##### 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 March 31, 2009
 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 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 MARCH 31, 2009
 TABLE OF CONTENTS
 PART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) March 31, 2009 and December 31, 2008
    
    
    4Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2009 and 2008
    
    
    5Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24PART IIItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    26Exhibit 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
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCURRENT ASSETSCash
    
    $
    69,345
    
    
    $
    67,111Accounts
receivable, net of allowance for doubtful accounts of $1,983 and
$2,774
    
    
    79,427
    
    
    
    81,086Prepaid expenses and other current assets
    
    
    21,051
    
    
    
    17,615Deferred tax assets
    
    
    6,555
    
    
    
    8,260Assets held for sale
    
    
    
    
    
    
    1,693Total current assets
    
    
    176,378
    
    
    
    175,765Investment in cable television systems:Property, plant and equipment, net of accumulated depreciation of $1,809,304 and $1,765,319
    
    
    1,471,405
    
    
    
    1,476,287Franchise rights
    
    
    1,793,715
    
    
    
    1,793,579Goodwill
    
    
    219,991
    
    
    
    220,646Subscriber lists and other intangible assets, net of accumulated amortization of $156,353
and $155,721
    
    
    7,362
    
    
    
    7,994Assets held for sale
    
    
    
    
    
    
    10,933Total investment in cable television systems
    
    
    3,492,473
    
    
    
    3,509,439Other
assets, net of accumulated amortization of $23,282 and $21,922
    
    
    31,687
    
    
    
    33,785Total assets
    
    $
    3,700,538
    
    
    $
    3,718,989LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses and other current liabilities
    
    $
    267,997
    
    
    $
    268,574Deferred revenue
    
    
    55,075
    
    
    
    54,316Current portion of long-term debt
    
    
    134,375
    
    
    
    124,500Liabilities held for sale
    
    
    
    
    
    
    2,020Total current liabilities
    
    
    457,447
    
    
    
    449,410Long-term debt, less current portion
    
    
    3,265,625
    
    
    
    3,191,500Deferred tax liabilities
    
    
    392,288
    
    
    
    380,650Other non-current liabilities
    
    
    48,542
    
    
    
    44,073Total liabilities
    
    
    4,163,902
    
    
    
    4,065,633Commitments and contingencies (Note 8)STOCKHOLDERS DEFICITClass A common stock, $.01 par value; 300,000,000 shares authorized; 96,172,239 shares
issued and 40,240,754 shares outstanding as of March 31, 2009 and 94,984,989 shares issued
and 67,784,366 shares outstanding as of December 31, 2008
    
    
    402
    
    
    
    950Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,006,627
    
    
    
    1,004,334Accumulated deficit
    
    
    (1,176,377
    )
    
    
    (1,198,734
    )Treasury stock, at cost, 55,931,485 and 27,200,623 shares of Class A common stock
    
    
    (294,286
    )
    
    
    (153,464
    )Total stockholders deficit
    
    
    (463,364
    )
    
    
    (346,644
    )Total liabilities and stockholders deficit
    
    $
    3,700,538
    
    
    $
    3,718,989
 
  4




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
 Three Months EndedMarch 31,2009
    
    
    2008Revenues
    
    $
    360,438
    
    
    $
    339,679Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    152,808
    
    
    
    140,544Selling, general and administrative expenses
    
    
    66,084
    
    
    
    66,942Corporate expenses
    
    
    8,207
    
    
    
    7,733Depreciation and amortization
    
    
    58,394
    
    
    
    59,844Operating income
    
    
    74,945
    
    
    
    64,616Interest expense, net
    
    
    (48,921
    )
    
    
    (54,589
    )Loss on derivatives, net
    
    
    (1,671
    )
    
    
    (24,074
    )Gain (loss) on sale of cable systems, net
    
    
    13,817
    
    
    
    (170
    )Other expense, net
    
    
    (2,465
    )
    
    
    (1,849
    )Income (loss) before income taxes
    
    $
    35,705
    
    
    $
    (16,066
    )Provision for income taxes
    
    
    (13,343
    )
    
    
    (14,569
    )Net income (loss)
    
    $
    22,362
    
    
    $
    (30,635
    )Basic weighted average shares outstanding
    
    
    80,597
    
    
    
    97,645Basic earnings (loss) per share
    
    $
    0.28
    
    
    $
    (0.31
    )Diluted weighted average shares outstanding
    
    
    83,607
    
    
    
    97,645Diluted earnings (loss) per share
    
    $
    0.27
    
    
    $
    (0.31
    )
 
  5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,2009
    
    
    2008OPERATING ACTIVITIES:Net income (loss)
    
    $
    22,362
    
    
    $
    (30,635
    )Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    58,394
    
    
    
    59,844Loss on derivatives, net
    
    
    1,671
    
    
    
    24,074(Gain) loss on sale of cable systems, net
    
    
    (12,557
    )
    
    
    170Amortization of deferred financing costs
    
    
    1,360
    
    
    
    1,190Share-based compensation
    
    
    1,745
    
    
    
    1,312Deferred income taxes
    
    
    13,343
    
    
    
    14,568Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    2,783
    
    
    
    7,131Prepaid expenses and other assets
    
    
    (5,507
    )
    
    
    947Accounts
payable and accrued expenses and other current liabilities
    
    
    244
    
    
    
    (28,172
    )Deferred revenue
    
    
    759
    
    
    
    1,889Other non-current liabilities
    
    
    (147
    )
    
    
    (814
    )Net cash flows provided by operating activities
    
    $
    84,450
    
    
    $
    51,504INVESTING ACTIVITIES:Capital expenditures
    
    $
    (54,778
    )
    
    $
    (63,990
    )Net cash flows used in investing activities
    
    $
    (54,778
    )
    
    $
    (63,990
    )FINANCING ACTIVITIES:New borrowings
    
    $
    260,125
    
    
    $
    91,000Repayment of debt
    
    
    (176,124
    )
    
    
    (75,657
    )Net settlement of restricted stock units
    
    
    (1,543
    )
    
    
    (433
    )Repurchases of Class A common stock
    
    
    (110,000
    )
    
    
    (12,938
    )Other financing activities  book overdrafts
    
    
    104
    
    
    
    13,016Net cash flows (used in) provided by financing activities
    
    $
    (27,438
    )
    
    $
    14,988Net increase in cash
    
    
    2,234
    
    
    
    2,502CASH, beginning of period
    
    
    67,111
    
    
    
    19,388CASH, end of period
    
    $
    69,345
    
    
    $
    21,890SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    55,045
    
    
    $
    57,984NON-CASH TRANSACTIONS  FINANCING:Repurchase of Class A common stock exchanged for assets held for sale (Note 11)
    
    $
    29,284
    
    
    $
    
 
  6




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##### Table of Contents



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.
  Fair Value as of March 31, 2009Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Level 4
    
    
    TotalLiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    81,873
    
    
    $
    
    
    
    $
    
    
    
    $
    81,873$
    
    
    
    $
    81,873
    
    
    $
    
    
    
    $
    
    
    
    $
    81,873
  7




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##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115.
 Business Combinations,
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133.
 3. EARNINGS (LOSS) PER SHARE
 Earnings per Share,
  4. PROPERTY, PLANT AND EQUIPMENT
  March 31,
    
    
    December 31,2009
    
    
    2008Cable systems, equipment and subscriber devices
    
    $
    3,096,870
    
    
    $
    3,059,325Vehicles
    
    
    72,697
    
    
    
    72,759Furniture, fixtures and office equipment
    
    
    61,613
    
    
    
    60,028Buildings and leasehold improvements
    
    
    41,974
    
    
    
    41,941Land and land improvements
    
    
    7,555
    
    
    
    7,5533,280,709
    
    
    
    3,241,606Accumulated depreciation
    
    
    (1,809,304
    )
    
    
    (1,765,319
    )Property, plant and equipment, net
    
    $
    1,471,405
    
    
    $
    1,476,287
  8




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##### Table of Contents



Change in Estimate Useful lives
  Useful lives (in years)From
    
    ToPlant and equipment
    
    
    12
    
    
    
    16Customer premise equipment
    
    
    5
    
    
    
    7
  5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  March 31,
    
    
    December 31,2009
    
    
    2008Liability under interest rate exchange agreements
    
    $
    42,262
    
    
    $
    45,208Accrued interest
    
    
    39,779
    
    
    
    45,265Accrued programming costs
    
    
    38,910
    
    
    
    37,848Accrued payroll and benefits
    
    
    30,574
    
    
    
    30,590Accrued taxes and fees
    
    
    26,520
    
    
    
    31,198Book overdrafts(1)
    
    
    16,931
    
    
    
    16,827Accrued service costs
    
    
    16,055
    
    
    
    14,320Accrued property, plant and equipment
    
    
    15,155
    
    
    
    13,606Subscriber advance payments
    
    
    13,025
    
    
    
    11,236Accrued telecommunications costs
    
    
    6,971
    
    
    
    5,058Accounts payable
    
    
    2,943
    
    
    
    464Other accrued expenses
    
    
    18,872
    
    
    
    16,954Accounts payable, accrued expenses and other current liabilities
    
    $
    267,997
    
    
    $
    268,574
 (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
  March 31,
    
    
    December 31,2009
    
    
    2008Bank credit facilities
    
    $
    2,275,000
    
    
    $
    2,191,00077/8% senior notes due 2011
    
    
    125,000
    
    
    
    125,00091/2% senior notes due 2013
    
    
    500,000
    
    
    
    500,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,0003,400,000
    
    
    
    3,316,000Less: Current portion
    
    
    134,375
    
    
    
    124,500Total long-term debt
    
    $
    3,265,625
    
    
    $
    3,191,500
  9




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##### Table of Contents



Bank Credit Facilities
    Interest Rate Swaps
     Senior Notes
  Covenant Compliance and Debt Ratings
   10




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##### Table of Contents



7. STOCKHOLDERS DEFICIT
 Stock Repurchase Plans
  Share-based Compensation
  Three
Months Ended March 31,2009
    
    
    2008Share-based compensation expense by type of award:Employee stock options
    
    $
    525
    
    
    $
    445Employee stock purchase plan
    
    
    130
    
    
    
    73Restricted stock units
    
    
    1,090
    
    
    
    794Total share-based compensation expense
    
    $
    1,745
    
    
    $
    1,312
  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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##### Table of Contents



10. RELATED PARTY TRANSACTIONS
   11. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
      Three Months EndedMarch 31,2009
    
    
    2008Revenues
    
    $
    2,722
    
    
    $
    5,439Pre-tax net income
    
    $
    864
    
    
    $
    360
  December 31,2008Assets held for sale  current:Cash
    
    $
    53Accounts receivable, net
    
    
    1,618Prepaid and other current assets
    
    
    22Total assets held for sale  current
    
    $
    1,693Assets held for sale  long term:Property, plant and equipment, net
    
    
    6,396Franchise rights, net
    
    
    4,532Other assets
    
    
    5Total assets held for sale  long term
    
    $
    10,933Liabilities held for sale  current:Accounts payable and accrued expenses
    
    $
    2,020Total liabilities held for sale  current
    
    $
    2,020
  13




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##### Table of Contents



12. GOODWILL AND OTHER INTANGIBLE ASSETS
 Goodwill and Other Intangible Assets,
      14




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
    Recent Developments
 Morris Transaction
   Revenues, Costs and Expenses
     15




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Adjusted OIBDA
    16




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##### Table of Contents



Actual Results of Operations
 Three Months Ended March 31, 2009 compared to Three Months Ended March 31, 2008
  Three Months EndedMarch 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    360,438
    
    
    $
    339,679
    
    
    $
    20,759
    
    
    
    6.1
    %Costs and expenses:Service costs (exclusive of depreciation and amortization)
    
    
    152,808
    
    
    
    140,544
    
    
    
    12,264
    
    
    
    8.7
    %Selling, general and administrative expenses
    
    
    66,084
    
    
    
    66,942
    
    
    
    (858
    )
    
    
    (1.3
    %)Corporate expenses
    
    
    8,207
    
    
    
    7,733
    
    
    
    474
    
    
    
    6.1
    %Depreciation and amortization
    
    
    58,394
    
    
    
    59,844
    
    
    
    (1,450
    )
    
    
    (2.4
    %)Operating income
    
    
    74,945
    
    
    
    64,616
    
    
    
    10,329
    
    
    
    16.0
    %Interest expense, net
    
    
    (48,921
    )
    
    
    (54,589
    )
    
    
    5,668
    
    
    
    (10.4
    %)Loss on derivatives, net
    
    
    (1,671
    )
    
    
    (24,074
    )
    
    
    22,403
    
    
    
    (93.1
    %)Gain (loss) on sale of cable systems, net
    
    
    13,817
    
    
    
    (170
    )
    
    
    13,987
    
    
    NMOther expense, net
    
    
    (2,465
    )
    
    
    (1,849
    )
    
    
    (616
    )
    
    
    33.3
    %Income (loss) before income taxes
    
    
    35,705
    
    
    
    (16,066
    )
    
    
    51,771
    
    
    NMProvision for income taxes
    
    
    (13,343
    )
    
    
    (14,569
    )
    
    
    1,226
    
    
    
    (8.4
    %)Net income (loss)
    
    $
    22,362
    
    
    $
    (30,635
    )
    
    $
    52,997
    
    
    NMAdjusted OIBDA
    
    $
    135,084
    
    
    $
    125,772
    
    
    $
    9,312
    
    
    
    7.4
    %
 Three Months EndedMarch 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    135,084
    
    
    $
    125,772
    
    
    $
    9,312
    
    
    
    7.4
    %Non-cash, share-based compensation
    
    
    (1,745
    )
    
    
    (1,312
    )
    
    
    (433
    )
    
    
    33.0
    %Depreciation and amortization
    
    
    (58,394
    )
    
    
    (59,844
    )
    
    
    1,450
    
    
    
    (2.4
    %)Operating income
    
    $
    74,945
    
    
    $
    64,616
    
    
    $
    10,329
    
    
    
    16.0
    %
 Revenues
  Three Months EndedMarch 31,2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    234,369
    
    
    $
    228,506
    
    
    $
    5,863
    
    
    
    2.6
    %HSD
    
    
    86,906
    
    
    
    76,903
    
    
    
    10,003
    
    
    
    13.0
    %Phone
    
    
    26,600
    
    
    
    19,546
    
    
    
    7,054
    
    
    
    36.1
    %Advertising
    
    
    12,563
    
    
    
    14,724
    
    
    
    (2,161
    )
    
    
    (14.7
    %)Total Revenues
    
    $
    360,438
    
    
    $
    339,679
    
    
    $
    20,759
    
    
    
    6.1
    %
  17




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##### Table of Contents



Three Months EndedMarch 31,
    
    
    Increase/2009
    
    
    2008
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,297,000
    
    
    
    1,326,000
    
    
    
    (29,000
    )
    
    
    (2.2
    %)Digital customers
    
    
    650,000
    
    
    
    584,000
    
    
    
    66,000
    
    
    
    11.3
    %HSD customers
    
    
    748,000
    
    
    
    688,000
    
    
    
    60,000
    
    
    
    8.7
    %Phone customers
    
    
    259,000
    
    
    
    204,000
    
    
    
    55,000
    
    
    
    27.0
    %RGUs (1)
    
    
    2,954,000
    
    
    
    2,802,000
    
    
    
    152,000
    
    
    
    5.4
    %Average total monthly revenue per basic subscriber (2)
    
    $
    91.89
    
    
    $
    85.45
    
    
    $
    6.44
    
    
    
    7.5
    %
 (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.      Costs and Expenses
     18




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Adjusted OIBDA
  Operating Income
  Interest Expense, Net
  Loss on Derivatives, Net
  Gain (Loss) on Sale of Cable Systems, Net
  Other Expense, Net
  Provision for Income Taxes
  Net Income (Loss)
   19




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Liquidity and Capital Resources
 Overview
   Recent Developments in the Credit Markets
    Bank Credit Facilities
      20




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##### Table of Contents



Interest Rate Swaps
     Senior Notes
  Covenant Compliance and Debt Ratings
   Operating Activities
    21




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##### Table of Contents



Investing Activities
  Financing Activities
   Contractual Obligations and Commercial Commitments
   22




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Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets,
     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
   
 PART II
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   ApproximateTotal Number
    
    
    
    
    
    
    Dollar Value ofof Shares
    
    
    
    
    
    
    Shares thatPurchased as
    
    
    Total Dollars
    
    
    May Yet BeTotal Number
    
    
    
    
    
    
    Part of Publicly
    
    
    Purchased
    
    
    Purchasedof Shares
    
    
    Average Price
    
    
    Announced
    
    
    Under the
    
    
    Under thePeriod
    
    Purchased
    
    
    Per Share
    
    
    Program
    
    
    Program
    
    
    ProgramJanuary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,611,677February
    
    
    28,309,674
    (1)
    
    
    
    (1)
    
    
    
    
    
    
    
    
    
    
    47,611,677March
    
    
    
    
    
    
    
    

    
    
    
    
    
    
    
    
    
    
    47,611,677First
Quarter 2009
    
    
    28,309,674
    
    
    
    
    (1)
    
    
    
    
    
    
    
    
    
    $
    47,611,677
 (1)
    
    On September 7, 2008, we entered into a Share Exchange Agreement (the Exchange Agreement) with
Shivers Investments, LLC (Shivers) and Shivers Trading & Operating Company (STOC). Both STOC
and Shivers are affiliates of Morris Communications Company, LLC (Morris Communications). STOC,
Shivers and Morris Communications are controlled by William S. Morris III, who together with
another Morris Communications representative, Craig S. Mitchell, held two seats on our Board of
Directors. On February 13, 2009, we completed the Exchange Agreement pursuant to which we exchanged 100% of
the shares of stock of a wholly-owned subsidiary, which held approximately $110 million of cash and
non-strategic cable systems serving approximately 25,000 basic subscribers, for 28,309,674 shares
of Mediacom Class A common stock held by Shivers. Effective upon closing of the transaction, Messrs. Morris and Mitchell
resigned from our Board of Directors. See Note 11 in our Notes
to Consolidated Financial Statements.  24




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##### Table of Contents



ITEM 3. DEFAULT UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   25




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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
    
    Asset Transfer Agreement, dated February 11, 2009, by and
among Mediacom Communications Corporation, certain
operating subsidiaries of Mediacom LLC and the operating
subsidiaries of Mediacom Broadband LLC (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 September 7, 2008, of Mediacom
Communications Corporation and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31,
2008 of Mediacom Communications Corporation and incorporated herein by reference.  26




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##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONMay 11, 2009
    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.
    
    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
    
    Asset Transfer
Agreement, dated February 11, 2009, by and among Mediacom
Communications Corporation, certain operating subsidiaries of
Mediacom LLC and the operating subsidiaries of Medicacom Broadband
LLC (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 September
7, 2008, of Mediacom Communications Corporation and incorporated herein by reference.(2)
    
    Filed as an exhibit to the
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 of Mediacom Communications Corporation and
incorporated herein by reference.  28