UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~D.C. 20549

~~Quarterly~~FORM ~~Report Pursuant to Section 13 or 15(d)~~ 10-Q

ofQuarterly ~~the~~Report ~~Securities~~Pursuant ~~Exchange~~to ~~Act~~Section 13 ofor ~~1934~~15(d)

~~For~~of the ~~quarterly~~Securities ~~period~~Exchange ~~ended~~Act ~~June 30,~~of ~~2016~~1934

~~Commission~~For ~~File~~the ~~Numbers:~~quarterly ~~333-82124-01~~period ~~333-82124-04~~ended September 30, 2016

~~Mediacom~~Commission ~~LLC~~File Numbers: 333-82124-01 333-82124-04

Mediacom ~~Capital~~LLC Corporation*

~~(Exact~~Mediacom Capital ~~names~~Corporation* ~~of Registrants as specified in their charters)~~

New York New York	06-1433421 06-1513997
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Numbers)

(Exact names of Registrants as specified in their charters)

1 Mediacom Way

New York

06-1433421

06-1513997

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Numbers)

1 Mediacom ~~Park,~~Way ~~NY 10918~~

~~(Address~~Mediacom ofPark, ~~principal~~NY ~~executive~~10918 ~~offices)~~

(~~845)~~Address ~~443-2600~~of principal executive offices)

(~~Registrants’ telephone number~~845) 443-2600

~~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~~telephone ~~required to file such reports~~number), ~~and (2) have been subject to such filing requirements for the past 90 days. ¨ Yes x No~~

~~Note:~~Indicate Asby ~~voluntary~~check ~~filers,~~mark ~~not subject to~~ whether the ~~filing requirements, the~~ Registrants (1) have filed all reports ~~under~~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 ☐ No ☒

~~Indicate~~Note: byAs ~~check~~voluntary ~~mark~~filers, ~~whether~~not ~~the~~subject ~~Registrants~~to ~~have~~the ~~submitted~~filing ~~electronically and posted on their corporate Web site~~requirements, ifthe ~~any,~~Registrants ~~every~~have ~~Interactive~~filed ~~Data~~all ~~File~~reports ~~required~~under toSection 13 beor ~~submitted~~15(d) ~~and posted pursuant to Rule 405~~ of ~~Regulation~~the ~~S-T~~Exchange Act 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~~have ~~large~~submitted ~~accelerated~~electronically ~~filers,~~and ~~accelerated~~posted ~~filers~~on their corporate Web site, ~~non-accelerated~~if any, ~~filers~~every orInteractive ~~smaller~~Data ~~reporting~~File ~~companies.~~required ~~See~~to ~~the~~be ~~definitions~~submitted and posted pursuant to Rule 405 of ~~“large~~Regulation ~~accelerated~~S-T ~~filer,”~~during ~~“accelerated~~the ~~filer”~~preceding ~~and~~12 ~~“smaller~~months ~~reporting~~(or ~~company”~~for insuch ~~Rule 12b-2~~shorter ofperiod that the ~~Exchange~~Registrants ~~Act~~were required to submit and post such files). Yes ☒ No ☐

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

~~Indicate~~Large byaccelerated ~~check~~filers ~~mark~~☐ ~~whether~~Accelerated ~~the~~filers ~~Registrants~~☐ ~~are shell companies (as defined in Rule 12b~~Non-2accelerated offilers ~~the~~☒ ~~Exchange~~Smaller ~~Act). ¨ Yes x No~~reporting companies ☐

Indicate by check mark whether the ~~number~~Registrants ofare ~~shares~~shell ~~outstanding~~companies of(as ~~the~~defined ~~Registrants’~~in ~~common~~Rule ~~stock:~~12b-2 ~~Not~~of ~~Applicable~~the Exchange Act). Yes ☐ No ☒

*Indicate ~~Mediacom Capital Corporation meets~~ the ~~conditions~~number ~~set~~of ~~forth~~shares inoutstanding ~~General Instruction H (1) (a) and (b)~~ of ~~Form~~the Registrants’ ~~10-Q~~common ~~and~~stock: isNot ~~therefore~~Applicable ~~filing this form with the reduced disclosure format.~~

~~MEDIACOM~~* ~~LLC~~Mediacom ~~AND~~Capital ~~SUBSIDIARIES~~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.

FORMTable 10-Qof Contents

~~FOR~~MEDIACOM ~~THE~~LLC ~~PERIOD~~AND ~~ENDED~~SUBSIDIARIES ~~JUNE 30, 2016~~

~~TABLE~~FORM OF10-Q ~~CONTENTS~~

	Page
PART I
Item 1. Financial Statements	4
Consolidated Balance Sheets (unaudited) June 30, 2016 and December 31, 2015	4
Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2016 and 2015	5
Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2016 and 2015	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk	22
Item 4. Controls and Procedures	22
PART II
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 6. Exhibits	24
Signatures	25

FOR THE PERIOD ENDED SEPTEMBER 30, 2016

~~This~~TABLE ~~Quarterly~~OF ~~Report~~CONTENTS on Form 10-Q is for the three and six months ended June 30, 2016. 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 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.

Mediacom LLC is a New York limited liability company and a wholly-owned subsidiary of Mediacom Communications Corporation, a Delaware corporation. Mediacom Capital Corporation is a New York corporation and a wholly-owned subsidiary of Mediacom LLC. Mediacom Capital Corporation was formed for the sole purpose of acting as co-issuer with Mediacom LLC of debt securities and does not conduct operations of its own.


	Page
PART I
Item 1. Financial Statements		4
Consolidated Balance Sheets (unaudited) September 30, 2016 and December 31, 2015		4
Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2016 and 2015		5
Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2016 and 2015		6
Notes to Consolidated Financial Statements (unaudited)		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures about Market Risk		24
Item 4. Controls and Procedures		24

PART II
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 6. Exhibits		25
Signatures		26

~~References~~This Quarterly Report on Form 10-Q is for the three and nine months ended September 30, 2016. Any statement contained in a prior periodic report shall be deemed to be modified or superseded for purposes of this Quarterly Report to ~~“we,”~~the ~~“us,”~~extent that a statement herein modifies or ~~“our”~~supersedes ~~are~~such tostatement. ~~Mediacom~~The ~~LLC~~Securities and ~~its~~Exchange ~~direct~~Commission ~~and~~allows ~~indirect~~us ~~subsidiaries~~to “incorporate ~~(including~~by ~~Mediacom~~reference” ~~Capital~~information ~~Corporation)~~that we file with them, ~~unless~~which ~~the~~means ~~context~~that ~~specifies~~we orcan ~~requires~~disclose ~~otherwise.~~important ~~References~~information inby ~~this~~referring ~~Quarterly~~you ~~Report~~directly to ~~“Mediacom”~~those ordocuments. ~~“MCC”~~Information ~~are~~incorporated by reference is considered to ~~Mediacom~~be ~~Communications~~part ~~Corporation~~of this Quarterly Report.

2Mediacom LLC is a New York limited liability company and a wholly-owned subsidiary of Mediacom Communications Corporation, a Delaware corporation. Mediacom Capital Corporation is a New York corporation and a wholly-owned subsidiary of Mediacom LLC. Mediacom Capital Corporation was formed for the sole purpose of acting as co-issuer with Mediacom LLC of debt securities and does not conduct operations of its own.

~~Cautionary~~References ~~Statement~~in ~~Regarding~~this ~~Forward-Looking~~Quarterly ~~Statements~~Report to “we,” “us,” or “our” are to Mediacom LLC and its direct and indirect subsidiaries (including Mediacom Capital Corporation), unless the context specifies or requires otherwise. References in this Quarterly Report to “Mediacom” or “MCC” are to Mediacom Communications Corporation.

~~You~~2 ~~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.~~

InTable 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:Contents

·Cautionary ~~increased~~Statement ~~levels~~Regarding ofForward-Looking ~~competition~~Statements for residential and business customers from other providers, including but not limited to direct broadcast satellite operators, local phone companies, other cable providers, wireless communications companies, and providers that offer streaming and downloading of video content over the Internet;

·You ~~lower~~should ~~demand~~carefully ~~for~~review ~~our~~the ~~residential~~information contained in this Quarterly Report and ~~business~~in ~~services,~~other ~~which~~reports ~~may~~or ~~result~~documents ~~from~~that ~~increased~~we ~~competition,~~file ~~weakened~~from ~~economic~~time ~~conditions~~to ortime ~~other~~with ~~factors;~~the SEC.

·In this Quarterly Report, we state our ~~ability~~beliefs toof ~~contain~~future ~~the~~events ~~continued~~and ~~increases~~of inour ~~video~~future ~~programming~~financial ~~costs~~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 ~~raise~~risks and ~~video~~uncertainties ~~rates~~that could cause actual results to ~~offset,~~differ inmaterially ~~whole~~from historical results or inthose ~~part,~~we ~~the~~anticipate ~~effects~~as a result of various factors, many of which are beyond our control. Factors that may cause such ~~costs~~differences to occur include, ~~including~~but are ~~retransmission~~not ~~consent~~limited ~~fees;~~to:

·• ~~significant~~increased ~~increases~~levels inof ~~the~~competition ~~use~~for residential and business customers from other providers, including but not limited to direct broadcast satellite operators, local phone companies, other cable providers, wireless communications companies, and providers that offer streaming and downloading of ~~bandwidth-intensive~~video ~~Internet~~content ~~services~~over the Internet;

·• ~~our~~lower ~~ability~~demand tofor ~~further~~our ~~expand~~residential ~~our~~and business services, which ~~has~~may ~~continued~~result tofrom ~~make~~increased ~~increasing~~competition, ~~contributions~~weakened toeconomic ~~our~~conditions ~~results~~or ofother ~~operations~~factors;

·• our ability to ~~successfully~~contain ~~adopt~~the ~~new~~continued ~~technologies~~increases ~~and~~in ~~introduce~~video ~~new~~programming ~~products~~costs, ~~and~~or ~~services~~to raise video rates to ~~meet~~offset, ~~customer~~in ~~demands~~whole ~~and~~or ~~preferences~~in part, the effects of such costs, including retransmission consent fees;

·• ~~our~~significant ~~ability~~increases toin ~~secure hardware, software and operational support for~~ the ~~delivery~~use of ~~products~~bandwidth-intensive ~~and~~Internet services ~~to consumers~~;

·• ~~disruptions~~our orability ~~failures~~to offurther expand our ~~network~~business ~~and information systems~~services, ~~including~~which ~~those~~has ~~caused~~continued byto ~~“cyber-attacks,”~~make ~~natural~~increasing ~~disasters~~contributions orto ~~other~~our ~~material~~results ~~events~~of ~~outside our control~~operations;

·• our ~~reliance~~ability onto ~~certain~~successfully ~~intellectual~~adopt ~~property~~new ~~rights,~~technologies and ~~not~~introduce ~~infringing~~new onproducts ~~the~~and ~~intellectual~~services ~~property~~to ~~rights~~meet ofcustomer ~~others~~demands and preferences;

·• our ability to ~~refinance~~secure ~~future~~hardware, ~~debt~~software ~~maturities~~and oroperational ~~provide~~support ~~future funding~~ for ~~general~~the ~~corporate~~delivery ~~purposes~~of products and ~~potential~~services ~~strategic~~to ~~transactions, on favorable terms, if at all~~consumers;

·• disruptions or failures of our ~~ability~~network toand ~~generate~~information ~~sufficient~~systems, ~~cash~~including ~~flows~~those ~~from~~caused ~~operations~~by to“cyber-attacks,” ~~meet~~natural ~~our~~disasters ~~debt~~or ~~service~~other ~~obligations~~material events outside our control;

·• ~~changes~~our inreliance ~~assumptions~~on ~~underlying~~certain ~~our~~intellectual ~~critical~~property ~~accounting~~rights, ~~policies~~and not infringing on the intellectual property rights of others;

·• ~~changes~~our inability ~~legislative~~to ~~and~~refinance ~~regulatory~~future ~~matters~~debt ~~that~~maturities ~~may~~or ~~cause~~provide usfuture tofunding ~~incur~~for ~~additional~~general ~~costs~~corporate purposes and ~~expenses;~~potential ~~and~~strategic transactions, on favorable terms, if at all;

·• ~~other~~our ~~risks~~ability ~~and~~to ~~uncertainties~~generate ~~discussed~~sufficient incash ~~the~~flows ~~Annual Report for the year ended December 31, 2015 and other reports or documents that we file~~ from ~~time~~operations to ~~time~~meet ~~with~~our ~~the~~debt ~~SEC.~~service obligations;

~~Statements~~• ~~included~~changes in ~~this~~assumptions ~~Quarterly~~underlying ~~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~~critical ~~statements~~accounting ~~made in this Quarterly Report, whether as a result of new information, future events or otherwise, except as required by applicable federal securities laws.~~policies;

3• changes in legislative and regulatory matters that may cause us to incur additional costs and expenses; and

~~PART~~• Iother risks and uncertainties discussed in the Annual Report for the year ended December 31, 2015 and other reports or documents that we file from time to time with the SEC.

~~ITEM 1.~~Statements ~~FINANCIAL~~included ~~STATEMENTS~~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.

~~MEDIACOM~~3 ~~LLC AND SUBSIDIARIES~~

CONSOLIDATEDTable BALANCEof SHEETSContents

~~(Dollars~~PART inI ~~thousands)~~

~~(Unaudited)~~ITEM 1. FINANCIAL STATEMENTS

	June 30,			December 31,
	2016			2015
ASSETS
CURRENT ASSETS
Cash	$	8,557		$	8,446
Accounts receivable, net of allowance for doubtful accounts of $2,458 and $2,267		42,743			42,576
Accounts receivable - affiliates		10,878			2,970
Prepaid expenses and other current assets		15,949			10,779
Total current assets		78,127			64,771
Preferred membership interest in affiliated company (Note 7)		150,000			150,000
Property, plant and equipment, net of accumulated depreciation of $1,710,702 and $1,671,048		707,011			689,897
Franchise rights		614,731			614,731
Goodwill		23,911			23,911
Subscriber lists, net of accumulated amortization of $118,299 and $118,291		43			51
Other assets, net of accumulated amortization of $1,695 and $1,366		5,270			6,940
Total assets	$	1,579,093		$	1,550,301
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	129,435		$	126,410
Deferred revenue		30,847			29,383
Current portion of long-term debt		13,675			14,555
Total current liabilities		173,957			170,348
Long-term debt, net (less current portion)		1,183,727			1,144,660
Other non-current liabilities		6,346			2,577
Total liabilities		1,364,030			1,317,585
Commitments and contingencies (Note 10)
MEMBER'S EQUITY
Capital contributions		382,541			461,101
Accumulated deficit		(167,478	)		(228,385	)
Total member's equity		215,063			232,716
Total liabilities and member's equity	$	1,579,093		$	1,550,301

MEDIACOM LLC AND SUBSIDIARIES

~~The~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes~~SHEETS ~~to the unaudited financial statements are an integral part of these statements.~~

4(Dollars in thousands)

~~MEDIACOM LLC AND SUBSIDIARIES~~(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS


	September 30, 2016			December 31, 2015
ASSETS
CURRENT ASSETS
Cash	$	7,966		$	8,446
Accounts receivable, net of allowance for doubtful accounts of $2,559 and $2,267		42,694			42,576
Accounts receivable — affiliates		4,220			2,970
Prepaid expenses and other current assets		13,942			10,779

Total current assets		68,822			64,771
Preferred membership interest in affiliated company (Note 7)		150,000			150,000
Property, plant and equipment, net of accumulated depreciation of $1,702,493 and $1,671,048		712,604			689,897
Franchise rights		614,731			614,731
Goodwill		23,911			23,911
Subscriber lists, net of accumulated amortization of $118,304 and $118,291		38			51
Other assets, net of accumulated amortization of $1,860 and $1,366		4,734			6,940

Total assets	$	1,574,840		$	1,550,301

LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	123,960		$	126,410
Deferred revenue		31,369			29,383
Current portion of long-term debt		13,675			14,555

Total current liabilities		169,004			170,348
Long-term debt, net (less current portion)		1,152,282			1,144,660
Other non-current liabilities		4,493			2,577

Total liabilities		1,325,779			1,317,585

Commitments and contingencies (Note 10)

MEMBER’S EQUITY
Capital contributions		382,135			461,101
Accumulated deficit		(133,074	)		(228,385	)

Total member’s equity		249,061			232,716

Total liabilities and member’s equity	$	1,574,840		$	1,550,301

~~(Dollars~~The inaccompanying ~~thousands)~~notes to the unaudited financial statements are an integral part of these statements.

~~(Unaudited)~~4

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Revenues	$	194,453		$	185,619		$	384,022		$	365,663
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		85,193			81,376			170,144			162,020
Selling, general and administrative expenses		31,407			30,139			61,747			58,983
Management fee expense		3,250			3,250			6,900			6,500
Depreciation and amortization		30,610			29,927			60,517			59,821
Operating income		43,993			40,927			84,714			78,339
Interest expense, net		(13,005	)		(15,903	)		(26,075	)		(31,881	)
(Loss) gain on derivatives, net		(953	)		3,343			(5,650	)		5,921
Loss on early extinguishment of debt (Note 6)		(264	)		—			(264	)		—
Investment income from affiliate (Note 7)		4,500			4,500			9,000			9,000
Other expense, net		(374	)		(269	)		(818	)		(498	)
Net income	$	33,897		$	32,598		$	60,907		$	60,881

~~The~~MEDIACOM ~~accompanying~~LLC ~~notes~~AND toSUBSIDIARIES ~~the unaudited financial statements are an integral part of these statements.~~

5CONSOLIDATED STATEMENTS OF OPERATIONS

~~MEDIACOM~~(Dollars ~~LLC~~in ~~AND~~thousands) ~~SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~(Unaudited)

(Dollars in thousands)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenues	$	195,488		$	186,179		$	579,510		$	551,842
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		87,214			82,625			257,358			244,645
Selling, general and administrative expenses		32,162			31,284			93,909			90,267
Management fee expense		3,650			3,250			10,550			9,750
Depreciation and amortization		32,353			30,445			92,870			90,266

Operating income		40,109			38,575			124,823			116,914
Interest expense, net		(12,791	)		(15,599	)		(38,866	)		(47,480	)
Gain (loss) on derivatives, net		2,905			(1,990	)		(2,745	)		3,931
Loss on early extinguishment of debt (Note 6)		—			—			(264	)		—
Investment income from affiliate (Note 7)		4,500			4,500			13,500			13,500
Other expense, net		(319	)		(251	)		(1,137	)		(749	)

Net income	$	34,404		$	25,235		$	95,311		$	86,116

~~(Unaudited)~~The accompanying notes to the unaudited financial statements are an integral part of these statements.

	Six Months Ended
	June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	60,907		$	60,881
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		60,517			59,821
Loss (gain) on derivatives, net		5,650			(5,921	)
Loss on early extinguishment of debt		264			—
Amortization of deferred financing costs		1,440			1,445
Changes in assets and liabilities:
Accounts receivable, net		(167	)		5,204
Accounts receivable - affiliates		(7,990	)		(2,669	)
Prepaid expenses and other assets		(4,925	)		(4,273	)
Accounts payable, accrued expenses and other current liabilities		(180	)		(2,029	)
Accounts payable - affiliates		—			(1,463	)
Deferred revenue		1,464			1,229
Other non-current liabilities		(50	)		—
Net cash flows provided by operating activities	$	116,930		$	112,225
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	$	(77,558	)	$	(64,610	)
Change in accrued property, plant and equipment		2,808			3,457
Proceeds from sale of assets		120			77
Acquisition of other intangible assets		—			(1,249	)
Net cash flows used in investing activities	$	(74,630	)	$	(62,325	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings of bank debt	$	268,875		$	87,125
Repayment of bank debt		(232,125	)		(124,125	)
Capital distributions to parent (Note 8)		(78,600	)		(10,100	)
Other financing activities		(339	)		(835	)
Net cash flows used in financing activities	$	(42,189	)	$	(47,935	)
Net change in cash		111			1,965
CASH, beginning of period		8,446			8,720
CASH, end of period	$	8,557		$	10,685
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	25,153		$	30,472

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

6MEDIACOM LLC AND SUBSIDIARIES

~~MEDIACOM~~CONSOLIDATED ~~LLC~~STATEMENTS ~~AND~~OF ~~SUBSIDIARIES~~CASH FLOWS

~~NOTES~~(Dollars TOin ~~CONSOLIDATED~~thousands) ~~FINANCIAL STATEMENTS~~

(Unaudited)

1. ORGANIZATION


	Nine Months Ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	95,311		$	86,116
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		92,870			90,266
Loss (gain) on derivatives, net		2,745			(3,931	)
Loss on early extinguishment of debt		264			—
Amortization of deferred financing costs		2,128			2,172
Changes in assets and liabilities:
Accounts receivable, net		(118	)		5,889
Accounts receivable — affiliates		(1,332	)		(6,712	)
Prepaid expenses and other assets		(2,547	)		(4,720	)
Accounts payable, accrued expenses and other current liabilities		3,140			(3,118	)
Accounts payable — affiliates		—			(1,463	)
Deferred revenue		1,986			1,365
Other non-current liabilities		(54	)		—

Net cash flows provided by operating activities	$	194,393		$	165,864

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	$	(115,489	)	$	(100,180	)
Change in accrued property, plant and equipment		(3,948	)		2,471
Proceeds from sale of assets		159			101
Acquisition of other intangible assets		—			(1,289	)

Net cash flows used in investing activities	$	(119,278	)	$	(98,897	)

CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings of bank debt	$	315,875		$	132,250
Repayment of bank debt		(311,125	)		(188,750	)
Capital distributions to parent (Note 8)		(79,025	)		(10,825	)
Financing costs		—			(94	)
Other financing activities		(1,320	)		(184	)

Net cash flows used in financing activities	$	(75,595	)	$	(67,603	)

Net change in cash		(480	)		(636	)
CASH, beginning of period		8,446			8,720

CASH, end of period	$	7,966		$	8,084

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	44,256		$	49,884

~~Basis~~The ofaccompanying ~~Preparation~~notes ofto ~~Unaudited~~the ~~Consolidated~~unaudited ~~Financial~~financial ~~Statements~~statements are an integral part of these statements.

~~Mediacom~~6 LLC (“Mediacom LLC” and collectively with its subsidiaries, “we,” “our” or “us”) is a New York limited liability company wholly-owned by Mediacom Communications Corporation (“MCC”). MCC is involved in the acquisition and operation of cable systems serving smaller cities and towns in the United States, and its cable systems are owned and operated through our operating subsidiaries and those of Mediacom Broadband LLC, a Delaware limited liability company wholly-owned by MCC. As limited liability companies, we and Mediacom Broadband LLC are not subject to income taxes and, as such, are included in the consolidated federal and state income tax returns of MCC, a C corporation.

OurTable 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.Contents

WeMEDIACOM ~~have~~LLC ~~prepared~~AND ~~these~~SUBSIDIARIES 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 statement 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, 2015. 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, 2016.

~~Mediacom~~NOTES ~~Capital~~TO ~~Corporation~~CONSOLIDATED ~~(“Mediacom~~FINANCIAL ~~Capital”),~~STATEMENTS a New York corporation wholly-owned by us, co-issued, jointly and severally with us, public debt securities. Mediacom Capital 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~~(Unaudited) 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 $3.1 million for each of the three months ended June 30, 2016 and 2015, and $6.2 million and $6.1 million for the six months ended June 30, 2016 and 2015, respectively.

~~Reclassifications~~1. ORGANIZATION

~~Certain~~Basis ~~reclassifications~~of ~~have~~Preparation ~~been~~of ~~made~~Unaudited toConsolidated ~~prior~~Financial ~~year~~Statements ~~amounts to conform to the current year presentation.~~

2Mediacom LLC (“Mediacom LLC” and collectively with its subsidiaries, “we,” “our” or “us”) is a New York limited liability company wholly-owned by Mediacom Communications Corporation (“MCC”). ~~RECENT~~MCC ~~ACCOUNTING~~is ~~PRONOUNCEMENTS~~involved in the acquisition and operation of cable systems serving smaller cities and towns in the United States, and its cable systems are owned and operated through our operating subsidiaries and those of Mediacom Broadband LLC, a Delaware limited liability company wholly-owned by MCC. As limited liability companies, we and Mediacom Broadband LLC are not subject to income taxes and, as such, are included in the consolidated federal and state income tax returns of MCC, a C corporation.

InOur ~~May~~principal ~~2014,~~operating ~~the~~subsidiaries ~~Financial~~conduct ~~Accounting~~all ~~Standards~~of ~~Board~~our consolidated ~~(“FASB”)~~operations ~~issued~~and ~~Accounting~~own ~~Standards~~substantially ~~Update~~all ~~(“ASU”) No. 2014-09 - Revenue from Contracts with Customers (“ASU 2014-09”). The guidance states that an entity should recognize revenue to depict the transfer~~ of ~~promised~~our ~~goods~~consolidated ~~or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services~~assets. AnOur ~~entity~~operating ~~should~~subsidiaries ~~also~~are ~~disclose~~separate ~~sufficient information to enable users of financial statements to understand the nature, amount, timing,~~ and ~~uncertainty~~distinct oflegal ~~revenue~~entities and ~~cash~~have ~~flows~~no ~~arising from contracts with customers. This guidance supersedes most industry-specific guidance~~obligation, ~~including~~contingent ~~Statement~~or ~~of Financial Accounting Standards No. 51 – Financial Reporting by Cable Television Companies. In August 2015~~otherwise, ~~the~~to ~~FASB~~make ~~issued~~funds ~~ASU~~available 2015-14, Revenue from Contracts with Customers, which deferred by one year the effective date of ASU 2014-09 until reporting periods beginning after December 15, 2017, including interim periods within the reporting period. The FASB is permitting early adoption of the updated accounting guidance, but not before the original effective date of December 15, 2016. We are currently evaluating the methods of adoption allowed by the new standard and the effect the standard and related guidance is expected to ~~have on our consolidated financial statements and related disclosures~~us.

InWe ~~April~~have ~~2015~~prepared ~~(as~~these ~~amended~~unaudited consolidated financial statements in ~~August~~accordance ~~2015),~~with the ~~FASB~~rules ~~issued~~and ~~ASU~~regulations ~~No. 2015-03~~of (the Securities and ~~ASU~~Exchange ~~2015-15~~Commission (the “SEC”). -In ~~Interest—Imputation~~the opinion of ~~Interest~~management, ~~(Subtopic~~such ~~835-30)~~statements ~~Simplifying~~include ~~the~~all ~~Presentation~~adjustments, consisting of ~~Debt~~normal ~~Issuance~~recurring ~~Costs~~accruals ~~(“ASU~~and ~~2015-03”)~~adjustments, necessary for a fair statement of our consolidated results of operations, financial position, and cash flows for the interim periods presented. The ~~purpose~~accounting ofpolicies ~~this~~followed ~~guidance~~during issuch tointerim ~~simplify~~periods reported are in conformity with generally accepted accounting principles in the ~~presentation~~United States of ~~debt~~America ~~issuance~~and ~~costs~~are ~~and~~consistent ~~requires~~with ~~that~~those ~~debt~~applied during ~~issuance~~annual ~~costs~~periods. ~~related~~For a summary of our accounting policies and other information, refer to aour ~~recognized~~Annual ~~debt~~Report ~~liability~~on beForm ~~presented~~10-K infor the ~~balance~~year ~~sheet~~ended asDecember 31, a2015. ~~direct~~The ~~deduction~~results ~~from~~of operations for the ~~carrying~~interim ~~amount~~periods are not necessarily indicative of the results that ~~debt~~might ~~liability,~~be ~~consistent~~expected ~~with~~for ~~debt~~future ~~discounts.~~interim ~~For~~periods ~~public~~or ~~business~~for the full year ending December 31, 2016.

7Mediacom Capital Corporation (“Mediacom Capital”), a New York corporation wholly-owned by us, co-issued, jointly and severally with us, public debt securities. Mediacom Capital 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.

~~entities,~~Franchise ~~the~~fees ~~amendments~~imposed inby ~~this~~local ~~update~~governmental authorities are ~~effective~~collected ~~for~~on ~~financial~~a ~~statements~~monthly ~~issued~~basis ~~for~~from ~~fiscal~~our ~~years~~customers ~~beginning~~and ~~after~~are ~~December 15,~~periodically ~~2015,~~remitted ~~and~~to ~~interim~~the ~~periods~~local governmental ~~within~~authorities. ~~those~~Because ~~fiscal~~franchise ~~years.~~fees Anare ~~entity~~our ~~should~~obligation, ~~apply~~we ~~the~~present ~~new~~them ~~guidance~~ on a ~~retrospective~~gross basis, ~~wherein~~within ~~the~~revenues ~~balance~~with ~~sheet~~a ofcorresponding ~~each~~operating ~~individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance~~expense. We ~~adopted~~Franchise ~~ASU~~fees ~~2015-03~~reported ~~and~~on ~~ASU~~a ~~2015-15~~gross asbasis ofamounted ~~January~~to $3.1, ~~2016~~million and ~~implemented retrospectively as of December 31, 2015. We reclassified~~ $93.60 million offor ~~deferred~~the three ~~financing~~months ~~costs~~ended ~~from other assets, net to long-term debt, net (less current portion) as of June~~September 30, 2016 inand ~~accordance~~2015, ~~with~~respectively, ~~such~~and ~~guidance. We~~approximately ~~reclassified~~ $119.02 million ofand ~~deferred~~$9.1 ~~financing~~million ~~costs~~for ~~from~~the ~~other~~nine ~~assets,~~months ~~net~~ended ~~to long-term debt~~September 30, ~~net~~2016 ~~(less~~and ~~current portion) as of December 31~~2015, ~~2015 in accordance with such guidance~~respectively. ~~See~~ ~~Note 6.~~

InReclassifications April 2015, the FASB issued ASU 2015-05 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2015-05”). The objective of ASU 2015-05 is to address the concerns of stakeholders that the lack of guidance about a customer’s accounting for fees in a cloud computing arrangement leads to unnecessary cost and complexity when evaluating the accounting for those fees, as well as some diversity in practice. The amendments in ASU 2015-05 will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. Examples of cloud computing arrangements include software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We adopted this new guidance as of January 1, 2016 and determined that there was not a significant impact to our operations.

InCertain reclassifications ~~February~~have ~~2016,~~been ~~the~~made ~~FASB issued ASU 2016-02 - Leases (Topic 842) (“ASU 2016-02”). The objective of ASU 2016-02 is~~ to ~~address~~prior ~~the~~year ~~concerns~~amounts to ~~increase~~conform ~~the transparency around lease obligations. To address these concerns, previously unrecorded off-balance sheet obligations will now be brought more prominently~~ to ~~light by presenting lease liabilities on~~ the ~~face~~current ofyear ~~the balance sheet~~presentation. ~~Accompanied~~ by enhanced qualitative and quantitative disclosures in the notes to the financial statements, financial statement users will be able to more accurately compare information from one company to another. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018. We have not completed our evaluation of this new guidance.

32. ~~FAIR~~RECENT ~~VALUE~~ACCOUNTING PRONOUNCEMENTS

~~The~~In ~~tables~~May ~~below~~2014, ~~set~~the ~~forth~~Financial ~~our~~Accounting ~~financial~~Standards ~~assets~~Board ~~and~~(“FASB”) ~~liabilities~~issued ~~measured~~Accounting atStandards ~~fair~~Update ~~value~~(“ASU”) onNo. 2014-09 a— Revenue ~~recurring~~from ~~basis~~Contracts ~~using~~with aCustomers ~~market-based~~(“ASU ~~approach~~2014-09”). ~~Our~~ ~~financial~~The ~~assets~~guidance ~~and~~states ~~liabilities,~~that ~~all~~an entity should recognize revenue to depict the transfer of ~~which~~promised ~~represent~~goods ~~interest~~or ~~rate~~services ~~exchange~~to ~~agreements~~customers (in an amount that reflects the consideration to which the weentity ~~refer~~expects to asbe ~~“interest~~entitled ~~rate~~in ~~swaps”)~~exchange ~~have~~for ~~been~~those ~~categorized~~goods ~~according~~or services. An entity should also disclose sufficient information to enable users of financial statements to understand the ~~three~~nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance supersedes most industry-~~level~~specific ~~fair~~guidance, ~~value~~including ~~hierarchy~~Statement ~~established~~of byFinancial Accounting Standards ~~Codification (“ASC”)~~ No. ~~820~~51 –— ~~Fair~~Financial ~~Value~~Reporting ~~Measurement~~by Cable Television Companies. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which ~~prioritizes~~deferred by one year the ~~inputs~~effective ~~used~~date inof ~~measuring~~ASU ~~fair~~2014-09 ~~value~~until reporting periods beginning after December 15, as2017, ~~follows~~including ~~(dollars~~interim inperiods ~~thousands):~~within the reporting period. The FASB is permitting early adoption of the updated accounting guidance, but not before the original effective date of December 15, 2016. We are currently evaluating the methods of adoption allowed by the new standard and the effect the standard and related guidance is expected to have on our consolidated financial statements and related disclosures.

·In ~~Level~~August 12014, —the ~~Quoted~~FASB ~~market~~issued new ~~prices~~guidance that requires management to assess the Company’s ability to continue as a going concern and to provide related disclosures in ~~active~~certain ~~markets~~circumstances. This guidance is effective for ~~identical~~interim ~~assets~~and fiscal years ending after December 15, 2016, with early adoption permitted. We do not expect this guidance will have a material impact on our financial position, operations or ~~liabilities~~cash flows.

·7 ~~Level 2 — Observable market based inputs or unobservable inputs that are corroborated by market data.~~

·Table Levelof 3 — Unobservable inputs that are not corroborated by market data.Contents

	Fair Value as of June 30, 2016
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	—	$	—	$	—
Liabilities
Interest rate exchange agreements	$	—	$	7,051	$	—	$	7,051

In April 2015 (as amended in August 2015), the FASB issued ASU No. 2015-03 (and ASU 2015-15) — Interest — Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The purpose of this guidance is to simplify the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For public business entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. We adopted ASU 2015-03 and ASU 2015-15 as of January 1, 2016 and implemented retrospectively as of December 31, 2015. We reclassified $9.0 million of deferred financing costs from other assets, net to long-term debt, net (less current portion) as of September 30, 2016 in accordance with such guidance. We reclassified $11.0 million of deferred financing costs from other assets, net to long-term debt, net (less current portion) as of December 31, 2015 in accordance with such guidance. See Note 6.

	Fair Value as of December 31, 2015
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	1,096	$	—	$	1,096
Liabilities
Interest rate exchange agreements	$	—	$	2,497	$	—	$	2,497

In April 2015, the FASB issued ASU 2015-05 — Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) (“ASU 2015-05”). The objective of ASU 2015-05 is to address the concerns of stakeholders that the lack of guidance about a customer’s accounting for fees in a cloud computing arrangement leads to unnecessary cost and complexity when evaluating the accounting for those fees, as well as some diversity in practice. The amendments in ASU 2015-05 will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. Examples of cloud computing arrangements include software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. This guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We adopted this new guidance as of January 1, 2016 and determined that there was not a material impact to our operations.

~~The~~In ~~fair~~February ~~value~~2016, the FASB issued ASU 2016-02 — Leases (Topic 842) (“ASU 2016-02”). The objective of ~~our~~ASU ~~interest~~2016-02 ~~rate~~is ~~swaps~~to ~~represents~~address the ~~estimated~~concerns ~~amount~~to ~~that~~increase wethe ~~would~~transparency ~~receive~~around orlease ~~pay~~obligations. toTo ~~terminate~~address ~~such~~these ~~agreements~~concerns, ~~taking~~previously unrecorded ~~into~~off-balance ~~account~~sheet ~~projected~~obligations ~~interest~~will ~~rates,~~now ~~based~~be onbrought ~~quoted~~more ~~London~~prominently ~~Interbank~~to ~~Offered~~light ~~Rate~~by ~~(“LIBOR”)~~presenting ~~futures~~lease ~~and~~liabilities on the ~~remaining~~face ~~time~~of tothe ~~maturity~~balance sheet. ~~While~~Accompanied ~~our~~by ~~interest~~enhanced ~~rate~~qualitative ~~swaps~~and ~~are~~quantitative ~~subject~~disclosures in the notes to ~~contractual~~the ~~terms~~financial statements, ~~that~~financial ~~provide~~statement ~~for~~users ~~the~~will ~~net~~be ~~settlement~~able ofto ~~transactions~~more ~~with~~accurately ~~counterparties,~~compare weinformation dofrom ~~not~~one ~~offset~~company ~~assets~~to ~~and~~another. ~~liabilities~~This ~~under~~guidance ~~these~~is ~~agreements~~effective for ~~financial~~annual ~~statement~~periods, ~~presentation~~including ~~purposes~~interim periods within those annual periods, ~~and~~beginning ~~assets~~after ~~and~~December ~~liabilities~~15, 2018. We ~~are~~have ~~reported~~not oncompleted aour ~~gross~~evaluation ~~basis~~of this new guidance.

8In August 2016, the FASB issued ASU 2016-15 — Statement of Cash Flows — Clarification of Certain Cash Receipts and Cash Payments. (“ASU 2016-15”). Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other topics. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We do not expect ASU 2016-15 will have a material impact on financial position, operations or cash flows upon adoption.

~~As of June 30, 2016, we recorded a current liability in accounts payable, accrued expenses and other current liabilities of $~~3.2 ~~million,~~FAIR aVALUE long-term liability in other non-current liabilities of $3.8 million, and no current or long-term assets. As of December 31, 2015, we recorded a long term asset of $1.1 million, and a current liability in accounts payable, accrued expenses and other current liabilities of $2.5 million, and no current assets or long-term liabilities.

AsThe atables ~~result~~below ofset ~~the~~forth ~~changes~~our infinancial assets ~~the~~and ~~mark-to-market~~liabilities ~~valuations~~measured onat ~~our~~fair ~~interest~~value ~~rate~~on ~~swaps,~~a werecurring ~~recorded~~basis using a ~~net~~market-based ~~loss~~approach. onOur ~~derivatives~~financial ofassets ~~$1.0~~and ~~million~~liabilities, ~~and~~all aof ~~net~~which ~~gain~~represent oninterest ~~derivatives~~rate ofexchange ~~$3.3~~agreements ~~million~~(which ~~for~~we ~~the~~refer ~~three~~to ~~months~~as ~~ended~~“interest ~~June 30,~~rate ~~2016~~swaps”) have ~~and~~been ~~2015,~~categorized ~~respectively,~~according ~~and~~to athe ~~net~~three-level ~~loss~~fair onvalue ~~derivatives~~hierarchy ofestablished ~~$5.7~~by ~~million~~Accounting ~~and~~Standards aCodification ~~net~~(“ASC”) ~~gain~~No. 820 on— ~~derivatives~~Fair ofValue ~~$5.9~~Measurement, ~~million~~which ~~for~~prioritizes the ~~six~~inputs ~~months~~used ~~ended~~in ~~June 30~~measuring fair value, as ~~2016~~follows ~~and~~(dollars ~~2015,~~in ~~respectively.~~ thousands):

4.• ~~PROPERTY,~~Level ~~PLANT~~1 ~~AND~~— ~~EQUIPMENT~~Quoted market prices in active markets for identical assets or liabilities.

~~Property,~~• ~~plant~~Level ~~and~~2 ~~equipment~~— ~~consisted~~Observable ofmarket ~~the~~based ~~following~~inputs ~~(dollars~~or inunobservable ~~thousands):~~inputs that are corroborated by market data.

	June 30,			December 31,
	2016			2015
Cable systems, equipment and customer devices	$	2,317,062		$	2,257,473
Furniture, fixtures and office equipment		42,211			44,878
Vehicles		39,112			39,531
Buildings and leasehold improvements		17,778			17,513
Land and land improvements		1,550			1,550
Property, plant and equipment, gross	$	2,417,713		$	2,360,945
Accumulated depreciation		(1,710,702	)		(1,671,048	)
Property, plant and equipment, net	$	707,011		$	689,897

•

Level 3 — Unobservable inputs that are not corroborated by market data.

5.8 ~~ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES~~

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

	June 30,		December 31,
	Fair Value as of September 30, 2016
	2016		2015
	Level 1		Level 2		Level 3		Total
Accounts payable - trade	$	29,334	$	32,722
Assets
Accrued programming costs		21,166		20,433
Interest rate exchange agreements	$	—	$	—	$	—	$	—
Accrued property, plant and equipment		12,764		9,956
Liabilities
Accrued taxes and fees		11,595		13,138
Interest rate exchange agreements	$	—	$	4,146	$	—	$	4,146
Accrued payroll and benefits		10,698		10,898
	Fair Value as of December 31, 2015
Advance customer payments		9,021		8,009
	Level 1		Level 2		Level 3		Total
Accrued interest		9,006		9,051
Assets
Accrued service costs		7,307		6,035
Interest rate exchange agreements	$	—	$	1,096	$	—	$	1,096
Bank overdrafts (1)		5,692		6,031
Liabilities
Liabilities under interest rate exchange agreements		3,233		2,497
Interest rate exchange agreements	$	—	$	2,497	$	—	$	2,497
Accrued telecommunications costs		1,252		1,473
Other accrued expenses		8,367		6,167
Accounts payable, accrued expenses and other current liabilities	$	129,435	$	126,410

~~(1)~~The ~~Bank~~fair ~~overdrafts~~value ~~represent~~of ~~outstanding~~our ~~checks~~interest inrate ~~excess~~swaps ofrepresents ~~funds~~the estimated amount that we would receive or pay to terminate such agreements, taking into account projected interest rates, based on ~~deposit~~quoted atLondon ~~our~~Interbank ~~disbursement~~Offered ~~accounts.~~Rate We(“LIBOR”) ~~transfer~~futures ~~funds~~and ~~from~~the remaining time to maturity. While our ~~depository~~interest ~~accounts~~rate swaps are subject to ~~our~~contractual ~~disbursement~~terms ~~accounts~~that ~~upon~~provide ~~daily~~for the ~~notification~~net settlement of ~~checks~~transactions ~~presented~~with ~~for~~counterparties, ~~payment.~~we ~~Changes~~do innot ~~bank~~offset ~~overdrafts~~assets ~~are~~and ~~reported~~liabilities inunder ~~“other~~these ~~financing~~agreements ~~activities”~~for infinancial ~~our~~statement ~~Consolidated~~presentation ~~Statements~~purposes, ofand ~~Cash~~assets ~~Flows~~and liabilities are reported on a gross basis.

9As of September 30, 2016, we recorded a current liability in accounts payable, accrued expenses and other current liabilities of $2.2 million, a long-term liability in other non-current liabilities of $2.0 million, and no current or long-term assets. As of December 31, 2015, we recorded a long term asset of $1.1 million, and a current liability in accounts payable, accrued expenses and other current liabilities of $2.5 million, and no current assets or long-term liabilities.

6As a result of the changes in the mark-to-market valuations on our interest rate swaps, we recorded a net gain on derivatives of $2.9 ~~DEBT~~million and a net loss on derivatives of approximately $2.0 million for the three months ended September 30, 2016 and 2015, respectively, and a net loss on derivatives of approximately $2.7 million and a net gain on derivatives of $3.9 million for the nine months ended September 30, 2016 and 2015, respectively.

~~Outstanding~~4. PROPERTY, ~~debt~~PLANT ~~consisted~~AND ofEQUIPMENT ~~the following (dollars in thousands):~~

	June 30,		December 31,
	2016		2015
Bank credit facility	$	957,000	$	920,250
7¼% senior notes due 2022		250,000		250,000
Total debt	$	1,207,000	$	1,170,250
Less: current portion		13,675		14,555
Total long-term debt, gross (less current portion)	$	1,193,325	$	1,155,695
Less: deferred financing costs, net		9,598		11,035
Total long-term debt, net (less current portion)	$	1,183,727	$	1,144,660

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

2016 Financing Activity


	September 30, 2016			December 31, 2015
Cable systems, equipment and customer devices	$	2,312,624		$	2,257,473
Furniture, fixtures and office equipment		42,260			44,878
Vehicles		40,813			39,531
Buildings and leasehold improvements		17,850			17,513
Land and land improvements		1,550			1,550

Property, plant and equipment, gross	$	2,415,097		$	2,360,945
Accumulated depreciation		(1,702,493	)		(1,671,048	)

Property, plant and equipment, net	$	712,604		$	689,897

~~On May 19, 2016, we repaid the entire $82.~~9 million balance of Term Loan E under our bank credit facility that was funded by borrowings of $82.9 million under our revolving credit commitments. We recorded a loss on early extinguishment of debt of $0.3 million for each of the three and six months ended June 30, 2016, which represented the write-off of certain unamortized financing costs as a result of the repayment of Term Loan E.

OnTable May 19, 2016, we made $75.0 million in capital distributions to our parent, MCC, which, in turn, contributed such cash distributions to Mediacom Broadband LLC to fund, in part, the repayment of certain term loans that were scheduled to mature in June 2017. Such distributions were funded with borrowings under our revolving credit commitments.Contents

~~Bank~~5. ~~Credit~~ACCOUNTS ~~Facility~~PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

AsAccounts ~~of June 30~~payable, ~~2016,~~accrued weexpenses ~~maintained~~and aother ~~$1.100~~current ~~billion~~liabilities ~~bank~~consisted ~~credit~~of ~~facility~~the following (~~the~~dollars ~~“credit~~in ~~facility”~~thousands)~~, comprising~~:

· $362.5 million of revolving credit commitments, which expire on February 5, 2019;


	September 30,		December 31,
	2016		2015
Accounts payable — trade	$	34,080	$	32,722
Accrued programming costs		21,934		20,433
Accrued payroll and benefits		13,080		10,898
Accrued taxes and fees		12,559		13,138
Advance customer payments		9,170		8,009
Accrued service costs		7,245		6,035
Accrued property, plant and equipment		6,008		9,956
Bank overdrafts ⁽¹⁾		4,711		6,031
Accrued interest		2,497		9,051
Liabilities under interest rate exchange agreements		2,175		2,497
Accrued telecommunications costs		1,162		1,473
Other accrued expenses		9,339		6,167

Accounts payable, accrued expenses and other current liabilities	$	123,960	$	126,410

·(1) ~~$149~~Bank overdrafts represent outstanding checks in excess of funds on deposit at our disbursement accounts.7 ~~million~~We transfer funds from our depository accounts to our disbursement accounts upon daily notification of ~~outstanding~~checks ~~borrowings~~presented ~~under~~for ~~Term~~payment. ~~Loan~~Changes A,in ~~which~~bank ~~mature~~overdrafts onare ~~November~~reported ~~15,~~in ~~2021;~~“other financing activities” in our Consolidated Statements of Cash Flows.

~~· $244~~6.4 ~~million~~DEBT ~~of outstanding borrowings under Term Loan F, which mature on March 31, 2018; and~~

·Outstanding ~~$343.9~~debt ~~million~~consisted of ~~outstanding~~the ~~borrowings~~following (dollars ~~under~~in ~~Term~~thousands): ~~Loan G, which mature on June 30, 2021.~~

As of June 30, 2016, we had $135.2 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $219.1 million of outstanding loans and $8.2 million of letters of credit issued thereunder to various parties as collateral.


	September 30, 2016		December 31, 2015
Bank credit facility	$	925,000	$	920,250
7¹⁄₄% senior notes due 2022		250,000		250,000

Total debt	$	1,175,000	$	1,170,250
Less: current portion		13,675		14,555

Total long-term debt, gross (less current portion)	$	1,161,325	$	1,155,695
Less: deferred financing costs, net		9,043		11,035

Total long-term debt, net (less current portion)	$	1,152,282	$	1,144,660

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 June 30, 2016, ~~the~~Financing ~~credit~~Activity agreement governing the credit facility (the “credit agreement”) required our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through June 30, 2016, our operating subsidiaries were in compliance with all covenants under the credit agreement.

~~Interest~~On ~~Rate~~May ~~Swaps~~19, 2016, we repaid the entire $82.9 million balance of Term Loan E under our bank credit facility that was funded by borrowings of $82.9 million under our revolving credit commitments. We recorded a loss on early extinguishment of debt of $0.3 million for the nine months ended September 30, 2016, which represented the write-off of certain unamortized financing costs as a result of the repayment of Term Loan E.

WeOn ~~have~~May ~~entered~~19, ~~into~~2016, ~~several interest rate exchange agreements (which~~ we ~~refer~~made to$75.0 asmillion ~~“interest~~in ~~rate~~capital ~~swaps”)~~distributions ~~with various banks~~ to ~~fix the variable rate on a portion of~~ our ~~borrowings~~parent, ~~under~~MCC, ~~the~~which, ~~credit facility to reduce the potential volatility~~ in ~~our interest expense that may result from changes in market interest rates. Our interest rate swaps have not been designated as hedges for accounting purposes~~turn, ~~and~~contributed ~~have~~such ~~been~~cash ~~accounted~~distributions ~~for~~to Mediacom onBroadband aLLC ~~mark-~~to~~-market~~ ~~basis~~fund, asin ofpart, ~~and for~~ the ~~three~~repayment ~~months ended, June 30, 2016 and 2015. As~~ of ~~June~~certain ~~30,~~term ~~2016,~~loans wethat ~~had~~were ~~interest~~scheduled ~~rate~~to ~~swaps~~mature ~~that~~in ~~fixed~~June ~~the~~2017. ~~variable~~Such ~~portion~~distributions ofwere ~~$400 million~~funded ofwith borrowings atunder aour ~~rate~~revolving ofcredit 1commitments.~~5%,~~ ~~all of which are scheduled to expire during December 2018.~~

As10 ~~of June 30, 2016, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.3%.~~

10Table of Contents

~~Senior~~Bank ~~Notes~~Credit Facility

As of ~~June~~September 30, 2016, we ~~had~~maintained a $~~250 million~~1.097 ofbillion ~~outstanding~~bank ~~senior~~credit ~~notes,~~facility ~~all of which comprised our 7¼% senior notes due February 2022~~ (the “~~7¼%~~credit ~~Notes~~facility”)~~. Our senior notes are unsecured obligations~~, ~~and~~comprising: the indenture governing the 7¼% Notes (the “indenture”) limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indenture) of 8.5 to 1.0. For all periods through June 30, 2016, we were in compliance with all covenants under the indenture.

~~Deferred~~• ~~Financing~~$362.5 ~~Costs~~million of revolving credit commitments, which expire on February 5, 2019;

We• ~~adopted ASU 2015-03 and ASU 2015-15 as of January 1, 2016 and implemented retrospectively as of December 31, 2015. We reclassified~~ $9147.67 million of ~~deferred~~outstanding ~~financing~~borrowings ~~costs~~under ~~from~~Term ~~other~~Loan ~~assets~~A, ~~net~~which tomature ~~long-term~~on ~~debt,~~November ~~net (less current portion) as of June 30~~15, 2016 in accordance with such guidance. We reclassified $11.0 million of deferred financing costs from other assets, net to long-term debt, net (less current portion) as of December 31, 2015 in accordance with such guidance. See Note 2. 2021;

~~Debt~~• ~~Ratings~~$243.8 million of outstanding borrowings under Term Loan F, which mature on March 31, 2018; and

~~MCC’s~~• ~~corporate credit ratings are Ba3 by Moody’s and BB by Standard and Poor’s (“S&P”), and our senior unsecured ratings are B2 by Moody’s and B+ by S&P, all with a stable outlook~~$343.0 ~~There~~million ~~are no covenants, events~~ of ~~default,~~outstanding ~~borrowing~~borrowings ~~conditions~~under orTerm ~~other~~Loan ~~terms~~G, inwhich ~~the~~mature ~~credit agreement or indenture that are based~~ on ~~changes~~June in30, ~~our credit rating assigned by any rating agency~~2021.

~~Fair~~As ~~Value~~of September 30, 2016, we had $163.8 million of unused revolving credit commitments, all of which were available to be borrowed and used for general corporate purposes, after giving effect to $190.5 million of outstanding loans and $8.2 million of letters of credit issued thereunder to various parties as collateral.

The ~~fair~~credit ~~values~~facility ofis collateralized by our ~~senior~~ownership ~~notes~~interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. All outstanding debt under the credit facility ~~(which~~may ~~were~~be ~~calculated~~prepaid, ~~based~~at ~~upon~~our ~~unobservable~~option, ~~inputs~~at ~~that~~par ~~are~~any ~~corroborated~~time byprior ~~market~~to ~~data~~maturity. ~~that~~As weof ~~determine~~September to30, be2016, ~~Level~~the 2credit agreement governing the credit facility (the “credit agreement”), ~~were~~required our operating subsidiaries to maintain a total leverage ratio (as ~~follows~~defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (~~dollars~~as defined in ~~thousands~~the credit agreement): of no less than 2.0 to 1.0. For all periods through September 30, 2016, our operating subsidiaries were in compliance with all covenants under the credit agreement.

	June 30,		December 31,
	2016		2015
7¼% senior notes due 2022	$	264,375	$	251,250
Total senior notes	$	264,375	$	251,250
Bank credit facility	$	957,124	$	912,944

Interest Rate Swaps

7We have entered into several interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable rate on a portion of our borrowings under the credit facility to reduce the potential volatility in our interest expense that may result from changes in market interest rates. ~~PREFERRED~~Our ~~MEMBERSHIP~~interest ~~INTEREST~~rate INswaps ~~AFFILIATED~~have ~~COMPANY~~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, 2016 and 2015, respectively. As of September 30, 2016, we had interest rate swaps that fixed the variable portion of $400 million of borrowings at a rate of 1.5%, all of which are scheduled to expire during December 2018.

InAs ~~July 2001, we made a $150.0 million preferred membership investment in the operating subsidiaries~~ of ~~Mediacom~~September ~~Broadband LLC~~30, ~~which has a 12% annual dividend~~2016, ~~payable~~the ~~quarterly~~weighted inaverage ~~cash.~~interest Werate ~~received $4.5 million in cash dividends~~ on ~~the~~outstanding ~~preferred~~borrowings ~~membership~~under ~~interest during each of~~ the ~~three~~credit ~~months ended June 30~~facility, ~~2016~~including ~~and~~the ~~2015, and~~effect ~~$9.0 million during each~~ of ~~the~~our ~~six~~interest ~~months ended June 30~~rate swaps, ~~2016~~was ~~and 2015~~3.3%.

8.Senior ~~MEMBER’S~~Notes ~~EQUITY~~

As aof ~~wholly-owned~~September ~~subsidiary~~30, 2016, we had $250 million of ~~MCC~~outstanding senior notes, all of which comprised our 7 1⁄4% ~~business~~senior ~~affairs~~notes due February 2022 (the “7 1⁄4% Notes”). The indenture governing the 7 1⁄4% Notes (the “indenture”) provides for early redemption of the senior notes, ~~including~~at our ~~financing decisions~~option, at the prices and subject to the terms specified in the indenture. Our senior notes are ~~directed~~unsecured byobligations, ~~MCC~~and the indenture limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indenture) of 8.5 ~~See~~to ~~Note~~1.0. 9For all periods through September 30, 2016, we were in compliance with all covenants under the indenture.

~~Capital~~Deferred Financing ~~contributions~~Costs from parent and capital distributions to parent are reported on a gross basis in the Consolidated Statements of Cash Flows. We made $78.6 million and $10.1 million in capital distributions to parent during the six months ended June 30, 2016 and 2015, respectively. We received no capital contributions from parent during each of the six months ended June 30, 2016 and 2015.

We adopted ASU 2015-03 and ASU 2015-15 as of January 1, 2016 and implemented retrospectively as of December 31, 2015. We reclassified $9.0 ~~RELATED~~million ~~PARTY~~of ~~TRANSACTIONS~~deferred financing costs from other assets, net to long-term debt, net (less current portion) as of September 30, 2016 in accordance with such guidance. We reclassified $11.0 million of deferred financing costs from other assets, net to long-term debt, net (less current portion) as of December 31, 2015 in accordance with such guidance. See Note 2.

~~MCC~~11 manages us pursuant to management agreements 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.

AsTable compensation for the performance of its services, subject to certain restrictions, MCC is entitled to receive management fees in an amount not to exceed 4.5% of the annual gross operating revenues of our operating subsidiaries, and is also entitled to the Contents

11Debt Ratings

~~reimbursement~~MCC’s ofcorporate ~~all~~credit ~~expenses~~ratings ~~necessarily~~are ~~incurred~~Ba3 inby ~~its~~Moody’s ~~capacity~~and asBB ~~manager.~~by ~~MCC~~Standard ~~charged~~and usPoor’s ~~management~~(“S&P”), ~~fees~~and ofour ~~$3.3~~senior ~~million~~unsecured ~~for~~ratings ~~each~~are ofB2 by ~~the~~Moody’s ~~three~~and ~~months~~B+ ~~ended~~by ~~June 30~~S&P, ~~2016~~all ~~and~~with ~~2015,~~a ~~and~~stable $6outlook.9 ~~million~~There ~~and~~are ~~$6.5~~no ~~million~~covenants, ~~for~~events of default, borrowing conditions or other terms in the ~~six~~credit ~~months~~agreement ~~ended~~or ~~June~~indenture ~~30,~~that ~~2016~~are ~~and~~based ~~2015,~~on ~~respectively~~changes in our credit rating assigned by any rating agency.

WeFair ~~are~~Value ~~a preferred equity investor in Mediacom Broadband LLC. See Note 7.~~

~~10.~~The ~~COMMITMENTS~~fair values ~~AND~~of ~~CONTINGENCIES~~our senior notes and outstanding debt under the credit facility (which were calculated based upon unobservable inputs that are corroborated by market data that we determine to be Level 2), were as follows (dollars in thousands):

Legal Proceedings


	September 30, 2016		December 31, 2015
7¹⁄₄% senior notes due 2022	$	263,125	$	251,250

Total senior notes	$	263,125	$	251,250

Bank credit facility	$	927,020	$	912,944

~~We are involved in various legal actions arising in the ordinary course of business~~7. InPREFERRED ~~the~~MEMBERSHIP ~~opinion~~INTEREST ofIN ~~management,~~AFFILIATED ~~the~~COMPANY ~~ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations, cash flows or business.~~

11In July 2001, we made a $150.0 ~~GOODWILL~~million ~~AND~~preferred ~~OTHER~~membership ~~INTANGIBLE~~investment ~~ASSETS~~(“PMI”) in the operating subsidiaries of Mediacom Broadband LLC, which has a 12% annual dividend, payable quarterly in cash. We received $4.5 million in cash dividends on the PMI during each of the three months ended September 30, 2016 and 2015, and $13.5 million during each of the nine months ended September 30, 2016 and 2015.

In8. ~~accordance with the FASB~~MEMBER’sS ~~ASC~~EQUITY No. 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 goodwill and franchise rights are indefinite-lived assets and therefore not amortizable.

WeAs ~~last~~a wholly-owned ~~evaluated~~subsidiary ~~the factors surrounding our Mediacom LLC reporting unit as~~ of ~~October 1~~MCC, ~~2015~~our ~~and~~business ~~did not believe that it was “more likely than not” that a goodwill impairment existed at that time. As such~~affairs, weincluding ~~did not perform Step 2 of the goodwill impairment test. We last evaluated~~ our ~~other~~financing ~~intangible assets as of October 1~~decisions, ~~2015~~are ~~and~~directed ~~did~~by ~~not~~MCC. ~~believe~~See ~~that~~Note ~~it was “more likely than not” that an impairment existed at that time~~9.

~~Because~~Capital wecontributions ~~believe~~from parent ~~there~~and ~~has~~capital ~~not~~distributions ~~been~~to parent are reported on a ~~meaningful~~gross ~~change~~basis in the ~~long-term~~Consolidated ~~fundamentals~~Statements of ~~our~~Cash ~~business~~Flows. ~~during~~We ~~the~~made ~~first~~$79.0 ~~six~~million ~~months~~and of$10.8 ~~2016,~~million wein ~~determined~~capital ~~that~~distributions ~~there~~to ~~has~~parent ~~been~~during nothe ~~triggering~~nine ~~event~~months ~~under~~ended ~~ASC~~September ~~350 and~~30, as2016 ~~such~~and 2015, norespectively. ~~interim~~We ~~impairment~~received ~~test~~no ~~was~~capital ~~required~~contributions ~~for~~from ~~our~~parent ~~goodwill~~during ~~and~~each ~~other~~of ~~intangible~~the ~~assets~~nine asmonths ofended ~~June~~September 30, 2016 and 2015.

ITEM 2.Table MANAGEMENT’Sof DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSContents

~~The~~9. ~~following~~RELATED ~~discussion~~PARTY ~~should~~TRANSACTIONS be read in conjunction with our unaudited consolidated financial statements as of, and for the three and six months ended, June 30, 2016 and 2015, and with our annual report on Form 10-K for the year ended December 31, 2015.

~~Overview~~MCC manages us pursuant to management agreements 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.

WeAs ~~are~~compensation afor ~~wholly-owned~~the ~~subsidiary~~performance of ~~Mediacom~~its ~~Communications~~services, ~~Corporation~~subject ~~(“MCC”)~~to certain restrictions, ~~the~~MCC ~~nation’s~~is ~~fifth~~entitled ~~largest~~to ~~cable~~receive ~~company~~management ~~based~~fees onin ~~the~~an ~~number~~amount not to exceed 4.5% of ~~customers~~the ~~who~~annual ~~purchase~~gross ~~one~~operating orrevenues ~~more~~of ~~video~~our ~~services~~operating subsidiaries, ~~also~~and ~~known~~is asalso ~~video~~entitled ~~customers.~~to Asthe reimbursement of ~~June~~all ~~30,~~expenses ~~2016,~~necessarily weincurred ~~served~~in ~~approximately~~its ~~370,000~~capacity ~~video~~as ~~customers,~~manager. ~~500,000~~MCC ~~high-speed~~charged ~~data~~us ~~(“HSD”)~~management ~~customers~~fees of $3.7 million and ~~204~~$3.3 million for the three months ended September 30,~~000~~ ~~phone~~2016 ~~customers~~and 2015, ~~aggregating~~respectively, 1and $10.07 6 million ~~primary~~and ~~service units (“PSUs”)~~$9.8 Asmillion offor the ~~same~~nine ~~date,~~months weended ~~served~~September ~~595~~30,~~000~~ ~~residential~~2016 and ~~business~~2015, ~~customer relationships~~respectively.

We ~~offer~~are video, HSD and phone services to residential and small- to medium-sized business (“SMB”) customers over our hybrid fiber and coaxial cable network. We believe our customers prefer the cost savings of the bundled services we offer and the convenience of having a ~~single~~preferred ~~provider~~equity ~~contact~~investor ~~for~~in ~~ordering,~~Mediacom ~~provisioning,~~Broadband ~~billing and customer care~~LLC. WeSee ~~also~~Note provide network and transport services to medium- and large-sized businesses, governments, and educational institutions, including cell tower backhaul for wireless telephone providers, and sell advertising time to local, regional and national advertisers7.

Over the past several years, losses in our residential video customer base have been primarily responsible for slower growth in our residential revenues, while we have rapidly increased our business services revenues through customer growth10. WeCOMMITMENTS ~~expect~~AND toCONTINGENCIES continue to grow revenues through customer additions in business services and residential services. Business services revenues are expected to grow through HSD and phone sales to SMBs and a greater number of cell tower backhaul sites and large enterprise customers. Revenues from residential services are expected to grow, largely a result of HSD customer growth and gains in revenue per customer relationship as more customers take faster HSD tiers and advanced video services, including our next-generation set-top and digital video recorder (“DVR”).

~~Our~~Legal ~~recent~~Proceedings performance has been adversely affected by tepid economic growth in the post-recession period and significant video competition. We believe the historically muted economic recovery from the recession, including uneven gains in disposable income and household formation, has largely contributed to lower sales and connect activity for all of our residential services and negatively impacted our residential customer and revenue growth. While we expect improvement if and when the economy strengthens further, a continuation or broadening of such effects may adversely impact our results of operations, cash flows and financial position.

~~Our~~We ~~residential~~are ~~video~~involved in ~~service~~various ~~principally~~legal ~~competes~~actions ~~with~~arising ~~direct~~in ~~broadcast~~the ~~satellite~~ordinary ~~(“DBS”)~~course ~~providers~~of ~~that offer video programming substantially similar to ours~~business. ~~Over~~In the ~~past~~opinion ~~several~~of ~~years~~management, wethe ~~have~~ultimate ~~experienced~~disposition ~~meaningful~~of ~~video~~these ~~customer~~matters ~~losses,~~will asnot ~~DBS competitors~~ have ~~deployed aggressive marketing campaigns, including deeply discounted promotional packages, more advanced customer premise equipment and exclusive sports programming. We have placed~~ a ~~greater~~material ~~emphasis~~adverse effect on ~~higher quality customer relationships in~~ our ~~residential~~consolidated ~~services,~~financial ~~as we have generally eliminated or reduced tactical discounts for customers not likely to purchase two or more services or to stay with us for an extended period~~position, ~~which~~results may further contribute to video customer declines. Our next-generation, multi-room set-top gives customers the same stored content on multiple televisions in their home and a cloud-based, graphically-rich TiVo guide, with Netflix, YouTube, Pandora and other popular apps, advanced search functionality, in-home video streaming to personal devices and the ability to download certain content to their mobile devices for viewing outside of their home. We believe our video strategy may enable us to reduce video customer losses and regain market share of new video connects. If we are unsuccessful with this strategy and cannot offset video customer losses through higher average unit pricing and greater penetration of our advanced video servicesoperations, wecash flows ~~may~~or ~~experience future declines in annual video revenues~~business.

~~Our residential HSD service competes primarily with digital subscriber line (“DSL”) services offered by local telephone companies~~11. ~~Based~~GOODWILL ~~upon~~AND ~~the~~OTHER ~~speeds~~INTANGIBLE weASSETS offer, we believe our HSD service is generally superior to DSL offerings in our service areas. As consumers’ bandwidth requirements have dramatically increased in the past few years, a trend many industry experts expect to continue, we believe our ability to currently offer downstream speeds of up to 150Mbps across substantially all of our markets gives us a competitive advantage compared to the DSL service offered by the local telephone companies. We expect to continue to grow HSD revenues through residential unit growth and more customers taking faster speed tiers.

~~Our~~In ~~residential~~accordance ~~phone~~with ~~service~~the ~~mainly~~FASB’s ~~competes~~ASC ~~with~~No. ~~substantially~~350 ~~comparable~~— ~~phone~~Intangibles ~~services~~— ~~offered~~Goodwill byand ~~local~~Other ~~telephone~~(“ASC ~~companies~~350”), ~~and~~the amortization ~~cellular~~of ~~phone~~goodwill ~~services~~and ~~offered~~indefinite-lived byintangible ~~national~~assets ~~wireless~~is ~~providers.~~prohibited Weand ~~believe~~requires wesuch ~~will~~assets ~~continue~~ to ~~grow~~be ~~residential~~tested ~~phone~~annually ~~customers~~for impairment, ~~but~~or ~~may~~more ~~experience~~frequently ~~modest~~if ~~declines~~impairment inindicators ~~phone~~arise. ~~revenues~~We ~~due~~have todetermined ~~unit~~that ~~pricing~~our ~~pressure~~goodwill and franchise rights are indefinite-lived assets and therefore not amortizable.

~~Our~~We ~~business~~last ~~services~~evaluated ~~largely~~the ~~compete~~factors ~~with~~surrounding ~~local~~our ~~phone~~Mediacom ~~companies~~LLC reporting unit as of October 1, or2015 ~~local~~and ~~exchange~~did ~~carriers~~not (believe that it was “~~LECs”).~~more ~~Our~~likely ~~fast-growing~~than ~~cell~~not” ~~tower~~that ~~backhaul~~a ~~business~~goodwill ~~primarily~~impairment ~~competes~~existed ~~with~~at ~~LECs~~that time. ~~Developments~~As ~~and~~such, ~~advancements~~we indid ~~products~~not ~~and~~perform ~~services~~Step by2 ~~new,~~of ~~emerging~~the ~~companies~~goodwill ~~may~~impairment ~~intensify competition~~test. We ~~have~~last ~~experienced~~evaluated ~~strong~~our ~~growth~~other ~~rates~~intangible assets as of ~~business~~October ~~services~~1, ~~revenues~~2015 inand ~~the~~did ~~past~~not ~~several~~believe ~~years,~~that ~~which~~it wewas ~~believe~~“more ~~will~~likely ~~continue~~than not” that an impairment existed at that time.

13Because we believe there has not been a meaningful change in the long-term fundamentals of our business during the first nine months of 2016, we determined that there has been no triggering event under ASC 350 and, as such, no interim impairment test was required for our goodwill and other intangible assets as of September 30, 2016.

We13 compete for advertising revenues principally against local broadcast stations, national cable and broadcast networks, radio, newspapers, magazines, outdoor display and Internet companies. Competition will likely elevate as new formats for advertising are introduced into our markets. Due to the strong contributions of political advertising during a national election year, we may experience an increase in advertising revenues in 2016.

Historically,Table video programming has been our single largest expense, and we have experienced substantial increases in programming costs per video customer, particularly for sports and local broadcast programming, well in excess of the inflation rate or the change in the consumer price index. We believe these expenses will continue to grow at a high single- to low double-digit rate because of the demands of large media conglomerates or other owners of most of the popular cable networks and major market local broadcast stations, and of large independent television broadcast groups, who own or control a significant number of local broadcast stations across the country and, in some cases, own, control or otherwise represent multiple stations in the same market. Moreover, many of those powerful owners of programming require us to purchase their networks and stations in bundles and effectively dictate how we offer them to our customers, given the contractual economic penalties if we fail to comply. Consequently, we have little or no ability to individually or selectively negotiate for networks or stations, to forego purchasing networks or stations that generate low customer interest, to offer sports programming services, such as ESPN and regional sports networks, on one or more separate tiers, or to offer networks or stations on an a la carte basis to give our customers more choice and potentially lower their costs. In many instances, such programmers have created additional networks and migrated popular programming, particularly sports programming, to these new networks, which has contributed to the increases in our programming costs. Additionally, we believe certain programmers may also demand higher fees from us in an effort to partially offset declines in their advertising revenue as more advertisers allocate a greater portion of their spending to Internet advertising. While such growth in programming expenses can be offset, in whole or in part, by rate increases, we expect our video gross margins will continue to decline if increases in programming costs outpace any growth in video revenues.Contents

~~2016~~ITEM ~~Financing~~2. ~~Activity~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OnThe ~~May~~following ~~19,~~discussion ~~2016,~~should webe ~~repaid~~read ~~the~~in ~~entire~~conjunction ~~$82.9~~with ~~million balance of Term Loan E under~~ our ~~bank~~unaudited ~~credit~~consolidated ~~facility,~~financial ~~which~~statements ~~was~~as ~~scheduled to mature on October 23~~of, ~~2017.~~and Onfor the ~~same~~three ~~date,~~and nine wemonths ~~made $75.0 million of capital distributions to our parent~~ended, ~~MCC,~~September ~~which~~30, in2016 ~~turn~~and 2015, ~~contributed~~and ~~such~~with ~~funds~~our toannual ~~Mediacom~~report ~~Broadband~~on ~~LLC~~Form to10-K ~~fund,~~for ~~in part,~~ the ~~repayment~~year ofended aDecember ~~certain~~31, ~~term loan that was scheduled to mature in June 2017~~2015. ~~Such distributions were funded with borrowings under our revolving credit commitments.~~

~~See~~Overview ~~“Liquidity and Capital Resources — Capital Structure — 2016 Financing Activity” and Note 6 in our Notes to Consolidated Financial Statements.~~

~~Revenues~~We are a wholly-owned subsidiary of Mediacom Communications Corporation (“MCC”), the nation’s fifth largest cable company based on the number of customers who purchase one or more video services, also known as video customers. As of September 30, 2016, we served approximately 368,000 video customers, 509,000 high-speed data (“HSD”) customers and 210,000 phone customers, aggregating 1.09 million primary service units (“PSUs”). As of the same date, we served 599,000 unique residential and business customer relationships.

~~Video~~We offer video, HSD and phone services to residential and small- to medium-sized business (“SMB”) customers over our hybrid fiber and coaxial cable network. We believe our customers prefer the cost savings of the bundled services we offer and the convenience of having a single provider contact for ordering, provisioning, billing and customer care. We also provide network and transport services to medium- and large-sized businesses, governments, and educational institutions, including cell tower backhaul for wireless telephone providers, and sell advertising time to local, regional and national advertisers.

~~Video~~Over ~~revenues~~the past several years, losses in our residential video customer base have been primarily ~~represent~~responsible ~~monthly~~for ~~subscription~~slower ~~fees~~growth ~~charged~~in toour residential ~~customers~~revenues, while ~~which~~we ~~vary~~have ~~according~~rapidly increased our business services revenues through customer growth. We expect to ~~the~~continue ~~level~~to ofgrow ~~service,~~revenues ~~the~~through ~~type~~customer additions in business services and ~~amount~~residential ofservices. ~~equipment~~Business ~~taken,~~services revenues are expected to grow through HSD and ~~revenue~~phone ~~from~~sales ~~the~~to ~~sale~~SMBs and a greater number of ~~VOD~~cell ~~content~~tower backhaul sites and ~~pay-per-view~~large ~~events~~enterprise customers. ~~Video~~Revenues ~~revenues~~from ~~also~~residential ~~include~~services ~~installation~~are expected to grow, ~~reconnection~~largely as a result of HSD customer growth and ~~wire~~gains ~~maintenance~~in ~~fees,~~revenue ~~franchise~~per customer relationship as more customers take faster HSD tiers and ~~late~~advanced ~~payment~~video ~~fees~~services, including our next-generation set-top and ~~other~~digital ~~ancillary~~video ~~revenues~~recorder (“DVR”).

~~HSD~~Our recent performance has been adversely affected by tepid economic growth in the post-recession period and significant video competition. We believe the historically muted economic recovery from the recession, including uneven gains in disposable income and household formation, has largely contributed to lower sales and connect activity for all of our residential services and negatively impacted our residential customer and revenue growth. While we expect improvement if and when the economy strengthens further, a continuation or broadening of such effects may adversely impact our results of operations, cash flows and financial position.

~~HSD~~Our ~~revenues~~residential ~~primarily~~video ~~represent~~service ~~monthly~~principally ~~subscription~~competes ~~fees~~with ~~charged~~direct broadcast satellite (“DBS”) providers that offer video programming substantially similar to ours. Over the past several years, we have experienced meaningful video customer losses, as DBS competitors have deployed aggressive marketing campaigns, including deeply discounted promotional packages, more advanced customer premise equipment and exclusive sports programming. We have placed a greater emphasis on higher quality customer relationships in our residential services, as we have generally eliminated or reduced tactical discounts for customers not likely to purchase two or more services or to stay with us for an extended period, which ~~vary~~may ~~according~~further contribute to video customer declines. Our next-generation, multi-room set-top gives customers the ~~level~~same stored content on multiple televisions in their home and a cloud-based, graphically-rich TiVo guide, with Netflix, YouTube, Pandora and other popular apps, advanced search functionality, in-home video streaming to personal devices and the ability to download certain content to their mobile devices for viewing outside of ~~service~~their home. We believe our video strategy has enabled us to reduce the rate of video customer losses and ~~type~~regain market share of ~~equipment~~new ~~taken~~video connects. If we are unsuccessful with this strategy and cannot offset video customer losses through higher average unit pricing and greater penetration of our advanced video services, we may experience future declines in annual video revenues.

~~Phone~~Our residential HSD service competes primarily with digital subscriber line (“DSL”) services offered by local telephone companies. Based upon the speeds we offer we believe our HSD service is generally superior to DSL offerings in our service areas. As consumers’ bandwidth requirements have dramatically increased in the past few years, a trend many industry experts expect to continue, we believe our ability to currently offer downstream speeds of up to 150Mbps across substantially all of our markets gives us a competitive advantage compared to the DSL service offered by the local telephone companies. We expect to continue to grow HSD revenues through residential unit growth and more customers taking faster speed tiers.

~~Phone~~Our ~~revenues~~residential ~~primarily~~phone ~~represent~~service ~~monthly~~mainly ~~subscription~~competes with substantially comparable phone services offered by local telephone companies and ~~equipment~~cellular ~~fees~~phone ~~charged~~services offered by national wireless providers. We believe we will continue to grow residential phone customers, ~~for~~but ~~our~~may experience modest declines in phone ~~service~~revenues due to unit pricing pressure.

~~Business~~Our ~~Services~~business services largely compete with local phone companies, or local exchange carriers (“LECs”). Our fast-growing cell tower backhaul business primarily competes with LECs. Developments and advancements in products and services by new, emerging companies may intensify competition. We have experienced strong growth rates of business services revenues in the past several years, which we believe will continue.

~~Business~~14 services revenues primarily represent monthly fees charged to SMBs for video, HSD and phone services, which vary according to the level of service taken, and fees charged to large businesses, including revenues from cell tower backhaul and enterprise class services.

14Table of Contents

~~Advertising~~We compete for advertising revenues principally against local broadcast stations, national cable and broadcast networks, radio, newspapers, magazines, outdoor display and Internet companies. Competition will likely elevate as new formats for advertising are introduced into our markets.

~~Advertising~~Historically, ~~revenues~~video ~~primarily~~programming ~~represent~~has ~~revenues~~been ~~received~~our ~~from~~single ~~selling~~largest ~~advertising~~expense, ~~time~~and we ~~receive~~have ~~under~~experienced substantial increases in programming ~~license~~costs ~~agreements~~per video customer, particularly for sports and local broadcast programming, well in excess of the inflation rate or the change in the consumer price index. We believe these expenses will continue to grow at a high single- to low double-digit rate because of the demands of large media conglomerates or other owners of most of the popular cable networks and major market local broadcast stations, ~~regional~~and of large independent television broadcast groups, who own or control a significant number of local broadcast stations across the country and, ~~national~~in ~~advertisers~~some ~~for~~cases, own, control or otherwise represent multiple stations in the ~~placement~~same market. Moreover, many of ~~commercials~~those powerful owners of programming require us to purchase their networks and stations in bundles and effectively dictate how we offer them to our customers, given the contractual economic penalties if we fail to comply. Consequently, we have little or no ability to individually or selectively negotiate for networks or stations, to forego purchasing networks or stations that generate low customer interest, to offer sports programming services, such as ESPN and regional sports networks, on ~~channels~~one ~~offered~~or more separate tiers, or to offer networks or stations on an a la carte basis to give our customers more choice and potentially lower their costs. In many instances, such programmers have created additional networks and migrated popular programming, particularly sports programming, to these new networks, which has contributed to the increases in our programming costs. Additionally, we believe certain programmers may also demand higher fees from us in an effort to partially offset declines in their advertising revenue as more advertisers allocate a greater portion of their spending to Internet advertising. While such growth in programming expenses can be offset, in whole or in part, by rate increases, we expect our video ~~services~~gross margins will continue to decline if increases in programming costs outpace any growth in video revenues.

~~Costs~~2016 ~~and~~Financing ~~Expenses~~Activity

~~Service~~On ~~Costs~~May 19, 2016, we repaid the entire $82.9 million balance of Term Loan E under our bank credit facility, which was scheduled to mature on October 23, 2017. On the same date, we made $75.0 million of capital distributions to our parent, MCC, which, in turn, contributed such funds to Mediacom Broadband LLC to fund, in part, the repayment of a certain term loan that was scheduled to mature in June 2017. Such distributions were funded with borrowings under our revolving credit commitments.

~~Service~~See ~~costs~~“Liquidity ~~consist of the costs related to providing~~ and ~~maintaining~~Capital ~~services~~Resources to— ~~our~~Capital ~~customers.~~Structure ~~Significant~~— ~~service~~2016 ~~costs~~Financing ~~comprise:~~Activity” ~~video programming; HSD service, including bandwidth connectivity; phone service, including leased circuits~~ and ~~long~~Note ~~distance;~~6 in our ~~enterprise~~Notes ~~networks~~to ~~business,~~Consolidated Financial including leased access; technical personnel who maintain the cable network, perform customer installation activities and provide customer support; network operations center; utilities, including pole rental; and field operations, including outside contractors, vehicle fuel and maintenance and leased fiber for regional connectivityStatements.

~~Video~~Revenues 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 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 costs fluctuate depending on customers’ bandwidth consumption and customer growth. Phone service costs are mainly determined by network configuration, customers’ long distance usage and net termination payments to other carriers. 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 service costs, with the exception of programming expenses, will remain fairly consistent as a percentage of our revenues.

~~Selling,~~Video ~~General and Administrative Expenses~~

~~Significant~~Video ~~selling,~~revenues ~~general~~primarily represent ~~and~~monthly ~~administrative~~subscription ~~expenses~~fees ~~comprise:~~charged ~~call~~to ~~center,~~residential ~~customer service~~customers, ~~marketing,~~which ~~business~~vary ~~services,~~according ~~support~~to ~~and~~the ~~administrative~~level ~~personnel;~~of ~~franchise~~service, ~~fees~~the ~~and~~type ~~other taxes; bad debt; billing; marketing; advertising;~~ and ~~general~~amount ~~office~~of ~~administration.~~equipment ~~These~~taken, ~~expenses generally rise due to customer growth~~ and ~~inflationary~~revenue ~~cost~~from ~~increases~~the ~~for~~sale ~~personnel,~~of ~~outside~~VOD ~~vendors~~content and ~~other~~pay-per-view ~~expenses~~events. WeVideo ~~anticipate~~revenues ~~that~~also ~~selling~~include installation, ~~general~~reconnection and ~~administrative~~wire ~~expenses~~maintenance ~~will~~fees, ~~remain~~franchise ~~fairly~~and ~~consistent~~late aspayment afees, ~~percentage~~and ofother ~~our~~ancillary revenues.

~~Service costs and selling, general and administrative expenses exclude depreciation and amortization, which we present separately.~~HSD

~~Management~~HSD ~~Fee~~revenues ~~Expense~~primarily represent monthly subscription fees charged to residential customers, which vary according to the level of service and type of equipment taken.

~~Management~~Phone 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.

~~Capital~~Phone ~~Expenditures~~revenues primarily represent monthly subscription and equipment fees charged to residential customers for our phone service.

~~Capital~~Business ~~expenditures~~Services are categorized in accordance with the National Cable and Telecommunications Association (“NCTA”) disclosure guidelines, which are intended to provide more consistency in the reporting of capital expenditures among peer companies in the cable industry. These disclosure guidelines are not required under GAAP, nor do they impact our accounting for capital expenditures under GAAP. Our capital expenditures comprise:

·Business services ~~Customer~~revenues ~~premise~~primarily ~~equipment,~~represent ~~which~~monthly ~~include~~fees ~~equipment~~charged to SMBs for video, HSD and ~~labor~~phone ~~costs~~services, ~~incurred~~which invary according to the ~~purchase~~level of service taken, and ~~installation~~fees ofcharged ~~equipment~~to ~~that~~large ~~resides~~businesses, atincluding arevenues ~~residential~~from orcell ~~commercial~~tower ~~customer’s~~backhaul ~~premise;~~and enterprise class services.

·Advertising ~~Enterprise networks, which include costs associated with furnishing custom fiber solutions for medium- to large-sized business customers, including for cell tower backhaul;~~

·Advertising ~~Scalable~~revenues ~~infrastructure,~~primarily ~~which~~represent ~~include~~revenues ~~costs~~received ~~incurred~~from inselling ~~the~~advertising ~~purchase~~time ~~and~~we ~~installation~~receive ofunder ~~equipment~~programming atlicense ~~our~~agreements ~~facilities~~to ~~associated~~local, ~~with~~regional ~~network-wide~~and national ~~distribution~~advertisers for the placement of commercials on channels offered on our video services;.

·15 ~~Line extensions, which include costs associated with the extension of our network into new service areas;~~

·Table Upgrade / rebuild, which include costs to modify or replace existing components of our network; andContents

·Costs ~~Support capital, which include vehicles~~ and ~~all~~Expenses ~~other capital purchases required to support our customers and general business operations.~~

15Service Costs

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

~~“OIBDA”~~Video isprogramming ~~not~~costs, which are generally paid on a ~~financial~~per-video ~~measure~~customer ~~calculated~~basis, inhave ~~accordance~~historically ~~with~~represented ~~generally~~our ~~accepted~~single ~~accounting~~largest ~~principles~~expense. ~~(“GAAP”)~~In recent years, we have experienced substantial increases in the ~~United~~per-unit ~~States~~cost of 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. WeOur ~~define~~HSD ~~OIBDA~~costs fluctuate depending on customers’ bandwidth consumption and customer growth. Phone service costs are mainly determined by network configuration, customers’ long distance usage and net termination payments to other carriers. Our other service costs generally rise as ~~operating~~a ~~income~~result ~~before~~of ~~depreciation~~customer growth and ~~amortization~~inflationary cost increases for personnel, outside vendors and other expenses. ~~OIBDA~~Personnel ~~has~~and ~~inherent~~related ~~limitations~~support costs may increase as ~~discussed~~the ~~below~~percentage of expenses that we capitalize declines due to lower levels of new service installations. We anticipate that service costs, with the exception of programming expenses, will remain fairly consistent as a percentage of our revenues.

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 managementSelling, ~~and~~General ~~provides a measure that can be used to analyze our value~~ and ~~evaluate~~Administrative our performance compared to other 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.Expenses

~~OIBDA~~Significant ~~should~~selling, ~~not~~general beand ~~regarded~~administrative asexpenses ancomprise: ~~alternative~~call tocenter, ~~operating~~customer ~~income~~service, ormarketing, ~~net~~business ~~income~~services, assupport anand administrative ~~indicator~~personnel; offranchise ~~operating~~fees ~~performance,~~and orother totaxes; ~~the~~bad ~~statement~~debt; ofbilling; ~~cash~~marketing; ~~flows~~advertising; asand ageneral ~~measure~~office ofadministration. ~~liquidity,~~These ~~nor~~expenses ~~should~~generally itrise bedue ~~considered~~to incustomer ~~isolation~~growth orand asinflationary acost ~~substitute~~increases for ~~financial~~personnel, ~~measures~~outside vendors ~~prepared~~and inother ~~accordance with GAAP~~expenses. We ~~believe~~anticipate that ~~operating~~selling, ~~income~~general isand ~~the~~administrative ~~most~~expenses ~~directly~~will ~~comparable~~remain ~~GAAP~~fairly ~~financial~~consistent ~~measure~~as toa ~~OIBDA~~percentage of our revenues.

~~Actual~~Service ~~Results~~costs ofand ~~Operations~~selling, general and administrative expenses exclude depreciation and amortization, which we present separately.

~~Three~~Management ~~and~~Fee ~~Six~~Expense ~~Months Ended June 30, 2016 compared to Three and Six Months Ended June 30, 2015~~

~~The~~Management fee ~~table~~expense ~~below~~reflects ~~sets~~compensation ~~forth~~paid ~~our~~to ~~consolidated~~MCC ~~statements~~for the performance of ~~operations~~services ~~and~~it ~~OIBDA~~provides ~~(dollars~~our operating subsidiaries in ~~thousands~~accordance ~~and~~with ~~percentage~~management ~~changes~~agreements ~~that~~between ~~are~~MCC ~~not~~and ~~meaningful~~our ~~are~~operating ~~marked~~subsidiaries. ~~NM):~~

	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2016			2015			% Change			2016			2015			% Change
Revenues	$	194,453		$	185,619			4.8	%	$	384,022		$	365,663			5.0	%
Costs and expenses:
Service costs		85,193			81,376			4.7	%		170,144			162,020			5.0	%
Selling, general and administrative expenses		31,407			30,139			4.2	%		61,747			58,983			4.7	%
Management fee expense		3,250			3,250			0.0	%		6,900			6,500			6.2	%
Depreciation and amortization		30,610			29,927			2.3	%		60,517			59,821			1.2	%
Operating income		43,993			40,927			7.5	%		84,714			78,339			8.1	%
Interest expense, net		(13,005	)		(15,903	)		(18.2	%)		(26,075	)		(31,881	)		(18.2	%)
(Loss) gain on derivatives, net		(953	)		3,343		NM				(5,650	)		5,921		NM
Loss on early extinguishment of debt		(264	)		—		NM				(264	)		—		NM
Investment income from affiliate		4,500			4,500		NM				9,000			9,000		NM
Other expense, net		(374	)		(269	)	NM				(818	)		(498	)	NM
Net income	$	33,897		$	32,598			4.0	%	$	60,907		$	60,881			0.0	%
OIBDA	$	74,603		$	70,854			5.3	%	$	145,231		$	138,160			5.1	%

Capital Expenditures

~~The~~Capital expenditures ~~table~~are ~~below~~categorized ~~represents~~in aaccordance ~~reconciliation~~with ofthe ~~OIBDA~~National toCable ~~operating~~and ~~income~~Telecommunications Association (~~dollars~~“NCTA”) disclosure guidelines, which are intended to provide more consistency in ~~thousands)~~the reporting of capital expenditures among peer companies in the cable industry. These disclosure guidelines are not required under GAAP, nor do they impact our accounting for capital expenditures under GAAP. Our capital expenditures comprise:

	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2016			2015			% Change			2016			2015			% Change
OIBDA	$	74,603		$	70,854			5.3	%	$	145,231		$	138,160			5.1	%
Depreciation and amortization		(30,610	)		(29,927	)		2.3	%		(60,517	)		(59,821	)		1.2	%
Operating income	$	43,993		$	40,927			7.5	%	$	84,714		$	78,339			8.1	%

•

Customer premise equipment, which include equipment and labor costs incurred in the purchase and installation of equipment that resides at a residential or commercial customer’s premise;

16• Enterprise networks, which include costs associated with furnishing custom fiber solutions for medium- to large-sized business customers, including for cell tower backhaul;

~~Revenues~~• Scalable infrastructure, which include costs incurred in the purchase and installation of equipment at our facilities associated with network-wide distribution of services;

~~The~~• ~~tables~~Line ~~below~~extensions, ~~set~~which ~~forth~~include ~~our~~costs ~~revenues~~associated ~~and~~with ~~selected~~the ~~customer~~extension ~~and~~of ~~average~~our ~~total~~network ~~monthly~~into ~~revenue~~new ~~statistics~~service ~~(dollars in thousands, except per unit data):~~areas;

	Three Months Ended							Six Months Ended
	June 30,							June 30,
	2016		2015		% Change			2016		2015		% Change
Video	$	89,109	$	88,865		0.3	%	$	175,800	$	175,156		0.4	%
HSD		67,050		59,500		12.7	%		132,107		116,943		13.0	%
Phone		12,926		13,448		(3.9	%)		25,772		26,989		(4.5	%)
Business services		22,417		20,032		11.9	%		44,122		39,615		11.4	%
Advertising		2,951		3,774		(21.8	%)		6,221		6,960		(10.6	%)
Total revenues	$	194,453	$	185,619		4.8	%	$	384,022	$	365,663		5.0	%
Average total monthly revenue per customer relationship (1)	$	109.12	$	106.77		2.2	%	$	108.48	$	105.99		2.3	%

•

Upgrade / rebuild, which include costs to modify or replace existing components of our network; and

	June 30,
	2016		2015		% Change
Video customers		370,000		385,000		(3.9	%)
HSD customers		500,000		466,000		7.3	%
Phone customers		204,000		187,000		9.1	%
Primary service units (PSUs)		1,074,000		1,038,000		3.5	%
Customer relationships		595,000		581,000		2.4	%

•

Support capital, which include vehicles and all other capital purchases required to support our customers and general business operations.

~~(1)~~16 ~~Represents average total monthly revenues for the period divided by average customer relationships for the period.~~

RevenuesTable increasedof 4.8% and 5.0% for the three and six months ended June 30, 2016, respectively, primarily due to greater HSD and, to a lesser extent, business services revenues, offset in part by a decline in phone revenues.Contents

~~Video~~Use of Non-GAAP Financial Measures

~~Video~~“OIBDA” ~~revenues~~is ~~increased~~not ~~0.3%~~a ~~and~~financial ~~0.4%~~measure ~~for~~calculated ~~the~~in ~~three~~accordance ~~and six months ended June 30, 2016, respectively, mainly due to more customers taking our advanced video services and rate adjustments associated~~ with ~~the~~generally ~~pass-through~~accepted ofaccounting ~~higher~~principles ~~programming~~(“GAAP”) ~~costs~~in ~~for retransmission consent fees and regional sports networks, mostly offset by residential video customer declines since~~ the ~~prior~~United ~~year periods and, to a much lesser extent, lower pay-per-view revenue~~States. We define ~~lost~~OIBDA ~~4,000~~as ~~and~~operating ~~5,000~~income ~~video~~before ~~customers~~depreciation ~~during the three~~ and ~~six months ended June 30, 2016, respectively, compared to decreases of 4,000 and 5,000 video customers in the comparable prior year periods~~amortization. AsOIBDA ofhas ~~June~~inherent ~~30,~~limitations ~~2016,~~as wediscussed ~~served 370,000 video customers, or 27~~below.8% ~~of estimated homes passed, and 36.6% of our video customers took our DVR service, which represents a large component of revenues from advanced video services.~~

~~HSD~~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 our value and evaluate our performance compared to other 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.

~~HSD~~OIBDA ~~revenues~~should ~~grew~~not ~~12.7%~~be ~~and~~regarded ~~13.0%~~as ~~for~~an ~~the~~alternative ~~three and six months ended June 30, 2016, respectively, largely due~~ to operating ~~more~~income ~~customers~~or ~~paying~~net ~~higher~~income ~~rates~~as ~~for~~an ~~faster~~indicator ~~speed~~of ~~tiers,~~operating ~~and residential HSD customer growth since the prior year periods. We gained 7~~performance,~~000~~ ~~and~~or ~~20,000~~to ~~HSD customers during~~ the ~~three~~statement ~~and~~of ~~six~~cash ~~months~~flows ~~ended~~as ~~June~~a ~~30,~~measure ~~2016, respectively, compared to increases~~ of 6liquidity,~~000~~ ~~and~~nor ~~17,000~~should ~~HSD~~it ~~customers~~be considered in ~~the~~isolation ~~comparable~~or ~~prior~~as ~~year~~a ~~periods.~~substitute Asfor offinancial ~~June~~measures ~~30,~~prepared ~~2016,~~in weaccordance ~~served 500,000 HSD customers, or 37~~with GAAP.5% ofWe ~~estimated~~believe ~~homes~~that ~~passed,~~operating ~~and~~income ~~39.2%~~is ofthe ~~our~~most ~~HSD~~directly ~~customers~~comparable ~~took~~GAAP ~~our~~financial ~~wireless~~measure ~~home~~to ~~gateway service~~OIBDA.

~~Phone~~Actual Results of Operations

~~Phone~~Three ~~revenues declined 3.9%~~ and ~~4.5%~~Nine ~~for~~Months ~~the~~Ended ~~three~~September ~~and six months ended June~~ 30, 2016, respectively, principally due to greater levels of discounted pricing, offset in part by residential phone customer growth since the prior year periods. We gained 5,000 and 10,000 phone customers during the three and six months ended June 30, 2016, respectively, compared to ~~increases~~Three ~~of 1,000~~ and ~~5,000~~Nine ~~phone~~Months ~~customers~~Ended inSeptember ~~the comparable prior year periods. As of June~~ 30, ~~2016,~~2015 ~~we served 204,000 phone customers, or 15.3% of estimated homes passed.~~

17The table below sets forth our consolidated statements of operations and OIBDA (dollars in thousands and percentage changes that are not meaningful are marked NM):

Business Services


	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			% Change			2016			2015			% Change
Revenues	$	195,488		$	186,179			5.0	%	$	579,510		$	551,842			5.0	%
Costs and expenses:
Service costs		87,214			82,625			5.6	%		257,358			244,645			5.2	%
Selling, general and administrative expenses		32,162			31,284			2.8	%		93,909			90,267			4.0	%
Management fee expense		3,650			3,250			12.3	%		10,550			9,750			8.2	%
Depreciation and amortization		32,353			30,445			6.3	%		92,870			90,266			2.9	%

Operating income		40,109			38,575			4.0	%		124,823			116,914			6.8	%
Interest expense, net		(12,791	)		(15,599	)		(18.0	%)		(38,866	)		(47,480	)		(18.1	%)
Gain (loss) on derivatives, net		2,905			(1,990	)		NM			(2,745	)		3,931			NM
Loss on early extinguishment of debt		—			—			NM			(264	)		—			NM
Investment income from affiliate		4,500			4,500			NM			13,500			13,500			NM
Other expense, net		(319	)		(251	)		NM			(1,137	)		(749	)		NM

Net income	$	34,404		$	25,235			36.3	%	$	95,311		$	86,116			10.7	%

OIBDA	$	72,462		$	69,020			5.0	%	$	217,693		$	207,180			5.1	%

~~Business~~The ~~services~~table ~~revenues~~below ~~rose~~represents ~~11.9%~~a ~~and~~reconciliation ~~11.4%~~of ~~for~~OIBDA ~~the three and six months ended June 30, 2016, respectively, mainly due~~ to ~~customer~~operating ~~growth~~income (dollars in ~~the~~thousands): ~~small- to medium-sized business segment and, to a lesser extent, enterprise networks business since the prior year periods.~~

Advertising


	Three Months Ended September 30,									Nine Months Ended September 30,
	2016			2015			% Change			2016			2015			% Change
OIBDA	$	72,462		$	69,020			5.0	%	$	217,693		$	207,180			5.1	%
Depreciation and amortization		(32,353	)		(30,445	)		6.3	%		(92,870	)		(90,266	)		2.9	%

Operating income	$	40,109		$	38,575			4.0	%	$	124,823		$	116,914			6.8	%

~~Advertising~~17 ~~revenues fell 21.8% and 10.6% for the three and six months ended June 30, 2016, respectively, largely due to lower revenues from third party contracts.~~

CostsTable andof ExpensesContents

~~Service~~Revenues ~~Costs~~

~~Service~~The ~~costs~~tables ~~grew~~below ~~4.7%~~set ~~and~~forth ~~5.0%~~our ~~the~~revenues ~~three~~ and ~~six~~selected ~~months~~customer ~~ended June 30, 2016, respectively, primarily due to higher video programming~~ and, toaverage atotal ~~lesser~~monthly ~~extent,~~revenue ~~field~~statistics ~~operating~~(dollars and employee expenses. Programming expenses were 3.0% and 4.0% higher for the three and six months ended June 30, 2016, respectively, mainly due to higher fees associated with the renewal of programming contracts and contractual increases under agreements with certain local broadcast stations and cable networks, offset in ~~part by video customer declines since the prior year periods. Field operating costs rose 9.4% and 10.2% for the three and six months ended June 30~~thousands, ~~2016,~~except ~~respectively,~~per ~~largely~~unit adata): result of greater costs associated with pole attachments agreements, fleet operations, outside contractors and cable location services. Service costs as a percentage of revenues were 43.8% for each of the three months ended June 30, 2016 and 2015, and 44.3% for each of the six months ended June 30, 2016 and 2015.

Selling, General and Administrative Expenses


	Three Months Ended September 30,							Nine Months Ended September 30,
	2016		2015		% Change			2016		2015		% Change
Video	$	88,372	$	87,390		1.1	%	$	264,172	$	262,546		0.6	%
HSD		68,744		60,995		12.7	%		200,851		177,938		12.9	%
Phone		12,948		13,226		(2.1	%)		38,720		40,215		(3.7	%)
Business services		22,472		20,752		8.3	%		66,594		60,367		10.3	%
Advertising		2,952		3,816		(22.6	%)		9,173		10,776		(14.9	%)

Total revenues	$	195,488	$	186,179		5.0	%	$	579,510	$	551,842		5.0	%

Average total monthly revenue per customer relationship ⁽¹⁾	$	109.15	$	106.63		2.4	%	$	108.77	$	106.45		2.2	%

Selling, general and administrative expenses increased 4.2% and 4.7% for the three and six months ended June 30, 2016, respectively, mainly due to greater marketing costs and, to a lesser extent, administrative expenses. Marketing costs grew 15.9% and 16.7% for the three and six months ended June 30, 2016, respectively, primarily due to higher levels of direct mail marketing and expenses related to a rebranding campaign. Administrative expenses rose 101.0% and 89.9% for the three and six months ended June 30, 2016, respectively, principally due to greater customer service software costs and professional fees. Selling, general and administrative expenses as a percentage of revenues were 16.2% for each of the three months ended June 30, 2016 and 2015, and 16.1% for each of the six months ended June 30, 2016 and 2015.


	September 30,
	2016		2015		% Change
Video customers		368,000		380,000		(3.2	%)
HSD customers		509,000		474,000		7.4	%
Phone customers		210,000		191,000		9.9	%

Primary service units (PSUs)		1,087,000		1,045,000		4.0	%

Customer relationships		599,000		583,000		2.7	%

~~Management~~(1) ~~Fee~~Represents ~~Expense~~average total monthly revenues for the period divided by average customer relationships for the period.

~~Management~~Revenues ~~fee~~increased ~~expense~~5.0% ~~was~~for ~~unchanged~~each ~~for~~of the three ~~months ended June 30, 2016,~~ and ~~grew~~nine ~~6.2% for the six~~ months ended ~~June~~September 30, 2016, ~~reflecting~~primarily ~~higher~~due ~~fees~~to ~~charged~~greater byHSD ~~MCC.~~and, ~~Management~~to ~~fee expense as~~ a ~~percentage~~much oflesser ~~revenues was 1.7% and 1.8% for the three months ended June 30~~extent, ~~2016~~business services and ~~2015,~~video ~~respectively, and 1~~revenues.8% ~~for each for the six months ended June 30, 2016 and 2015.~~

~~Depreciation~~Video ~~and Amortization~~

~~Depreciation~~Video ~~and~~revenues ~~amortization~~increased ~~was 2~~1.31% and 10.26% for the three and nine months ended September 30, 2016, respectively, mainly due to more customers taking our advanced video services and rate adjustments associated with the pass-through of higher programming costs for retransmission consent fees and, to a much lesser extent, regional sports networks, mostly offset by a lower residential video base compared to the prior year periods. We lost 2,000 and 7,000 video customers during the three and ~~six~~nine months ended ~~June~~September 30, 2016, respectively, ascompared ~~depreciation~~to decreases of ~~investments~~5,000 and 10,000 video customers in ~~customer~~the ~~premise~~comparable ~~equipment~~prior year periods. As of September 30, 2016, ~~HSD~~we ~~bandwidth~~served ~~expansion~~368,000 video customers, or 27.6% of estimated homes passed, and ~~business~~37.5% ~~support~~of ~~were~~our ~~offset~~video incustomers ~~part~~took byour ~~older~~DVR ~~network~~service, ~~assets~~which ~~becoming~~represents ~~fully~~a ~~depreciated~~large component of revenues from advanced video services.

~~Operating~~HSD ~~Income~~

~~Operating~~HSD ~~income~~revenues ~~increased~~grew 712.57% and 812.19% for the three and ~~six~~nine months ended ~~June~~September 30, 2016, respectively, ~~mainly~~largely due to ~~the~~more ~~increase~~customers inpaying ~~revenues~~higher rates for faster speed tiers, ~~offset~~and ina ~~part~~greater byresidential ~~higher~~HSD ~~service~~customer ~~costs~~base compared to the prior year periods. We gained 9,000 and 29,000 HSD customers during the three and nine months ended September 30, 2016, respectively, compared to aincreases ~~lesser~~of ~~extent~~8,000 ~~selling~~and 25,000 ~~general~~HSD customers in the comparable prior year periods. As of September 30, 2016, we served 509,000 HSD customers, or 38.1% of estimated homes passed, and ~~administrative~~41.6% ~~expenses~~of our HSD customers took our wireless home gateway service.

~~Interest~~Phone ~~Expense, Net~~

~~Interest~~Phone ~~expense,~~revenues ~~net,~~declined ~~fell~~2.1% 18and 3.27% for ~~each of~~ the three and ~~six~~nine months ended ~~June~~September 30, 2016, respectively, principally due to greater levels of discounted pricing, offset in part by a ~~lower~~greater ~~average~~residential ~~cost~~phone ofcustomer ~~debt~~base compared to the prior year periods. We gained 6,000 and 16,000 phone customers during the three and nine months ended September 30, 2016, respectively, compared to aincreases ~~lesser~~of 4,000 ~~extent~~and 9,000 ~~lower~~phone ~~average~~customers ~~outstanding~~in ~~indebtedness~~the comparable prior year periods. As of September 30, 2016, we served 210,000 phone customers, or 15.7% of estimated homes passed.

(Loss)Table Gainof on Derivatives, NetContents

AsBusiness aServices result of the changes in the mark-to-market valuations on our interest rate exchange agreements, we recorded a net loss on derivatives of $1.0 million and a net gain on derivatives of $3.3 million for the three months ended June 30, 2016 and 2015, respectively, and a net loss on derivatives of $5.7 million and a net gain on derivatives of $5.9 million for the six months ended June 30, 2016 and 2015, respectively. See Notes 3 and 6 in our Notes to Consolidated Financial Statements.

~~Loss~~Business onservices ~~Early~~revenues ~~Extinguishment~~rose of8.3% ~~Debt~~and 10.3% for the three and nine months ended September 30, 2016, respectively, mainly due to a greater small- to medium-sized business customer base and, to a much lesser extent, enterprise networks business compared to the prior year periods.

~~Loss~~Advertising on early extinguishment of debt totaled $0.3 million for each of the three and six months ended June 30, 2016, which represented the write-off of unamortized finance costs as a result of the repayment of Term Loan E. There was no loss on early extinguishment of debt for each of the three and six months ended June 30, 2015.

~~Investment~~Advertising ~~Income~~revenues fell 22.6% and 14.9% for the three and nine months ended September 30, 2016, respectively, principally due to lower revenues from ~~Affiliate~~third party contracts.

~~Investment~~Costs ~~income from affiliate was $4.5 million for each of the three months ended June 30, 2016~~ and ~~2015,~~Expenses and $9.0 million for each of the six months ended June 30, 2016 and 2015. These amounts represent the investment income on our $150.0 million preferred membership interest in Mediacom Broadband LLC. See Note 7 in our Notes to Consolidated Financial Statements.

~~Other~~Service ~~Expense,~~Costs ~~Net~~

~~Other~~Service ~~expense~~costs grew 5.6% and 5.2% the three and nine months ended September 30, ~~net~~2016, ~~was~~respectively, $0primarily due to higher video programming and, to a lesser extent, field operating costs. Programming costs were 6.2% and 4.8% ~~million~~higher for the three and nine months ended September ~~June~~ 30, 2016, ~~representing~~respectively, ~~$0.3~~mainly ~~million~~due to higher fees associated with the renewal of ~~revolving~~programming ~~credit~~contracts ~~commitment~~and ~~fees~~contractual increases under agreements with certain local broadcast stations and $0cable networks, offset in part by a lower video customer base compared to the prior year periods. Field operating costs rose 6.1% ~~million~~and 8.7% for the three and nine months ended September 30, 2016, respectively, largely a result of ~~other~~greater ~~fees~~costs associated with fleet operations, cable location services, pole attachment agreements and $0electricity costs, offset by lower vehicle fuel expenses.3 ~~million~~Service costs as a percentage of revenues were 44.6% and 44.4% for the three months ended ~~June~~September 30, 2016 and 2015, ~~representing~~respectively, $0and 44.14% ~~million~~and 44.3% offor ~~revolving~~the ~~credit~~nine ~~commitment~~months ~~fees~~ended ~~and~~September ~~$0.2~~30, ~~million~~2016 ofand ~~other~~2015, ~~fees~~respectively.

~~Other expense~~Selling, ~~net,~~General ~~was $0.8 million for the six months ended June 30, 2016, representing $0.7 million of revolving credit commitment fees~~ and ~~$0.1~~Administrative ~~million~~Expenses ~~of other fees, and $0.5 million for the six months ended June 30, 2015, representing $0.3 million of revolving credit commitment fees and $0.2 million of other fees.~~

~~Net~~Selling, ~~Income~~general and administrative expenses increased 2.8% and 4.0% for the three and nine months ended September 30, 2016, respectively, mainly due to greater marketing costs. Marketing costs grew 12.3% and 15.2% for the three and nine months ended September 30, 2016, respectively, primarily due to expenses related to a rebranding campaign and, to a lesser extent, higher levels of direct mail marketing. Selling, general and administrative expenses as a percentage of revenues were 16.5% and 16.8% for the three months ended September 30, 2016 and 2015, respectively, and 16.2% and 16.4% for the nine months ended September 30, 2016 and 2015, respectively.

AsManagement aFee ~~result~~Expense of the factors described above, we recognized net income of $33.9 million and $32.6 million for the three months ended June 30, 2016 and 2015, respectively, and $60.9 million and for each of the six months ended June 30, 2016 and 2015.

~~OIBDA~~Management fee expense grew 12.3% and 8.2% for the three and nine months ended September 30, 2016, respectively, reflecting higher fees charged by MCC. Management fee expense as a percentage of revenues was 1.9% and 1.7% for the three months ended September 30, 2016 and 2015, respectively, and 1.8% for each for the nine months ended September 30, 2016 and 2015.

~~OIBDA~~Depreciation ~~grew 5.3%~~ and ~~5.1%~~Amortization for the three and six months ended June 30, 2016, respectively, as the increase in revenues was partly offset by higher service costs and, to a lesser extent, selling, general and administrative expenses.

~~Liquidity~~Depreciation and ~~Capital~~amortization ~~Resources~~was 6.3% and 2.9% higher for the three and nine months ended September 30, 2016, respectively, as depreciation of investments in customer premise equipment, HSD bandwidth expansion and business support were offset in part by long-lived network assets having been fully depreciated in the prior year periods.

~~Our~~Operating ~~net~~Income cash flows provided by operating activities are primarily used to fund investments to enhance the capacity and reliability of our network and further expand our products and services, and make scheduled and voluntary repayments of our indebtedness and periodic distributions to MCC. As of June 30, 2016, our near-term liquidity requirements included term loan principal repayments of $13.7 million over the next twelve months. As of the same date, our sources of liquidity included $8.6 million of cash and $135.2 million of unused and available commitments under our $362.5 million revolving credit facility, after giving effect to approximately $219.1 million of outstanding loans and $8.2 million of letters of credit issued to various parties as collateral.

WeOperating ~~believe~~income increased ~~that~~4.0% weand ~~will~~6.8% befor ~~able~~the tothree ~~continue to meet our current~~ and ~~long-term~~nine ~~liquidity~~months ~~and~~ended ~~capital~~September ~~requirements~~30, ~~including fixed charges~~2016, ~~through existing cash~~respectively, ~~internally~~mainly ~~generated~~due ~~cash~~to ~~flows~~the ~~from~~increase ~~operating~~in ~~activities~~revenues, ~~cash~~offset ~~available~~in topart usby ~~under~~higher ~~our~~service ~~revolving~~costs ~~credit commitments~~ and ~~our ability to obtain future financing. If we are unable to obtain sufficient future financing on acceptable terms~~, ~~or at all, we may need~~ to ~~take~~a ~~other~~much ~~actions~~lesser ~~to conserve or raise capital that we would not take otherwise. However~~extent, ~~we have accessed the debt markets for significant amounts of capital in the past~~selling, general and ~~expect~~administrative ~~to access these markets in the future, as necessary~~expenses.

~~Net~~Interest ~~Cash~~Expense, ~~Flows~~Net ~~Provided by Operating Activities~~

~~Net~~Interest ~~cash~~expense, ~~flows~~net, ~~provided~~fell by18.0% ~~operating~~and ~~activities were $116~~18.91% ~~million~~ for the ~~six~~three and nine months ended ~~June~~September 30, 2016, ~~primarily~~respectively, due to ~~OIBDA~~a oflower ~~$145.2~~average ~~million~~cost of debt and, to a much lesser extent, ~~investment~~lower ~~income~~average ~~from~~outstanding ~~affiliate of $9~~indebtedness.0 ~~million, offset in part by interest expense of $26.1 million and the $11.8 million net change in our operating assets and liabilities. The net change in our operating assets and~~

liabilitiesTable was primarily due to increases in accounts receivable from affiliates of $8.0 million, and in prepaid expenses and other assets of $4.9 million, offset in part by an increase in deferred revenue of $1.5 million.Contents

~~Net~~Gain ~~cash~~(Loss) ~~flows~~on ~~provided by operating activities were $112.2 million for the six months ended June 30~~Derivatives, ~~2015,~~Net primarily due to OIBDA of $138.2 million and, to a much lesser extent, investment income from affiliate of $9.0 million, offset in part by interest expense of $31.9 million and the $4.0 million net change in our operating assets and liabilities. The net change in our operating assets and liabilities was primarily due to increases in prepaid expenses and other assets of $4.3 million and in accounts receivables from affiliates of $2.7 million, and decreases in accounts payable, accrued expenses and other current liabilities of $2.0 million and in accounts payable to affiliates of $1.4 million, offset in part by declines in accounts receivable, net, of $5.2 million, and an increase in deferred revenue of $1.2 million.

~~Net~~As ~~Cash~~a ~~Flows~~result ~~Used~~of the changes in ~~Investing~~the ~~Activities~~mark-to-market valuations on our interest rate exchange agreements, we recorded a net gain on derivatives of $2.9 million and a net loss on derivatives of $2.0 million for the three months ended September 30, 2016 and 2015, respectively, and a net loss on derivatives of $2.7 million and a net gain on derivatives of $3.9 million for the nine months ended September 30, 2016 and 2015, respectively. See Notes 3 and 6 in our Notes to Consolidated Financial Statements.

~~Capital~~Loss ~~expenditures~~on ~~continue~~Early toExtinguishment ~~be our primary use~~ of ~~capital resources and generally comprise substantially all of our net cash flows used in investing activities.~~Debt

~~Net~~Loss ~~cash~~on ~~flows~~early ~~used~~extinguishment inof ~~investing~~debt ~~activities~~totaled ~~were~~ $740.63 million for the ~~six~~nine months ended ~~June~~September 30, 2016, ~~substantially~~which ~~comprising~~represented ~~$77.6~~the ~~million~~write-off of unamortized ~~capital~~financing ~~expenditures,~~costs ~~slightly~~as ~~offset~~a byresult aof ~~net~~the ~~change~~repayment inof ~~accrued~~Term ~~property~~Loan E. There was no loss on early extinguishment of debt for the three months ended September 30, ~~plant~~2016, and ~~equipment~~for ofthe ~~$2.8~~three ~~million~~and nine months ended September 30, 2015.

~~Net~~Investment ~~cash~~Income ~~flows~~from ~~used~~Affiliate in investing activities were $62.3 million for the six months ended June 30, 2015, substantially comprising $64.6 million of capital expenditures and $1.2 million of acquisitions of other intangible assets, slightly offset by a net change in accrued property, plant and equipment of $3.5 million.

~~Capital~~Investment ~~Expenditures~~income from affiliate was $4.5 million for each of the three months ended September 30, 2016 and 2015, and $13.5 million for each of the nine months ended September 30, 2016 and 2015. These amounts represent the investment income on our $150.0 million preferred membership interest in Mediacom Broadband LLC. See Note 7 in our Notes to Consolidated Financial Statements.

~~The~~Other ~~table~~Expense, ~~below~~Net ~~sets forth our capital expenditures (dollars in thousands):~~

	Six Months Ended
	June 30,
	2016		2015		Change
Customer premise equipment	$	35,303	$	33,201	$	2,102
Enterprise networks		3,457		3,427		30
Scalable infrastructure		15,465		9,469		5,996
Line extensions		4,646		3,434		1,212
Upgrade / rebuild		12,752		10,542		2,210
Support capital		5,935		4,537		1,398
Total capital expenditures	$	77,558	$	64,610	$	12,948

Other expense, net, was $0.3 million for each of the three months ended September 30, 2016 and 2015, representing $0.2 million of revolving credit commitment fees and $0.1 million of other fees.

~~The~~Other ~~increase~~expense, innet, ~~capital~~was ~~expenditures~~$1.1 ~~largely~~million ~~reflects~~for ~~greater~~the ~~investments~~nine inmonths ~~next-generation~~ended ~~HSD~~September ~~network~~30, ~~equipment~~2016, ~~the~~representing ~~expansion~~$0.8 million of ~~our~~revolving ~~network,~~credit ~~largely~~commitment ~~for~~fees ~~new~~and ~~commercial~~$0.3 million ~~passings~~of other fees, and ~~greater~~$0.7 ~~deployment~~million offor ~~wireless~~the ~~home~~nine ~~gateways~~months ended September 30, ~~offset~~2015, inrepresenting ~~part~~$0.4 bymillion ~~lower~~of ~~spending~~revolving oncredit ~~advanced~~commitment ~~video~~fees ~~set-tops~~and $0.3 million of other fees.

Net ~~Cash~~Income ~~Flows Used in Financing Activities~~

~~Net~~As ~~cash~~a ~~flows~~result ~~used~~of inthe factors ~~financing~~described ~~activities~~above, ~~were~~we recognized net income of $4234.4 million and $25.2 million for the ~~six~~three months ended ~~June~~September 30, 2016, ~~comprising~~and ~~$78.6 million of capital distributions to our parent~~2015, ~~MCC~~respectively, and $095.3 million ofand ~~other financing activities, offset in part by~~ $3686.71 million offor ~~net~~the ~~borrowings~~nine ~~under~~months ~~our~~ended ~~bank~~September ~~credit~~30, ~~facility~~2016 and 2015, respectively.

~~Net~~OIBDA cash flows used in financing activities were $47.9 million for the six months ended June 30, 2015, comprising $37.0 million of net repayments under our bank facility, $10.1 million of capital distributions to our parent, MCC, and $0.8 million of other financing activities.

~~Capital~~OIBDA grew ~~Structure~~5.0% and 5.1% for the three and nine months ended September 30, 2016, respectively, as the increase in revenues was partly offset by higher service costs and, to a lesser extent, selling, general and administrative expenses.

AsLiquidity ofand ~~June~~Capital ~~30,~~Resources 2016, our total indebtedness was $1.207 billion, of which approximately 54% was at fixed interest rates or had interest rate swaps that fixed the corresponding variable portion of debt. During the six months ended June 30, 2016, we paid cash interest of $25.2 million, net of capitalized interest.

20Our net cash flows provided by operating activities are primarily used to fund investments to enhance the capacity and reliability of our network and further expand our products and services, and make scheduled and voluntary repayments of our indebtedness and periodic distributions to MCC. As of September 30, 2016, our near-term liquidity requirements included term loan principal repayments of $13.7 million over the next twelve months. As of the same date, our sources of liquidity included $8.0 million of cash and $163.8 million of unused and available commitments under our $362.5 million revolving credit facility, after giving effect to approximately $190.5 million of outstanding loans and $8.2 million of letters of credit issued to various parties as collateral.

~~2016~~We ~~Financing~~believe ~~Activity~~that we will be able to continue to meet our current and long-term liquidity and capital requirements, including fixed charges, through existing cash, internally generated cash flows from operating activities, cash available to us under our revolving credit commitments and our ability to obtain future financing. If we are unable to obtain sufficient future financing on acceptable terms, 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 access these markets in the future, as necessary.

OnNet ~~May~~Cash ~~19,~~Flows ~~2016,~~Provided ~~we repaid the entire $82.9 million balance of Term Loan E under our bank credit facility, that was funded~~ by ~~borrowings~~Operating ofActivities $82.9 million under our revolving credit commitments. On the same date, we made $75.0 million of capital distributions to our parent, MCC, which in turn, contributed such cash distributions to Mediacom Broadband LLC to fund, in part, the repayment of a certain term loan that was scheduled to mature in June 2017. Such distributions were funded with borrowings under our revolving credit commitments.

~~Bank~~Net ~~Credit~~cash ~~Facility~~flows provided by operating activities were $194.4 million for the nine months ended September 30, 2016, primarily due to OIBDA of $217.7 million and, to a much lesser extent, investment income from affiliate of $13.5 million and the $1.1 million net

As20 of June 30, 2016, we maintained a $1.100 billion bank credit facility (the “credit facility”), comprising approximately $737.9 million of term loans with maturities ranging from March 2018 to November 2021, and $362.5 million of revolving credit commitments, which are scheduled to expire in February 2019.

TheTable 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. The credit agreement governing the credit facility (the “credit agreement”) requires our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through June 30, 2016, our operating subsidiaries were in compliance with all covenants under the credit agreement including, as of the same date, a total leverage ratio of 2.9 to 1.0 and an interest coverage ratio of 5.8 to 1.0. We do not believe that our operating subsidiaries will have any difficulty complying with any of the covenants under the credit agreement in the near future.Contents

~~Interest~~ change ~~Rate~~in ~~Swaps~~our operating assets and liabilities, offset in part by interest expense of $38.9 million. The net change in our operating assets and liabilities was primarily due to increases in accounts payable, accrued expenses and other current liabilities of $3.1 million and in deferred revenue of $2.0 million, offset in part by an increase in prepaid expenses and other assets of $2.5 million, and in accounts receivable from affiliates of $1.3 million.

WeNet ~~have~~cash ~~entered~~flows ~~into~~provided ~~several~~by ~~interest~~operating ~~rate~~activities ~~exchange~~were ~~agreements~~$165.9 ~~(which~~million wefor ~~refer~~the tonine asmonths ~~“interest~~ended ~~rate~~September ~~swaps”)~~30, ~~with~~2015, ~~various~~primarily ~~banks~~due to ~~fix~~OIBDA of ~~the~~$207.2 ~~variable~~million ~~rate~~and, onto a ~~portion~~much lesser extent, investment income from affiliate of ~~our~~$13.5 ~~borrowings~~million, ~~under~~offset ~~the~~in ~~credit~~part ~~facility~~by tointerest ~~reduce~~expense of $47.5 million and the ~~potential~~$8.8 ~~volatility~~million net change in our ~~interest~~operating ~~expense~~assets ~~that~~and ~~may~~liabilities. ~~result~~The ~~from~~net ~~changes~~change in ~~market~~our operating ~~interest~~assets ~~rates~~and liabilities was due to increases in accounts receivables from affiliates of $6.7 Asmillion and in prepaid expenses and other assets of ~~June~~$4.7 30million, ~~2016,~~and wedecreases ~~had~~in ~~interest~~accounts ~~rate~~payable, ~~swaps~~accrued ~~that~~expenses ~~fixed~~and ~~the~~other ~~variable~~current ~~portion~~ liabilities of $~~400~~ 3.1 million ofand ~~borrowings~~in ataccounts apayable ~~rate~~to affiliates of $1.5% million, ~~all~~offset in part by declines in accounts receivable, net, of ~~which~~$5.9 ~~are~~million ~~scheduled~~and toan ~~expire~~increase ~~during~~in ~~December 2018~~deferred revenue of approximately $1.3 million.

AsNet ofCash ~~June~~Flows ~~30,~~Used ~~2016,~~in ~~the~~Investing ~~weighted~~Activities ~~average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.3%.~~

~~Senior~~Capital ~~Notes~~expenditures continue to be our primary use of capital resources and generally comprise substantially all of our net cash flows used in investing activities.

AsNet ofcash ~~June~~flows used in investing activities were $119.3 million for the nine months ended September 30, 2016, wesubstantially ~~had~~comprising $~~250~~ 115.5 million of ~~outstanding~~capital ~~senior~~expenditures ~~notes,~~and ~~all~~a ofnet ~~which~~change ~~comprised~~in ~~our~~accrued ~~7¼%~~property, ~~senior~~plant ~~notes~~and ~~due~~equipment ~~February~~of ~~2022~~$3.9 million.

~~Our~~Net ~~senior notes are unsecured obligations, and the indenture governing our senior notes (the “indenture”) limits the incurrence of additional indebtedness based upon a maximum debt to operating~~ cash ~~flow~~flows ~~ratio~~used ~~(as defined~~ in ~~the~~investing ~~indenture)~~activities were ~~of 8~~$98.59 tomillion ~~1.0.~~for ~~For~~the ~~all~~nine ~~periods~~months ~~through~~ended ~~June~~September 30, ~~2016~~2015, wesubstantially ~~were~~comprising in$100.2 ~~compliance~~million ~~with all covenants under the indenture including, as~~ of ~~the~~capital ~~same date~~expenditures, a$1.3 ~~debt~~million toof ~~operating~~acquisitions ~~cash flow ratio~~ of ~~3.8~~other tointangible ~~1.0.~~assets, Weslightly dooffset ~~not~~by ~~believe~~a ~~that~~net wechange ~~will~~in ~~have~~accrued ~~any~~property, ~~difficulty~~plant ~~complying~~and equipment ~~with any~~ of ~~the~~$2.5 ~~covenants under the indenture in the near future~~million.

~~Debt~~Capital ~~Ratings~~Expenditures

~~MCC’s~~The ~~corporate~~table ~~credit~~below ~~ratings~~sets ~~are~~forth ~~Ba3~~our bycapital ~~Moody’s~~expenditures ~~and~~(dollars BBin ~~by Standard and Poor’s (“S&P”~~thousands),: ~~and our senior unsecured ratings are B2 by Moody’s and B+ by S&P, all with a stable outlook.~~

There can be no assurance that Moody’s or S&P 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. 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.


	Nine Months Ended September 30,
	2016		2015		Change
Customer premise equipment	$	50,487	$	49,519	$	968
Enterprise networks		5,302		5,330		(28	)
Scalable infrastructure		23,217		13,329		9,888
Line extensions		7,230		5,855		1,375
Upgrade / rebuild		19,519		18,330		1,189
Support capital		9,734		7,817		1,917

Total capital expenditures	$	115,489	$	100,180	$	15,309

~~Contractual~~The ~~Obligations~~increase in capital expenditures largely reflects greater investments in next-generation HSD network equipment and, ~~Commercial~~to ~~Commitments~~a lesser extent, greater deployment of wireless home gateways and the expansion of our network, mainly for new commercial passings, offset in part by lower spending on advanced video set-tops.

~~Other~~Net ~~than~~Cash ~~the~~Flows ~~items~~Used ~~noted below, there have been no material changes to our contractual obligations and commercial commitments as previously disclosed~~ in ~~our~~Financing ~~annual~~Activities ~~report on Form 10-K for the year ended December 31, 2015.~~

~~The~~Net ~~following~~cash ~~table~~flows ~~updates~~used ~~scheduled~~in ~~debt~~financing ~~maturities~~activities ~~and~~were ~~interest~~$75.6 ~~expense~~million ~~under~~for ~~our~~the ~~previously~~nine ~~disclosed~~months ~~contractual~~ended ~~obligations~~September ~~and~~30, ~~commercial~~2016, ~~commitments~~comprising ~~for~~$79.0 ~~the~~million ~~five~~of ~~years~~capital ~~subsequent~~ distributions to ~~December~~our 31parent, ~~2015~~MCC, and ~~thereafter~~$1.3 tomillion ~~per~~of ~~the~~other ~~items~~financing ~~noted~~activities, offset in ~~“Liquidity~~part ~~and~~by approximately $4.7 million of net borrowings under our bank credit facility.

21Net cash flows used in financing activities were $67.6 million for the nine months ended September 30, 2015, substantially comprising $56.5 million of net repayments under our bank credit facility and $10.8 million of capital distributions to our parent, MCC.

~~Capital~~21 ~~Resources – Capital Structure – 2016 Financing Activity” and Note 6 in our Notes to Consolidated Financial Statements (dollars in thousands):~~

	Scheduled Debt Maturities		Interest Expense(1)		Total
January 1, 2016 to December 31, 2016	$	13,675	$	53,952	$	67,627
January 1, 2017 to December 31, 2018		265,475		100,971		366,446
January 1, 2019 to December 31, 2020		272,850		69,576		342,426
Thereafter		693,250		29,603		722,853
Total cash obligations	$	1,245,250	$	254,102	$	1,499,352

~~(1)~~Capital ~~Interest~~Structure payments on floating rate debt and interest rate swaps are estimated using amounts outstanding as of December 31, 2015, adjusted to reflect the $75.0 million capital distribution to parent noted in “2016 Financing Activity,” and the average interest rates applicable under such debt obligations. Interest expense amounts are net of amounts capitalized.

~~Critical~~As ~~Accounting~~of ~~Policies~~September 30, 2016, our total indebtedness was $1.175 billion, of which approximately 55% was at fixed interest rates or had interest rate swaps that fixed the corresponding variable portion of debt. During the nine months ended September 30, 2016, we paid cash interest of $44.3 million, net of capitalized interest.

~~The~~2016 ~~preparation~~Financing ofActivity 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, 2015.

~~Goodwill~~On ~~and~~May 19, ~~Other~~2016, ~~Intangible~~we ~~Assets~~repaid the entire $82.9 million balance of Term Loan E under our bank credit facility, that was funded by borrowings of $82.9 million under our revolving credit commitments. On the same date, we made $75.0 million of capital distributions to our parent, MCC, which in turn, contributed such cash distributions to Mediacom Broadband LLC to fund, in part, the repayment of a certain term loan that was scheduled to mature in June 2017. Such distributions were funded with borrowings under our revolving credit commitments.

InBank ~~accordance~~Credit ~~with~~Facility the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) ASC No. 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 franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.

~~Because~~As weof ~~believe~~September ~~there~~30, ~~has~~2016, ~~not~~we ~~been~~maintained a ~~meaningful~~$1.097 ~~change~~billion inbank ~~the~~credit ~~long-term~~facility ~~fundamentals~~(the of“credit ~~our~~facility”), ~~business~~comprising ~~during~~approximately ~~the~~$734.5 ~~first~~million ~~six months~~ of term ~~2016,~~loans wewith ~~determined~~maturities ~~that~~ranging ~~there~~from ~~has~~March ~~been~~2018 noto ~~triggering~~November ~~event~~2021, ~~under~~and ~~ASC~~$362.5 million ~~350~~of ~~and,~~revolving ascredit ~~such~~commitments, nowhich ~~interim~~are ~~impairment~~scheduled ~~test~~to ~~was~~expire ~~required~~in ~~as of June~~February ~~30, 2016~~2019.

~~Inflation~~The credit facility is collateralized by our ownership interests in our operating subsidiaries, and ~~Changing~~is ~~Prices~~guaranteed by us on a limited recourse basis to the extent of such ownership interests. The credit agreement governing the credit facility (the “credit agreement”) requires our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through September 30, 2016, our operating subsidiaries were in compliance with all covenants under the credit agreement including, as of the same date, a total leverage ratio of 2.9 to 1.0 and an interest coverage ratio of 5.8 to 1.0. We do not believe that our operating subsidiaries will have any difficulty complying with any of the covenants under the credit agreement in the near future.

~~Our~~Interest ~~costs~~Rate ~~and~~Swaps 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~~We have entered into several interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable rate on a portion of our borrowings under the credit facility to reduce the potential volatility in our interest expense that may result from changes in market interest rates. As of September 30, 2016, we had interest rate swaps that fixed the variable portion of $400 3million of borrowings at a rate of 1.5%, ~~QUANTITATIVE~~all ~~AND~~of ~~QUALITATIVE~~which ~~DISCLOSURES~~are scheduled ~~ABOUT~~to ~~MARKET~~expire ~~RISK~~during December 2018.

~~There~~As ~~have~~of ~~been~~September no30, ~~significant~~2016, ~~changes~~the toweighted ~~the~~average ~~information~~interest ~~required~~rate ~~under~~on ~~this~~outstanding ~~Item~~borrowings ~~from~~under ~~what~~the ~~was~~credit facility, ~~disclosed~~including inthe ~~Item 7A~~effect of our ~~Annual~~interest ~~Report~~rate ~~on Form 10-K for the year ended December 31~~swaps, ~~2015~~was 3.3%.

~~ITEM 4.~~Senior ~~CONTROLS~~Notes ~~AND PROCEDURES~~

~~Mediacom~~As ~~LLC~~of September 30, 2016, we had $250 million of outstanding senior notes, all of which comprised our 7 1⁄4% senior notes due February 2022.

~~Under~~Our ~~the~~senior ~~supervision~~notes are unsecured obligations, and ~~with~~the indenture governing our senior notes (the ~~participation~~“indenture”) oflimits the ~~management~~incurrence of ~~Mediacom~~additional ~~LLC,~~indebtedness ~~including~~based ~~Mediacom~~upon ~~LLC’s~~a ~~Chief~~maximum ~~Executive~~debt ~~Officer~~to ~~and~~operating ~~Chief~~cash ~~Financial~~flow ~~Officer,~~ratio ~~Mediacom~~(as ~~LLC~~defined ~~evaluated~~in the ~~effectiveness~~indenture) of ~~Mediacom~~8.5 ~~LLC’s~~to ~~disclosure~~1.0. ~~controls~~For all ~~and~~periods ~~procedures~~through ~~(as~~September ~~defined~~30, 2016, we were in ~~Rules~~compliance ~~13a-15(e)~~with ~~and~~all ~~15d-15(e)~~covenants under the ~~Securities~~indenture ~~Exchange~~including, ~~Act~~as of ~~1934)~~the assame date, a debt to operating cash flow ratio of ~~the~~3.8 ~~end~~to 1.0. We do not believe that we will have any difficulty complying with any of the ~~period~~covenants under the indenture in the near future.

22Debt Ratings

~~covered~~MCC’s bycorporate ~~this~~credit ~~report.~~ratings ~~Based~~are ~~upon~~Ba3 ~~that~~by ~~evaluation, Mediacom LLC~~Moody’s ~~Chief~~and ~~Executive~~BB ~~Officer~~by Standard and ~~Chief~~Poor’s ~~Financial~~(“S&P”), ~~Officer~~and ~~concluded~~our ~~that~~senior ~~Mediacom~~unsecured ~~LLC’s~~ratings ~~disclosure~~are ~~controls~~B2 by Moody’s and ~~procedures~~B+ ~~were~~by ~~effective~~S&P, asall ofwith ~~June 30,~~a ~~2016~~stable outlook.

There ~~has~~can ~~not~~be ~~been~~no ~~any~~assurance ~~change~~that ~~in Mediacom LLC~~Moody’s ~~internal~~or ~~control~~S&P ~~over~~will ~~financial~~maintain ~~reporting~~their ~~(as~~ratings ~~defined~~on inMCC and ~~Rules~~us. ~~13a-15(f)~~A ~~and~~negative ~~15d-15(f)~~change ~~under~~to ~~the~~these ~~Exchange~~credit ~~Act)~~ratings ~~during~~could ~~the~~result ~~quarter~~in ~~ended~~higher ~~June 30,~~interest ~~2016~~rates ~~that~~on ~~has~~future ~~materially~~debt ~~affected~~issuance than we currently experience, or isadversely ~~reasonably~~impact ~~likely~~our ability to ~~materially~~raise ~~affect~~additional funds. There are no covenants, ~~Mediacom~~events ~~LLC’s~~of ~~internal~~default, borrowing ~~control~~conditions ~~over~~or ~~financial~~other ~~reporting~~terms in the credit agreement or indenture that are based on changes in our credit rating assigned by any rating agency.

~~Mediacom~~22 ~~Capital Corporation~~

UnderTable the supervision and with the participation of the management of Mediacom Capital Corporation (“Mediacom Capital”), including Mediacom Capital’s Chief Executive Officer and Chief Financial Officer, Mediacom Capital evaluated the effectiveness of Mediacom Capital’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 Capital’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Capital’s disclosure controls and procedures were effective as of June 30, 2016.Contents

~~There~~Contractual ~~has~~Obligations ~~not been any change in Mediacom Capital’s internal control over financial reporting (as defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~Commercial ~~under~~Commitments ~~the Exchange Act) during the quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, Mediacom Capital’s internal control over financial reporting.~~

~~PART~~Other IIthan scheduled debt maturities and interest expense, which were updated in our quarterly report on Form 10-Q for the three and six months ended June 30, 2016, 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, 2015.

~~ITEM 1.~~Critical ~~LEGAL~~Accounting ~~PROCEEDINGS~~Policies

~~See~~The ~~Note~~preparation 10of inour 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 ~~Notes~~estimates, including those related to ~~Consolidated~~doubtful ~~Financial~~accounts, ~~Statements~~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, refer to our annual report on Form 10-K for the year ended December 31, 2015.

~~ITEM 1A.~~Goodwill ~~RISK~~and ~~FACTORS~~Other Intangible Assets

~~There~~In ~~have~~accordance ~~been~~with nothe ~~material~~Financial ~~changes~~Accounting inStandards ~~our~~Board’s ~~risk~~Accounting ~~factors~~Standards ~~from~~Codification ~~those~~(“ASC”) ~~disclosed~~ASC inNo. ~~our~~350 ~~Annual~~Intangibles ~~Report~~— Goodwill onand ~~Form~~Other ~~10-K~~(“ASC ~~for~~350”), the ~~year~~amortization ~~ended~~of ~~December 31~~goodwill and indefinite-lived intangible assets is prohibited and requires such assets to be tested annually for impairment, ~~2015~~or more frequently if impairment indicators arise. We have determined that our franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.

23Because we believe there has not been a meaningful change in the long-term fundamentals of our business during the first nine months of 2016, we determined that there has been no triggering event under ASC 350 and, as such, no interim impairment test was required as of September 30, 2016.

~~ITEM 6.~~Inflation ~~EXHIBITS~~and Changing Prices

Exhibit Number		Exhibit Description
31.1		Rule 15d-14(a) Certifications of Mediacom LLC
31.2		Rule 15d-14(a) Certifications of Mediacom Capital Corporation
32.1		Section 1350 Certifications of Mediacom LLC
32.2		Section 1350 Certifications of Mediacom Capital Corporation
101		The following is financial information from Mediacom LLC’s and Mediacom Capital Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (iv) Notes to Consolidated Financial Statements

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.

2423

SIGNATURESTable of Contents

~~Pursuant~~ITEM to3. ~~the~~QUANTITATIVE ~~requirements~~AND ofQUALITATIVE ~~the~~DISCLOSURES ~~Securities~~ABOUT ~~Exchange~~MARKET ~~Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~RISK

	MEDIACOM LLC
August 5, 2016	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

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, 2015.

25ITEM 4. CONTROLS AND PROCEDURES

~~SIGNATURES~~Mediacom LLC

~~Pursuant~~Under tothe supervision and with the participation ~~requirements~~of the management of Mediacom LLC, including Mediacom LLC’s Chief Executive Officer and Chief Financial Officer, Mediacom LLC evaluated the effectiveness of Mediacom 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 ~~Registrant~~end ~~has~~of ~~duly~~the ~~caused~~period covered by this report. toBased beupon ~~signed~~that onevaluation, ~~its~~Mediacom ~~behalf~~LLC’s byChief ~~the~~Executive ~~undersigned,~~Officer ~~thereunto~~and ~~duly~~Chief ~~authorized~~Financial Officer concluded that Mediacom LLC’s disclosure controls and procedures were effective as of September 30, 2016.

	MEDIACOM CAPITAL CORPORATION
August 5, 2016	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

There has not been any change in Mediacom 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, 2016 that has materially affected, or is reasonably likely to materially affect, Mediacom LLC’s internal control over financial reporting.

26Mediacom Capital Corporation

~~EXHIBIT~~Under ~~INDEX~~the supervision and with the participation of the management of Mediacom Capital Corporation (“Mediacom Capital”), including Mediacom Capital’s Chief Executive Officer and Chief Financial Officer, Mediacom Capital evaluated the effectiveness of Mediacom Capital’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 Capital’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Capital’s disclosure controls and procedures were effective as of September 30, 2016.

Exhibit Number		Exhibit Description
31.1		Rule 15d-14(a) Certifications of Mediacom LLC
31.2		Rule 15d-14(a) Certifications of Mediacom Capital Corporation
32.1		Section 1350 Certifications of Mediacom LLC
32.2		Section 1350 Certifications of Mediacom Capital Corporation
101		The following is financial information from Mediacom LLC’s and Mediacom Capital Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at June 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (iv) Notes to Consolidated Financial Statements

There has not been any change in Mediacom Capital’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, 2016 that has materially affected, or is reasonably likely to materially affect, Mediacom Capital’s internal control over financial reporting.

27PART 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, 2015.

ITEM 6. EXHIBITS


Exhibit Number		Exhibit Description

31.1		Rule 15d-14(a) Certifications of Mediacom LLC

31.2		Rule 15d-14(a) Certifications of Mediacom Capital Corporation

32.1		Section 1350 Certifications of Mediacom LLC

32.2		Section 1350 Certifications of Mediacom Capital Corporation

101		The following is financial information from Mediacom LLC’s and Mediacom Capital Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015, (iv) Notes to Consolidated Financial Statements

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 LLC

November 4, 2016	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

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 CAPITAL CORPORATION

November 4, 2016	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Exhibit Description

31.1		Rule 15d-14(a) Certifications of Mediacom LLC

31.2		Rule 15d-14(a) Certifications of Mediacom Capital Corporation

32.1		Section 1350 Certifications of Mediacom LLC

32.2		Section 1350 Certifications of Mediacom Capital Corporation

101		The following is financial information from Mediacom LLC’s and Mediacom Capital Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015, (iv) Notes to Consolidated Financial Statements

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