Mediacom Broadband 10-Q 2012 Q3 Quarterly report

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, 2012

Commission File Numbers: 333-72440

       333-82124-02

Mediacom Broadband LLC

Mediacom Broadband Corporation*

(Exact names of Registrants as specified in their charters)

Delaware	06-1615412
Delaware	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)

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.    ¨  Yes    x  No

Note: As voluntary filers, not subject to the filing requirements, the Registrants have filed all reports under Section 13 or 15(d) of the Exchange Act during the preceding 12 months.

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers or smaller reporting companies. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filers	¨	Accelerated filers	¨
Non-accelerated filers	x	Smaller reporting companies	¨

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Indicate the number of shares outstanding of the Registrants’ common stock: Not Applicable

* Mediacom Broadband Corporation meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements		4
	Consolidated Balance Sheets (unaudited) September 30, 2012 and December 31, 2011		4
	Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2012 and 2011		5
	Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2012 and 2011		6
	Notes to Consolidated Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		26
Item 4.	Controls and Procedures		26
	PART II
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 6.	Exhibits		27
Signatures			28

This Quarterly Report on Form 10-Q is for the three months ended September 30, 2012. Any statement contained in a prior periodic report shall be deemed to be modified or superseded for purposes of this Quarterly Report to the extent that a statement contained herein modifies or supersedes such statement. The Securities and Exchange Commission allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. References in this Quarterly Report to “we,” “us,” or “our” are to Mediacom Broadband LLC and its direct and indirect subsidiaries (including Mediacom Broadband Corporation), unless the context specifies or requires otherwise. References in this Quarterly Report to “Mediacom” or “MCC” are to Mediacom Communications Corporation.

2

Cautionary Statement Regarding Forward-Looking Statements

You should carefully review the information contained in this Quarterly Report and in other reports or documents that we file from time to time with the SEC.

In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called “forward-looking statements” by words such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will,” or the negative of those and other comparable words. These forward-looking statements are not guarantees of future performance or results, and are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those we anticipate as a result of various factors, many of which are beyond our control. Factors that may cause such differences to occur include, but are not limited to:

• increased levels of competition from existing and new competitors;

• lower demand for our residential and business 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 other delivery expenses related to our products and services;

• changes in assumptions underlying our critical accounting policies;

• our ability to secure hardware, software and operational support for the delivery of products and services to our customers;

• disruptions or failures of our network and information systems, including those caused by natural disasters;

• our reliance on certain intellectual properties;

• 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, 2011 and other reports or documents that we file from time to time with the SEC.

Statements included in this Quarterly Report are based upon information known to us as of the date that this Quarterly Report is filed with the SEC, and we assume no obligation to update or alter our forward-looking statements made in this Quarterly Report, whether as a result of new information, future events or otherwise, except as required by applicable federal securities laws.

3

PART I

ITEM  1. FINANCIAL STATEMENTS

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	September 30, 2012			December 31, 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	213,137		$	11,730
Accounts receivable, net of allowance for doubtful accounts of $1,435 and $1,149		60,261			64,071
Accounts receivable - affiliates		1,278			—
Prepaid expenses and other current assets		11,373			7,463
Total current assets		286,049			83,264
Property, plant and equipment, net of accumulated depreciation of $1,195,887 and $1,096,334		811,864			808,370
Franchise rights		1,176,908			1,176,908
Goodwill		195,945			195,945
Subscriber lists, net of accumulated amortization of $39,742 and $39,215		5			532
Other assets, net of accumulated amortization of $21,082 and $19,378		31,034			22,326
Total assets	$	2,501,805		$	2,287,345
LIABILITIES, PREFERRED MEMBERS’ INTEREST AND MEMBER’S DEFICIT
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	175,696		$	170,532
Deferred revenue		34,598			33,525
Current portion of long-term debt		16,000			14,000
Total current liabilities		226,294			218,057
Long-term debt, less current portion		2,249,654			1,983,000
Other non-current liabilities		39,615			44,632
Total liabilities		2,515,563			2,245,689
Commitments and contingencies (Note 10)
PREFERRED MEMBERS’ INTEREST (Note 8)		150,000			150,000
MEMBER’S DEFICIT
Capital contributions		(377	)		94,344
Accumulated deficit		(163,381	)		(202,688	)
Total member’s deficit		(163,758	)		(108,344	)
Total liabilities, preferred members’ interest and member’s deficit	$	2,501,805		$	2,287,345

The accompanying notes to the unaudited financial statements are an integral part of these statements.

4

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Revenues	$	223,865		$	220,244		$	668,949		$	655,660
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		89,176			88,566			270,078			267,677
Selling, general and administrative expenses		45,964			44,872			134,010			130,117
Management fee expense		3,450			3,414			10,535			11,075
Depreciation and amortization		37,645			35,578			112,746			106,855
Operating income		47,630			47,814			141,580			139,936
Interest expense, net		(29,904	)		(27,897	)		(86,346	)		(83,549	)
(Loss) gain on derivatives, net		(6	)		(17,159	)		1,060			(21,363	)
Loss on early extinguishment of debt		(2,376	)		—			(2,376	)		—
Other expense, net		(458	)		(456	)		(1,111	)		(1,641	)
Net income	$	14,886		$	2,302		$	52,807		$	33,383
Dividend to preferred members		4,500			4,500			13,500			13,500
Net income (loss) applicable to members	$	10,386		$	(2,198	)	$	39,307		$	19,883

The accompanying notes to the unaudited financial statements are an integral part of these statements.

5

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
OPERATING ACTIVITIES:
Net income	$	52,807		$	33,383
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		112,746			106,855
(Gain) loss on derivatives, net		(1,060	)		21,363
Loss on early extinguishment of debt		501			—
Amortization of deferred financing costs		3,746			3,249
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable, net		3,810			(4,355	)
Accounts receivable - affiliates		(1,278	)		28,784
Prepaid expenses and other assets		(3,621	)		(5,405	)
Accounts payable, accrued expenses and other current liabilities		4,850			29,918
Deferred revenue		1,073			1,426
Other non-current liabilities		(78	)		(253	)
Net cash flows provided by operating activities	$	173,496		$	214,965
INVESTING ACTIVITIES:
Capital expenditures	$	(116,001	)	$	(113,782	)
Change in accrued property, plant and equipment		(5,513	)		—
Redemption of restricted cash and cash equivalents		—			6,153
Net cash flows used in investing activities	$	(121,514	)	$	(107,629	)
FINANCING ACTIVITIES:
New borrowings of bank debt	$	373,000		$	290,900
Repayment of bank debt		(329,500	)		(158,900	)
Issuance of senior notes		300,000			—
Redemption of senior notes		(74,846	)		—
Dividend payments on preferred members’ interest		(13,500	)		(13,500	)
Capital contributions from parent		18,500			—
Capital distributions to parent		(112,125	)		(250,700	)
Financing costs		(12,955	)		—
Other financing activities - book overdrafts		851			(1,161	)
Net cash flows provided by (used in) financing activities	$	149,425		$	(133,361	)
Net increase (decrease) in cash		201,407			(26,025	)
CASH and CASH EQUIVALENTS, beginning of period		11,730			33,123
CASH and CASH EQUIVALENTS, end of period	$	213,137		$	7,098
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	71,224		$	70,185
NON-CASH TRANSACTIONS-INVESTING:
Capital expenditures accrued during the period	$	—		$	6,869

The accompanying notes to the unaudited financial statements are an integral part of these statements.

6

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Basis of Preparation of Unaudited Consolidated Financial Statements

Mediacom Broadband LLC (“Mediacom Broadband,” and collectively with its subsidiaries, “we,” “our” or “us”), a Delaware limited liability company wholly-owned by Mediacom Communications Corporation (“MCC”), is involved in the acquisition and operation of cable systems serving smaller cities and towns in the United States. Our principal operating subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. Our operating subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make funds available to us.

We have prepared these unaudited consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, such statements include all adjustments, consisting of normal recurring accruals and adjustments, necessary for a fair presentation of our consolidated results of operations and financial position for the interim periods presented. The accounting policies followed during such interim periods reported are in conformity with generally accepted accounting principles in the United States of America and are consistent with those applied during annual periods. For a summary of our accounting policies and other information, refer to our Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2012.

Mediacom Broadband Corporation (“Broadband Corporation”), a Delaware corporation wholly-owned by us, co-issued, jointly and severally with us, public debt securities. Broadband Corporation has no operations, revenues or cash flows and has no assets, liabilities or stockholders’ equity on its balance sheet, other than a one-hundred dollar receivable from an affiliate and the same dollar amount of common stock. Therefore, separate financial statements have not been presented for this entity.

Franchise fees imposed by local governmental authorities are collected on a monthly basis from our customers and are periodically remitted to the local governmental authorities. Because franchise fees are our obligation, we present them on a gross basis with a corresponding operating expense. Franchise fees reported on a gross basis amounted to approximately $6.1 million and $6.2 million for the three months ended September 30, 2012 and 2011, respectively, and approximately $18.4 million and $18.7 million for the nine months ended September 30, 2012 and 2011, respectively.

Reclassifications

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Revision of Prior Period Financial Statements

In connection with the preparation of our consolidated financial statements as of, and for the year ended December 31, 2011, during the fourth quarter of 2011, we identified and corrected errors in the manner in which we recorded fixed assets and the related depreciation expense on fixed assets purchased by MCC on behalf of our operating subsidiaries. Such capital expenditures and associated depreciation were recorded at MCC, whereas they were related to, and should have been incurred by, our operating subsidiaries. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99,Materiality), we assessed the materiality of the errors and concluded that the errors were not material to any of our previously-issued financial statements. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), we have revised all affected periods. These non-cash errors impacted our statement of operations and cash flows for the comparative periods presented.

7

The following table presents the impact of the revision on our three month ended Consolidated Statements of Operations (dollars in thousands):

	Three Months Ended September 30, 2011
	As Previously Reported			Adjustment			As Revised
Depreciation and amortization expense	$	35,503		$	75		$	35,578
Operating income		47,889			(75	)		47,814
Net income		2,377			(75	)		2,302
Net income applicable to member		(2,123	)		(75	)		(2,198	)

The following table presents the impact of the revision on our nine month ended Consolidated Statements of Operations (dollars in thousands):

	Nine Months Ended September 30, 2011
	As Previously Reported		Adjustment			As Revised
Depreciation and amortization expense	$	106,592	$	263		$	106,855
Operating income		140,199		(263	)		139,936
Net income		33,646		(263	)		33,383
Net income applicable to member		20,146		(263	)		19,883

The following table presents the impact of the revision on our nine month ended Consolidated Statements of Cash Flows (dollars in thousands):

	Nine Months Ended September 30, 2011
	As Previously Reported			Adjustment			As Revised
Net income	$	33,646		$	(263	)	$	33,383
Depreciation and amortization expense		106,592			263			106,855
Changes in assets and liabilities		48,284			1,831			50,115
Net cash flows provided by operating activities		213,134			1,831			214,965
Capital expenditures		(111,951	)		(1,831	)		(113,782	)
Net cash flows used in investing activities		(105,798	)		(1,831	)		(107,629	)

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU 2011-04”),Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which provides a converged framework for fair value measurements and related disclosures between generally accepted accounting principles in the U.S. and International Financial Reporting Standards. ASU 2011-04 amends the fair value measurement and disclosure guidance in the following areas: (i) Highest-and-best use and the valuation-premise concepts for non-financial assets; (ii) application to financial assets and liabilities with offsetting positions in market or counterparty credit risk; (iii) premiums or discounts in fair value measurement; (iv) fair value measurements for amounts classified in equity; and (v) other disclosure requirements particularly involving Level 3 inputs. This guidance will be effective for us as of January 1, 2012. We adopted ASU 2011-04 on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on our financial statements or related disclosures.

8

In September 2011, the FASB issued Accounting Standards Update No. 2011-08 (“ASU 2011-08”)Intangibles — Goodwill and Other (Topic 350). Under ASU 2011-08, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test. Under ASU 2011-08, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. An entity may resume performing the qualitative assessment in any subsequent period. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We adopted ASU 2011-08 on January 1, 2012. The adoption of ASU 2011-08 did not have a material impact on our financial statements or related disclosures.

In July 2012, the FASB issued Accounting Standards Update No. 2012-02 (“ASU 2012-02”)Intangibles - Goodwill and Other (Topic 350). ASU 2012-02 allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. ASU 2012-02 includes a number of events and circumstances for an entity to consider in conducting the qualitative assessment. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. We are currently assessing the potential impact that the adoption of ASU 2012-02 will have on our consolidated financial statements.

3. FAIR VALUE

The tables below set forth our financial assets and liabilities measured at fair value on a recurring basis using a market-based approach at September 30, 2012. These assets and liabilities have been categorized according to the three-level fair value hierarchy established by ASC 820, which prioritizes the inputs used in measuring fair value, as follows:

• 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.

9

As of September 30, 2012, our interest rate exchange agreement liabilities, net, were valued at $62.2 million using Level 2 inputs, as follows (dollars in thousands):

	Fair Value as of September 30, 2012
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	—	$	—	$	—
Liabilities
Interest rate exchange agreements	$	—	$	62,212	$	—	$	62,212
Interest rate exchange agreements - liabilities, net	$	—	$	62,212	$	—	$	62,212

As of December 31, 2011, our interest rate exchange agreement liabilities, net, were valued at $63.3 million using Level 2 inputs, as follows (dollars in thousands):

	Fair Value as of December 31, 2011
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	—	$	—	$	—
Liabilities
Interest rate exchange agreements	$	—	$	63,273	$	—	$	63,273
Interest rate exchange agreements - liabilities, net	$	—	$	63,273	$	—	$	63,273

The fair value of our interest rate exchange agreements is the estimated amount that we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities. As of September 30, 2012, based upon mark-to-market valuation, we recorded on our consolidated balance sheet, an accumulated current liability of $23.9 million in accounts payable, accrued expenses and other current liabilities and an accumulated long-term liability of $38.3 million in other non-current liabilities. As of December 31, 2011, based upon mark-to-market valuation, we recorded on our consolidated balance sheet an accumulated current liability of $20.0 million in accounts payable, accrued expenses and other current liabilities and an accumulated long-term liability of $43.2 million in other non-current liabilities. As a result of the mark-to-market valuations on these interest rate exchange agreements, our net loss on derivatives was $0 for the three months ended September 30, 2012, compared to a net loss on derivatives of $17.2 million for the three months ended September 30, 2011. As a result of the mark-to-market valuations on these interest rate exchange agreements, we recorded a net gain on derivatives of $1.1 million for the nine months ended September 30, 2012, compared to a net loss on derivatives of $21.4 million for the nine months ended September 30, 2011.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (dollars in thousands):

	September 30, 2012			December 31, 2011
Cable systems, equipment and subscriber devices	$	1,892,034		$	1,793,501
Furniture, fixtures and office equipment		43,418			38,738
Vehicles		38,660			39,018
Buildings and leasehold improvements		28,604			28,432
Land and land improvements		5,035			5,015
Property, plant and equipment, gross	$	2,007,751		$	1,904,704
Accumulated depreciation		(1,195,887	)		(1,096,334	)
Property, plant and equipment, net	$	811,864		$	808,370

10

5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable, accrued expenses and other current liabilities consisted of the following (dollars in thousands):

	September 30, 2012		December 31, 2011
Accounts payable - non-affiliates	$	34,196	$	23,222
Liabilities under interest rate exchange agreements		23,914		20,036
Accrued programming costs		23,539		23,370
Accrued interest		19,302		9,552
Accrued taxes and fees		17,230		18,026
Accrued payroll and benefits		15,247		16,957
Accrued property, plant and equipment		10,073		15,586
Advance subscriber payments		9,801		8,554
Accrued service costs		8,246		7,041
Book overdrafts(1)		4,168		2,221
Accounts payable - affiliates		—		15,143
Accrued telecommunications costs		1,472		1,384
Other accrued expenses		8,508		9,440
Accounts payable, accrued expenses and other current liabilities	$	175,696	$	170,532

(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 from financing activities in our Consolidated Statements of Cash Flows.

6. DEBT

As of September 30, 2012 and December 31, 2011, our debt consisted of (dollars in thousands):

	September 30, 2012		December 31, 2011
Bank credit facility	$	1,540,500	$	1,497,000
8 1/2% senior notes due 2015		425,154		500,000
6 3/8% senior notes due 2023		300,000		—
Total debt	$	2,265,654	$	1,997,000
Less: current portion		16,000		14,000
Total long-term debt	$	2,249,654	$	1,983,000

Bank Credit Facility

As of September 30, 2012, we maintained a $1.757 billion bank credit facility (the “credit facility”), comprising:

• $216.0 million of revolving credit commitments (the “revolver”), which expire on December 31, 2016;

• $754.0 million of outstanding Term Loan D borrowings, which mature on January 31, 2015;

• $586.5 million of outstanding Term Loan F borrowings, which mature on October 23, 2017; and

• $200.0 million of outstanding Term Loan G borrowings, which mature on January 20, 2020.

As of September 30, 2012, we had no outstanding balance under the revolver and $205.4 million of unused commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $10.6 million of letters of credit issued thereunder to various parties as collateral.

The credit facility is collateralized by our ownership interests in our operating subsidiaries, and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of September 30, 2012, the credit agreement governing the credit facility (the “credit agreement”) required us to maintain a total leverage ratio (as defined) of no more than 6.0 to 1.0 and an interest coverage

11

ratio (as defined) of no less than 1.75 to 1.0. The total leverage ratio covenant will be reduced to 5.5 to 1.0 commencing on April 1, 2013, and will be further reduced to 5.0 to 1.0 commencing on April 1, 2014. For all periods through September 30, 2012, we were in compliance with all of the covenants under the credit agreement and, as of the same date, our total leverage ratio and interest coverage ratio were 4.4 to 1.0 and 2.4 to 1.0, respectively.

Term Loan G

On August 20, 2012, our operating subsidiaries entered into an amended and restated credit agreement that replaced the prior credit agreement in its entirety and provided for a new term loan (“Term Loan G”) under the credit facility in the principal amount of $200.0 million. We borrowed the full amount of such term loan on the same date. Net proceeds from Term Loan G of $192.3 million, after giving effect to financing costs of $7.7 million, were used to repay all outstanding balances under the revolver, without any reduction in our revolving credit commitments, and to fund a $70.0 million capital distribution to parent.

Borrowings under Term Loan G bear interest at a floating rate or rates equal to, at our discretion, the Prime rate plus a margin of 2.00%, or the London Interbank Offered Rate (“LIBOR”) plus a margin of 3.00%, subject to a minimum LIBOR of 1.00%. Term Loan G matures on January 20, 2020, and, beginning December 31, 2012, is subject to quarterly reductions of $0.5 million, representing 0.25% of the original principal amount, with a final payment at maturity of $185.5 million, representing 92.75% of the original principal amount.

The amended and restated credit agreement also contained certain amendments to a number of terms and conditions, including restricted payments, excess cash recapture, asset sales and acquisitions, that will only become effective upon the approval of these amendments by the requisite lenders in the credit facility. Pursuant to the amended and restated credit agreement, all lenders under the revolver and Term Loan G, representing about 24% of lenders in the credit facility, have accepted such amended terms and conditions.

Interest Rate Exchange Agreements

We use interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable portion of borrowings under the credit facility. We believe this reduces the potential volatility in our interest expense that would otherwise result from changes in market interest rates. Our interest rate swaps have not been designated as hedges for accounting purposes, and have been accounted for on a mark-to-market basis as of, and for the three and nine months ended, September 30, 2012 and 2011. As of September 30, 2012:

• We had current interest rate swaps which set the variable portion of $700 million of borrowings under the credit facility at a rate of 3.3%. Our current interest rate swaps are scheduled to expire in the amounts of $400 million and $300 million during the years ending December 31, 2012 and 2014, respectively; and

• We had forward-starting interest rate swaps which will fix the variable portion of $800 million of borrowings under the credit facility at a rate of 2.9%. Our forward-starting interest rate swaps are scheduled to commence in the amounts of $500 million and $300 million during the years ending December 31, 2012 and 2014, respectively.

As of September 30, 2012, the average interest rate on outstanding borrowings under the credit facility, including the effect of these interest rate swaps, was 4.5%, as compared to 4.3% as of the same date last year.

Senior Notes

As of September 30, 2012, we had $725.2 million of senior notes outstanding, comprising $425.2 million of 8 ¹/₂% senior notes due October 2015 (the “8 ¹/₂% Notes”) and $300.0 million of 6 ³/₈% senior notes due April 2023 (the “6 ³/₈% Notes”). Our senior notes are unsecured obligations, and each of the respective indentures governing our senior notes (the “indentures”) limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined) of 8.5 to 1.0. As of September 30, 2012, we were in compliance with all of the covenants under the indentures and, as of the same date, our debt to operating cash flow ratio was 6.6 to 1.0.

8 ¹/₂% Notes

On August 14, 2012, we commenced a cash tender offer (the “Tender Offer”) for up to $300.0 million of our outstanding 8 ¹/₂% Notes, and we increased the Tender Offer to $350.0 million on August 20, 2012. The Tender Offer expired on September 12, 2012, and holders who tendered their 8 ¹/₂% Notes on August 27, 2012 (the “Early Tender Date”) were entitled to an early tender premium of $20.00 per $1,000.00 principal amount of Notes (the “Early Tender Premium”). Holders of the 8 ¹/₂% Notes that accepted the Early Tender Premium received $1,022.50, plus an amount equal to accrued interest, payable in cash, for each $1,000 principal amount of Notes accepted for payment. Holders who tendered their Notes after the Early Tender Date, but before the expiration time, received $1,002.50, plus an amount equal to accrued interest, payable in cash, for each $1,000 principal amount of Notes accepted for payment.

Pursuant to the Tender Offer, on August 28, 2012 and September 12, 2012, we purchased $74.8 million in aggregate principal amount of 8 ¹/₂% Notes, of which $73.8 million received the Early Tender Premium. The accrued interest paid on such notes was $2.4 million. The Tender Offer was funded with proceeds from the 6 ³/₈% Notes. As a result of the Tender Offer, we recorded in our consolidated statements of operations a loss on early extinguishment of debt of $2.4 million for the three and nine months ended September 30, 2012. This amount included $1.7 million of net proceeds paid above par as a result of the Early Tender Premium, $0.5 million of unamortized deferred financing costs and $0.2 million of bank and other professional fees.

On September 14, 2012, we announced the redemption of any 8 ¹/₂% Notes that remained outstanding following the expiration of the Tender Offer (the “Redemption”). In accordance with the redemption provisions of the indenture governing the 8 ¹/₂% Notes, the remaining 8 ¹/₂% Notes were redeemed on October 15, 2012 at a price equal to $1,014.17 for each $1,000 principal amount outstanding. See Note 12 for a discussion of the Redemption.

6 ³/₈% Notes

On August 28, 2012, we issued the 6 ³/₈% Notes in the aggregate principal amount of $300.0 million. The 6 ³/₈% Notes are unsecured obligations, and the indenture governing these notes is substantially similar to the indenture governing our existing 8 ¹/₂% Notes. Net proceeds from the 6 ³/₈% Notes of $294.7 million, after giving effect to $5.3 million of financing costs, were used to fund the purchase of $74.8 million of 8 ¹/₂% Notes and a $26.0 million capital distribution to parent, with the balance for general corporate purposes. As a percentage of par value, the 6 ³/₈% Notes are redeemable at 103.188% commencing April 1, 2018, 102.125% commencing April 1, 2019, 101.063% commencing April 1, 2020 and at par value commencing April 1, 2021.

12

Debt Ratings

MCC’s corporate credit rating is B1, with a stable outlook, by Moody’s, and B+, with a stable outlook, by Standard and Poor’s. Our senior unsecured credit rating is B3, with a stable outlook, by Moody’s, and B-, with a stable outlook, by Standard and Poor’s.

There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indenture that are based on changes in our credit rating assigned by any rating agency.

Fair Value

As of September 30, 2012, the fair values of our senior notes and outstanding debt under the credit facility (using Level 2 inputs) were as follows (dollars in thousands):

8 1/2% senior notes due 2015	$	431,871
6 3/8% senior notes due 2023		300,000
	$	731,871
Bank credit facility	$	1,515,117

As of December 31, 2011, the fair values of our senior notes and outstanding debt under the credit facility (using Level 2 inputs) were as follows (dollars in thousands):

8 1/2% senior notes due 2015	$	517,500
Bank credit facility	$	1,435,993

7. MEMBER’S DEFICIT

Going Private Transaction

On November 12, 2010, MCC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among MCC, JMC Communications LLC (“JMC”) and Rocco B. Commisso, MCC’s founder, Chairman and Chief Executive Officer, who was also the sole member and manager of JMC, for the purpose of taking MCC private (the “Going Private Transaction”).

At a special meeting of stockholders on March 4, 2011, MCC’s stockholders voted to adopt the Merger Agreement. On the same date, JMC was merged with and into MCC, with MCC continuing as the surviving corporation, a private company that is wholly-owned by an entity controlled by Mr. Commisso.

The Going Private Transaction required funding of approximately $381.5 million, including related transaction expenses, and was funded, in part, by capital distributions to MCC from us, consisting of $200.0 million of borrowings under the revolver and $45.0 million of cash on hand. The balance was funded by Mediacom LLC, another wholly-owned subsidiary of MCC.

8. PREFERRED MEMBERS’ INTEREST

Mediacom LLC has a $150 million preferred membership investment in us, which has a 12% annual cash dividend, payable quarterly. During each of the three months ended September 30, 2012 and 2011, we paid $4.5 million in cash dividends on the preferred membership interest. During each of the nine months ended September 30, 2012 and 2011, we paid $13.5 million in cash dividends on the preferred membership interest.

13

9. RELATED PARTY TRANSACTIONS

MCC manages us pursuant to a management agreement with our operating subsidiaries. Under such agreements, MCC has full and exclusive authority to manage our day to day operations and conduct our business. We remain responsible for all expenses and liabilities relating to the construction, development, operation, maintenance, repair, and ownership of our systems. Management fees amounted to $3.5 million and $3.4 million for the three months ended September 30, 2012 and 2011, respectively, and $10.5 million and $11.1 million for the nine months ended September 30, 2012 and 2011, respectively.

We had capital contributions from parent of $18.5 million for the nine months ended September 30, 2012.

We had capital distributions to parent of $112.1 million and $250.7 million for the nine months ended September 30, 2012 and 2011, respectively.

Accounts receivable – affiliates and accounts payable – affiliates represent amounts due from, or amounts due to, MCC or its subsidiaries (other than us).

See Note 7 for more information about the Going Private Transaction between MCC and MCC’s Chairman and Chief Executive Officer, Rocco B. Commisso.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations, cash flows or business.

11. GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with ASC 350 —Intangibles — Goodwill and Other(“ASC 350”),the amortization of goodwill and indefinite-lived intangible assets is prohibited and requires such assets to be tested annually for impairment, or more frequently if impairment indicators arise. We have determined that our cable franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.

We have evaluated the qualitative factors surrounding our Mediacom Broadband reporting unit, which has negative equity carrying value. We do not believe that it is “more likely than not” that a goodwill impairment exists. As such, we have not performed Step 2 of the goodwill impairment test.

The economic conditions currently affecting the U.S. economy and the long-term impact on the fundamentals of our business may have a negative impact on the fair values of the assets in our reporting units. This may result in the recognition of an impairment loss in the future.

Because we believe there has not been a meaningful change in the long-term fundamentals of our business during the first nine months of 2012, we have determined that there has been no triggering event under ASC 350, and as such, no interim impairment test was required as of September 30, 2012.

12. SUBSEQUENT EVENTS

On October 15, 2012, we redeemed $425.2 million in aggregate principal amount of our 8 ¹/₂% Notes, representing the entire outstanding balance of such notes. In accordance with the redemption provisions of the indenture governing the 8 ¹/₂% Notes, these notes were redeemed at a price equal to $1,014.17 for each $1,000 principal amount outstanding, for an aggregate redemption price of $431.2 million. The Redemption was funded with $203.1 million of cash and cash equivalents, borrowings of $132.1 million under the revolver and a $96.0 million capital contribution from our parent, MCC.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited consolidated financial statements as of, and for the three and nine months ended, September 30, 2012 and 2011, and with our annual report on Form 10-K for the year ended December 31, 2011.

Overview

We are a wholly-owned subsidiary of Mediacom Communications Corporation (“MCC”), the nation’s eighth largest cable company based on the number of video customers. As of September 30, 2012, we served approximately 567,000 video customers, 501,000 HSD customers and 189,000 phone customers, aggregating 1.26 million primary service units (“PSUs”).

Through our interactive broadband network, we provide our residential and commercial customers with a wide variety of products and services, including our primary services of video, high-speed data (“HSD”) and phone, which we refer to as our “triple play bundle.” We also provide network and transport services to medium and large sized businesses in our service areas, including cell tower backhaul for wireless telephone providers, and sell advertising time we receive under our programming license agreements to local, regional and national advertisers.

Our performance has been affected by general economic conditions and by the competition we face. We believe high unemployment levels and weakness in the housing sector and consumer spending have, in part, contributed to lower connect activity for all of our services and negatively impacted our residential customer and revenue growth. While we expect improvement as the economy recovers, a continuation or broadening of such effects may adversely impact our results of operations, cash flows and financial position.

Our residential video service principally competes with direct broadcast satellite (“DBS”) providers, who offer video programming substantially similar to ours. For the past several years, DBS competitors have deployed aggressive marketing campaigns, including deeply discounted promotional packages, which we believe has contributed to video customer losses in our markets. Our programming costs, particularly for sports and local broadcast programming, have risen well in excess of the inflation rate in recent years, a trend we expect to continue. Given these factors, we have generally limited our offering of discounted pricing for video-only customers, as we believe it has become uneconomic to offer a low-priced, low-margin video-only product in an attempt to match the competition’s pricing. While the reduction of discounted pricing has positively impacted per-unit video revenues, we believe that it, along with weak economic conditions, has contributed to further video customer losses and, if such losses were to continue, we may experience future annual declines in video revenues. We expect to partially offset such declines through higher average unit pricing and greater penetration of our advanced video services, including video-on-demand (“VOD”), high-definition television (“HDTV”) and digital video recorders (“DVRs”).

Our residential HSD service competes primarily with local telephone companies, such as AT&T and CenturyLink. Such companies compete with our HSD product by offering digital subscriber line (“DSL”) services. In our markets, widely-available DSL service is typically limited to downstream speeds ranging from 1.5Mbps to 3Mbps, compared to our downstream speeds ranging from 3Mbps to 105Mbps. We believe we will continue to increase HSD revenues through future growth in residential HSD customers and customers taking higher speed tiers.

Our residential phone service competes with local telephone companies that offer a product substantially similar to ours, and with cellular phone services offered by national wireless providers. We expect to face pricing pressure for our phone service, which may partially or fully offset greater revenues resulting from continuing growth of residential phone customers.

Certain local telephone companies, including AT&T and Verizon, have deployed fiber-based networks which allow for a triple play bundle that is comparable to ours. As of September 30, 2012, based on internal estimates, approximately 11% of our cable systems actively competed with these local telephone companies.

Our commercial video, HSD and phone services face similar competition to our comparable residential services. Historically, local telephone companies have been in a better position to offer HSD services to businesses, as their networks tend to be more developed in commercial areas. However, we have recently increased our efforts to offer and market a more complete array of products and services suited to businesses, and continue to extend our distribution network further into business districts in the cities and towns we serve. Our enterprise networks business faces competition from local telephone companies and other carriers, such as metro and regional fiber providers. We believe we will continue to increase business services revenues through increasing our commercial HSD, phone and, to a lesser extent, video customer base, and continued growth of our enterprise networks business, including fees for cell tower backhaul.

We face significant competition in our advertising business from a wide range of national, regional and local competitors. We compete for advertising revenues principally against local broadcast stations, national cable and broadcast networks, radio, newspapers, magazines, outdoor display and Internet companies. Advertising revenues are sensitive to the political election cycle, and we believe advertising revenues will increase for the full year 2012, as this is an election year.

15

Recent Developments

In August 2012, we issued a new term loan in the aggregate principal amount of $200 million under our existing bank credit facility (the “credit facility”) and new 6 ³/₈% senior notes in the aggregate principal amount of $300 million (together, the “financings”). In September 2012, we used the proceeds of the financings to purchase $74.8 million of our 8 ¹/₂% senior notes due 2015 (the “8 ¹/₂% Notes”) through a cash tender offer, and in October 2012, we redeemed the remaining $425.2 million of 8 ¹/₂% Notes (the “Redemption”). For more information, see “— Liquidity and Capital Resources — Capital Structure — Financing Activities” and Notes 6 and 12 in our Notes to Consolidated Financial Statements.

Revenues

Video

Video revenues primarily represent monthly subscription fees charged to our residential video customers, which vary according to the level of service and equipment taken, and revenue from the sale of VOD content and pay-per-view events. Video revenues also include installation, reconnection and wire maintenance fees, franchise and late payment fees, and other ancillary revenues.

HSD

HSD revenues primarily represent monthly subscription fees charged to our residential HSD customers, which vary according to the level of HSD service taken.

Phone

Phone revenues primarily represent monthly subscription fees charged to our residential phone customers for our phone service.

Business Services

Business services revenues primarily represent monthly fees charged to our commercial video, HSD and phone customers, which vary according to the level of service taken, and fees charged to large sized businesses, including wireless providers for cell tower backhaul, for our scalable, fiber-based enterprise networks products and services.

Advertising

Advertising revenues primarily represent revenues received from selling advertising time we receive under our programming license agreements to local, regional and national advertisers for the placement of commercials on channels offered on our video services.

Costs and Expenses

Service Costs

Service costs consist of the costs related to providing and maintaining services to our customers. Significant service costs are for: video programming; HSD service, including bandwidth connectivity; phone service, including leased circuits and long distance; our enterprise networks business; technical personnel who maintain our cable network, perform customer installation activities and provide customer support; our network operations center; utilities, including pole rental; and field operations, including outside contractors, vehicle fuel and maintenance and leased fiber for our regional fiber networks.

Programming costs, which are generally paid on a per video customer basis, have historically represented our single largest expense. In recent years, we have experienced substantial increases in the per-unit cost of our programming, which we believe will continue to grow due to the increasing contractual rates and retransmission consent fees demanded by large programmers and independent broadcasters. Our HSD and phone service costs fluctuate depending on the level of investments we make in our cable systems and the resulting operational efficiencies. In June 2011, we completed a transition to an internal phone service platform, which greatly reduced our phone service expenses. Our other service costs generally rise as a result of customer growth and inflationary cost increases for personnel, outside vendors and other expenses. Personnel and related support costs may increase as the percentage of expenses that we capitalize declines due to lower levels of new service installations. We anticipate that our service costs, with the exception of programming expenses, will remain fairly consistent as a percentage of our revenues.

Selling, General and Administrative Expenses

Significant selling, general and administrative expenses are for: our call center, customer service marketing, business services, support and administrative personnel; franchise fees and other taxes; bad debt; billing; marketing; advertising; and general office administration. These expenses generally rise due to customer growth and inflationary cost increases for personnel, outside vendors and other expenses. We anticipate that our selling, general and administrative expenses will remain fairly consistent as a percentage of our revenues.

16

Service costs and selling, general and administrative expenses exclude depreciation and amortization, which is presented separately.

Management Fee Expense

Management fee expense reflects compensation paid to MCC for the performance of services it provides our operating subsidiaries in accordance with management agreements between MCC and our operating subsidiaries.

Use of Non-GAAP Financial Measures

“OIBDA” is not a financial measure calculated in accordance with generally accepted accounting principles (“GAAP”) in the United States. We define OIBDA as operating income before depreciation and amortization. OIBDA has inherent limitations as discussed below.

OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results. We believe OIBDA is useful for investors because it enables them to assess 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. A limitation of 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 uses a separate process to budget, measure and evaluate capital expenditures. In addition, OIBDA may not be comparable to similarly titled measures used by other companies, which may have different depreciation and amortization policies.

OIBDA should not be regarded as an alternative to operating income or net income (loss) as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity, nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to OIBDA.

17

Actual Results of Operations

Three Months Ended September 30, 2012 compared to Three Months Ended September 30, 2011

The table below sets forth our consolidated statements of operations and OIBDA for the three months ended September 30, 2012 and 2011 (dollars in thousands and percentage changes that are not meaningful are marked NM):

	Three Months Ended September 30,
	2012			2011			$ Change			% Change
Revenues	$	223,865		$	220,244		$	3,621			1.6	%
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		89,176			88,566			610			0.7	%
Selling, general and administrative expenses		45,964			44,872			1,092			2.4	%
Management fee expense		3,450			3,414			36			1.1	%
Depreciation and amortization		37,645			35,578			2,067			5.8	%
Operating income		47,630			47,814			(184	)		(0.4	%)
Interest expense, net		(29,904	)		(27,897	)		(2,007	)		7.2	%
Loss on derivatives, net		(6	)		(17,159	)		17,153			NM
Loss on early extinguishment of debt		(2,376	)		—			(2,376	)		NM
Other expense, net		(458	)		(456	)		(2	)		0.4	%
Net income	$	14,886		$	2,302		$	12,584			NM
OIBDA	$	85,275		$	83,392		$	1,883			2.3	%

The table below represents a reconciliation of OIBDA to operating income, which is the most directly comparable GAAP measure (dollars in thousands):

	Three Months Ended September 30,
	2012			2011			$ Change			% Change
OIBDA	$	85,275		$	83,392		$	1,883			2.3	%
Depreciation and amortization		(37,645	)		(35,578	)		(2,067	)		5.8	%
Operating income	$	47,630		$	47,814		$	(184	)		(0.4	%)

18

Revenues

The tables below set forth our revenues and selected customer and average monthly revenue statistics as of, and for the three months ended, September 30, 2012 and 2011 (dollars in thousands, except per customer and per unit data):

	Three Months Ended September 30,
	2012		2011		$ Change			% Change
Video	$	114,519	$	119,884	$	(5,365	)		(4.5	%)
HSD		56,250		53,239		3,011			5.7	%
Phone		16,962		17,011		(49	)		(0.3	%)
Business services		21,634		18,054		3,580			19.8	%
Advertising		14,500		12,056		2,444			20.3	%
Total	$	223,865	$	220,244	$	3,621			1.6	%
	September 30,				Increase/ (Decrease)
	2012		2011					% Change
Video customers		567,000		612,000		(45,000	)		(7.4	%)
HSD customers		501,000		467,000		34,000			7.3	%
Phone customers		189,000		179,000		10,000			5.6	%
Primary service units (PSUs)		1,257,000		1,258,000		(1,000	)		(0.1	%)
Digital customers		445,000		403,000		42,000			10.4	%
Revenue generating units		1,702,000		1,661,000		41,000			2.5	%
Average total monthly revenue per video customer(1)	$	130.23	$	117.84	$	12.39			10.5	%
Average total monthly revenue per PSU(2)	$	59.18	$	57.83	$	1.35			2.3	%

⁽¹⁾  Represents average total monthly revenues for the period divided by average video customers for such period.

⁽²⁾  Represents average total monthly revenues for the period divided by average PSUs for such period.

Revenues increased 1.6%, primarily due to higher business services, HSD and advertising revenues, offset in part by lower video revenues. Average total monthly revenue per video customer increased 10.5% to $130.23, and average total monthly revenue per PSU increased 2.3% to $59.18.

Video revenues declined 4.5%, mainly due to residential video customer losses, offset in part by higher unit pricing. During the three months ended September 30, 2012, we lost 12,000 video customers, compared to 22,000 in the prior year period. As of September 30, 2012, we served 567,000 video customers, or 38.1% of our estimated homes passed. As of the same date, 78.5% of our video customers were digital customers, and 46.3% of our digital customers were taking our DVR and/or HDTV services.

HSD revenues grew 5.7%, principally due to a greater residential HSD customer base and, to a lesser extent, higher unit pricing. During the three months ended September 30, 2012, we gained 8,000 HSD customers, compared to a loss of 3,000 in the prior year period. As of September 30, 2012, we served 501,000 HSD customers, or 33.6% of our estimated homes passed.

Phone revenues were 0.3% lower, largely a result of lower unit pricing, mostly offset by a greater residential phone customer base. During the three months ended September 30, 2012, we lost 4,000 phone customers, compared to an increase of 2,000 in the prior year period. As of September 30, 2012, we served 189,000 phone customers, or 12.7% of our estimated homes passed.

Business services revenues rose 19.8%, primarily due to an increase in commercial HSD and phone customers and greater revenues from our enterprise networks business, principally for cell tower backhaul.

Advertising revenues were 20.3% higher, principally due to higher levels of political and, to a lesser extent, automotive advertising.

Costs and Expenses

Service costs increased 0.7%, primarily due to greater field operating, and to a lesser extent, phone and HSD service costs, offset in part by lower programming and, to a lesser extent, utilities expenses. Field operating costs grew 18.9%, largely as a result of a greater

19

use of outside contractors and, to a lesser extent, higher fiber lease and equipment maintenance expenses. Phone service costs rose 19.9%, primarily due to a larger phone customer base. HSD service costs increased 18.8%, principally due to a larger HSD customer base and, to a lesser extent, increased bandwidth usage and maintenance agreements. Programming costs decreased 1.9%, mainly due to a lower video customer base, mostly offset by higher contractual rates charged by our programming vendors and, to a lesser extent, greater retransmission consent fees. Utilities expenses were 12.0% lower, primarily due to a reduction in electric utility and, to a lesser extent, pole rental expenses. Service costs as a percentage of revenues were 39.8% and 40.2% for the three months ended September 30, 2012 and 2011, respectively.

Selling, general and administrative expenses grew 2.4%, primarily due to higher employee costs, offset in part by lower bad debt expense. Employee costs increased 9.2%, largely as a result of increased business services marketing and, to a lesser extent, customer service and direct sales staffing levels. Bad debt expense was 5.9% lower, principally due to a lower number of written-off accounts. Selling, general and administrative expenses as a percentage of revenues were 20.5% and 20.4% for the three months ended September 30, 2012 and 2011, respectively.

Management fee expense increased 1.1%, reflecting higher overhead costs charged by MCC. Management fee expense as a percentage of revenues was 1.5% and 1.6% for the three months ended September 30, 2012 and 2011, respectively.

Depreciation and amortization increased 5.8%, largely as a result of the depreciation of investments in shorter-lived customer premise equipment and our internal phone service platform.

OIBDA

OIBDA grew 2.3%, primarily due to greater revenues, offset in part by higher selling, general and administrative expenses and service costs.

Operating Income

Operating income decreased 0.4%, as higher depreciation and amortization was mostly offset by the growth in OIBDA.

Interest Expense, Net

Interest expense, net, increased 7.2%, due to greater average outstanding indebtedness and a higher average cost of debt.

Loss on Derivatives, Net

As of September 30, 2012, we had interest rate exchange agreements (which we refer to as “interest rate swaps”) with an aggregate notional amount of $1.5 billion, of which $800 million were forward-starting interest rate swaps. These interest rate swaps have not been designated as hedges for accounting purposes, and the changes in their mark-to-market values are derived primarily from changes in market interest rates and the decrease in their time to maturity. As a result of changes to the mark-to-market valuation of these interest rate swaps, based upon information provided by our counterparties, we recorded a net loss on derivatives of $0 for the three months ended September 30, 2012, compared to a net loss on derivatives of $17.2 million for the three months ended September 30, 2011.

Other Expense, Net

Other expense, net, was $0.5 million for each of the three months ended September 30, 2012 and 2011. During the three months ended September 30, 2012, other expense, net, consisted of $0.3 million of revolving credit facility commitment fees and $0.2 million of other fees. During the three months ended September 30, 2011, other expense, net, consisted of $0.4 million of revolving credit facility commitment fees and $0.1 million of other fees.

Net Income

As a result of the factors described above, we recognized net income of $14.9 million for the three months ended September 30, 2012, compared to $2.3 million for the three months ended September 30, 2011.

20

Actual Results of Operations

Nine Months Ended September 30, 2012 compared to Nine Months Ended September 30, 2011

The table below sets forth our consolidated statements of operations and OIBDA for the nine months ended September 30, 2012 and 2011 (dollars in thousands and percentage changes that are not meaningful are marked NM):

	Nine Months Ended
	September 30,
	2012			2011			$ Change			% Change
Revenues	$	668,949		$	655,660		$	13,289			2.0	%
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		270,078			267,677			2,401			0.9	%
Selling, general and administrative expenses		134,010			130,117			3,893			3.0	%
Management fee expense		10,535			11,075			(540	)		(4.9	%)
Depreciation and amortization		112,746			106,855			5,891			5.5	%
Operating income		141,580			139,936			1,644			1.2	%
Interest expense, net		(86,346	)		(83,549	)		(2,797	)		3.3	%
Gain (loss) on derivatives, net		1,060			(21,363	)		22,423			NM
Loss on early extinguishment of debt		(2,376	)		—			(2,376	)		NM
Other expense, net		(1,111	)		(1,641	)		530			(32.3	%)
Net income	$	52,807		$	33,383		$	19,424			58.2	%
OIBDA	$	254,326		$	246,791		$	7,535			3.1	%

The table below represents a reconciliation of OIBDA to operating income, which is the most directly comparable GAAP measure (dollars in thousands):

	Nine Months Ended
	September 30,
	2012			2011			$ Change			% Change
OIBDA	$	254,326		$	246,791		$	7,535			3.1	%
Depreciation and amortization		(112,746	)		(106,855	)		(5,891	)		5.5	%
Operating income	$	141,580		$	139,936		$	1,644			1.2	%

Revenues

The table below sets forth our revenues for the nine months ended, September 30, 2012 and 2011 (dollars in thousands):

	Nine Months Ended
	September 30,
	2012		2011		$ Change			% Change
Video	$	350,112	$	366,275	$	(16,163	)		(4.4	%)
HSD		168,349		155,182		13,167			8.5	%
Phone		50,124		50,252		(128	)		(0.3	%)
Business services		61,342		48,618		12,724			26.2	%
Advertising		39,022		35,331		3,691			10.4	%
Total	$	668,949	$	655,658	$	13,291			2.0	%

21

Revenues increased 2.0%, primarily due to higher HSD and business services revenues, offset in part by lower video revenues. Average total monthly revenue per video customer increased 11.9% to $127.82, and average total monthly revenue per PSU increased 4.2% to $59.44.

Video revenues declined 4.4%, as residential video customer losses were partly offset by higher unit pricing. During the nine months ended September 30, 2012, we lost 29,000 video customers, compared to a loss of 51,000 in the prior year period.

HSD revenues grew 8.5%, primarily due to higher unit pricing and, to a lesser extent, a greater residential HSD customer base. During the nine months ended September 30, 2012, we gained 33,000 HSD customers, compared to an increase of 8,000 in the prior year period.

Phone revenues declined 0.3%, largely as a result of lower unit pricing, mostly offset by a greater residential phone customer base. During the nine months ended September 30, 2012, we gained 9,000 phone customers, compared to an increase of 4,000 in the prior year period.

Business services revenues rose 26.2%, primarily due to an increase in commercial HSD and phone customers and greater revenues from our enterprise networks business, principally for cell tower backhaul.

Advertising revenues were 10.4% higher, principally due to higher levels of political and, to a lesser extent, automotive advertising.

Costs and Expenses

Service costs increased 0.9%, primarily due to greater field operating and employee costs and, to a lesser extent, HSD service costs, mostly offset by lower programming and phone service expenses. Field operating costs grew 15.4%, largely as a result of a greater use of outside contractors and, to a lesser extent, higher fiber lease and cable location costs. Employee costs increased 5.0%, principally due to higher staffing levels and, to a lesser extent, unfavorable employee benefit adjustments. HSD service costs grew 17.3%, principally due to a larger HSD customer base and, to a lesser extent, increased bandwidth usage and maintenance agreements. Programming expenses declined 0.9%, largely as a result of a lower video customer base, mostly offset by higher contractual rates charged by our programming vendors and, to a lesser extent, greater retransmission consent fees. Phone service expenses fell 15.3%, substantially due to cost savings resulting from our transition from a third-party provider to an internal phone service platform. Service costs as a percentage of revenues were 40.4% and 40.8% for the nine months ended September 30, 2012 and 2011, respectively.

Selling, general and administrative expenses grew 3.0%, principally as a result of higher employee and marketing costs, offset in part by lower bad debt expense and taxes and fees. Employee costs were 10.3% higher, largely as a result of increased business services marketing and customer service staffing levels. Marketing costs increased 8.0%, primarily due to costs related to our rebranding and greater spending on direct mail advertising. Bad debt fell by 8.2%, principally due to a lower number of written-off accounts. Taxes and fees decreased 3.1%, mainly due to lower franchise fees and, to a lesser extent, property taxes. Selling, general and administrative expenses as a percentage of revenues were 20.0% and 19.8% for the nine months ended September 30, 2012 and 2011, respectively.

Management fee expense decreased 4.9%, reflecting lower overhead costs charged by MCC. Management fee expense as a percentage of revenues was 1.6% and 1.7% for the nine months ended September 30, 2012 and 2011, respectively.

Depreciation and amortization increased 5.5%, largely as a result of the depreciation of investments in shorter-lived customer premise equipment and our internal phone service platform.

OIBDA

OIBDA grew 3.1%, primarily due to greater revenues, offset in part by higher selling, general and administrative expenses and service costs.

Operating Income

Operating income was 1.2% higher, as the growth in OIBDA was mostly offset by higher depreciation and amortization.

Interest Expense, Net

Interest expense, net, increased 3.3%, due to a higher cost of debt and greater average outstanding indebtedness.

Gain (Loss) on Derivatives, Net

As a result of changes to the mark-to-market valuation of our interest rate swaps, based upon information provided by our counterparties, we recorded a net gain on derivatives of $1.1 million for the nine months ended September 30, 2012, compared to a net loss on derivatives of $21.4 million for the nine months ended September 30, 2011.

Other Expense, Net

Other expense, net, was $1.1 million and $1.6 million for the nine months ended September 30, 2012 and 2011, respectively. During the nine months ended September 30, 2012, other expense, net, consisted of $0.7 million of revolving credit facility commitment fees and $0.4 million of other fees. During the nine months ended September 30, 2011, other expense, net, consisted of $1.1 million of revolving credit facility commitment fees and $0.5 million of other fees.

22

Net Income

As a result of the factors described above, we recognized net income of $52.8 million for the nine months ended September 30, 2012, compared to $33.4 million for the nine months ended September 30, 2011.

Liquidity and Capital Resources

Our net cash flows provided by operating activities are primarily used to fund investments in the capacity and reliability of our network and the further expansion of our products and services, as well as scheduled repayments of our indebtedness and periodic contributions to MCC. As of September 30, 2012, our near-term liquidity requirements included scheduled term loan amortization of $4.0 million during the remainder of 2012 and $16.0 million in each of the years ending December 31, 2013 and 2014.

As of September 30, 2012, our sources of liquidity included $213.1 million of cash and cash equivalents and $205.4 million of unused and available commitments under our revolving credit commitments (the “revolver”). As of the same date, after giving effect to the redemption of our remaining $425.2 million of 8 ¹/₂% Notes (see “Capital Structure— Redemption”), our sources of liquidity would have included $10.0 million of cash and cash equivalents and $73.3 million of unused and available commitments under the revolver. We believe that cash generated by or available to us will meet our anticipated capital and liquidity needs for the foreseeable future.

In the longer term, specifically 2015 and beyond, we do not expect to generate sufficient net cash flows from operations to fund our maturing term loans and senior notes. If we are unable to obtain sufficient future financing on similar terms as we currently experience, or at all, we may need to take other actions to conserve or raise capital that we would not take otherwise. However, we have accessed the debt markets for significant amounts of capital in the past, and expect to continue to be able to access these markets in the future as necessary.

Net Cash Flows Provided by Operating Activities

Net cash flows provided by operating activities were $173.5 million for the nine months ended September 30, 2012, primarily due to OIBDA of $254.3 million and, to a much lesser extent, the $4.8 million net change in our operating assets and liabilities, offset in part by interest expense of $86.3 million. The net change in our operating assets and liabilities was primarily due to an increase in accounts payable, accrued expenses and other current liabilities of $4.9 million, a decrease in accounts receivable, net, of $3.8 million and, to a lesser extent, an increase in deferred revenue of $1.1 million, which were offset in part by an increase in prepaid expenses and other assets of $3.6 million and an increase in accounts receivable from affiliates of $1.3 million.

Net cash flows provided by operating activities were $215.0 million for the nine months ended September 30, 2011, primarily due to OIBDA of $246.8 million and, to a much lesser extent, the $50.1 million net change in our operating assets and liabilities, offset in part by interest expense of $83.5 million. The net change in our operating assets and liabilities was primarily due to an increase in accounts payable, accrued expenses and other current liabilities of $29.9 million and a decrease in accounts receivable from affiliates of $28.8 million, offset in part by an increase in prepaid expenses and other assets of $5.4 million and an increase in accounts receivable, net, of $4.4 million.

Net Cash Flows Used in Investing Activities

Capital expenditures continue to be our primary use of capital resources and the majority of our net cash flows used in investing activities. Net cash flows used in investing activities were $121.5 million for the nine months ended September 30, 2012, compared to $107.6 million in the prior year period. The $13.9 million increase in net cash flows used in investing activities was due to a $6.2 million redemption of restricted cash and cash equivalents in the prior year period, a $5.5 million net change in accrued property, plant and equipment and a $2.2 million increase in capital expenditures. The increase in capital expenditures largely reflects greater spending on customer premise equipment and other costs associated with our ongoing digital transition, offset in part by reduced outlays for investments in our phone and HSD service platforms.

Net Cash Flows Provided by (Used in) Financing Activities

Net cash flows provided by financing activities were $149.4 million for the nine months ended September 30, 2012, primarily due to a $300.0 million issuance of new senior notes, net borrowings of $43.5 million under the credit facility and capital contributions from MCC of $18.5 million, offset in part by capital distributions to MCC of $112.1 million, a $74.8 million purchase of senior notes, dividend payments on preferred members’ interest of $13.5 million and financing costs of $13.0 million. For more information, see “— Capital Structure — Financing Activities” and Notes 6 and 12 in our Notes to Consolidated Financial Statements.

Net cash flows used in financing activities were $133.4 million for the nine months ended September 30, 2011, primarily due to capital distributions to MCC of $250.7 million and, to a much lesser extent, dividend payments on preferred members’ interest of $13.5 million, offset in part by net borrowings of $132.0 million under the credit facility.

23

Capital Structure

As of September 30, 2012, our total indebtedness was $2.266 billion, of which approximately 63% was at fixed interest rates or subject to interest rate protection. During the nine months ended September 30, 2012, we paid cash interest of $71.2 million, net of capitalized interest. As of the same date, after giving effect to the Redemption, our outstanding total indebtedness would have been $1.973 billion.

Bank Credit Facility

As of September 30, 2012, we maintained a $1.757 billion credit facility, comprising $1.541 billion of term loans with maturities ranging from January 2015 to January 2020, and a $216.0 million revolver, which is scheduled to expire on December 31, 2016. As of the same date, we had no outstanding balance under the revolver and $205.4 million of unused commitments, all of which were available be borrowed and used for general corporate purposes, after giving effect to $10.6 million of letters of credit issued thereunder to various parties as collateral. As of September 30, 2012, after giving effect to the Redemption, we would have had $73.3 million of unused commitments under the revolver, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $132.1 million of outstanding loans and $10.6 million of letters of credit.

The credit facility is collateralized by our ownership interests in our operating subsidiaries, and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of September 30, 2012, the credit agreement governing the credit facility required us to maintain a total leverage ratio (as defined) of no more than 6.0 to 1.0 and an interest coverage ratio (as defined) of no less than 1.75 to 1.0. The total leverage ratio covenant will be reduced to 5.5 to 1.0 commencing on April 1, 2013, and will be further reduced to 5.0 to 1.0 commencing on April 1, 2014.

Interest Rate Exchange Agreements

We use interest exchange agreements (which we refer to as “interest rate swaps”) in order to fix the variable portion of debt under the credit facility to reduce the potential volatility in our interest expense that would otherwise result from changes in market interest rates. As of September 30, 2012, we had interest rate swaps with various banks pursuant to which the rate on $700 million of floating rate debt was fixed at a weighted average rate of 3.3%. As of the same date, we also had $800 million of forward starting interest rate swaps with a weighted average fixed rate of approximately 2.9%.

Including the effects of these interest rate swaps, the average interest rates on outstanding debt under the credit facility as of September 30, 2012 and 2011 were 4.5% and 4.3%, respectively.

Senior Notes

As of September 30, 2012, we had $725.2 million of outstanding senior notes, consisting of $425.2 million of 8 ¹/₂% Notes, which were scheduled to mature in October 2015 and $300.0 million of 6 ³/₈% Notes were scheduled to mature in April 2023. In October 2012, we redeemed the remaining $425.2 million of 8 ¹/₂% Notes outstanding (see “— Redemption” below). Our senior notes are unsecured obligations, and the indenture governing our senior notes limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined) of 8.5 to 1.0.

Financing Activities

For additional information on the financing activities discussed below, see Notes 6 and 12 in our Notes to Consolidated Financial Statements.

New Financings

On August 20, 2012, our operating subsidiaries entered into an amended and restated credit agreement that provides for a new term loan (“Term Loan G”) under the credit facility in the principal amount of $200.0 million. Net proceeds from Term Loan G of $192.3 million, after giving effect to financing costs of $7.7 million, were used to repay all outstanding debt under the revolver, without any reduction in our revolving credit commitments, and were used to fund a $70.0 million capital distribution to parent.

On August 28, 2012, we issued the 6 ³/₈% Notes in the aggregate principal amount of $300.0 million. Net proceeds from such notes of $294.7 million, after giving effect to $5.3 million of financing costs, were used to fund the purchase of $74.8 million of 8 ¹/₂% Notes, a $26.0 million capital distribution to parent, with the balance for general corporate purposes.

24

Tender Offer

On August 14, 2012, we commenced a cash tender offer (the “Tender Offer”) for up to $300.0 million of our outstanding 8 ¹/₂% Notes, and we increased the Tender Offer to $350.0 million on August 20, 2012. Pursuant to the Tender Offer, on August 28, 2012 and September 12, 2012, we purchased $74.8 million in aggregate principal amount of our 8 ¹/₂% Notes. The Tender Offer was funded with proceeds from the 6 ³/₈% Notes.

Redemption

On October 15, 2012, we redeemed $425.2 million in aggregate principal amount of our 8 ¹/₂% Notes outstanding, representing the entire outstanding balance of such notes. These 8 ¹/₂% Notes were redeemed at a price equal to $1,014.17 for each $1,000 principal amount outstanding, for an aggregate redemption price of $431.2 million. The redemption was funded with $203.1 million of cash and cash equivalents, borrowings of $132.0 million under the revolver and a $96.0 million capital contribution from parent.

Covenant Compliance and Debt Ratings

For all periods through September 30, 2012, we were in compliance with all of the covenants under the credit facility and senior note arrangements. We do not believe that we will have any difficulty complying with any of the applicable covenants in the near future.

Our future access to the debt markets and the terms and conditions we receive are influenced by our debt ratings. MCC’s corporate credit rating is B1, with a stable outlook, by Moody’s, and B+, with a stable outlook, by Standard and Poor’s. Our senior unsecured credit rating is B3 by Moody’s, with a stable outlook, and B-, with a stable outlook, by Standard and Poor’s. We cannot assure you that Moody’s and Standard and Poor’s will maintain their ratings on MCC and us. A negative change to these credit ratings could result in higher interest rates on future debt issuance than we currently experience, or adversely impact our ability to raise additional funds.

Contractual Obligations and Commercial Commitments

There have been no material changes to our contractual obligations and commercial commitments as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011. This includes consideration of our financing transactions described above in “New Financings,” “Tender Offer” and “Redemption.”

Critical Accounting Policies

The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Periodically, we evaluate our estimates, including those related to doubtful accounts, long-lived assets, capitalized costs and accruals. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from these estimates under different assumptions or conditions. We believe that the application of the critical accounting policies requires significant judgments and estimates on the part of management. For a summary of our critical accounting policies, please refer to our annual report on Form 10-K for the year ended December 31, 2011.

Goodwill and Other Intangible Assets

In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification No. 350Intangibles — Goodwill and Other(“ASC 350”), the amortization of goodwill and indefinite-lived intangible assets is prohibited and requires such assets to be tested annually for impairment, or more frequently if impairment indicators arise. We have determined that our cable franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.

In accordance with Accounting Standards Update 2010-28 (“ASU 2010-28”) —When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force), we have evaluated the qualitative factors surrounding our Mediacom Broadband reporting unit, which has negative equity carrying value. We do not believe that it is “more likely than not” that a goodwill impairment exists. As such, we have not performed Step 2 of the goodwill impairment test.

The economic conditions currently affecting the U.S. economy and the long-term impact on the fundamentals of our business may have a negative impact on the fair values of the assets in our reporting units. This may result in the recognition of an impairment loss in the future.

Because we believe there has not been a meaningful change in the long-term fundamentals of our business during the first nine months of 2012, we have determined that there has been no triggering event under ASC 350, and as such, no interim impairment test was required as of September 30, 2012.

25

Inflation and Changing Prices

Our costs and expenses are subject to inflation and price fluctuations. Such changes in costs and expenses can generally be passed through to customers. Programming costs have historically increased at rates in excess of inflation and are expected to continue to do so. We believe that under the Federal Communications Commission’s existing cable rate regulations we may increase rates for cable television services to more than cover any increases in programming. However, competitive conditions and other factors in the marketplace may limit our ability to increase our rates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to the information required under this Item from what was disclosed in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2011. This includes consideration of our financing transactions described above in “New Financings,” “Tender Offer” and “Redemption.”

ITEM 4. CONTROLS AND PROCEDURES

Mediacom Broadband LLC

Under the supervision and with the participation of the management of Mediacom Broadband LLC, including Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband LLC evaluated the effectiveness of Mediacom Broadband LLC’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband LLC’s disclosure controls and procedures were effective as of September 30, 2012.

There has not been any change in Mediacom Broadband LLC’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband LLC’s internal control over financial reporting.

Mediacom Broadband Corporation

Under the supervision and with the participation of the management of Mediacom Broadband Corporation, including Mediacom Broadband Corporation’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband Corporation evaluated the effectiveness of Mediacom Broadband Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband Corporation’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband Corporation’s disclosure controls and procedures were effective as of September 30, 2012.

There has not been any change in Mediacom Broadband Corporation’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband Corporation’s internal control over financial reporting.

26

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 10 in our Notes to Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description
	4.1	Indenture relating to 6 3/8% senior notes due 2023 of Mediacom Broadband LLC and Mediacom Broadband Corporation
	10.1	Restatement Agreement to Credit Agreement, dated as of August 20, 2012, among Mediacom Communications Corporation, Mediacom Broadband LLC, the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
	10.2	Amended and Restated Credit Agreement, dated as of August 20, 2012, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
	31.1	Rule 15d-14(a) Certifications of Mediacom Broadband LLC
	31.2	Rule 15d-14(a) Certifications of Mediacom Broadband Corporation
	32.1	Section 1350 Certifications of Mediacom Broadband LLC
	32.2	Section 1350 Certifications of Mediacom Broadband Corporation
	101	The following financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, (iv) Notes to Consolidated Financial Statements

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDIACOM BROADBAND LLC
November 9, 2012	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MEDIACOM BROADBAND CORPORATION
November 9, 2012	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

29

EXHIBIT INDEX

Exhibit Number		Exhibit Description
	4.1	Indenture relating to 6 3/8% senior notes due 2023 of Mediacom Broadband LLC and Mediacom Broadband Corporation
	10.1	Restatement Agreement to Credit Agreement, dated as of August 20, 2012, among Mediacom Communications Corporation, Mediacom Broadband LLC, the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
	10.2	Amended and Restated Credit Agreement, dated as of August 20, 2012, among the operating subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
	31.1	Rule 15d-14(a) Certifications of Mediacom Broadband LLC
	31.2	Rule 15d-14(a) Certifications of Mediacom Broadband Corporation
	32.1	Section 1350 Certifications of Mediacom Broadband LLC
	32.2	Section 1350 Certifications of Mediacom Broadband Corporation
	101	The following financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011, (iv) Notes to Consolidated Financial Statements

30