##### 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 September 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. EmployerIdentification 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 SEPTEMBER 30, 2008
 TABLE OF CONTENTS
 PART IItem 1. Financial Statements

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

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

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

 
 6Notes to Consolidated Financial Statements (unaudited)

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

 
 17Item 3. Quantitative and Qualitative Disclosures about Market Risk

 
 30Item 4. Controls and Procedures

 
 30PART IIItem 1. Legal Proceedings

 
 30Item 1A. Risk Factors

 
 30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 
 30Item 3. Defaults upon Senior Securities

 
 30Item 4. Submission of Matters to a Vote of Security Holders

 
 30Item 5. Other Information

 
 30Item 6. Exhibits

 
 31Exhibit 31.1Exhibit 32.1
   2




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##### Table of Contents



Cautionary Statement Regarding Forward-Looking Statements
    3




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##### Table of Contents



PART I
 
 ITEM 1. FINANCIAL STATEMENTS
 MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 
 September 30,
    
    
    December 31,2008
    
    
    2007ASSETSCURRENT ASSETSCash
    
    $
    33,324
    
    
    $
    19,388Accounts
receivable, net of allowance for doubtful accounts of $2,339 and
$2,067
    
    
    82,121
    
    
    
    81,509Prepaid expenses and other current assets
    
    
    21,360
    
    
    
    20,630Deferred tax assets
    
    
    2,495
    
    
    
    2,424Total current assets
    
    
    139,300
    
    
    
    123,951Investment in cable television systems:Property,
plant and equipment, net of accumulated depreciation of $1,717,247 and $1,564,583
    
    
    1,457,962
    
    
    
    1,412,139Franchise rights
    
    
    1,793,657
    
    
    
    1,793,549Goodwill
    
    
    220,646
    
    
    
    220,646Subscriber lists and other intangible assets, net of accumulated amortization of $155,082
and $153,184
    
    
    8,825
    
    
    
    10,532Total investment in cable television systems
    
    
    3,481,090
    
    
    
    3,436,866Other assets, net of accumulated amortization of $24,997 and $27,172
    
    
    38,523
    
    
    
    24,817Assets held for sale
    
    
    28,661
    
    
    
    29,576Total assets
    
    $
    3,687,574
    
    
    $
    3,615,210LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    278,827
    
    
    $
    246,915Deferred revenue
    
    
    53,927
    
    
    
    51,015Current portion of debt
    
    
    117,875
    
    
    
    94,533Total current liabilities
    
    
    450,629
    
    
    
    392,463Long-term debt
    
    
    3,142,125
    
    
    
    3,120,500Deferred tax liabilities
    
    
    360,304
    
    
    
    316,602Other non-current liabilities
    
    
    12,454
    
    
    
    38,164Liabilities held for sale
    
    
    1,369
    
    
    
    570Total liabilities
    
    
    3,966,881
    
    
    
    3,868,299Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01par value; 300,000,000 shares authorized; 94,842,654 shares
issued and 67,642,031 shares outstanding as of September 30, 2008 and 94,293,185
shares issued
and 72,011,963 shares outstanding as of December 31, 2007
    
    
    948
    
    
    
    943Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares
issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,001,686
    
    
    
    997,404Accumulated deficit
    
    
    (1,128,747
    )
    
    
    (1,121,242
    )Treasury stock, at cost, 27,200,623 and 22,281,222 shares of Class A common stock
    
    
    (153,464
    )
    
    
    (130,464
    )Total stockholders deficit
    
    
    (279,307
    )
    
    
    (253,089
    )Total liabilities and stockholders deficit
    
    $
    3,687,574
    
    
    $
    3,615,210
 
  4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    352,553
    
    
    $
    328,252
    
    
    $
    1,041,732
    
    
    $
    960,861Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    148,714
    
    
    
    137,555
    
    
    
    434,276
    
    
    
    404,060Selling, general and administrative expenses
    
    
    71,117
    
    
    
    68,634
    
    
    
    206,064
    
    
    
    197,149Corporate expenses
    
    
    7,762
    
    
    
    6,654
    
    
    
    23,000
    
    
    
    20,222Depreciation and amortization
    
    
    53,781
    
    
    
    59,970
    
    
    
    173,266
    
    
    
    170,705Operating income
    
    
    71,179
    
    
    
    55,439
    
    
    
    205,126
    
    
    
    168,725Interest expense, net
    
    
    (54,678
    )
    
    
    (61,185
    )
    
    
    (163,302
    )
    
    
    (180,196
    )Gain (loss) on derivatives, net
    
    
    6,006
    
    
    
    (13,791
    )
    
    
    4,122
    
    
    
    (8,972
    )Gain (loss) on sale of cable systems, net
    
    
    
    
    
    
    545
    
    
    
    (170
    )
    
    
    11,326Other expense, net
    
    
    (5,816
    )
    
    
    (1,150
    )
    
    
    (9,650
    )
    
    
    (6,054
    )Income (loss) from operations before income taxes
    
    
    16,691
    
    
    
    (20,142
    )
    
    
    36,126
    
    
    
    (15,171
    )Provision for income taxes
    
    
    (14,494
    )
    
    
    (14,591
    )
    
    
    (43,632
    )
    
    
    (43,086
    )Net income (loss)
    
    $
    2,197
    
    
    $
    (34,733
    )
    
    $
    (7,506
    )
    
    $
    (58,257
    )Basic  Weighted average shares outstanding
    
    
    94,628
    
    
    
    108,013
    
    
    
    95,803
    
    
    
    109,220Basic  Earnings (loss) per share
    
    $
    0.02
    
    
    $
    (0.32
    )
    
    $
    (0.08
    )
    
    $
    (0.53
    )Diluted  Weighted average shares outstanding
    
    
    96,916
    
    
    
    108,013
    
    
    
    95,803
    
    
    
    109,220Diluted  Earnings (loss) per share
    
    $
    0.02
    
    
    $
    (0.32
    )
    
    $
    (0.08
    )
    
    $
    (0.53
    )
 
  5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Nine Months EndedSeptember 30,2008
    
    
    2007OPERATING ACTIVITIES:Net loss
    
    $
    (7,506
    )
    
    $
    (58,257
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    173,266
    
    
    
    170,705(Gain) loss on derivatives, net
    
    
    (4,122
    )
    
    
    8,972Loss (gain) on sale of cable systems, net
    
    
    170
    
    
    
    (11,326
    )Amortization of deferred financing costs
    
    
    3,653
    
    
    
    3,817Share-based compensation
    
    
    3,931
    
    
    
    4,006Deferred income taxes
    
    
    43,632
    
    
    
    42,919Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    (865
    )
    
    
    (4,603
    )Prepaid expenses and other assets
    
    
    (4,267
    )
    
    
    (3,905
    )Accounts payable and accrued expenses
    
    
    (20,135
    )
    
    
    (9,900
    )Deferred revenue
    
    
    2,912
    
    
    
    4,048Other non-current liabilities
    
    
    (2,444
    )
    
    
    (2,727
    )Net cash flows provided by operating activities
    
    $
    188,225
    
    
    $
    143,749INVESTING ACTIVITIES:Capital expenditures
    
    
    (217,057
    )
    
    
    (182,803
    )Acquisition of cable system
    
    
    
    
    
    
    (7,274
    )Proceeds from sales of cable systems
    
    
    
    
    
    
    32,448Net cash flows used in investing activities
    
    $
    (217,057
    )
    
    $
    (157,629
    )FINANCING ACTIVITIES:New borrowings
    
    
    689,000
    
    
    
    298,525Repayment of debt
    
    
    (644,032
    )
    
    
    (256,400
    )Repurchases of Class A common stock
    
    
    (22,389
    )
    
    
    (39,035
    )Proceeds from issuance of common stock in employee stock purchase plan
    
    
    490
    
    
    
    460Financing costs
    
    
    (10,887
    )
    
    
    Other financing activities (including book overdrafts)
    
    
    30,586
    
    
    
    (10,592
    )Net cash flows provided by (used in) financing activities
    
    $
    42,768
    
    
    $
    (7,042
    )Net increase (decrease) in cash
    
    
    13,936
    
    
    
    (20,922
    )CASH, beginning of period
    
    
    19,388
    
    
    
    36,385CASH, end of period
    
    $
    33,324
    
    
    $
    15,463SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    166,956
    
    
    $
    196,623
 
  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
 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,
 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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##### Table of Contents



4. PROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2008
    
    
    2007Cable systems, equipment and subscriber devices
    
    $
    2,998,898
    
    
    $
    2,808,187Vehicles
    
    
    68,769
    
    
    
    67,468Furniture, fixtures and office equipment
    
    
    58,393
    
    
    
    53,005Buildings and leasehold improvements
    
    
    41,636
    
    
    
    40,880Land and land improvements
    
    
    7,513
    
    
    
    7,1823,175,209
    
    
    
    2,976,722Accumulated depreciation
    
    
    (1,717,247
    )
    
    
    (1,564,583
    )Property, plant and equipment, net
    
    $
    1,457,962
    
    
    $
    1,412,139
 Change in Estimate Useful lives
  Useful lives (in years)From
    
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
   9




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5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  September 30,
    
    
    December 31,2008
    
    
    2007Book overdrafts(1)
    
    $
    48,302
    
    
    $
    16,971Accrued programming costs
    
    
    37,542
    
    
    
    43,596Accrued interest
    
    
    36,818
    
    
    
    39,588Accrued payroll and benefits
    
    
    25,577
    
    
    
    25,165Accrued taxes and fees
    
    
    25,048
    
    
    
    27,617Accrued property, plant and equipment
    
    
    22,731
    
    
    
    11,588Liability under interest rate exchange agreements
    
    
    21,486
    
    
    
    Accrued service costs
    
    
    19,113
    
    
    
    18,114Subscriber advance payments
    
    
    11,323
    
    
    
    11,471Accrued telecommunications costs
    
    
    9,010
    
    
    
    15,687Accounts payable
    
    
    5,928
    
    
    
    18,528Other accrued expenses
    
    
    15,949
    
    
    
    18,590Accounts payable, accrued expenses and other current liabilities
    
    $
    278,827
    
    
    $
    246,915
 (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. 6. DEBT
  September 30,
    
    
    December 31,2008
    
    
    2007Bank credit facilities
    
    $
    2,135,000
    
    
    $
    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
    
    
    
    
    
    
    333,260,000
    
    
    
    3,215,033Less: Current portion
    
    
    117,875
    
    
    
    94,533Total long-term debt
    
    $
    3,142,125
    
    
    $
    3,120,500
 Bank Credit Facilities
   10




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##### Table of Contents



Interest Rate Exchange Agreements
    7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
   11




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##### Table of Contents



Share-based Compensation
  Three Months EndedSeptember 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    365
    
    
    $
    428Employee stock purchase plan
    
    
    79
    
    
    
    73Restricted stock units
    
    
    1,000
    
    
    
    818Total share-based compensation expense
    
    $
    1,444
    
    
    $
    1,319
 Nine Months EndedSeptember 30,2008
    
    
    2007Share-based compensation expense by type of award:Employee stock options
    
    $
    1,191
    
    
    $
    1,521Employee stock purchase plan
    
    
    224
    
    
    
    211Restricted stock units
    
    
    2,516
    
    
    
    2,274Total share-based compensation expense
    
    $
    3,931
    
    
    $
    4,006
   Employee Stock Purchase Plan
   12




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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
   13




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##### Table of Contents



Accounting for Uncertainty in Income Taxes -
An Interpretation of FASB Statement No. 109. Accounting for Income Taxes,
   10. RELATED PARTY TRANSACTIONS
   11. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
    14




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    5,726
    
    
    $
    5,435
    
    
    $
    16,822
    
    
    $
    16,017Pre-tax net income
    
    $
    774
    
    
    $
    479
    
    
    $
    1,643
    
    
    $
    1,556
  September 30,
    
    
    December 31,2008
    
    
    2007Assets held for sale:Cash
    
    $
    28
    
    
    $
    Accounts receivable, net
    
    
    670
    
    
    
    587Prepaid and other current assets
    
    
    133
    
    
    
    62Property, plant and equipment, net
    
    
    23,343
    
    
    
    24,288Franchise rights, net
    
    
    4,487
    
    
    
    4,639Total assets held for sale
    
    $
    28,661
    
    
    $
    29,576Liabilities held for sale:Accounts payable and accrued expenses
    
    $
    1,369
    
    
    $
    570Total liabilities held for sale
    
    $
    1,369
    
    
    $
    570
   15




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##### Table of Contents



12. GOODWILL AND OTHER INTANGIBLE ASSETS
 Goodwill and Other Intangible Assets,
      16




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Overview
  .
  Revenues, Costs and Expenses
     17




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Adjusted OIBDA
   Retransmission Consent
    18




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##### Table of Contents



Actual Results of Operations
 Three Months Ended September 30, 2008 compared to Three Months Ended September 30, 2007
  Three Months EndedSeptember 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    352,553
    
    
    $
    328,252
    
    
    $
    24,301
    
    
    
    7.4
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    148,714
    
    
    
    137,555
    
    
    
    11,159
    
    
    
    8.1
    %Selling, general and administrative expenses
    
    
    71,117
    
    
    
    68,634
    
    
    
    2,483
    
    
    
    3.6
    %Corporate expenses
    
    
    7,762
    
    
    
    6,654
    
    
    
    1,108
    
    
    
    16.7
    %Depreciation and amortization
    
    
    53,781
    
    
    
    59,970
    
    
    
    (6,189
    )
    
    
    (10.3
    %)Operating income
    
    
    71,179
    
    
    
    55,439
    
    
    
    15,740
    
    
    
    28.4
    %Interest expense, net
    
    
    (54,678
    )
    
    
    (61,185
    )
    
    
    6,507
    
    
    
    (10.6
    %)Gain (loss) on derivatives, net
    
    
    6,006
    
    
    
    (13,791
    )
    
    
    19,797
    
    
    NMGain on sale of cable systems, net
    
    
    
    
    
    
    545
    
    
    
    (545
    )
    
    NMOther expense, net
    
    
    (5,816
    )
    
    
    (1,150
    )
    
    
    (4,666
    )
    
    NMIncome from continuing operations before income taxes
    
    
    16,691
    
    
    
    (20,142
    )
    
    
    36,833
    
    
    NMProvision for income taxes
    
    
    (14,494
    )
    
    
    (14,591
    )
    
    
    97
    
    
    
    (0.7
    %)Net income (loss)
    
    $
    2,197
    
    
    $
    (34,733
    )
    
    $
    36,930
    
    
    NMAdjusted OIBDA
    
    $
    126,404
    
    
    $
    116,728
    
    
    $
    9,676
    
    
    
    8.3
    %
 September 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    126,404
    
    
    $
    116,728
    
    
    $
    9,676
    
    
    
    8.3
    %Non-cash, share-based compensation
    
    
    (1,444
    )
    
    
    (1,319
    )
    
    
    (125
    )
    
    
    9.5
    %Depreciation and amortization
    
    
    (53,781
    )
    
    
    (59,970
    )
    
    
    6,189
    
    
    
    (10.3
    %)Operating income
    
    $
    71,179
    
    
    $
    55,439
    
    
    $
    15,740
    
    
    
    28.4
    %
  19




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##### Table of Contents



Revenues
  Three Months EndedSeptember 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    229,545
    
    
    $
    225,887
    
    
    $
    3,658
    
    
    
    1.6
    %HSD
    
    
    82,447
    
    
    
    70,528
    
    
    
    11,919
    
    
    
    16.9
    %Phone
    
    
    23,697
    
    
    
    14,443
    
    
    
    9,254
    
    
    
    64.1
    %Advertising
    
    
    16,864
    
    
    
    17,394
    
    
    
    (530
    )
    
    
    (3.0
    %)Total Revenues
    
    $
    352,553
    
    
    $
    328,252
    
    
    $
    24,301
    
    
    
    7.4
    %
 September 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,324,000
    
    
    
    1,331,000
    
    
    
    (7,000
    )
    
    
    (0.5
    %)Digital customers
    
    
    624,000
    
    
    
    541,000
    
    
    
    83,000
    
    
    
    15.3
    %HSD customers
    
    
    726,000
    
    
    
    636,000
    
    
    
    90,000
    
    
    
    14.2
    %Phone customers
    
    
    239,000
    
    
    
    165,000
    
    
    
    74,000
    
    
    
    44.8
    %RGUs (1)
    
    
    2,913,000
    
    
    
    2,673,000
    
    
    
    240,000
    
    
    
    9.0
    %Average total monthly revenue per basic subscriber (2)
    
    $
    88.86
    
    
    $
    81.81
    
    
    $
    7.05
    
    
    
    8.6
    %
 (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.       20




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain (Loss) on Derivatives, Net
   21




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##### Table of Contents



Other Expense, Net
 Liquidity and Capital Resources
 Provision for Income Taxes
  Net Income (Loss)
  Actual Results of Operations
 Nine Months Ended September 30, 2008 compared to Nine Months Ended September 30, 2007
  Nine Months EndedSeptember 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    1,041,732
    
    
    $
    960,861
    
    
    $
    80,871
    
    
    
    8.4
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    434,276
    
    
    
    404,060
    
    
    
    30,216
    
    
    
    7.5
    %Selling, general and administrative expenses
    
    
    206,064
    
    
    
    197,149
    
    
    
    8,915
    
    
    
    4.5
    %Corporate expenses
    
    
    23,000
    
    
    
    20,222
    
    
    
    2,778
    
    
    
    13.7
    %Depreciation and amortization
    
    
    173,266
    
    
    
    170,705
    
    
    
    2,561
    
    
    
    1.5
    %Operating income
    
    
    205,126
    
    
    
    168,725
    
    
    
    36,401
    
    
    
    21.6
    %Interest expense, net
    
    
    (163,302
    )
    
    
    (180,196
    )
    
    
    16,894
    
    
    
    (9.4
    %)Gain (loss) on derivatives, net
    
    
    4,122
    
    
    
    (8,972
    )
    
    
    13,094
    
    
    NM(Loss) gain on sale of cable systems, net
    
    
    (170
    )
    
    
    11,326
    
    
    
    (11,496
    )
    
    NMOther expense, net
    
    
    (9,650
    )
    
    
    (6,054
    )
    
    
    (3,596
    )
    
    
    59.4
    %Income from continuing operations before income taxes
    
    
    36,126
    
    
    
    (15,171
    )
    
    
    51,297
    
    
    NMProvision for income taxes
    
    
    (43,632
    )
    
    
    (43,086
    )
    
    
    (546
    )
    
    
    1.3
    %Net loss
    
    $
    (7,506
    )
    
    $
    (58,257
    )
    
    $
    50,751
    
    
    
    (87.1
    %)Adjusted OIBDA
    
    $
    382,323
    
    
    $
    343,436
    
    
    $
    38,887
    
    
    
    11.3
    %
  22




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##### Table of Contents



September 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    382,323
    
    
    $
    343,436
    
    
    $
    38,887
    
    
    
    11.3
    %Non-cash, share-based compensation
    
    
    (3,931
    )
    
    
    (4,006
    )
    
    
    75
    
    
    
    (1.9
    %)Depreciation and amortization
    
    
    (173,266
    )
    
    
    (170,705
    )
    
    
    (2,561
    )
    
    
    1.5
    %Operating income
    
    $
    205,126
    
    
    $
    168,725
    
    
    $
    36,401
    
    
    
    21.6
    %
  Nine Months EndedSeptember 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    689,194
    
    
    $
    667,544
    
    
    $
    21,650
    
    
    
    3.2
    %HSD
    
    
    239,463
    
    
    
    205,481
    
    
    
    33,982
    
    
    
    16.5
    %Phone
    
    
    65,436
    
    
    
    39,268
    
    
    
    26,168
    
    
    
    66.6
    %Advertising
    
    
    47,639
    
    
    
    48,568
    
    
    
    (929
    )
    
    
    (1.9
    %)Total Revenues
    
    $
    1,041,732
    
    
    $
    960,861
    
    
    $
    80,871
    
    
    
    8.4
    %
 September 30,
    
    
    Increase/2008
    
    
    2007
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,324,000
    
    
    
    1,331,000
    
    
    
    (7,000
    )
    
    
    (0.5
    %)Digital customers
    
    
    624,000
    
    
    
    541,000
    
    
    
    83,000
    
    
    
    15.3
    %HSD customers
    
    
    726,000
    
    
    
    636,000
    
    
    
    90,000
    
    
    
    14.2
    %Phone customers
    
    
    239,000
    
    
    
    165,000
    
    
    
    74,000
    
    
    
    44.8
    %RGUs
    
    
    2,913,000
    
    
    
    2,673,000
    
    
    
    240,000
    
    
    
    9.0
    %Average total monthly revenue per basic subscriber
    
    $
    87.42
    
    
    $
    78.76
    
    
    $
    8.66
    
    
    
    11.0
    %
       23




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##### Table of Contents



Costs and Expenses
     Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Gain (Loss) on Derivatives, Net
  (Loss) Gain on Sale of Cable Systems, Net
   24




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##### Table of Contents



Other Expense, Net
 Liquidity and Capital Resources
 Provision for Income Taxes
  Net Loss
  Liquidity and Capital Resources
 Overview
   Recent Developments in the Credit Markets
    25




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##### Table of Contents



Bank Credit Facilities
      Interest Rate Exchange Agreements
    26




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##### Table of Contents



Senior Notes
  Covenant Compliance and Debt Ratings
  Operating Activities
   Investing Activities
     27




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##### Table of Contents



Financing Activities
   Contractual Obligations and Commercial Commitments
  Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
    28




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##### Table of Contents



Inflation and Changing Prices
   29




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   
 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   30




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##### Table of Contents



ITEM 6. EXHIBITS
 ExhibitNumber
    
    Exhibit Description2.1
    
    

Share Exchange Agreement, dated as of September 7, 2008, by and between Mediacom Communications Corporation,
Shivers Investments, LLC, and Shivers Trading & Operating Company (1)2.2
    
    
    Significant Stockholder Agreement, dated as of September 7, 2008 by and between Mediacom Communications
Corporation and Rocco B. Commisso (1)31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
 (1)
    
    Filed on September 10, 2008 as an exhibit to the Current Report on Form 8-K, dated September 7, 2008, of Mediacom
Communications Corporation and incorporated herein by reference.  31




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONNovember 7, 2008
    By:
    /s/ Mark E. StephanMark E. StephanExecutive Vice President and Chief Financial Officer  32




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    DescriptionExhibit 2.1:
    
    Share Exchange Agreement, dated as of September 7, 2008, by and between Mediacom Communications Corporation,
Shivers Investments, LLC, and Shivers Trading & Operating Company (1)Exhibit 2.2:
    
    Significant Stockholder Agreement, dated as of September 7, 2008 by and between Mediacom Communications
Corporation and Rocco B. Commisso (1)Exhibit 31.1:
    
    Rule 13a-14(a) CertificationsExhibit 32.1:
    
    Section 1350 Certifications
  (1)
    
    Filed on September 10, 2008 as an exhibit to the Current Report on Form 8-K, dated September 7, 2008, of Mediacom
Communications Corporation and incorporated herein by reference.  33