Shares thatTotal Number
    
    
    
    
    
    
    Shares Purchased
    
    
    Total Dollars
    
    
    May Yet Beof Shares
    
    
    Average Price
    
    
    as Part of Publicly
    
    
    Purchased Under
    
    
    Purchased UnderPeriod
    
    Purchased
    
    
    Per Share
    
    
    Announced Program
    
    
    the Program
    
    
    the ProgramApril
    
    
    1,543,666
    
    
    $
    4.55
    
    
    
    1,543,666
    
    
    $
    7,026,410
    
    
    $
    36,000May
    
    
    441,330
    
    
    $
    5.49
    
    
    
    441,330
    
    
    
    2,424,323
    
    
    
    47,611,677
    (1)June
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,611,677Second Quarter 2008
    
    
    1,984,996
    
    
    $
    4.76
    
    
    
    1,984,996
    
    
    $
    9,450,733
    
    
    $
    47,611,677
 (1)
    
    On May 5, 2008, our Board of Directors authorized a new $50.0 million Class A common
stock repurchase program. 
 ITEM 3. DEFAULT UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Vote For
    
    Vote WithheldRocco B. Commisso
    
    
    308,099,597
    
    
    
    22,916,004Craig S. Mitchell
    
    
    329,857,021
    
    
    
    1,158,580William S. Morris III
    
    
    308,099,873
    
    
    
    22,915,728Thomas V. Reifenheiser
    
    
    312,107,621
    
    
    
    18,907,980Natale S. Ricciardi
    
    
    320,500,439
    
    
    
    10,515,162Mark E. Stephan
    
    
    311,288,467
    
    
    
    19,727,134Robert L. Winikoff
    
    
    311,398,752
    
    
    
    19,616,849
   25




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description10.1
    
    
    Incremental Facility Agreement, dated as of May 29, 2008,
between the operating subsidiaries of Mediacom Broadband LLC, the lenders
signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent
(1)31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
 
 (1)
    
    Filed on June 2, 2008 as an exhibit to the Current Report on Form 8-K, dated May 29,
2008, of Mediacom Broadband LLC and incorporated herein by reference.  26




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONAugust 8, 2008
    By:
    
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    DescriptionExhibit 31.1:
    
    Rule 13a-14(a) CertificationsExhibit 32.1:
    
    Section 1350 Certifications
  28