##### Table of Contents





UNITED
    STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
      ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the fiscal year ended December 31,
    2009
  Commission File Numbers:
    333-72440
 333-72440-01
 Mediacom Broadband
    LLC
 Mediacom Broadband
    Corporation*
 (Exact names of Registrants as
    specified in their charters)
  Delaware

06-1615412Delaware

06-1630167(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Numbers)  100 Crystal Run Road
 Middletown, New York 10941
 (Address of principal executive
    offices)
  (845) 695-2600
 (Registrants telephone
    number)
 Securities registered pursuant to Section 12(b) of the
    Exchange Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Exchange Act:
 None
  o þ
  þ o
  o þ
    Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K.
  Rule 12b-2
  Large accelerated filer
    o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      *
    
    Mediacom Broadband Corporation meets the conditions set forth in
    General Instruction I (1) (a) and (b) of
    Form 10-K
    and is therefore filing this form with the reduced disclosure
    format.




---



##### 





MEDIACOM
    BROADBAND LLC
  2009
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


32Item 2.


Properties


32Item 3.


Legal Proceedings


32Item 4.


Reserved


32PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


33Item 6.


Selected Financial Data


33Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


35Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


51Item 8.


Financial Statements and Supplementary Data


52Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


76Item 9A.


Controls and Procedures


76Item 9B.


Other Information


78PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


78Item 11.


Executive Compensation


80Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


80Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


80Item 14.


Principal Accounting Fees and Services


81PART IVItem 15.


Exhibits, Financial Statement Schedules


82EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Form 10-K
     2




---



##### 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 properties;
    our ability to generate sufficient cash flow to meet our debt
    service obligations;
    fluctuations in short term interest rates which may cause our
    interest expense to vary from quarter to quarter;
    volatility in the capital and credit markets, which may impact
    our ability to refinance future debt maturities or provide
    funding for potential strategic transactions, on similar terms
    as we currently experience; and
    other risks and uncertainties discussed in this Annual Report
    for the year ended December 31, 2009 and other reports or
    documents that we file from time to time with the SEC.   3




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Mediacom
    Communications Corporation
      (845) 695-2600
  Mediacom
    Broadband LLC
    Form 10-K, Form 10-Q, Form 8-K Form 10-K
  2009
    Developments
  Share
    Exchange Agreement between MCC and an affiliate of Morris
    Communications
      Asset
    Transfer Agreement with MCC and Mediacom LLC
   4




---



##### Table of Contents



Description
    of Our Cable Systems
  Overview
    2009


2008


2007


2006


2005Operating Data:Core VideoEstimated homes
    passed(1)


1,514,000



1,484,000



1,476,000



1,474,000



1,460,000Basic
    subscribers(2)


690,000



717,000



720,000



751,000



773,000Basic
    penetration(3)


45.6
%


48.3
%


48.8
%


50.9
%


52.9
%Digital CableDigital
    customers(4)


378,000



355,000



317,000



304,000



289,000Digital
    penetration(5)


54.8
%


49.5
%


44.0
%


40.5
%


37.4
%High Speed DataHSD
    customers(6)


428,000



400,000



359,000



320,000



266,000HSD
    penetration(7)


28.3
%


27.0
%


24.3
%


21.7
%


18.2
%PhoneEstimated marketable phone
    homes(8)


1,465,000



1,406,000



1,400,000



1,350,000



1,200,000Phone
    customers(9)


152,000



134,000



106,000



71,000



17,500Phone
    penetration(10)


10.4
%


9.5
%


7.6
%


5.3
%


1.5
%Revenue Generating
    Units(11)


1,648,000



1,606,000



1,502,000



1,446,000



1,345,500     (1)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by our cable
    distribution network. Estimated homes passed are based on the
    best information currently available.(2)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable services. Accounts that are billed on
    a bulk basis, which typically receive discounted rates, are
    converted into full-price equivalent basic subscribers by
    dividing total bulk billed basic revenues of a particular system
    by average cable rate charged to basic subscribers in that
    system. This conversion method is generally consistent with the
    methodology used in determining payments made to programmers.
    Basic subscribers include connections to schools, libraries,
    local government offices and employee households that may not be
    charged for limited and expanded cable services, but may be
    charged for digital cable, HSD, phone or other services. Our
    methodology of calculating the number of basic subscribers may
    not be identical to those used by other companies offering
    similar services.(3)
    
    Represents basic subscribers as a percentage of estimated homes
    passed.(4)
    
    Represents customers receiving digital video services.(5)
    
    Represents digital customers as a percentage of basic
    subscribers. 5




---



##### Table of Contents



(6)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    are converted to equivalent residential HSD customers by
    dividing their associated revenues by the applicable residential
    rate. Customers who take our scalable, fiber-based enterprise
    network products and services are not counted as HSD customers.
    Our methodology of calculating HSD customers may not be
    identical to those used by other companies offering similar
    services.(7)
    
    Represents the number of total HSD customers as a percentage of
    estimated homes passed by our cable distribution network.(8)
    
    Represents the estimated number of homes to which we offer phone
    service, and is based upon the best information currently
    available.(9)
    
    Represents customers receiving phone service. Small to
    medium-sized commercial accounts are converted to equivalent
    residential phone customers by dividing their associated
    revenues by the applicable residential rate. Our methodology of
    calculating phone customers may not be identical to those used
    by other companies offering similar services.(10)
    
    Represents the number of total phone customers as a percentage
    of our estimated marketable phone homes.(11)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.  Our
    Service Areas
    Products
    and Services
  pay-per-view video-on-demand
       6




---



##### Table of Contents



Video
  line-ups
  Broadcast Basic Service. over-the-air
  Family Basic Service.
    Digital Service.
  Video-On-Demand. pay-per-view
  High-Definition Television.
  Digital Video Recorders.
  and/or
  Mediacom
    Online
   7




---



##### Table of Contents



Mediacom
    Phone
      Mediacom
    Business Services
  point-to-point
  Advertising
      Marketing
    and Sales
  door-to-door
 8




---



##### Table of Contents



Customer
    Care
    Contact
    Centers
    Field
    Operations
    Technology
        Community
    Relations
   9




---



##### Table of Contents



Cable in the Classroom not-for-profit
    Franchises
          Sources
    of Supply
  Programming
     10




---



##### Table of Contents



Set-Top
    Boxes, Program Guides and Network Equipment
    HSD
    and Phone Connectivity
    Phone
    Competition
    Direct
    Broadcast Satellite Providers
   11




---



##### Table of Contents



Local
    Telephone Companies
    fiber-to-the-node fiber-to-the-home
  Wireless
    Communication Companies
      Traditional
    Overbuilds
   12




---



##### Table of Contents



Other
    Competition
  Video
    HSD
    Phone
  IP-based IP-based
  Advertising
    Employees
   13




---



##### Table of Contents



Legislation
    and Regulation
  General
    Cable
    System Operations and Cable Services
  Federal
    Regulation
    Content
    Regulations
  Must
    Carry and Retransmission Consent
        line-up,
   14




---



##### Table of Contents



Availability
    of Digital Broadcast Signals
        Program
    Tiering
    a la carte
  Tier Buy
    Through
    Use of
    Our Cable Systems by the Government and Unrelated Third
    Parties
   15




---



##### Table of Contents



Ownership
    Limitations
    Cable
    Equipment
  tm
   16




---



##### Table of Contents



video-on-demand, pay-per-view
    IP-based
  Pole
    Attachment Regulation
  rights-of-way
     17




---



##### Table of Contents



Multiple
    Dwelling Unit Building Wiring
    Copyright
  line-ups
   18




---



##### Table of Contents



Privacy
    and Data Security
     19




---



##### Table of Contents



and/or e-commerce,
  State
    and Local Regulation
  Franchise
    Matters
  rights-of-way.
  
    franchise fees;
    franchise term;
    system construction and maintenance obligations;
    system channel capacity;
    design and technical performance;
    customer service standards;
    sale or transfer of the franchise; and
    territory of the franchise.  and/or and/or
  HSD
    Service
  Federal
    Regulation
   20




---



##### Table of Contents



Network
    Neutrality
      Recovery
    Act Stimulus Program
    National
    Broadband Plan
   21




---



##### Table of Contents



Digital
    Millennium Copyright Act
    Privacy
  Privacy and Data Security Cable System Operations and Cable Services
  International
    Law
    State
    and Local Regulation
    Voice-over-Internet
    Protocol Telephony Service
  Federal
    Law
  voice-over-Internet
   22




---



##### Table of Contents



Federal
    regulatory obligations
  E-911,
  Privacy
  Privacy and Data
    Security Cable System Operations and Cable
    Services
  State
    and Local Regulation
   23




---



##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  Risks
    Related to our Operations
  Our
    products and services face increasing competition that could
    adversely affect our business, financial condition and results
    of operations.
        and/or dial-up
    Weak
    economic conditions may adversely impact our business, financial
    condition and results of operations.
    We may
    be unable to keep pace with rapid technological change that
    could adversely affect our business and our results of
    operations.
   24




---



##### Table of Contents



The
    continuing increases in programming costs may have an adverse
    affect on our results of operations.
      We may
    be unable to secure necessary hardware, software,
    telecommunications and operational support that may impair our
    ability to provision and service our customers and adversely
    affect our business.
  and/or
  We
    depend on network and information systems and other
    technologies. A disruption or failure in such systems and
    technologies, or in our ability to transition from one system to
    another, could have a material adverse affect on our business,
    financial condition and results of operations.
   25




---



##### Table of Contents



Our
    business depends on certain intellectual property rights and on
    not infringing on the intellectual property rights of
    others.
  and/or and/or and/or
  The
    loss of key personnel by Mediacom could have a material adverse
    effect on our business.
    Risks
    Related to our Financial Condition
  We are
    exposed to risks caused by disruptions in the capital and credit
    markets, which could have an adverse affect on our business,
    financial condition and results of operations.
   26




---



##### Table of Contents



We
    have substantial debt, we are highly leveraged and we have
    significant interest payments and debt repayments, which could
    limit our operational flexibility and have an adverse affect on
    our financial condition and results of operations.
    
    limit our ability to obtain additional financing in the future
    for working capital, capital expenditures or acquisitions;
    limit our ability to refinance our indebtedness on terms
    acceptable to us or at all;
    limit our ability to adapt to changing market conditions;
    restrict us from making strategic acquisitions or cause us to
    make divestitures;
    require us to dedicate a significant portion of our cash flow
    from operations to paying the principal of and interest on our
    indebtedness;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the communications industry generally;
    place us at a competitive disadvantage compared with competitors
    that have a less significant debt burden; and
    make us more vulnerable to economic downturns and limit our
    ability to withstand competitive pressures.  and/or
      We are
    a holding company, and if our operating subsidiaries are unable
    to make funds available to us, we may not be able to fund our
    indebtedness and other obligations.
     27




---



##### Table of Contents



A
    default under the credit facility or senior note indenture
    could result in an acceleration of our indebtedness and other
    material adverse effects.
        and/or
  A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may increase our future borrowing costs and
    reduce our access to capital.
   28




---



##### Table of Contents



We
    have a history of net losses and we may continue to generate net
    losses in the future.
    We may
have to fund MCC's cash tax payments if its ability to use its net
operating loss carryforwards ("NOLs") to reduce its federal income
tax liability is limited because of a change in its ownership.
    and/or
  Impairment
    of our goodwill and other intangible assets could cause
    significant losses.
     Intangibles  Goodwill and Other
    (ASC 350)
   29




---



##### Table of Contents



Risks
    Related to Legislative and Regulatory Matters
  Changes
    in government regulation could adversely impact our
    business.
    Denials
    of franchise renewals or continued absence of franchise parity
    can adversely impact our business.
      Changes
    in carriage requirements could impose additional cost burdens on
    us.
    Pending
    FCC and court proceedings could adversely affect our HSD
    service.
   30




---



##### Table of Contents



Our
    phone service may become subject to additional
    regulation.
  Voice-over-Internet-Protocol
  Changes
    in pole attachment regulations or actions by pole owners could
    significantly increased our pole attachment costs.
    Changes
    in compulsory copyright regulations could significantly increase
    our license fees.
    Risks
    Related to Mediacoms Chairman and Chief Executive
    Officers Controlling Position
  Mediacoms
    Chairman and Chief Executive Officer has the ability to control
    all major corporate decisions, and a sale of his stock could
    result in a change of control that would have unpredictable
    effects.
     31




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS  Jim Knight v.
    Mediacom Communications Corp.
    ITEM 4.
    RESERVED 32




---



##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    ITEM 6.
    SELECTED
    FINANCIAL DATA      Year Ended December 31,2009


2008


2007


2006(10)


2005(Amounts in thousands, expect per share data and operating
    data)(Unaudited)Statement of Operations Data:Revenues

$
833,843


$
786,035


$
727,462


$
681,243


$
613,116Costs and expenses:Service costs


340,632



318,040



298,103



270,396



239,199Selling, general and administrative expenses


166,079



168,337



159,314



151,538



138,201Management fee expense  parent


15,487



15,076



13,371



12,647



12,239Depreciation and amortization


116,048



113,634



116,678



107,152



115,314Operating income


195,597



170,948



139,996



139,510



108,163Interest expense, net


(112,474
)


(113,846
)


(120,673
)


(109,869
)


(97,282
)Loss on early extinguishment of debt














(31,207
)


Gain on sale of cable systems, net










2,249







Gain (loss) on derivatives, net


16,717



(31,030
)


(12,946
)


(8,718
)


6,638Other expense, net


(5,000
)


(5,409
)


(3,352
)


(4,954
)


(6,516
)Net income (loss)

$
94,840


$
20,663


$
5,274


$
(15,238
)

$
11,003Balance Sheet Data (end of period):Total assets

$
2,343,835


$
2,444,113


$
2,368,687


$
2,324,799


$
2,285,055Total debt

$
1,855,000


$
1,796,000


$
1,709,533


$
1,596,243


$
1,418,370Total stockholders equity

$
147,928


$
296,463


$
320,190


$
415,355


$
564,614Cash Flow Data:Net cash flows provided by (used in):Operating activities

$
212,238


$
131,619


$
71,063


$
64,411


$
105,038Investing activities

$
(125,620
)

$
(138,839
)

$
(112,743
)

$
(103,217
)

$
(108,100
)Financing activities

$
(90,444
)

$
13,646


$
38,737


$
43,683


$
1,074Other Data:Adjusted
    OIBDA(1)

$
312,842


$
285,396


$
257,631


$
247,914


$
223,695Adjusted OIBDA
    margin(2)


37.5
%


36.3
%


35.4
%


36.4
%


36.5
%Ratio of earnings to fixed
    charges and preferred dividends(3)


1.56



1.01











 33




---



##### Table of Contents



Year Ended December 31,2009


2008


2007


2006(10)


2005(Amounts in thousands, expect per share data and operating
    data)(Unaudited)Operating Data: (end of period)Estimated homes
    passed(4)


1,514,000



1,484,000



1,476,000



1,474,000



1,460,000Basic
    subscribers(5)


690,000



717,000



720,000



751,000



773,000Digital
    customers(6)


378,000



355,000



317,000



304,000



289,000HSD
    customers(7)


428,000



400,000



359,000



320,000



266,000Phone
    customers(8)


152,000



134,000



106,000



71,000



17,500RGUs(9)


1,648,000



1,606,000



1,502,000



1,446,000



1,345,500     (1)
    
    Adjusted OIBDA is not a financial measure calculated
    in accordance with generally accepted accounting principles
    (GAAP) in the United States. We define Adjusted OIBDA as
    operating income before depreciation and amortization and
    non-cash, share-based compensation charges.Adjusted OIBDA is one of the primary measures used by management
    to evaluate our performance and to forecast future results. It
    is also a significant performance measure in our annual
    incentive compensation programs. We believe Adjusted OIBDA is
    useful for investors because it enables them to access our
    performance in a manner similar to the methods used by
    management, and provides a measure that can be used to analyze,
    value and compare the companies in the cable industry, which may
    have different depreciation and amortization policies, as well
    as different non-cash, share-based compensation programs.
    Adjusted OIBDA and similar measures are used in calculating
    compliance with the covenants of our debt arrangements. A
    limitation of Adjusted OIBDA, however, is that it excludes
    depreciation and amortization, which represents the periodic
    costs of certain capitalized tangible and intangible assets used
    in generating revenues in our business. Management utilizes a
    separate process to budget, measure and evaluate capital
    expenditures. In addition, Adjusted OIBDA has the limitation of
    not reflecting the effect of our non-cash, share-based
    compensation charges.Adjusted OIBDA should not be regarded as an alternative to
    either operating income or net income (loss) as an indicator of
    operating performance nor should it be considered in isolation
    or a substitute for financial measures prepared in accordance
    with GAAP. We believe that operating income is the most directly
    comparable GAAP financial measure to Adjusted OIBDA.The following represents a reconciliation of Adjusted OIBDA to
    operating income, which is the most directly comparable GAAP
    measure (dollars in thousands):  Year Ended December 31,2009


2008


2007


2006


2005Adjusted OIBDA

$
312,842


$
285,396


$
257,631


$
247,914


$
223,695Non-cash, share-based compensation
    charges(a)


(1,197
)


(814
)


(957
)


(1,252
)


(218
)Depreciation and amortization


(116,048
)


(113,634
)


(116,678
)


(107,152
)


(115,314
)Operating income

$
195,597


$
170,948


$
139,996


$
139,510


$
108,163   (a)
    Includes approximately $8, $9, $10, $206 and $1 for the years
    ended December 31, 2009, 2008, 2007, 2006 and 2005,
    respectively, related to the issuance of other share-based
    awards.  (2)
    
    Represents Adjusted OIBDA as a percentage of revenues. See
    Note 1 above.(3)
    
    The ratio of earnings to fixed charges and preferred dividends was 1.56 and 1.01 for the years
    ended December 31, 2009 and 2008, respectively. Earnings were insufficient to
    cover fixed charges by $13.7 million, $34.0 million
    and $7.7 million for the years ended December 31,
    2007, 2006 and 2005, respectively. Refer to Exhibit 12.1 to this
    Annual Report for additional information.(4)
    
    Represents the estimated number of single residence homes,
    apartments and condominium units passed by our cable
    distribution network. Estimated homes passed are based on the
    best information currently available. 34




---



##### Table of Contents



(5)
    
    Represents a dwelling with one or more television sets that
    receives a package of
    over-the-air
    broadcast stations, local access channels or certain
    satellite-delivered cable services. Accounts that are billed on
    a bulk basis, which typically receive discounted rates, are
    converted into full-price equivalent basic subscribers by
    dividing total bulk billed basic revenues of a particular system
    by the average cable rate charged to basic subscribers in that
    system. This conversion method is generally consistent with the
    methodology used in determining payments to programmers. Basic
    subscribers include connections to schools, libraries, local
    government offices and employee households that may not be
    charged for limited and expanded cable services, but may be
    charged for digital cable, HSD, phone or other services. Our
    methodology of calculating the number of basic subscribers may
    not be identical to those used by other companies offering
    similar services.(6)
    
    Represents customers receiving digital video services.(7)
    
    Represents residential HSD customers and small to medium-sized
    commercial cable modem accounts billed at higher rates than
    residential customers. Small to medium-sized commercial accounts
    are converted to equivalent residential HSD customers by
    dividing their associated revenues by the applicable residential
    rate. Customers who take our scalable, fiber-based enterprise
    network products and services are not counted as HSD customers.
    Our methodology of calculating HSD customers may not be
    identical to those used by other companies offering similar
    services.(8)
    
    Represents customers receiving phone service. Small to
    medium-sized commercial accounts are converted to equivalent
    residential phone customers by dividing their associated
    revenues by the applicable residential rate. Our methodology of
    calculating phone customers may not be identical to those used
    by other companies offering similar services..(9)
    
    Represents the sum of basic subscribers and digital, HSD and
    phone customers.(10)
    
    Effective January 1, 2006, we adopted ASC 718 
    Compensation  Stock Compensation(ASC
    718) (formerly SFAS No. 123(R) 
    Share-Based Payment). See Note 10 to our consolidated
    financial statements.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
  video-on-demand,
   35




---



##### Table of Contents



2009
    Developments
  Share
    Exchange Agreement between MCC and an affiliate of Morris
    Communications
      Asset
    Transfer Agreement with MCC and Mediacom LLC
          Revenues,
    Costs and Expenses
  pay-per-view
     36




---



##### Table of Contents



Adjusted
    OIBDA
     37




---



##### Table of Contents



Actual
    Results of Operations
  Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Year Ended December 31,2009


2008


$ Change


% ChangeRevenues

$
833,843


$
786,035


$
47,808



6.1
%Costs and expenses:Service costs (exclusive of depreciation and amortization)


340,632



318,040



22,592



7.1
%Selling, general and administrative expenses


166,079



168,337



(2,258
)


(1.3
)%Management fee expense


15,487



15,076



411



2.7
%Depreciation and amortization


116,048



113,634



2,414



2.1
%Operating income


195,597



170,948



24,649



14.4
%Interest expense, net


(112,474
)


(113,846
)


1,372



(1.2
)%Gain (loss) on derivatives, net


16,717



(31,030
)


47,747



NMOther expense, net


(5,000
)


(5,409
)


409



(7.6
)%Net income

$
94,840


$
20,663


$
74,177



NMAdjusted OIBDA

$
312,842


$
285,396


$
27,446



9.6
%     Year Ended December 31,2009


2008


$ Change


% ChangeAdjusted OIBDA

$
312,842


$
285,396


$
27,446



9.6
%Non-cash, share-based compensation
    charges(1)


(1,197
)


(814
)


(383
)


47.1
%Depreciation and amortization


(116,048
)


(113,634
)


(2,414
)


2.1
%Operating income

$
195,597


$
170,948


$
24,649



14.4
%     (1)
    
    Included approximately $8 and $9 for the years ended
    December 31, 2009 and 2008, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2009


2008


$ Change


% ChangeVideo

$
532,711


$
512,563


$
20,148



3.9
%HSD


198,200



177,792



20,408



11.5
%Phone


60,600



49,613



10,987



22.1
%Advertising


42,332



46,067



(3,735
)


(8.1
)%Total

$
833,843


$
786,035


$
47,808



6.1
%   38




---



##### Table of Contents



Year Ended December 31,


Increase2009


2008


(Decrease)


% ChangeBasic subscribers


690,000



717,000



(27,000
)


(3.8
)%Digital customers


378,000



355,000



23,000



6.5
%HSD customers


428,000



400,000



28,000



7.0
%Phone customers


152,000



134,000



18,000



13.4
%RGUs(1)


1,648,000



1,606,000



42,000



2.6
%Average total monthly revenue per basic
    subscriber(2)

$
98.77


$
91.17


$
7.60



8.3
%     (1)
    
    RGUs represent the total of basic subscribers and digital, HSD
    and phone customers.(2)
    
    Represents total average monthly revenues for the year divided
    by total average basic subscribers during such period.    and/or
        Costs
    and Expenses
   39




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Gain
    (Loss) on Derivatives, Net
  mark-to-market
  Other
    Expense, Net
    Net
    Income
   40




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
    Year Ended December 31,2008


2007


$ Change


% ChangeRevenues

$
786,035


$
727,462


$
58,573



8.1
%Costs and expenses:Service costs


318,040



298,103



19,937



6.7
%Selling, general and administrative expenses


168,337



159,314



9,023



5.7
%Management fee expense


15,076



13,371



1,705



12.8
%Depreciation and amortization


113,634



116,678



(3,044
)


(2.6
)%Operating income


170,948



139,996



30,952



22.1
%Interest expense, net


(113,846
)


(120,673
)


6,827



(5.7
)%Gain on sale of cable systems, net






2,249



(2,249
)


NMLoss on derivatives, net


(31,030
)


(12,946
)


(18,084
)


NMOther expense


(5,409
)


(3,352
)


(2,057
)


61.4
%Net income

$
20,663


$
5,274


$
15,389



NMAdjusted OIBDA

$
285,396


$
257,631


$
27,765



10.8
%     Year Ended December 31,2008


2007


$ Change


% ChangeAdjusted OIBDA

$
285,396


$
257,631


$
27,765



10.8
%Non-cash, share-based compensation
    charges(1)


(814
)


(957
)


143



(14.9
)%Depreciation and amortization


(113,634
)


(116,678
)


3,044



(2.6
)%Operating income

$
170,948


$
139,996


$
30,952



22.1
%     (1)
    
    Included approximately $9 and $10 for the years ended
    December 31, 2008 and 2007, respectively, related to the
    issuance of other share-based awards.  Revenues
    Year Ended December 31,2008


2007


$ Change


% ChangeVideo

$
512,563


$
493,113


$
19,450



3.9
%HSD


177,792



152,939



24,853



16.3
%Phone


49,613



34,161



15,452



45.2
%Advertising


46,067



47,249



(1,182
)


(2.5
)%Total

$
786,035


$
727,462


$
58,573



8.1
%   41




---



##### Table of Contents



Year Ended December 31,


Increase2008


2007


(Decrease)


% ChangeBasic subscribers


717,000



720,000



(3,000
)


(0.4
)%Digital customers


355,000



317,000



38,000



12.0
%HSD customers


400,000



359,000



41,000



11.4
%Phone customers


134,000



106,000



28,000



26.4
%RGUs


1,606,000



1,502,000


$
104,000



6.9
%Average total monthly revenue per basic subscriber

$
91.17


$
82.42


$
8.75



10.6
%     and/or
        Costs
    and Expenses
     42




---



##### Table of Contents



Adjusted
    OIBDA
    Operating
    Income
    Interest
    Expense, Net
    Loss
    on Derivatives, Net
  mark-to-market
  Other
    Expense, Net
    Net
    Income
    Liquidity
    and Capital Resources
  Overview
     43




---



##### Table of Contents



Recent
    Developments in the Credit Markets
    Net
    Cash Flows Provided by Operating Activities
      Net
    Cash Flows Used in Investing Activities
    Net
    Cash Flows Used in (Provided by) Financing
    Activities
     44




---



##### Table of Contents



Capital
    Structure
            Covenant
    Compliance and Debt Ratings
     45




---



##### Table of Contents



Contractual
    Obligations and Commercial Commitments
    Operating


Interest


PurchaseDebt


Leases


Expense(1)


Obligations(2)


Total2010

$
35,500


$
2,812


$
107,350


$
19,613


$
165,2752011-2012


233,250



4,679



197,149



6,497



441,5752013-2014


23,000



1,883



150,869







175,752Thereafter


1,563,250



3,755



29,051







1,596,056Total cash obligations

$
1,855,000


$
13,129


$
484,419


$
26,110


$
2,378,658     *
    
    Refer to Note 5 to our consolidated financial statements
    for a discussion of our long-term debt, and to Note 11 for
    a discussion of our operating leases and other commitments and
    contingencies.(1)
    
    Interest payments on floating rate debt and interest rate swaps
    are estimated using amounts outstanding as of December 31,
    2009 and the average interest rates applicable under such debt
    obligations. Interest expense amounts are net of amounts
    capitalized.(2)
    
    We have contracts with programmers who provide video programming
    services to our subscribers. Our contracts typically provide
    that we have an obligation to purchase video programming for our
    subscribers as long as we deliver cable services to such
    subscribers. We have no obligation to purchase these services if
    we are not providing cable services, except when we do not have
    the right to cancel the underlying contract or for contracts
    with a guaranteed minimum commitment. We have included such
    amounts in our Purchase Obligations above, as follows:
    $8.7 million for 2010, $6.2 million for
    2011-2012
    and $0 million for
    2013-2014
    and thereafter.  Critical
    Accounting Policies
    Property,
    Plant and Equipment
  Entertainment  Cable
    Television Financial Reporting by Cable Television
    Companies
 46




---



##### Table of Contents



Valuation
    and Impairment Testing of Indefinite-lived
    Intangibles
    Intangibles  Goodwill and Other Goodwill
    and Other Intangible Assets
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,)
     47




---



##### Table of Contents



Share-based
    Compensation
    Recent
    Accounting Pronouncements
  FASB
    Accounting Standards Codification
  The
    FASB Accounting Standards
    Codificationtm tm
     48




---



##### Table of Contents



Other
    Pronouncements
  Fair Value
    Measurements and Disclosures Fair Value Measurements).
  820-10-65-4  Fair Value Measurements and Disclosures ( No. FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or the Liability Have Significantly
    Decreased and Identifying Transactions That Are Not
    Orderly). 820-10-65-4 820-10-65-4 820-10-65-4 820-10-65-4
    
    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 December 31, 2009Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$
1,738


$



$
1,738LiabilitiesInterest rate exchange agreements

$



$
32,397


$



$
32,397Interest rate exchange agreements  liabilities, net

$



$
30,659


$



$
30,659     Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
47,376


$



$
47,376Interest rate exchange agreements  liabilities, net

$



$
47,376


$



$
47,376   Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115).
 49




---



##### Table of Contents



Business Combinations Business Combinations)
  Derivatives and Hedging Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133).
  Subsequent
    Events Subsequent Events).
  825-10-65  825-10-65) No. FAS 107-1 28-1, 825-10-65 825-10-65 825-10-65
  Inflation
    and Changing Prices
   50




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  mark-to-market
      Bank CreditSenior Notes


Facilities


TotalExpected Maturity:January 1, 2010 to December 31, 2010

$



$
35,500


$
35,500January 1, 2011 to December 31, 2011






11,500



11,500January 1, 2012 to December 31, 2012






221,750



221,750January 1, 2013 to December 31, 2013






11,500



11,500January 1, 2014 to December 31, 2014






11,500



11,500Thereafter


500,000



1,063,250



1,563,250Total

$
500,000


$
1,355,000


$
1,855,000Fair Value

$
506,250


$
1,313,468


$
1,819,718Weighted Average Interest Rate


8.5
%


5.1
%


6.0
%  51




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
    Contents
   
 PageReport of Independent Registered Public
    Accounting Firm


53Consolidated Balance Sheets as of
    December 31, 2009 and 2008


54Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


55Consolidated Statements of Changes in
    Members Equity for the Years Ended December 31, 2009,
    2008 and 2007


56Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


57Notes to Consolidated Financial Statements


58Financial Statement Schedule:
    Schedule II  Valuation and Qualifying
    Accounts


76   52




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm          53




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2009


2008(Amounts in thousands)ASSETSCURRENT ASSETSCash

$
11,676


$
15,502Accounts receivable, net of allowance for doubtful accounts of
    $1,253 and $1,688


48,931



46,671Accounts receivable  affiliates


131,213



141,161Prepaid expenses and other current assets


6,914



8,257Total current assets


198,734



211,591Property, plant and equipment, net of accumulated depreciation
    of $836,853 and $705,983


746,067



749,066Franchise rights


1,176,908



1,247,435Goodwill


195,945



204,005Subscriber lists, net of accumulated amortization of $35,201 and
    $25,788


4,545



7,233Other assets, net of accumulated amortization of $11,041 and
    $7,481


21,636



24,783Total assets

$
2,343,835


$
2,444,113LIABILITIES AND MEMBERS EQUITYCURRENT LIABILITIESAccounts payable, accrued expenses and other current liabilities

$
147,015


$
147,371Deferred revenue


31,668



30,427Current portion of long-term debt


35,500



94,000Total current liabilities


214,183



271,798Long-term debt, less current portion


1,819,500



1,702,000Other non-current liabilities


12,224



23,852Total liabilities


2,045,907



1,997,650Commitments and contingencies (Note 11)PREFERRED MEMBERS INTEREST (Note 6)


150,000



150,000MEMBERS EQUITYCapital contributions


409,675



634,910Accumulated deficit


(261,747
)


(338,447
)Total members equity


147,928



296,463Total liabilities, preferred members interest and
    members equity

$
2,343,835


$
2,444,113    54




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(Amounts in thousands)Revenues

$
833,843


$
786,035


$
727,462Costs and expenses:Service costs (exclusive of depreciation and amortization)


340,632



318,040



298,103Selling, general and administrative expenses


166,079



168,337



159,314Management fee expense


15,487



15,076



13,371Depreciation and amortization


116,048



113,634



116,678Operating income


195,597



170,948



139,996Interest expense, net


(112,474
)


(113,846
)


(120,673
)Gain on sale of cable systems, net










2,249Gain (loss) on derivatives, net


16,717



(31,030
)


(12,946
)Other expense, net


(5,000
)


(5,409
)


(3,352
)Net income

$
94,840


$
20,663


$
5,274Dividend to preferred member


(18,000
)


(18,000
)


(18,000
)Net income (loss) applicable to member

$
76,840


$
2,663


$
(12,726
)    55




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN MEMBERS EQUITY
  Capital


AccumulatedContributions


Deficit


Total(All dollar amounts in thousands)Balance, December 31, 2006

$
652,310


$
(236,955
)

$
415,355Net income






5,274



5,274Dividend payments to related party on Preferred members
    interest






(18,000
)


(18,000
)Dividend payments to MCC






(69,036
)


(69,036
)Capital distributions to parent


(13,400
)


(3
)


(13,403
)Balance, December 31, 2007

$
638,910


$
(318,720
)

$
320,190Net income






20,663



20,663Dividend payments to related party on Preferred members
    interest






(18,000
)


(18,000
)Dividend payments to MCC






(22,390
)


(22,390
)Capital distributions to parent


(64,000
)






(64,000
)Capital contributions from parent


60,000







60,000Balance, December 31, 2008

$
634,910


$
(338,447
)

$
296,463Net income






94,840



94,840Dividend payments to related party on Preferred members
    interest






(18,000
)


(18,000
)Dividend payments to MCC










Capital distributions to parent


(295,235
)






(295,235
)Capital contributions from parent


70,000







70,000Other






(140
)


(140
)Balance, December 31, 2009

$
409,675


$
(261,747
)

$
147,928    56




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(Amounts in thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
94,840


$
20,663


$
5,274Adjustments to reconcile net income to net cash flows provided
    by operating activities:Depreciation and amortization


116,048



113,634



116,678Gain on sale of cable systems, net










(2,249
)(Gain) loss on derivatives, net


(16,717
)


31,030



12,946Amortization of deferred financing costs


3,560



2,850



1,989Share-based compensation


1,189



805



947Changes in assets and liabilities, net of effects from
    acquisitions:Accounts receivable, net


(2,260
)


1,010



(4,476
)Accounts receivable  affiliates


9,948



(37,030
)


(42,451
)Prepaid expenses and other assets


1,616



(534
)


(5,280
)Accounts payable, accrued expenses and other current liabilities


3,374



(1,790
)


(13,766
)Deferred revenue


1,241



2,291



2,706Other non-current liabilities


(601
)


(1,310
)


(1,255
)Net cash flows provided by operating activities

$
212,238


$
131,619


$
71,063CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures

$
(125,620
)

$
(138,839
)

$
(120,410
)Proceeds from sale of cable systems










7,667Net cash flows used in investing activities

$
(125,620
)

$
(138,839
)

$
(112,743
)CASH FLOWS FROM FINANCING ACTIVITIES:New borrowings of bank debt

$
444,000


$
735,000


$
299,492Repayment of bank debt


(385,000
)


(648,533
)


(186,202
)Dividend payment on preferred members interest


(18,000
)


(18,000
)


(18,000
)Capital distributions to parent (Note 7)


(201,572
)


(64,000
)


(13,400
)Capital contributions from parent (Note 7)


70,000



60,000



Dividend payment to parent






(22,390
)


(69,036
)Financing costs






(10,887
)


Other financing activities  book overdrafts


128



(17,544
)


25,883Net cash flows (used in) provided by financing activities

$
(90,444
)

$
13,646


$
38,737Net (decrease) increase in cash


(3,826
)


6,426



(2,943
)CASH, beginning of period


15,502



9,076



12,019CASH, end of period

$
11,676


$
15,502


$
9,076SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the period for interest, net of amounts
    capitalized

$
112,264


$
109,326


$
121,598NON-CASH TRANSACTIONS  FINANCING:Exchange of cable systems with related party, net (Notes 7
and 8)

$
93,663


$



$
    57




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION        2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Preparation of Consolidated Financial
    Statements
    Revenue
    Recognition
      Allowance
    for Doubtful Accounts
   58




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration
    of Credit Risk
    Property,
    Plant and Equipment
    Buildings

40 YearsLeasehold improvements

Life of respective leaseCable systems and equipment and subscriber devices

5 to 20 yearsVehicles

3 to 5 yearsFurniture, fixtures and office equipment

5 years       Capitalized
    Software Costs
  Intangibles-Goodwill and Other: Internal-Use Software No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use
  Marketing
    and Promotional Costs
   59




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets
  Intangibles  Goodwill and Other Goodwill
    and Other Intangible Assets
    No. 02-7, Unit of Accounting for Testing Impairment of
    Indefinite-Lived Intangible Assets,)
       60




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance  December 31, 2008

$
204,005Acquisitions


Dispositions


(8,060
)Balance  December 31, 2009

$
195,945     Other
    Assets
    Segment
    Reporting
  Segment Reporting Disclosure
    about Segments of an Enterprise and Related
    Information
 61




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Derivative Instruments
  Derivatives and Hedging Accounting
    for Derivative Instruments and Hedging Activities, Accounting for Certain
    Derivative Instruments and Certain Hedging Activities-an
    amendment of FASB Statement No. 133, Amendment of Statement 133 on
    Derivative Instruments and Hedging Activities one-to-one
  Accounting
    for Asset Retirement
  Asset Retirement Obligations Accounting for Asset Retirement Obligations rights-of-way
    Accounting
    for Long-Lived Assets
  Property, Plant and
    Equipment Accounting for the Impairment
    or Disposal of Long-Lived Assets,
 62




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Programming
    Costs
    Share-based
    Compensation
  Compensation  Stock Compensation Share-Based Payment
  Reclassifications
    Recent
    Accounting Pronouncements
  FASB
    Accounting Standards Codification
  FASB Accounting Standards
    Codification tm tm
     63




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Pronouncements
  Fair Value
    Measurements and Disclosures Fair Value Measurements).
  820-10-65-4  Fair Value Measurements and Disclosures 820-10-65-4) ( No. FAS 157-4, Determining Fair Value When the Volume and Level of
    Activity for the Asset or the Liability Have Significantly
    Decreased and Identifying Transactions That Are Not
    Orderly). 820-10-65-4 820-10-65-4 820-10-65-4 820-10-65-4
    
    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 December 31, 2009Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$
1,738


$



$
1,738LiabilitiesInterest rate exchange agreements

$



$
32,397


$



$
32,397Interest rate exchange agreements  liabilities, net

$



$
30,659


$



$
30,659     Fair Value as of December 31, 2008Level 1


Level 2


Level 3


Total(dollars in thousands)AssetsInterest rate exchange agreements

$



$



$



$
LiabilitiesInterest rate exchange agreements

$



$
47,376


$



$
47,376Interest rate exchange agreements -liabilities, net

$



$
47,376


$



$
47,376  64




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value Measurements and Disclosures The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115).
  Business Combinations Business Combinations)
  Derivatives and Hedging Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133).
  Subsequent
    Events Subsequent Events).
  825-10-65  Financial Instruments 825-10-65) No. FAS 107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments) 825-10-65 825-10-65 825-10-65
  3.
    PROPERTY,
    PLANT AND EQUIPMENT    December 31,


December 31,2009


2008Cable systems, equipment and subscriber devices

$
1,491,709


$
1,367,623Vehicles


38,636



37,755Buildings and leasehold improvements


27,090



25,692Furniture, fixtures and office equipment


20,474



18,989Land and land improvements


5,011



4,9901,582,920



1,455,049Accumulated depreciation


(836,853
)


(705,983
)Property, plant and equipment, net

$
746,067


$
749,066  65




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Change
    in Estimate  Useful lives
    Useful lives (in years)From

ToPlant and equipment


12



16Customer premise equipment


5



7         4.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,


December 31,2009


2008Liabilities under interest rate exchange agreements

$
22,737


$
26,689Accrued programming costs


18,860



20,673Accrued taxes and fees


17,044



17,914Accrued interest


16,457



16,887Accrued payroll and benefits


15,252



14,083Advance subscriber payments


9,688



5,954Book
    overdrafts(1)


8,605



8,387Accrued service costs


7,232



5,896Accounts payable


6,998



Accrued property, plant and equipment


5,671



5,395Accrued telecommunications costs


2,489



2,236Intercompany accounts payable and other accrued expenses


15,982



23,257Accounts payable, accrued expenses and other current liabilities

$
147,015


$
147,371  66




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)

    
    Book overdrafts represented 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.  5.
    DEBT    December 31,


December 31,2009


2008Bank credit facility

$
1,355,000


$
1,296,00081/2% senior
    notes due 2015


500,000



500,0001,855,000



1,796,000Less: current portion


35,500



94,000Total long-term debt

$
1,819,500


$
1,702,000   Bank
    Credit Facility
         67




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3 8 5 8
      Senior
    Notes
    1 2 1 2 1 2 1 2
  1 2
  Interest
    Rate Swaps
   68




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  mark-to-market
      mark-to-market mark-to-market mark-to-market
  Covenant
    Compliance
    Fair
    Value and Debt Maturities
    81/2% senior
    notes due 2015

$
506,250Bank credit facility

$
1,313,468     2010

$
35,5002011


11,5002012


221,7502013


11,5002014


11,500Thereafter


1,563,250Total

$
1,855,000  69




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    PREFERRED
    MEMBERS INTERESTS    7.
    MEMBERS
    EQUITY        8.
    RELATED
    PARTY TRANSACTIONS        Share
    Exchange Agreement between our manager and an affiliate of
    Morris Communications
      Asset
    Transfer Agreement with MCC and Mediacom LLC
   70




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            9.
    EMPLOYEE
    BENEFIT PLANS    10.
    SHARE-BASED
    COMPENSATION  Share-based
    Compensation
       71




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share-Based Payment,
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2009


2008


2007Share-based compensation expense by type of award:Employee stock options

$
150


$
78


$
194Employee stock purchase plan


285



209



192Restricted stock units


754



518



561Total share-based compensation expense

$
1,189


$
805


$
947     Transition Election Related
    to Accounting for Tax Effects of Shared-Based Payment
    Awards.
  Valuation
    Assumptions
    Employee Stock


Employee StockOption Plans


Purchase PlansYear Ended


Year EndedDecember 31,


December 31,2009


2009Dividend yield


0
%


0
%Expected volatility


59.0
%


59.0
%Risk free interest rate


2.9
%


2.6
%Expected option life (in years)


6.0



0.5    72




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted AverageRemaining


Aggregate IntrinsicWeighted Average


Contractual


ValueShares


Exercise Price


Term (In years)


(In thousands)Outstanding at January 1, 2009


546,105


$
8.87Granted


57,000



3.95Exercised






Forfeited


(14,200
)


11.25Expired






Outstanding at December 31, 2009


588,905


$
8.33



5.1


$
123Vested or expected to vest at December 31,2009


588,905



8.33



5.1


$
123Exercisable at December 31, 2009


351,155


$
11.20



2.6


$
         Options Outstanding


Options ExercisableWeighted











WeightedAverage


Weighted








Average


Weighted


AggregateNumber of


Remaining


Average


Aggregate


Number of


Remaining


Average


IntrinsicRange of


Shares


Contractual


Exercise


Intrinsic Value


Shares


Contractual


Exercise


ValueExercise Prices


Outstanding


Life


Price


(In thousands)


Outstanding


Life


Price


(In thousands)$
3.00  $12.00



588,905



5.1 years


$
8.33


$
123



351,155



2.6 years


$
11.20


$
$
12.01  $18.00































$
18.01  $22.00































588,905



5.1 years


$
8.33


$
123



351,155



2.6 years


$
11.20


$
   Restricted
    Stock Units
   73




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedNumber of Non-Vested


Average GrantShare Unit Awards


Date Fair ValueUnvested Awards at December 31, 2008


386,050


$
5.17Granted


170,400



4.73Awards Vested


(77,000
)


6.14Forfeited


(27,925
)


5.67Unvested Awards at December 31, 2009

$
451,525


$
4.81   Employee
    Stock Purchase Plan
    11.
    COMMITMENTS
    AND CONTINGENCIES    2010

$
2,8122011


2,4932012


2,1862013


1,0772014


806Thereafter


3,755Total

$
13,129     Letters
    of Credit
    Legal
    Proceedings
  Jim Knight v.
    Mediacom Communications Corp.
 74




---



##### Table of Contents



MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    SALE OF
    CABLE SYSTEMS, NET    13.
    SUBSEQUENT
    EVENTS   75




---



##### Table of Contents



Schedule II
  MEDIACOM
    BROADBAND LLC AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  Additions


DeductionsBalance at


Charged to


Charged to


Charged to


Charged tobeginning


costs and


other


costs and


other


Balance atof period


expenses


accounts


expenses


accounts


end of periodDecember 31, 2007Allowance for doubtful accounts:Current receivables

$
1,380


$
3,457


$



$
3,630


$



$
1,207December 31, 2008Allowance for doubtful accounts:Current receivables

$
1,207


$
2,095


$



$
1,614


$



$
1,688December 31, 2009Allowance for doubtful accounts:Current receivables

$
1,688


$
2,350


$



$
2,785


$



$
1,253   ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Mediacom
    Broadband LLC
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom Broadband LLC;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of 76




---



##### Table of Contents



Mediacom Broadband LLC are being made only in accordance with
    authorizations of the manager of Mediacom Broadband LLC; and  
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacom Broadband LLCs assets that could have a material
    effect on the financial statements.        Mediacom
    Broadband Corporation
  Rules 13a-15(e) 15d-15(e)
  Rules 13a-15(f) 15d-15(f)
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of Mediacom Broadband;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of Mediacom Broadband are being
    made only in accordance with authorizations of management and
    directors of Mediacom Broadband; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    Mediacom Broadbands assets that could have a material
    effect on the financial statements. 77




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Name

Age

PositionRocco B. Commisso


60


Chairman and Chief Executive Officer of MCC; Chief Executive
    Officer of Mediacom Broadband LLC; and Chief Executive Officer
    and Director of Mediacom Broadband CorporationMark E. Stephan


53


Executive Vice President, Chief Financial Officer and Director
    of MCC; Executive Vice President and Chief Financial Officer of
    Mediacom Broadband LLC; and Executive Vice President and Chief
    Financial Officer of Mediacom Broadband CorporationJohn G. Pascarelli


48


Executive Vice President, Operations of MCCItalia Commisso Weinand


56


Senior Vice President, Programming and Human Resources of MCCJoseph E. Young


61


Senior Vice President, General Counsel and Secretary of MCCCharles J. Bartolotta


55


Senior Vice President, Customer Operations of MCCCalvin G. Craib


55


Senior Vice President, Corporate Finance of MCCBrian M. Walsh


44


Senior Vice President and Corporate Controller of MCCThomas V. Reifenheiser


74


Director of MCCNatale S. Ricciardi


61


Director of MCCRobert L. Winikoff


63


Director of MCCScott W. Seaton


50


Director of MCC   Rocco B. Commisso
 78




---



##### Table of Contents



Mark E. Stephan
  John G. Pascarelli
  Italia Commisso Weinand
  Joseph E. Young
  Charles J. Bartolotta
  Calvin G. Craib
  Brian M. Walsh
 79




---



##### Table of Contents



Thomas V. Reifenheiser
  Natale S. Ricciardi
  Robert L. Winikoff
  Scott W. Seaton
  Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Management
    Agreements
    Share
    Exchange Agreement and Asset Transfer Agreement
   80




---



##### Table of Contents



Other
    Relationships
      ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    2009


2008Audit fees

$
544


$
520Audit-related fees


19



17Tax fees






5All other fees






Total

$
563


$
542   Form 10-Q Form 10-K.
     81




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  (a)
    Financial
    Statements  Form 10-K
  (b)
    Exhibits  Regulation S-K,
  ExhibitNumber

Exhibit Description2
.1

Asset Transfer Agreement, dated February 11, 2009, by and
    among MCC, certain operating subsidiaries of Mediacom LLC and
    the operating subsidiaries of Mediacom Broadband
    LLC(1)3
.1

Certificate of Formation of Mediacom Broadband
    LLC(2)3
.2

Amended and Restated Limited Liability Company Operating
    Agreement of Mediacom Broadband LLC(2)3
.3

Certificate of Incorporation of Mediacom Broadband
    Corporation(2)3
.4

By-Laws of Mediacom Broadband
    Corporation(2)4
.1

Indenture relating to
    81/2% senior
    notes due 2015 of Mediacom Broadband LLC and Mediacom Broadband
    Corporation(3)10
.1(a)

Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(4)10
.1(b)

Amendment No. 1, dated as of October 11, 2005, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders.(5)10
.1(c)

Amendment No. 2, dated as a May 5, 2006, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    thereto and JPMorgan Chase Bank, as administrative agent for the
    lenders(6)10
.1(d)

Amendment No. 3, dated as of June 11, 2007, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(7)10
.1(e)

Amendment No. 4, dated as of June 11, 2007, to the
    Amendment and Restatement, dated as of December 16, 2004,
    of Credit Agreement, dated as of July 18, 2001, among the
    operating subsidiaries of Mediacom Broadband LLC, the lenders
    party thereto and JPMorgan Chase Bank, as administrative agent
    for the
    lenders(7)10
.2

Incremental Facility Agreement, dated as of May 5, 2006,
    between the operating subsidiaries of Mediacom Broadband LLC,
    the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(6)10
.3

Incremental Facility Agreement, dated as of May 29, 2008,
    between the operating subsidiaries of Mediacom Broadband LLC,
    the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
    administrative
    agent(8)12
.1

Schedule of Computation of Ratio of Earnings to Fixed Charges
    and Preferred Dividends14
.1

Code of
    Ethics(9) 82




---



##### Table of Contents



ExhibitNumber

Exhibit Description21
.1

Subsidiaries of Mediacom Broadband LLC23
.1

Consent of PricewaterhouseCoopers LLP31
.1

Rule 15d-14(a)
    Certifications of Mediacom Broadband LLC31
.2

Rule 15d-14(a)
    Certifications of Mediacom Broadband Corporation32
.1

Section 1350 Certifications of Mediacom Broadband LLC32
.2

Section 1350 Certifications of Mediacom Broadband
    Corporation     (1)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2008 of MCC and
    incorporated herein by reference.(2)
    
    Filed as an exhibit to the Registration Statement on
    Form S-4
    (File
    No. 333-72440)
    of Mediacom Broadband LLC and Mediacom Broadband Corporation and
    incorporated herein by reference.(3)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated August 30, 2005, of Mediacom Broadband LLC and
    Mediacom Broadband Corporation and incorporated herein by
    reference.(4)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004 of MCC and
    incorporated herein by reference.(5)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 of MCC and
    incorporated herein by reference.(6)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006 of MCC and
    incorporated herein by reference.(7)
    
    Filed as an exhibit to the Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 of MCC and
    incorporated herein by reference.(8)
    
    Filed as an exhibit to the Current Report on
    Form 8-K,
    dated May 29, 2008, of Mediacom Broadband LLC and
    incorporated herein by reference.(9)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003 of Mediacom
    Broadband LLC and incorporated herein by reference.  (c)
    Financial
    Statement Schedule  Form 10-K.
 83




---



##### Table of Contents



SIGNATURES    Mediacom Broadband LLC
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer
    (principal executive officer)

March 17, 2010/s/  Mark
    E. StephanMark
    E. Stephan

Executive Vice President and Chief Financial Officer (principal
    financial officer
    and principal accounting officer)

March 17, 2010  84




---



##### Table of Contents



SIGNATURES    Mediacom Broadband Corporation
   By:
    /s/  Rocco
    B. Commisso  Rocco B. Commisso
     Signature

Title

Date/s/  Rocco
    B. CommissoRocco
    B. Commisso

Chief Executive Officer and Director (principal executive
    officer)

March 17, 2010/s/  Mark
    E. StephanMark
    E. Stephan

Executive Vice President and Chief Financial Officer (principal
    financial officer and principal accounting officer)

March 17, 2010  85




---



##### Table of Contents



Supplemental Information to be Furnished with Reports Filed
    Pursuant to Section 15(d) of the Securities Exchange Act of
    1934 by Registrants Which Have not Registered Securities
    Pursuant to Section 12 of the Securities Exchange Act of
    1934.
  Form 10-K
 86