##### 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, 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 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, 2010
 TABLE OF CONTENTS
 PagePART IItem 1. Financial Statements
    
    
    4Consolidated Balance Sheets (unaudited) September 30, 2010 and December 31, 2009
    
    
    4Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2010 and 2009
    
    
    5Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 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;
 
    
    our ability to refinance
future debt maturities or provide future funding for general
corporate purposes and 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
  September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    127,927
    
    
    $
    80,916Restricted cash and cash equivalents
    
    
    15,001
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $2,965 and $2,180
    
    
    85,630
    
    
    
    86,337Prepaid expenses and other current assets
    
    
    26,221
    
    
    
    17,030Deferred tax assets
    
    
    24,098
    
    
    
    22,616Total current assets
    
    $
    278,877
    
    
    $
    206,899Property, plant and equipment, net of accumulated depreciation of $2,128,954 and $1,965,091
    
    
    1,480,598
    
    
    
    1,478,489Franchise rights
    
    
    1,793,715
    
    
    
    1,793,715Goodwill
    
    
    219,991
    
    
    
    219,991Subscriber lists and other intangible assets, net of accumulated amortization of $154,434and $152,552
    
    
    3,590
    
    
    
    5,472Other assets, net of accumulated amortization of $16,888 and $13,961
    
    
    54,904
    
    
    
    50,468Deferred income taxes  non current
    
    
    220,331
    
    
    
    222,695Total assets
    
    $
    4,052,006
    
    
    $
    3,977,729LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities
    
    $
    252,830
    
    
    $
    268,575Deferred revenue
    
    
    56,880
    
    
    
    56,996Current portion of long-term debt
    
    
    26,000
    
    
    
    95,000Total current liabilities
    
    $
    335,710
    
    
    $
    420,571Long-term debt, less current portion
    
    
    3,364,500
    
    
    
    3,270,000Other non-current liabilities
    
    
    81,059
    
    
    
    22,130Total liabilities
    
    $
    3,781,269
    
    
    $
    3,712,701Commitments and contingencies (Note 9)STOCKHOLDERS EQUITYClass A common stock, $.01 par value; 300,000,000 shares authorized; 97,340,305 shares
issued and 41,150,217 shares outstanding as of September 30, 2010 and 96,554,912 shares
issued
and 40,621,955 shares outstanding as of December 31, 2009
    
    $
    412
    
    
    $
    406Class B common stock, $.01 par value; 100,000,000 shares authorized; 27,001,944 shares issued
and outstanding
    
    
    270
    
    
    
    270Additional paid-in capital
    
    
    1,019,787
    
    
    
    1,013,517Accumulated deficit
    
    
    (453,996
    )
    
    
    (454,670
    )Treasury stock, at cost, 56,190,088 and 55,932,957 shares of Class A common stock
    
    
    (295,736
    )
    
    
    (294,495
    )Total stockholders equity
    
    $
    270,737
    
    
    $
    265,028Total liabilities and stockholders equity
    
    $
    4,052,006
    
    
    $
    3,977,729
   4




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MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    374,352
    
    
    $
    363,383
    
    
    $
    1,120,039
    
    
    $
    1,088,316Costs and expenses:Service
costs (exclusive of depreciation and amortization)
    
    
    164,297
    
    
    
    156,477
    
    
    
    483,620
    
    
    
    463,172Selling, general and administrative expenses
    
    
    71,267
    
    
    
    69,122
    
    
    
    206,745
    
    
    
    202,487Corporate expenses
    
    
    8,509
    
    
    
    8,307
    
    
    
    25,210
    
    
    
    24,840Depreciation and amortization
    
    
    59,968
    
    
    
    58,528
    
    
    
    179,870
    
    
    
    175,236Operating income
    
    
    70,311
    
    
    
    70,949
    
    
    
    224,594
    
    
    
    222,581Interest expense, net
    
    
    (51,413
    )
    
    
    (53,020
    )
    
    
    (152,923
    )
    
    
    (153,272
    )(Loss) gain on derivatives, net
    
    
    (22,885
    )
    
    
    (5,236
    )
    
    
    (63,645
    )
    
    
    19,044Gain on sale of cable systems, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,781Loss on early extinguishment of debt
    
    
    
    
    
    
    (5,899
    )
    
    
    (1,234
    )
    
    
    (5,899
    )Other expense, net
    
    
    (2,736
    )
    
    
    (2,289
    )
    
    
    (5,236
    )
    
    
    (7,115
    )(Loss) income before income taxes
    
    $
    (6,723
    )
    
    $
    4,505
    
    
    $
    1,556
    
    
    $
    89,120Benefit from (provision for) income taxes
    
    
    2,719
    
    
    
    (14,505
    )
    
    
    (882
    )
    
    
    (42,352
    )Net (loss) income
    
    $
    (4,004
    )
    
    $
    (10,000
    )
    
    $
    674
    
    
    $
    46,768Basic weighted average shares outstanding
    
    
    68,152
    
    
    
    67,458
    
    
    
    68,004
    
    
    
    71,830Basic (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    (0.15
    )
    
    $
    0.01
    
    
    $
    0.65Diluted weighted average shares outstanding
    
    
    68,152
    
    
    
    67,458
    
    
    
    71,917
    
    
    
    75,074Diluted (loss) earnings per share
    
    $
    (0.06
    )
    
    $
    (0.15
    )
    
    $
    0.01
    
    
    $
    0.62
   5




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##### Table of Contents



MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine Months EndedSeptember 30,2010
    
    
    2009OPERATING ACTIVITIES:Net income
    
    $
    674
    
    
    $
    46,768Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization
    
    
    179,870
    
    
    
    175,236Loss (gain) on derivatives, net
    
    
    63,645
    
    
    
    (19,044
    )Loss on early extinguishment of debt
    
    
    1,234
    
    
    
    3,707Gain on sale of cable systems, net
    
    
    
    
    
    
    (12,147
    )Amortization of deferred financing costs
    
    
    5,000
    
    
    
    3,887Share-based compensation
    
    
    5,669
    
    
    
    5,384Deferred income taxes
    
    
    882
    
    
    
    42,352Changes in assets and liabilities, net of effects from acquisitions:Accounts receivable, net
    
    
    707
    
    
    
    (5,326
    )Prepaid expenses and other assets
    
    
    (7,891
    )
    
    
    (3,855
    )Accounts payable, accrued expenses and other current liabitilties
    
    
    (2,620
    )
    
    
    5,998Deferred revenue
    
    
    (116
    )
    
    
    3,237Other non-current liabilities
    
    
    (444
    )
    
    
    (443
    )Net cash flows provided by operating activities
    
    $
    246,610
    
    
    $
    245,754INVESTING ACTIVITIES:Capital expenditures
    
    
    (180,312
    )
    
    
    (167,153
    )Investment in restricted cash and cash equivalents (Note 1)
    
    
    (15,001
    )
    
    
    Net cash flows used in investing activities
    
    $
    (195,313
    )
    
    $
    (167,153
    )FINANCING ACTIVITIES:New borrowings
    
    
    1,323,750
    
    
    
    1,360,250Repayment of debt
    
    
    (1,298,250
    )
    
    
    (1,026,250
    )Issuance of senior notes
    
    
    
    
    
    
    350,000Redemption of senior notes
    
    
    
    
    
    
    (625,000
    )Net settlement of restricted stock units
    
    
    (1,241
    )
    
    
    (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
    )
    
    
    (23,896
    )Other financing activities  book overdrafts
    
    
    (12,580
    )
    
    
    696Net cash flows used in financing activities
    
    $
    (4,286
    )
    
    $
    (75,170
    )Net change in cash and cash equivalents
    
    $
    47,011
    
    
    $
    3,431CASH AND CASH EQUIVALENTS, beginning of period
    
    
    80,916
    
    
    
    67,111CASH AND CASH EQUIVALENTS, end of period
    
    $
    127,927
    
    
    $
    70,542SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts capitalized
    
    $
    156,953
    
    
    $
    167,040NON-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
   Restricted cash and cash equivalents
  2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 Improving
Disclosures about Fair Value Measurements Fair Value Measurements and Disclosures
  7




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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.
  Fair Value as of September 30, 2010(dollars in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInterest rate exchange agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    LiabilitiesInterest rate exchange agreements
    
    $
    
    
    
    $
    114,010
    
    
    $
    
    
    
    $
    114,010Interest
rate exchange agreements  liabilities, net
    
    $
    
    
    
    $
    114,010
    
    
    $
    
    
    
    $
    114,010
  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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5. PROPERTY, PLANT AND EQUIPMENT
  September 30,
    
    
    December 31,2010
    
    
    2009Cable systems, equipment and subscriber
devices
    
    $
    3,416,736
    
    
    $
    3,252,864Vehicles
    
    
    72,304
    
    
    
    75,494Furniture, fixtures and office equipment
    
    
    68,652
    
    
    
    64,099Buildings and leasehold improvements
    
    
    44,225
    
    
    
    43,493Land and land improvements
    
    
    7,635
    
    
    
    7,6303,609,552
    
    
    
    3,443,580Accumulated depreciation
    
    
    (2,128,954
    )
    
    
    (1,965,091
    )Property, plant and equipment, net
    
    $
    1,480,598
    
    
    $
    1,478,489
 6. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
  September 30,
    
    
    December 31,2010
    
    
    2009Liabilities under interest rate exchange agreements
    
    $
    40,074
    
    
    $
    40,591Accrued programming costs
    
    
    39,556
    
    
    
    34,917Accrued payroll and benefits
    
    
    33,093
    
    
    
    31,451Accrued taxes and fees
    
    
    30,604
    
    
    
    30,611Accrued interest
    
    
    26,275
    
    
    
    30,310Subscriber advance payments
    
    
    15,795
    
    
    
    15,563Accrued service costs
    
    
    14,462
    
    
    
    17,751Accrued property, plant and equipment
    
    
    13,665
    
    
    
    12,188Accounts payable
    
    
    12,117
    
    
    
    13,287Book overdrafts(1)
    
    
    4,698
    
    
    
    17,305Accrued telecommunications
    
    
    3,052
    
    
    
    5,105Other accrued expenses
    
    
    19,439
    
    
    
    19,496Accounts payable, accrued expenses and other
current liabilities
    
    $
    252,830
    
    
    $
    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 net cash flows used in
financing activities in our Consolidated Statement of Cash Flows.  9




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7. DEBT
  September 30,
    
    
    December 31,2010
    
    
    2009Bank credit facilities
    
    $
    2,540,500
    
    
    $
    2,515,00081/2% senior notes due 2015
    
    
    500,000
    
    
    
    500,00091/8% senior notes due 2019
    
    
    350,000
    
    
    
    350,000$
    3,390,500
    
    
    $
    3,365,000Less: Current portion
    
    
    26,000
    
    
    
    95,000Total long-term debt
    
    $
    3,364,500
    
    
    $
    3,270,000
 Bank Credit Facilities
    New Financings
    10




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
    
    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 increase to 6.0 to 1.0 and the interest coverage ratio covenant will no longer be
applicable.
    
    
    increase the permitted amount of incremental facilities by $250.0 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.
  11




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Senior Notes
  Interest Rate Swaps
      Covenant Compliance and Debt Ratings
    12




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Fair Value
  Bank credit facilities
    
    $
    2,463,7858 1/2% senior notes due 2015
    
    $
    514,0639 1/8% senior notes due 2019
    
    
    363,125$
    877,188
 8. STOCKHOLDERS EQUITY
 Stock Repurchase Plans
  Share-based Compensation
  Three Months EndedSeptember 30,2010
    
    
    2009Share-based compensation expense by type of
award:Employee stock options
    
    $
    644
    
    
    $
    598Employee stock purchase plan
    
    
    112
    
    
    
    112Restricted stock units
    
    
    1,142
    
    
    
    1,095Total share-based compensation expense
    
    $
    1,898
    
    
    $
    1,805
   Nine Months Ended 
September 30,2010
    
    
    2009Share-based compensation expense by type of award:Employee stock options
    
    $
    1,908
    
    
    $
    1,756Employee stock purchase plan
    
    
    336
    
    
    
    345Restricted stock units
    
    
    3,425
    
    
    
    3,283Total share-based compensation expense
    
    $
    5,669
    
    
    $
    5,384
   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.
 Colleen Witmer v. Mediacom Communications Corporation et al., J.
Malcolm Gray v. Mediacom Communications Corporation et al. Haverhill Retirement System v.
Mediacom Communications Corporation et al.
   14




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10. INCOME TAXES
 Interim Reporting
 Income Taxes
    Other tax matters
    11. RELATED PARTY TRANSACTIONS
    15




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12. REPURCHASE OF MEDIACOM CLASS A COMMON STOCK
     Nine Months EndedSeptember 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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17




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
     Recent Developments
 New Financings
   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 September 30, 2010 compared to Three Months Ended September 30, 2009
  Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    374,352
    
    
    $
    363,383
    
    
    $
    10,969
    
    
    
    3.0
    %Costs and expenses:Service
costs (exclusive of depreciation and amortization)
    
    
    164,297
    
    
    
    156,477
    
    
    
    7,820
    
    
    
    5.0
    %Selling, general and administrative expenses
    
    
    71,267
    
    
    
    69,122
    
    
    
    2,145
    
    
    
    3.1
    %Corporate expenses
    
    
    8,509
    
    
    
    8,307
    
    
    
    202
    
    
    
    2.4
    %Depreciation and amortization
    
    
    59,968
    
    
    
    58,528
    
    
    
    1,440
    
    
    
    2.5
    %Operating income
    
    
    70,311
    
    
    
    70,949
    
    
    
    (638
    )
    
    
    (0.9
    %)Interest expense, net
    
    
    (51,413
    )
    
    
    (53,020
    )
    
    
    1,607
    
    
    
    (3.0
    %)Loss on derivatives, net
    
    
    (22,885
    )
    
    
    (5,236
    )
    
    
    (17,649
    )
    
    NMLoss on early extinguishment of debt
    
    
    
    
    
    
    (5,899
    )
    
    
    5,899
    
    
    NMOther expense, net
    
    
    (2,736
    )
    
    
    (2,289
    )
    
    
    (447
    )
    
    
    19.5
    %(Loss) income before income taxes
    
    
    (6,723
    )
    
    
    4,505
    
    
    
    (11,228
    )
    
    NMBenefit from (provision for) income taxes
    
    
    2,719
    
    
    
    (14,505
    )
    
    
    17,224
    
    
    NMNet loss
    
    $
    (4,004
    )
    
    $
    (10,000
    )
    
    $
    5,996
    
    
    
    (60.0
    %)Adjusted OIBDA
    
    $
    132,177
    
    
    $
    131,282
    
    
    $
    895
    
    
    
    0.7
    %
  Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    132,177
    
    
    $
    131,282
    
    
    $
    895
    
    
    
    0.7
    %Non-cash, share-based compensation
    
    
    (1,898
    )
    
    
    (1,805
    )
    
    
    (93
    )
    
    
    5.2
    %Depreciation and amortization
    
    
    (59,968
    )
    
    
    (58,528
    )
    
    
    (1,440
    )
    
    
    2.5
    %Operating income
    
    $
    70,311
    
    
    $
    70,949
    
    
    $
    (638
    )
    
    
    (0.9
    %)
  21




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##### Table of Contents



Revenues
  Three Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    228,865
    
    
    $
    231,407
    
    
    $
    (2,542
    )
    
    
    (1.1
    %)HSD
    
    
    97,954
    
    
    
    89,252
    
    
    
    8,702
    
    
    
    9.7
    %Phone
    
    
    30,797
    
    
    
    28,641
    
    
    
    2,156
    
    
    
    7.5
    %Advertising
    
    
    16,736
    
    
    
    14,083
    
    
    
    2,653
    
    
    
    18.8
    %Total Revenues
    
    $
    374,352
    
    
    $
    363,383
    
    
    $
    10,969
    
    
    
    3.0
    %
 September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,203,000
    
    
    
    1,263,000
    
    
    
    (60,000
    )
    
    
    (4.8
    %)Digital customers
    
    
    717,000
    
    
    
    665,000
    
    
    
    52,000
    
    
    
    7.8
    %HSD customers
    
    
    827,000
    
    
    
    765,000
    
    
    
    62,000
    
    
    
    8.1
    %Phone customers
    
    
    324,000
    
    
    
    274,000
    
    
    
    50,000
    
    
    
    18.2
    %RGUs (1)
    
    
    3,071,000
    
    
    
    2,967,000
    
    
    
    104,000
    
    
    
    3.5
    %Average total
monthly revenue per
basic subscriber
(2)
    
    $
    103.17
    
    
    $
    95.19
    
    
    $
    7.98
    
    
    
    8.4
    %
 (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 on Derivatives, Net
  Loss on Early Extinguishment of Debt
   23




---



##### Table of Contents



Other Expense, Net
  Benefit from (Provision for) Income Taxes
  Net Loss
  Actual Results of Operations
 Nine Months Ended September 30, 2010 compared to Nine Months Ended September 30, 2009
  Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeRevenues
    
    $
    1,120,039
    
    
    $
    1,088,316
    
    
    $
    31,723
    
    
    
    2.9
    %Costs and expenses:Service
costs (exclusive of depreciation and amortization)
    
    
    483,620
    
    
    
    463,172
    
    
    
    20,448
    
    
    
    4.4
    %Selling, general and administrative expenses
    
    
    206,745
    
    
    
    202,487
    
    
    
    4,258
    
    
    
    2.1
    %Corporate expenses
    
    
    25,210
    
    
    
    24,840
    
    
    
    370
    
    
    
    1.5
    %Depreciation and amortization
    
    
    179,870
    
    
    
    175,236
    
    
    
    4,634
    
    
    
    2.6
    %Operating income
    
    
    224,594
    
    
    
    222,581
    
    
    
    2,013
    
    
    
    0.9
    %Interest expense, net
    
    
    (152,923
    )
    
    
    (153,272
    )
    
    
    349
    
    
    
    (0.2
    %)(Loss) gain on derivatives, net
    
    
    (63,645
    )
    
    
    19,044
    
    
    
    (82,689
    )
    
    NMGain on sale of cable systems, net
    
    
    
    
    
    
    13,781
    
    
    
    (13,781
    )
    
    NMLoss on early extinguishment of debt
    
    
    (1,234
    )
    
    
    (5,899
    )
    
    
    4,665
    
    
    NMOther expense, net
    
    
    (5,236
    )
    
    
    (7,115
    )
    
    
    1,879
    
    
    
    (26.4
    %)Income before income taxes
    
    
    1,556
    
    
    
    89,120
    
    
    
    (87,564
    )
    
    
    NMProvision for income taxes
    
    
    (882
    )
    
    
    (42,352
    )
    
    
    41,470
    
    
    
    NMNet income
    
    $
    674
    
    
    $
    46,768
    
    
    $
    (46,094
    )
    
    
    NMAdjusted OIBDA
    
    $
    410,133
    
    
    $
    403,201
    
    
    $
    6,932
    
    
    
    1.7
    %
  24




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##### Table of Contents



Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeAdjusted OIBDA
    
    $
    410,133
    
    
    $
    403,201
    
    
    $
    6,932
    
    
    
    1.7
    %Non-cash, share-based compensation
    
    
    (5,669
    )
    
    
    (5,384
    )
    
    
    (285
    )
    
    
    5.3
    %Depreciation and amortization
    
    
    (179,870
    )
    
    
    (175,236
    )
    
    
    (4,634
    )
    
    
    2.6
    %Operating income
    
    $
    224,594
    
    
    $
    222,581
    
    
    $
    2,013
    
    
    
    0.9
    %
 Revenues
  Nine Months EndedSeptember 30,2010
    
    
    2009
    
    
    $ Change
    
    
    % ChangeVideo
    
    $
    689,995
    
    
    $
    699,398
    
    
    $
    (9,403
    )
    
    
    (1.3
    %)HSD
    
    
    290,599
    
    
    
    264,339
    
    
    
    26,260
    
    
    
    9.9
    %Phone
    
    
    91,864
    
    
    
    83,260
    
    
    
    8,604
    
    
    
    10.3
    %Advertising
    
    
    47,581
    
    
    
    41,319
    
    
    
    6,262
    
    
    
    15.2
    %Total Revenues
    
    $
    1,120,039
    
    
    $
    1,088,316
    
    
    $
    31,723
    
    
    
    2.9
    %
 September 30,
    
    
    Increase/2010
    
    
    2009
    
    
    (Decrease)
    
    
    % ChangeBasic subscribers
    
    
    1,203,000
    
    
    
    1,263,000
    
    
    
    (60,000
    )
    
    
    (4.8
    %)Digital customers
    
    
    717,000
    
    
    
    665,000
    
    
    
    52,000
    
    
    
    7.8
    %HSD customers
    
    
    827,000
    
    
    
    765,000
    
    
    
    62,000
    
    
    
    8.1
    %Phone customers
    
    
    324,000
    
    
    
    274,000
    
    
    
    50,000
    
    
    
    18.2
    %RGUs
    
    
    3,071,000
    
    
    
    2,967,000
    
    
    
    104,000
    
    
    
    3.5
    %Average total
monthly revenue per
basic subscriber
    
    $
    101.97
    
    
    $
    93.70
    
    
    $
    8.27
    
    
    
    8.8
    %
      25




---



##### 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
   26




---



##### Table of Contents



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




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##### Table of Contents



Net Cash Flows Used in Investing Activities
  Net Cash Flows Used in Financing Activities
 New Financings below)
  Free Cash Flow
  Nine Months EndedSeptember 30,2010
    
    
    2009
    
    

$
Change
    
    
    % ChangeCash provided by operating activities
    
    $
    246,610
    
    
    $
    245,754
    
    
    $
    856
    
    
    
    0.3
    %Capital expenditures
    
    
    (180,312
    )
    
    
    (167,153
    )
    
    
    (13,159
    )
    
    
    7.9
    %Free Cash Flow
    
    $
    66,298
    
    
    $
    78,601
    
    
    $
    (12,303
    )
    
    
    (15.7
    %)
  Capital Structure
  Bank Credit Facilities
    28




---



##### Table of Contents



New Financings
  Interest Rate Swaps
  Senior Notes
  Covenant Compliance and Debt Ratings
   Contractual Obligations and Commercial Commitments
   New Financings
  29




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##### Table of Contents



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 in our Notes to 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 amortizations, as of June 30, 2010 and the average interest
rates applicable under such debt obligations. Critical Accounting Policies
  Goodwill and Other Intangible Assets
 Intangibles  Goodwill and Other ,
     30




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##### Table of Contents



Inflation and Changing Prices
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
    31




---



##### 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 Description31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  32




---



##### Table of Contents



SIGNATURES
  MEDIACOM COMMUNICATIONS CORPORATIONNovember 8, 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 Description31.1
    
    
    Rule 13a-14(a) Certifications32.1
    
    
    Section 1350 Certifications
  34