BecauseTable we believe there has not been a meaningful change in the long-term fundamentals of our business during the first nine months of 2018, 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, 2018. Contents

OverTable the past several years, revenues from residential services have principally increased due to residential HSD customer growth. We expect to continue to grow residential revenues through HSD customer growth and greater revenue per customer relationship as more customers take faster HSD tiers and advanced video services, including DVR. Our business services revenues have grown at a faster rate than our residential revenues as we have rapidly grown our business customer relationships. Through “Project Open Road,” we are extending our network to new commercial locations that contain multiple potential businesses customers, in an effort to sustain or accelerate our rate of growth in business services revenues. Contents

ChangesTable inof Accounting Standards Contents

19Table of Contents

CapitalTable Expendituresof Contents

21Table of Contents

Phone Table of Contents

25Table of Contents

CapitalTable Structureof Contents

ContractualTable Obligationsof and Commercial Commitments Contents

TheTable preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Periodically, we evaluate our estimates, including those related to doubtful accounts, long-lived assets, capitalized costs and accruals. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from these estimates under different assumptions or conditions. We believe that the application of the critical accounting policies requires significant judgments and estimates on the part of management. For a summary of our critical accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2017. Contents

ThereTable 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, 2017. Contents

ThereTable hasof not been any change in Mediacom Broadband LLC’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband LLC’s internal control over financial reporting. Contents

28Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

Commission File Numbers: 333-72440

333-82124-02

Mediacom Broadband LLC

Mediacom Broadband Corporation*

(Exact names of Registrants as specified in their charters)


Delaware		06-1615412
Delaware		06-1630167
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Numbers)

1 Mediacom Way

Mediacom Park, NY 10918

(Address of principal executive offices)

(845) 443-2600

(Registrants’ telephone number)

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

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

Indicate by check mark whether the Registrants have submitted, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). ☒ Yes ☐ No

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

If emerging growth companies, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

—

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

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2018~~2019

TABLE OF CONTENTS

	Page
PART I
Item 1. Financial Statements		4
Consolidated Balance Sheets (unaudited) September 30, 2018 and December 31, 2017		4
Consolidated Balance Sheets (unaudited) March 31, 2019 and December 31, 2018		4
Consolidated Statements of Operations (unaudited) Three and Nine Months Ended September 30, 2018 and 2017		5
Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2019 and 2018		5
Consolidated Statements of Cash Flows (unaudited) Nine Months Ended September 30, 2018 and 2017		6
Consolidated Statements of Changes in Member’s Equity (unaudited) Three Months Ended March 31, 2019 and 2018		6
Notes to Consolidated Financial Statements (unaudited)		7
Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 2019 and 2018		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Notes to Consolidated Financial Statements (unaudited)		8
Item 3. Quantitative and Qualitative Disclosures about Market Risk		28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 4. Controls and Procedures		28
Item 3. Quantitative and Qualitative Disclosures about Market Risk		26
Item 4. Controls and Procedures		26
PART II
Item 1. Legal Proceedings		3028
Item 1A. Risk Factors		3028
Item 6. Exhibits		3129
Signatures		33

This Quarterly Report on Form 10-Q is for the ~~nine~~three months ended ~~September~~March 3031, ~~2018.~~ 2019. 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~~ 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 Broadband LLC is a Delaware limited liability company and a wholly-owned subsidiary of Mediacom Communications Corporation, a Delaware corporation. Mediacom Broadband Corporation is a Delaware corporation and a wholly-owned subsidiary of Mediacom Broadband LLC. Mediacom Broadband Corporation was formed for the sole purpose of acting as co-issuer with Mediacom Broadband LLC of debt securities and does not conduct operations of its own.

References in this Quarterly Report to “we,” “us,” or “our” are to Mediacom Broadband LLC and its direct and indirect subsidiaries (including Mediacom Broadband Corporation), unless the context specifies or requires otherwise. References in this Quarterly Report to “Mediacom” or “MCC” are to Mediacom Communications Corporation.

Cautionary Statement Regarding Forward-Looking Statements

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

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

• increased levels of competition from direct broadcast satellite operators, local phone companies, other cable providers, wireless communications companies, providers of ~~over-the-top (“OTT”)~~ video delivered over the Internet, including ~~existing~~ competitors using over-the-top (“OTT”) delivery and existing licensed content providers, and other services that compete for our customers;

•

lower demand for our services from existing and potential residential and business customers that may result from increased competition, weakened economic conditions or other factors;

• ~~our ability to contain the~~ continued increases in video programming costs, orand toour ~~raise~~ability ~~video rates~~ to fully offset, ~~in whole or in part,~~ the effects of ~~such~~these ~~costs,~~higher ~~including retransmission consent fees~~costs;

•

an acceleration in bandwidth consumption by high-speed data customers greater than current expectations, that could require unplanned capital expenditures;

•

our ability to continue to grow our business services customer base and associated revenues;

• our ability to realize the anticipated benefits from the major initiatives under MCC’s plan for approximately $1 billion in total capital expenditures during the three years ending December 2018, as further described in this Annual Report;

•

our ability to successfully adopt new technologies and introduce new products and services, or enhance existing ones, to meet customer demands and preferences;

•

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

•

disruptions or failures of our network and information systems, including those caused by “cyber-attacks,” natural disasters or other events outside our control;

•

our reliance on certain intellectual property rights, and not infringing on the intellectual property rights of others;

• our ability to generate sufficient cash flows from operations to meet our debt service obligations and make necessary capital investments;

•

our ability to comply with all covenants in our indenture and credit facility, the failure to comply with some of which could result in an acceleration of our indebtedness;

•

our ability to refinance future debt maturities on favorable terms, if at all;

•

changes in assumptions underlying our critical accounting policies;

•

changes in legislative and regulatory matters that may cause us to incur additional costs and expenses or increase the level of competition we face; and

• other risks and uncertainties discussed in our Annual Report for the year ended December 31, ~~2017~~2018 and other reports or documents that we file from time to time with the SEC.

Statements included in our 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 our Quarterly Report, whether as a result of new information, future events or otherwise, except as required by applicable federal securities laws.

PART I

ITEM 1.

FINANCIAL STATEMENTS

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	September 30,2018		December 31,2017
	March 31,		December 31,
	2019		2018
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	12133,~~303~~886	$	1229,~~606~~964
Accounts receivable, net of allowance for doubtful accounts of $3,603 and $3,364		42,205		71,994
Accounts receivable, net of allowance for doubtful accounts of $3,281 and $3,554		34,994		40,252
Prepaid expenses and other current assets		2725,~~845~~982		2224,~~881~~347
Total current assets		82194,~~353~~862		~~107~~94,~~481~~563
Property, plant and equipment, net of accumulated depreciation of $1,725,601 and $1,663,609		842,383		825,348
Property, plant and equipment, net of accumulated depreciation of $1,757,456 and $1,730,750		850,989		850,638
Franchise rights		1,176,908		1,176,908
Right-of-use operating lease assets		25,256		—
Goodwill		195,945		195,945
Franchise rights		1,176,364		1,176,364
Other assets, net of accumulated amortization of $5,514 and $4,788		15,799		11,001
Goodwill		195,855		195,855
Total assets	$	2,313,388	$	2,316,683
Other assets, net of accumulated amortization of $5,999 and $5,761		14,202		14,312
Total assets	$	2,457,528	$	2,331,732
LIABILITIES, PREFERRED MEMBERS’ INTEREST AND MEMBER’S EQUITY
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	~~141~~149,~~119~~815	$	~~147~~146,~~739~~080
Accounts payable—affiliates		19,735		22,154
Accounts payable - affiliates		10,345		20,104
Deferred revenue—current		22,967		41,382
Deferred revenue - current		22,179		22,345
Current portion of long—term debt		20,500		20,500
Current portion of long-term debt		170,500		20,500
Total current liabilities		~~204~~352,~~321~~839		~~231~~209,~~775~~029
Long-term debt, net (less current portion)		1,~~226~~036,~~097~~251		1,~~537~~190,~~080~~557
Deferred revenue-non-current		8,254		—
Deferred revenue - non-current		8,188		8,237
Total liabilities		1,438,672		1,768,855
Right-of-use operating lease liabilities - non-current		20,547		—
Total liabilities		1,417,825		1,407,823
Commitments and contingencies (Note 10)
PREFERRED MEMBERS’ INTEREST (Note 7)		150,000		150,000
	.
MEMBER’S EQUITY
Capital contributions (distributions)		100,525		(98,268	)
Capital contributions		160,535		99,358
Retained earnings		~~624~~729,~~191~~168		~~496~~674,~~096~~551
Total member’s equity		~~724~~889,~~716~~703		~~397~~773,~~828~~909
Total liabilities, preferred members’ interest and member’s equity	$	2,~~313~~457,~~388~~528	$	2,~~316~~331,~~683~~732

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	Three Months Ended
	2018			2017			2018			2017
	March 31,
Revenues	$	276,394		$	265,037		$	820,827		$	792,450
	2019			2018
Costs and expenses:
Revenues	$	279,254		$	269,681
Service costs (exclusive of depreciation and amortization)		115,781			110,885			344,090			330,877
Costs and expenses:
Selling, general and administrative expenses		51,768			50,256			148,578			146,394
Service costs (exclusive of depreciation and amortization)		115,399			113,042
Management fee expense		6,325			5,650			17,675			16,315
Selling, general and administrative expenses		47,512			47,708
Depreciation and amortization		36,933			37,896			110,848			112,493
Management fee expense		6,600			6,000
Operating income		65,587			60,350			199,636			186,371
Depreciation and amortization		36,205			37,436
Interest expense, net		(13,039	)		(17,121	)		(43,509	)		(52,919	)
Operating income		73,538			65,495
(Loss) gain on derivatives, net		(1,526	)		550			(875	)		1,459
Interest expense, net		(14,117	)		(17,133	)
Loss on early extinguishment of debt (Note 6)		—			—			(12,216	)		(1,966	)
Gain on derivatives, net		—			1,467
Other income (expense), net		371			(262	)		(211	)		(976	)
Other expense, net		(304	)		(321	)
Net income	$	5159,~~393~~117		$	4349,~~517~~508		$	~~142,825~~		$	~~131,969~~
Dividend to preferred members (Note 7)		(4,500	)		(4,500	)		~~(13,500~~	)		~~(13,500~~	)
Net income applicable to member	$	4654,~~893~~617		$	3945,~~017~~008		$	~~129,325~~		$	~~118,469~~

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN MEMBER’S EQUITY

(Dollars in thousands)

(Unaudited)

	Nine Months EndedSeptember 30,
	Capital(Distributions)Contributions			RetainedEarnings			TotalMember’sEquity
	2018			2017
Balance, December 31, 2017	$	(98,268	)	$	496,096		$	397,828
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		—			49,508			49,508
Net income	$	142,825		$	131,969
Dividend payments to related party on preferred members’ interest		—			(4,500	)		(4,500	)
Adjustments to reconcile net income to net cash flows provided by operating activities:
Capital contributions from parent		158,000			—			158,000
Depreciation and amortization		110,848			112,493
Capital distributions to parent		(500	)		—			(500	)
Gain on derivatives, net		875			(1,459	)
Revenue recognition adoption (Note 12)		—			(1,231	)		(1,231	)
Loss on early extinguishment of debt		2,651			1,966
Other		34			—			34
Amortization of deferred financing costs		3,227			2,837
Balance, March 31, 2018	$	59,266		$	539,873		$	599,139
Debt extinguishment costs		9,565			—
Balance, December 31, 2018	$	99,358		$	674,551		$	773,909
Changes in assets and liabilities:
Net income		—			59,117			59,117
Accounts receivable, net		(3,059	)		(1,480	)
Dividend payments to related party on preferred members’ interest		—			(4,500	)		(4,500	)
Prepaid expenses and other assets		3,744			(10,760	)
Capital contributions from parent		110,950			—			110,950
Accounts payable, accrued expenses and other current liabilities		(7,483	)		125
Capital distributions to parent		(49,800	)		—			(49,800	)
Accounts payable—affiliates		(2,419	)		8,035
Other		27			—			27
Deferred revenue—current		132			1,547
Balance, March 31, 2019	$	160,535		$	729,168		$	889,703
Deferred revenue—non-current		292			—
Other non-current liabilities		—			(43	)
Net cash flows provided by operating activities	$	261,198		$	245,230
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	$	(128,571	)	$	(141,254	)
Change in accrued property, plant and equipment		2,582			2,019
Proceeds from sale of assets		898			424
Net cash flows used in investing activities	$	(125,091	)	$	(138,811	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings of bank debt	$	427,125		$	437,538
Repayment of bank debt		(443,375	)		(593,538	)
Redemption of senior notes		(300,000	)		—
Dividend payments on preferred members’ interest (Note 7)		(13,500	)		(13,500	)
Capital contributions from parent (Note 8)		208,000			60,000
Capital distributions to parent (Note 8)		(9,300	)		(5,750	)
Debt extinguishment costs		(9,565	)		—
Other financing activities		4,205			5,286
Net cash flows used in financing activities	$	(136,410	)	$	(109,964	)
Net change in cash		(303	)		(3,545	)
CASH, beginning of period		12,606			14,208
CASH, end of period	$	12,303		$	10,663
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	43,312		$	45,804
Non-cash items:
Accounts receivable/deferred revenue—reclassification	$	32,848			—
Prepaid expenses and other current assets—reclassification	$	7,371			—
Deferred revenue—current/non-current—reclassification	$	7,962			—
Accounts payable/deferred revenue current—reclassification	$	6,507			—

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	59,117		$	49,508
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		36,205			37,436
Deferred compensation		204			—
Gain on derivatives, net		—			(1,467	)
Amortization of deferred financing costs		1,030			1,167
Changes in assets and liabilities:
Accounts receivable, net		5,258			6,887
Prepaid expenses and other assets		(230	)		223
Accounts payable, accrued expenses and other current liabilities		(1,062	)		7,903
Accounts payable - affiliates		(9,759	)		(18,770	)
Deferred revenue - current		(166	)		(654	)
Deferred revenue - non-current		(49	)		(49	)
Other non-current liabilities		(685	)		—

Net cash flows provided by operating activities	$	89,863		$	82,184

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	$	(36,554	)	$	(44,889	)
Change in accrued property, plant and equipment		187			1,018
Proceeds from sale of assets		65			743

Net cash flows used in investing activities	$	(36,302	)	$	(43,128	)

CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings of bank debt	$	—		$	31,000
Repayment of bank debt		(5,125	)		(68,250	)
Dividend payments on preferred members’ interest (Note 7)		(4,500	)		(4,500	)
Capital contributions from parent (Note 8)		110,950			158,000
Capital distributions to parent (Note 8)		(49,800	)		(500	)
Other financing activities		(1,164	)		3,558

Net cash flows provided by financing activities	$	50,361		$	119,308

Net change in cash		103,922			158,364
CASH, beginning of period		29,964			12,606

CASH, end of period	$	133,886		$	170,970

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Basis of Preparation of Unaudited Consolidated Financial Statements

Mediacom Broadband LLC (“Mediacom Broadband,” and collectively with its subsidiaries, “we,” “our” or “us”) is a Delaware 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 LLC, a New York limited liability company wholly-owned by MCC. As limited liability companies, we and Mediacom 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.

Our principal operating subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. Our operating subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make funds available to us. We rely on our parent, MCC, for various services such as corporate and administrative support. Our financial position, results of operations and cash flows could differ from those that would have resulted had we operated autonomously or as an entity independent of MCC. See Notes 8 and 9.

We have prepared these unaudited consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, such statements include all adjustments, consisting of normal recurring accruals and adjustments, necessary for a fair statement of our consolidated results of operations, financial position, and cash flows 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, ~~2017~~2018. 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, ~~2018~~2019.

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

Reclassifications

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

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Adopted January 1, ~~2018~~2019

In ~~May~~February ~~2014~~2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~(“ASU”)~~ No. ~~2014~~2016-0902, Leases (“ASU ~~2014~~2016-0902”), –which ~~Revenue~~requires ~~from~~lessees ~~Contracts~~to ~~with~~recognize ~~Customers.~~leases ~~The~~on-balance ~~new~~sheet ~~guidance~~and disclose ~~has~~key ~~impacted~~information ~~the~~about ~~timing~~leasing ofarrangements. ~~the~~The ~~recognition~~objective of ~~installation~~ ~~revenue~~ASU 2016-02 is asto ~~well~~address asthe ~~installation~~concerns ~~costs~~to ~~and~~increase ~~commission expenses. Under~~ the ~~new~~transparency ~~guidance,~~around ~~these~~lease ~~amounts~~obligations. ~~have~~To ~~been~~address ~~recognized~~these ~~as revenue and expenses over a period of time instead of immediately~~concerns, previously asunrecorded off-balance sheet ~~was~~obligations ~~being~~will ~~done~~now ~~under~~be ~~prior~~brought ~~practice.~~more ~~We adopted~~prominently ~~ASU~~to ~~2014-09~~light asby ofpresenting ~~January 1,~~lease ~~2018,~~liabilities ~~using~~on the ~~modified~~face ~~retrospective method~~ of ~~adoption,~~the ~~with~~balance ~~cumulative-effect adjustments consisting of: a decrease of $32~~sheet.~~8 million~~ toAccompanied ~~accounts~~by ~~receivable, an~~enhanced ~~increase to prepaid expenses~~ qualitative and ~~other~~quantitative ~~current~~disclosures ~~assets~~in ofthe ~~$7.2 million,~~notes anto ~~increase~~the infinancial ~~other assets of $7.3 million~~statements, afinancial ~~decrease~~statement ofusers ~~accounts~~will ~~payable,~~be ~~accrued~~able ~~expenses~~to ~~and~~more ~~other~~accurately ~~current~~compare ~~liabilities~~information offrom ~~$6.5 million,~~one acompany ~~decrease~~ to ~~deferred~~ ~~revenue–current of $18~~another.~~5 million,~~ anThe ~~increase~~new tostandard ~~deferred~~establishes ~~revenue~~a ~~– non~~right-~~current~~ of-use ~~$8.0 million~~(“ROU”) ~~and~~model that requires a ~~decrease~~lessee to ~~total~~recognize ~~shareholders’~~a ~~equity~~ROU ofasset ~~$1.3 million.~~and ~~Previously reported~~lease ~~amounts~~liability ~~were~~on ~~not~~the ~~restated~~balance assheet afor ~~result~~all ~~of this adoption method~~leases. ~~Operating~~Leases ~~results~~will ~~for~~be ~~the~~classified ~~nine~~as ~~months~~finance ~~ended~~or ~~September 30~~operating, ~~2018~~with classification ~~are~~affecting ~~not~~the ~~materially~~pattern ~~different~~and ~~than~~classification ~~results~~of ~~that~~expense ~~would~~recognition ~~have been reported under guidance~~ in ~~effect~~the ~~before application~~income ~~of ASU 2014-09~~statement. ~~See Note 12.~~

InWe ~~August~~adopted ~~2016,~~ the ~~FASB~~new ~~issued~~standard ~~ASU 2016-15~~on –its ~~Statement of Cash Flows – Clarification of Certain Cash Receipts and Cash Payments. (“ASU 2016-15”). Stakeholders indicated that~~effective ~~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~~date, 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 DecemberJanuary 151, ~~2017~~2019, ~~and interim periods within those fiscal years~~ using a modified retrospective transition ~~method.~~approach Wein ~~adopted~~which ~~ASU~~prior ~~2016-15~~periods aswere ~~of January 1, 2018. ASU 2016-15 did~~ not ~~have a material impact on our financial position, operations or cash flows upon adoption~~restated.

7ASU 2016-02 and related guidance had no impact on our statement of operations or cash flows at adoption.

Accounting Pronouncements with Future Adoption Dates

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The objective of ASU 2016-02 is to address the concerns to increase 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 of the balance sheet. 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. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

We expect to adopt the new standard on its effective date, January 1, 2019, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available.

While we are continuing to assess the effect of adoption, we currently believe the most significant changes relate to: the recognition of new ROU assets and lease liabilities on our balance sheet for office equipment, real estate, and other assets as determined; and to a much lesser extent, (i) the de-recognition of existing assets and liabilities for certain sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and we are leasing the constructed asset) that currently do not qualify for sale accounting; and (ii) the de-recognition of existing assets and liabilities for certain assets under construction in build-to-suit lease arrangements that we will lease when construction is complete. We do not expect a significant change in our leasing activity between now and the time of adoption. We expect to elect many of the standard’s available practical expedients on adoption. Consequently, at adoption, we expect to:

• Recognize additional operating liabilities with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

• To a lesser extent, de-recognize existing debt obligations and existing fixed assets for sale-leaseback transactions that currently do not qualify for sale accounting (where applicable). Any gains or losses associated with this change in accounting will be recognized through opening retained earnings on adoption, and we will recognize new ROU assets and lease liabilities on our balance sheet for the associated leases.

• Also, to a lesser extent, de-recognize existing build-to-suit assets and liabilities at the later of the beginning of the earliest comparative period presented in the financial statements and the date that the lessee is determined to be the accounting owner of the asset in accordance with current lease guidance (where applicable). Any difference should be recorded as an adjustment to equity at that date.

We continue to assess all of the potential impacts that the adoption of ASU 2016-02 will have on our consolidated financial statements, including the determination of the assets within the scope of the guidance, the implementation of new accounting systems and the development of new accounting policies, procedures and internal controls associated with the adoption of the standard.

In January 2017, the FASB issued ASU 2017-04 – Intangibles – Goodwill and Other – (“ASU 2017-04”). ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We do not expect ASU 2017-04 will have a material impact on our financial position, operations or cash flows upon adoption.

In January 2018, the FASB issued ASU 2018-01 – Leases—Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”). The amendments in ASU 2018-01 permit an entity to elect an optional transition practical expedient to not evaluate under Accounting Standards Codification No. 842 – Leases (“ASC 842”) all land easements that exist or expired before the entity’s adoption of ASC 842 and that were not previously accounted for as leases under current GAAP. Once an entity adopts ASC 842, it should be applied prospectively to all new (or modified) land easements to determine whether the arrangement should be accounted for as a lease. An entity that does not elect this practical expedient should evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in ASC 842 to assess whether they meet the definition of a lease. The amendments in ASU 2018-01 affect the amendments in ASU 2016-02, which are not yet effective. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in ASU 2016-02. We continue to assess ASU 2018-01 in conjunction with our adoption of ASU 2016-02, as noted above, but we expect to elect the practical expedient afforded by ASU 2018-01.

In July 2018, the FASB issued ASU 2018-11- Leases (Topic 842) – Targeted Improvements (“ASU 2018-11”). ASU 2018-11 provides specific financial reporting relief to the previously-issued ASU 2016-02 (above) and related guidance. ASU 2018-11 provides transition relief on comparative reporting at adoption which affects all entities with lease contracts that choose the additional transition method. In addition, ASU 2018-11 provides relief related to the requirements for separating components of a contract and benefits only lessors whose lease contracts qualify for the practical expedient. We believe that both items of relief in ASU 2018-11 will apply to the Company and we expect to avail ourselves of these relief provisions. The amendments in ASU 2018-11 are effective for public business entities as of January 1, 2019. We expect that ASU 2018-11 will provide efficiencies with the Company’s transition efforts at adoption.

~~In August 2018, the FASB issued ASU 2018-15—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”).~~ The ~~amendments~~most insignificant ~~ASU~~changes ~~2018-15 align~~relate ~~the~~to: ~~requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with~~ the ~~requirements~~recognition ~~for~~of ~~capitalizing~~new ~~implementation~~ROU ~~costs~~operating ~~incurred~~lease toassets ~~develop~~of or$26.3 ~~obtain~~million ~~internal-use software (~~and ~~hosting~~operating ~~arrangements~~lease ~~that~~liabilities ~~include an internal-use software license). The accounting for the service element~~ of ~~a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15~~$26.5 Wemillion ~~are~~on ~~still~~our ~~evaluating~~balance ~~the~~sheet ~~impact~~as of ~~ASU~~January ~~2018-15. The amendments in ASU 2018-15 are effective for us for fiscal years beginning after December 15~~1, 2019, ~~and~~for ~~interim~~office ~~periods within those fiscal years. Early adoption of the amendments is permitted~~equipment, ~~including~~real ~~adoption in any interim period~~estate, ~~for~~and ~~all~~other ~~entities.~~assets ~~ASU~~as ~~2018-15 can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption~~determined.

We elected all of the practical expedients afforded under ASU 2016-02 and related guidance, except for the practical expedient of “Hindsight” and lessee’s accounting of lease and non-lease components. The practical expedients we elected include: “the package” of practical expedients, land easements, lessors ability to combine lease and non-lease components and short-term leases. See Note 13.

Accounting Pronouncements with Future Adoption Dates

In June 2016, the FASB issued Accounting Standards Update 2016-13 – Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”). The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income including loans, debt securities, trade receivables, net investments in leases, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We have not determined the impact that ASU 2016-13 will have on our financial position, operations or cash flows.

In January 2017, the FASB issued ASU 2017-04 – Intangibles – Goodwill and Other – (“ASU 2017-04”). ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We do not expect that ASU 2017-04 will have a material impact on our financial position, operations or cash flows upon adoption.

In August 2018, the FASB issued ASU 2018-15 — Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. We are still evaluating the impact of ASU 2018-15. The amendments in ASU 2018-15 are effective for us for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in any interim period, for all entities. ASU 2018-15 can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

3. FAIR VALUE

~~The~~Our ~~tables below set forth our~~ financial assets and liabilities are measured at fair value on a recurring basis using a market-based approach. Our financial assets and liabilities, all of which represent interest rate exchange agreements (which we refer to as “interest rate swaps”) , have been categorized according to the three-level fair value hierarchy established by Accounting Standards Codification (“ASC”) No. 820 — Fair Value Measurement, which prioritizes the inputs used in measuring fair value, as follows (dollars in thousands):

•

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

•

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

•

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

	Fair Value as of September 30, 2018
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	1,280	$	—	$	1,280
Liabilities
Interest rate exchange agreements	$	—	$	—	$	—	$	—
	Fair Value as of December 31, 2017
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	2,154	$	—	$	2,154
Liabilities
Interest rate exchange agreements	$	—	$	—	$	—	$	—

The fair value of our interest rate swaps represents the estimated amount that we would receive or pay to terminate such agreements, taking into account projected interest rates, based on quoted London Interbank Offered Rate (“LIBOR”) futures and the remaining time to maturity. While our interest rate swaps are subject to contractual terms that provide for the net settlement of transactions with counterparties, we do not offset assets and liabilities under these agreements for financial statement presentation purposes, and assets and liabilities are reported on a gross basis.

As of ~~September~~March 3031, ~~2018,~~2019 ~~we recorded a current asset of $1.3 million~~ and ~~no current liability, long-term asset or long-term liability. As of~~ December 31, ~~2017~~2018, we ~~recorded~~had ~~a current asset of $2.2 million and~~ no ~~current~~interest ~~liability,~~rate ~~long-term asset or long-term liability~~swaps.

As a result of the changes in the mark-to-market valuations on our interest rate swaps, we recorded a net ~~loss~~gain on derivatives of $1.5 ~~million and a net gain on derivatives $0.6~~ million for the three months ended ~~September~~March 3031, 2018 ~~and 2017, respectively, and a net loss on derivatives of $0~~.~~9 million~~ ~~and a net gain on derivatives of $1.5 million for the nine months ended September 30, 2018 and 2017, respectively.~~

4. PROPERTY, PLANT AND EQUIPMENT

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

	September 30,2018			December 31,2017
	March 31,			December 31,
Cable systems, equipment and customer devices	$	2,439,890		$	2,362,459
	2019			2018
Vehicles		47,872			46,696
Cable systems, equipment and customer devices	$	2,495,563		$	2,467,534
Buildings and leasehold improvements		38,187			37,810
Vehicles		48,626			49,784
Furniture, fixtures and office equipment		34,250			34,207
Buildings and leasehold improvements		38,413			38,366
Furniture, fixtures and office equipment		18,058			17,919
Land and land improvements		7,785			7,785
Property, plant and equipment, gross	$	2,~~567~~608,~~984~~445		$	2,~~488~~581,~~957~~388
Accumulated depreciation		(1,~~725~~757,~~601~~456	)		(1,~~663~~730,~~609~~750	)
Property, plant and equipment, net	$	~~842~~850,~~383~~989		$	~~825~~850,~~348~~638

5. ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	September 30,2018		December 31,2017
	March 31,		December 31,
Accrued programming costs	$	30,746	$	28,840
	2019		2018
Accounts payable - trade		26,588		39,415
Accrued programming costs	$	35,503	$	33,335
Accrued taxes and fees		17,716		16,221
Accounts payable - trade		29,632		32,237
Accrued payroll and benefits		15,049		13,102
Accrued taxes and fees		17,349		17,761
Accrued property, plant and equipment		9,357		6,775
Accrued payroll and benefits		15,048		15,412
Advance customer payments		8,332		13,817
Accrued property, plant and equipment		10,319		10,132
Accrued service costs		89,~~172~~264		65,~~171~~624
Bank overdrafts (1)		7,225		3,020
Advance customer payments		8,410		8,689
Accrued administrative costs		5,665		4,355
Bank overdrafts (1)		6,904		8,067
Accrued interest		5,287		7,422
Accrued administrative costs		5,903		5,568
Accrued marketing costs		4,834		3,528
Accrued interest		5,292		2,809
Accrued telecommunications costs		735		816
Accrued marketing costs		3,962		3,694
Other accrued expenses		1,413		4,257
Accrued telecommunications costs		971		1,036
Accounts payable, accrued expenses and other current liabilities	$	141,119	$	147,739
Other accrued expenses		1,258		1,716
Accounts payable, accrued expenses and other current liabilities	$	149,815	$	146,080

(1)

Bank overdrafts represent outstanding checks in excess of funds on deposit at our disbursement accounts. We transfer funds from our depository accounts to our disbursement accounts upon daily notification of checks presented for payment. Changes in bank overdrafts are reported in “other financing activities” in our Consolidated Statements of Cash Flows.

6. DEBT

Outstanding debt consisted of the following (dollars in thousands):

	September 30,2018		December 31,2017
	March 31,		December 31,
Bank credit facility	$	1,060,750	$	1,077,000
	2019		2018
Bank credit facility	$	1,019,250	$	1,024,375
51⁄2% senior notes due 2021		200,000		200,000
63⁄8% senior notes due 2023		—		300,000
Total debt	$	1,219,250	$	1,224,375
Total debt	$	1,260,750	$	1,577,000
Less: current portion		170,500		20,500
Less: current portion		20,500		20,500
Total long-term debt, gross (less current portion)	$	1,048,750	$	1,203,875
Total long-term debt, gross (less current portion)	$	1,240,250	$	1,556,500
Less: deferred financing costs, net		12,499		13,318
Less: deferred financing costs, net		14,153		19,420
Total long-term debt, net (less current portion)	$	1,036,251	$	1,190,557
Total long-term debt, net (less current portion)	$	1,226,097	$	1,537,080

~~2018~~2019 Financing Activity

On March 215, ~~2018~~2019, we called for the irrevocable redemption of ~~the entire~~ $~~300~~150.0 million principal amount outstanding of our ~~6 3/8~~5½% senior notes due ~~April~~March 2021 ~~2023~~ (the “~~6 3/8~~5½% Notes”).

On ~~March~~April 3015, ~~2018~~2019, we ~~received~~completed the redemption of $~~158~~150.0 million principal amount outstanding of ~~cash~~the ~~contributions~~51⁄2% ~~from our~~Notes. ~~parent,~~Upon ~~MCC,~~completion ~~which,~~of inthe ~~turn~~partial redemption, ~~had~~$50.0 million ~~received~~principal ~~such~~amount ~~contributions~~of ~~from~~the ~~Mediacom~~51⁄2% ~~LLC~~Notes onremained ~~the~~outstanding. ~~same~~See ~~date~~Note 14.

On April 2, 2018, we fully redeemed the 6 3/8% Notes at a redemption price of 103.188% for an aggregate redemption price of $309.6 million, which was funded with the $158.0 million cash contribution noted above, and $151.6 million of borrowings under our revolving credit commitments. As a result of the redemption of the 6 3/8% Notes, we recorded a loss on early extinguishment of debt of $12.2 million for the nine months ended September 30, 2018, which represented the $9.6 million redemption price paid above par and the write-off of $2.6 million of unamortized financing costs.

Bank Credit Facility

As of ~~September~~March 3031, ~~2018~~2019, we maintained a $1.~~405~~394 billion credit facility (the “credit facility”), comprising:

•

$375.0 million of revolving credit commitments, which expire on November 2, 2022;

• $~~237~~231.53 million of outstanding borrowings under Term Loan A-1, which mature on November 2, 2022;

• $~~792~~788.0 million of outstanding borrowings under Term Loan M, which mature on January 15, 2025;

As of ~~September~~March 3031, ~~2018~~2019, we had approximately $~~334~~365.06 million of unused revolving credit commitments, all of which were ~~available~~ available to be borrowed and used for general corporate purposes, after giving effect to ~~$31.3 million~~no of outstanding loans and $9.74 million of letters of credit issued thereunder to various parties as collateral.

The credit facility is collateralized by our ownership interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of ~~September~~March 3031, ~~2018~~2019, the credit 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 ~~September~~March 3031, ~~2018~~2019, our operating subsidiaries were in compliance with all covenants ~~under~~ under the credit agreement. As of the same date, the credit agreement allowed for the full or partial repayment of any outstanding debt under the credit facility at par value any time prior to maturity.

Interest Rate Swaps

We ~~have~~periodically ~~entered~~enter into ~~several~~ interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable ~~rate~~ 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. Our interest rate swaps have not been designated as hedges for accounting purposes, and have been accounted for on a mark-to-market basis as of, and for ~~each of~~ the three ~~and nine~~ months ended, ~~September~~March 3031, 2018 ~~and 2017~~. As of ~~September~~ March 3031, ~~2018~~2019, we had ~~interest~~no ~~rate~~current or ~~swaps~~forward-starting ~~that~~interest ~~fixed the variable portion of $600 million of borrowings at a~~ rate ~~of 1~~swaps.~~5%,~~ ~~all of which were scheduled to expire during December 2018.~~

AsSenior ofNotes ~~September 30, 2018, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.6%.~~

As of March 31, 2019, we had $200 million of outstanding senior notes, all of which comprised our 5¹⁄₂% Notes. On April 15, 2019, we completed the redemption of $150.0 million principal amount outstanding of the 5¹⁄₂% Notes. See Note 14.

Our senior notes are unsecured obligations, and the indenture governing the 5½% 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 March 31, 2019, we were in compliance with all covenants under the indenture. As of the same date, the indenture allowed for the full or partial repayment of any of our senior notes at par value at any time prior to maturity.

Senior Notes

As of September 30, 2018, we had $200 million of outstanding senior notes, all of which comprised our 5 1/2% senior notes due April 2021 (the “5 1/2% Notes”).

Our senior notes are unsecured obligations, and the indenture governing the 5 1/2% 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 September 30, 2018, we were in compliance with all covenants under the indenture. As of the same date, the indenture allowed for the full or partial repayment of any of our senior notes at any time prior to maturity, subject to certain prices and conditions specified in the indenture.

Debt Ratings

MCC’s corporate credit ratings are currently ~~Ba2~~Ba1 by Moody’s and BB+ by Standard and Poor’s (“S&P”), both with ~~positive~~ stable outlooks, and our senior unsecured ratings are currently B1Ba2 by Moody’s and B+BB- by S&P, both with ~~positive~~stable outlooks. There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indenture that are based on changes in our credit rating assigned by any rating agency.

Fair Value

The fair values of 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):

	September 30,2018		December 31,2017
	March 31,		December 31,
51⁄2% senior notes due 2021	$	201,750	$	203,750
	2019		2018
63⁄8% senior notes due 2023		—		312,000
51⁄2% senior notes due 2021	$	200,750	$	200,500
Total senior notes	$	~~201~~200,750	$	~~515~~200,~~750~~500
Bank credit facility	$	1,~~061~~013,~~740~~340	$	1992,~~078,995~~775

7. PREFERRED MEMBERS’ INTEREST

In July 2001, we received a $150.0 million preferred membership investment (“PMI”) from the operating subsidiaries of Mediacom LLC, which has a 12% annual dividend, payable quarterly in cash. We may voluntarily repay the PMI any time at par, and the operating subsidiaries of Mediacom LLC have the option to call for the redemption of the PMI upon the repayment of all of our outstanding senior notes. We paid $4.5 million in cash dividends on the PMI during ~~each of~~ the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017, and $13.5 million in cash dividends on the PMI during each of the nine months ended September 30,~~ 2018 ~~and 2017~~.

8. MEMBER’S EQUITY

As a wholly-owned subsidiary of MCC, our business affairs, including our financing decisions, are directed by MCC. See Note 9.

Capital contributions tofrom parent and capital distributions ~~from~~to parent are reported on a gross basis in the Consolidated Statements of Cash Flows. We received capital contributions from parent in cash of $~~208~~111.0 million and $60158.0 million during the ~~nine~~three months ended ~~September~~ March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. We made capital distributions to parent in cash of $949.38 million and $50.85 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017~~2018, respectively. See Note 6.

9. RELATED PARTY TRANSACTIONS

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.

As compensation for the performance of its services, subject to certain restrictions, MCC is entitled under each management agreement to receive management fees in an amount not to exceed 4.0% of the annual gross operating revenues of our operating subsidiaries. MCC is also entitled to the reimbursement of all expenses necessarily incurred in its capacity as manager. MCC charged us management fees of $6.36 million and $56.70 million for the three months ended ~~September~~March 3031, ~~2018~~2019 and ~~2017, respectively, and $17.7 million and $16.3 million for the nine months ended September 30,~~ 2018 ~~and 2017~~, respectively.

Mediacom LLC is a preferred equity investor in us. See Note 7.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

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

11. GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with the FASB’s 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 goodwill and franchise rights are indefinite-lived assets and therefore not amortizable.

We12 last evaluated the factors surrounding our Mediacom Broadband reporting unit as of October 1, 2017 and did not believe that it was “more likely than not” that a goodwill impairment existed at that time. As such, we did not perform Step 2 of the goodwill impairment test. We last evaluated our other intangible assets as of October 1, 2017 and did not believe that it was “more likely than not” that an impairment existed at that time.

We last evaluated the factors surrounding our Mediacom Broadband reporting unit as of October 1, 2018 and did not believe that it was “more likely than not” that a goodwill impairment existed at that time. As such, we did not perform Step 2 of the goodwill impairment test. We last evaluated our other intangible assets as of October 1, 2018 and did not believe that it was “more likely than not” that an impairment existed at that time.

Because we believe there has not been a meaningful change in the long-term fundamentals of our business during the first three months of 2019, 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 March 31, 2019.

12. REVENUE RECOGNITION

We adopted the new accounting guidance for revenue recognition (i.e. ASU 2014-09) as of January 1, 2018. ~~See Note 2.~~

We disaggregate revenue from contracts with customers by type of services. We have determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors in our one reporting segment.

Nature of Services

Our primary revenue stream is subscription-based and consists of video service, high-speed data service and phone service. These services have base-level offerings and can be upgraded to premium level services. Residential customers can cancel their services at any time with no penalty. Small-to-medium business customers and large enterprise-class customers (collectively, “business customers”) are generally subject to fixed-term contracts with penalties imposed for early cancellation. We recognize revenue as services are provided on a monthly basis in an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Billing for all services (regardless of customer type) typically occurs in advance of services being delivered and paid by customers on a monthly basis.

We also generate revenue from installation services and customer premise equipment rental associated with our subscription-based services. After installation occurs, equipment is rented to the customer over the service period to allow the customer to use the various subscription services noted above. Fees for installation services are viewed as advance payments for future services and are recognized over the period of benefit which is estimated to be the life of the customer relationship (approximately three years for residential customers and 1-10 years for all other customers). Customer premise equipment rentals are not separate performance obligations as they are considered to be highly interdependent on the underlying video, high-speed data and/or telephone service. Revenue for equipment rental is recognized when control of the underlying services is transferred to our customers over time.

One of our other revenue streams is advertising sales. These revenues represent the insertion of commercials into various video and/or Internet platforms for an advertising customer. The performance obligation for these contracts is satisfied as the commercials are displayed. There are no agent relationships included in our delivery of our advertising services. Our obligation for returns and/or refunds is deemed insignificant. Revenue is recognized at a point in time as commercials are displayed by us and viewed by the public.

A significant portion of our revenue streams are derived from customers who may cancel their subscriptions at any time without penalty. As such, the amount of revenue related to unsatisfied, remaining performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base. Revenue from customers with a contract containing a specified contract term and non-cancelable service period will be recognized over the term of such contracts, which is generally 1-10 years.

Franchise fees imposed by local governmental authorities are collected on a monthly basis from our customers and are periodically remitted to the local governmental authorities. Because franchise fees are our obligation, we present them on a gross basis within revenues with a corresponding operating expense. Franchise fees reported on a gross basis amounted to $5.3 million for each of the three months ended March 31, 2019 and 2018.

Franchise fees imposed by local governmental authorities are collected on a monthly basis from our customers and are periodically remitted to the local governmental authorities. Because franchise fees are our obligation, we present them on a gross basis within revenues with a corresponding operating expense. Franchise fees reported on a gross basis amounted to $5.4 million and $5.5 million for the three months ended September 30, 2018 and 2017, respectively, and $16.2 million and $16.6 million for the nine months ended September 30, 2018 and 2017, respectively.

Significant Judgments

We often provide multiple services to a customer such as: subscription services, premium video and HSD upgrades, installation services and equipment rental. These services are highly integrated within our video, HSD and phone service offerings. Judgment is required to determine whether the delivery of customer premise equipment, installation services, and additional premium services are considered distinct and should be accounted for separately from subscription services. Alternatively, the determination that these offerings are not distinct would cause these offerings to be accounted for on a combined basis within our subscription services.

Allocation of the transaction price to the distinct performance obligations in bundled service subscriptions requires judgment. The transaction price for bundled residential services is often discounted. This results in a combined, bundled price that is less than the sum of each of the individual standalone selling prices for each service. We allocate discounts for bundled residential services among each of the services to which the discount relates based on the relative standalone selling prices of those services. Standalone selling prices for our residential services are directly observable.

We believe that non-refundable upfront installation fees charged to customers result in a material right to renew the contract. As such, these upfront fees are not required to be paid upon subsequent renewals. These fees are deferred and recognized over the period of benefit which is estimated to be the life of the customer relationship (approximately three years for residential customers and 1-10 years for all other customers). Estimation of the deferral period requires consideration of both quantitative and qualitative factors.

Our revenues by type of service are as follows (dollars in thousands):

Type of service	Three Months EndedSeptember 30, 2018		Nine Months EndedSeptember 30, 2018
	Three Months Ended
Video	$	104,679	$	320,163
	March 31,
Data		102,834		300,358
Type of service	2019		2018
Phone		15,540		45,960
HSD	$	109,436	$	97,501
Business		41,951		123,786
Video		103,195		107,672
Advertising		11,390		30,560
Phone		15,918		15,149
Total revenues	$	276,394	$	820,827
Business services		42,350		40,153
Advertising		8,355		9,206
Total revenues	$	279,254	$	269,681

Virtually all of our revenue streams, including subscription services and equipment rental, are recognized over time. We recognize revenue at a point in time for services such as pay-per-view, video on demand, advertising and miscellaneous fees.

~~Contract~~13. ~~Balances~~LEASES

We ~~perform~~maintain ~~our~~leases ~~obligations under contracts with customers by transferring services in exchange~~ for ~~receiving~~real ~~consideration from our customers. The timing of our performance often differs from the timing of the customer’s payment~~estate, ~~which results in the recognition of a~~office ~~contract~~buildings, ~~asset~~fiber orand aoffice ~~contract liability~~equipment. WeOur ~~recognize~~leases ~~a contract asset when we~~ have ~~the~~remaining ~~right~~terms toranging ~~consideration~~from ~~for~~1 ~~services~~– ~~transferred~~20 ~~to a customer. Contract assets are classified as accounts receivable in our Consolidated Balance Sheets~~years, ~~where~~some ~~our right~~of towhich ~~consideration~~include isoptions ~~unconditional. We recognize a contract liability for amounts paid by the customer, where we have a right~~ to ~~receive~~extend ~~consideration before~~ the ~~transfer of services to the customer~~leases. Customers are generally billed in advance for most services we provide, resulting in a contract liability until such services are transferred to the customer. Contract liabilities are recorded as deferred revenue (current and non-current) in our Consolidated Balance Sheet.

We determine if an arrangement is a lease at inception. ROU assets on our Consolidated Balance Sheet represent our right to use an underlying asset for the operating lease term and lease liabilities on our Consolidated Balance Sheet represent our obligation to make lease payments arising from the operating lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Since the implicit rate of our leases is not easily determinable, we use our incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Management uses LIBOR and risk-adjusts that rate to approximate a collateralized rate for us, which will be updated on a quarterly basis for measurement of ~~revenue~~new ~~recognized~~lease ~~during~~liabilities. We apply the ~~three~~incremental borrowing rate on a portfolio basis to all asset classes. The operating lease ROU asset also includes any lease payments made and ~~nine~~is ~~months~~adjusted ~~ended~~for ~~September 30~~lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We account for variable lease payments, ~~2018~~such as those amounts that ~~was~~are ~~included~~impacted by the consumer price index, as a separate component from lease expense in the ~~opening~~ ~~contract~~subsequent ~~liability~~period ~~balance~~in which ~~was~~it $1applies.~~8 million~~ We account for lease and ~~$20.6 million,~~non-lease ~~respectively~~components within an operating lease arrangement as separate components.

The components of lease expense were as follows (amounts in thousands):


	Three Months Ended
	March 31, 2019
Operating lease costs	$	1,533
Short-term lease costs		985
Variable lease costs		178

Total lease expense	$	2,696

Sub-lease income was not material.

~~The~~Supplemental ~~difference~~cash inflow ~~the~~information ~~opening~~related ~~and~~to ~~closing~~leases ~~balances~~were ofas ~~our~~follows ~~receivables~~(amounts ~~and~~in ~~contract~~thousands): ~~liability primarily result from the timing difference between our performance and the customer’s payment.~~

There was no impairment of receivables during the nine months ended September 30, 2018.


	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,909

Right-of-use operating lease assets obtained in exchange for operating lease obligations (non-cash)	$	26,499

Weighted Average Remaining Lease Term:
Operating leases		6.5 years

Weighted Average Discount Rate:
Operating leases		4.6	%

~~Contract~~Our ~~Costs~~future minimum annual rental payments of our operating leases as of March 31, 2019 are listed as follows (amounts in thousands):

We capitalize amounts paid to obtain and fulfill a contract with a customer (e.g. sales commissions and installation activities on new contracts). We incur sales commissions in our effort to obtain customer contracts. These commissions are paid as an incentive to our employees, who are performing in a sales function, which is directly related to the contract obtained. Additionally, we incur costs to fulfill a contract through installation activities performed by its technicians. These costs include allocations of the amounts incurred for all activities associated with the installation services which are performed at a customer’s premises, such as technician’s wages and benefits, fuel costs, and vehicle maintenance.




Nine months ended December 31, 2019	$	4,454
2020		5,488
2021		5,282
2022		4,261
2023		2,617
Thereafter		7,570

Total lease payments	$	29,672
Imputed interest		4,429

Total operating lease liabilities	$	25,243

AsUnder ofvarious ~~September 30,~~lease ~~2018,~~and ~~the~~rental ~~balance~~agreements ~~recognized~~for ~~from~~offices, ~~the~~warehouses ~~costs incurred~~and tocomputer ~~obtain~~terminals, orwe ~~fulfill~~had arental ~~contract~~expense ~~with a customer was~~ of $144.60 million, offor ~~which~~the ~~approximately~~year ~~$7.1~~ended December ~~million~~31, ~~was~~2018. ~~short-term~~Future ~~(recorded~~minimum inannual ~~prepaid~~rental ~~and~~payments ~~other~~of ~~current~~our ~~assets)~~operating ~~and~~leases ~~$7.5~~as of December ~~million~~31, ~~was~~2018 ~~long-term~~were as follows (~~recorded~~dollars in ~~other assets, net~~thousands).:

We amortize the contract assets recognized from the costs to obtain or fulfill a contract with a customer on a systematic basis, consistent with the pattern of transfer to which the services relate. For residential customers, there is no stated contract term but, in practice, is treated as a day-to-day contract that renews over time. For these residential contracts, the contract period including renewals is estimated to be our average churn rate or turnover rate, which is approximately three years. For business customers, the amortization period is the initial contract term which ranges from 1 – 10 years. The amount of amortization that we recognized in service costs for installation activities for the three and nine months ended September 30, 2018 was $0.4 million and $1.4 million, respectively. The amount of amortization that we recognized in selling, general and administrative expenses for sales commissions for the three and nine months ended September 30, 2018 was $1.6 million and $5.0 million, respectively.


For the year ended
December 31,	Amount
2019	$	2,289
2020		1,831
2021		1,683
2022		1,454
2023		985
Thereafter		2,398

Total lease payments	$	10,640

~~Supplemental~~14. ~~Disclosures~~SUPPLEMENTAL ofCASH ~~Cash~~FLOW ~~Flow~~INFORMATION ~~Information~~

Our customers are typically billed in advance for the services we provide on a monthly basis. Historically, we have recorded such amounts in both accounts receivable and deferred revenue at the time of billing. With our adoption of the new revenue recognition guidance as of January 1, 2018, we record billed amounts when we have established an unconditional right to receive payment from our customers for services to be delivered or delivered to date under the customer’s contract. Since we adopted this new guidance using the modified retrospective method, and for more information about accounts receivable, deferred revenue and other affected accounts, please refer to the non-cash items noted in the Supplemental Disclosures of Cash Flow Information section in our Consolidated Statement of Cash Flows for the nine months ended September 30, 2018. Previously reported amounts were not restated as a result of this adoption method.


	Three Months Ended March 31,
	2019		2018
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	10,839	$	8,726

Non-cash items:
Accounts receivable/deferred revenue - adjustment	$	—	$	32,848
Prepaid expenses and other current assets/deferred revenue - adjustment	$	—	$	15,756
Prepaid expenses and other current assets - reclassification	$	—	$	7,371
Deferred revenue - current/non-current - reclassification	$	—	$	7,962
Accounts payable/deferred revenue current - reclassification	$	—	$	6,507

1315. ~~SALE~~SUBSEQUENT OFEVENTS ~~ASSETS~~

~~Tower~~On April 15, ~~Asset~~2019, ~~Sale~~we redeemed $150.0 million of principal amount outstanding of the 51⁄2% Notes at a redemption price of 100.0% for each $1,000 principal amount redeemed or approximately $150.0 million. Such redemption was funded with $117.9 million of available cash and $32.1 million of borrowings under our revolving credit facility. Upon completion of the partial redemption, $50.0 million principal amount of the 51⁄2% Notes remained outstanding. See Note 6.

On November 15, 2017, MCC entered into an asset purchase agreement (the “APA”) to sell substantially all of its operating subsidiaries’ tower assets (the “tower assets”) to CTI Towers (“CTI”), subject to closing conditions and requirements per the APA. Such tower assets were non-strategic to MCC’s cable operations. MCC will receive equity in CTI, representing a minority position, in exchange for MCC’s tower assets.

On December 21, 2017, March 15, 2018 and September 25, 2018, we contributed certain tower assets to MCC which, in turn, sold such tower assets to CTI, pursuant to the terms and conditions of the APA. The contributed tower assets had a net book value of approximately $0.1 million at the time of transfer. In conjunction, with the sale, we reduced our asset retirement obligation (liability) by approximately $1.4 million.

These transactions substantially completed the tower asset sale pursuant to the terms and conditions of the APA.

14ITEM 2. ~~SUBSEQUENT~~MANAGEMENT’S ~~EVENTS~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OnThe ~~October 10,~~following ~~2018,~~discussion ~~Hurricane~~should ~~Michael~~be ~~made~~read ~~landfall~~ in ~~the~~conjunction ~~Panhandle~~with ~~region~~our ofunaudited ~~Florida.~~consolidated ~~Hurricane~~financial ~~Michael~~statements ~~caused~~as ~~property~~of, ~~damage~~and tofor ~~our~~the ~~cable plant, as~~three ~~well~~months asended toMarch 31, ~~our~~2019 ~~customers’ homes~~ and ~~businesses~~2018, inand ~~Georgia.~~with Weour ~~are~~Annual ~~currently~~Report ~~assessing~~on ~~the~~Form ~~full~~10-K ~~impact~~for ~~of this storm. We have not yet determined~~ the ~~impact~~year toended ~~our financial position~~December 31, ~~operations or cash flows~~2018.

Overview

Mediacom Communications Corporation

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, or video customers. MCC is the leading gigabit broadband provider to smaller markets primarily in the Midwest and Southeast. Through its fiber-rich network, MCC provides high-speed data (“HSD”), video, and phone services to households and businesses across 22 states. Through Mediacom Business, MCC delivers scalable broadband solutions to commercial and public sector customers of all sizes, and sells advertising and production services under the OnMedia brand.

MCC’s cable systems are owned and operated through our operating subsidiaries and those of Mediacom LLC, another wholly-owned subsidiary of MCC. As of March 31, 2019, MCC’s cable systems passed an estimated 2.9 million homes and served approximately 1,288,000 HSD customers, 764,000 video customers and 617,000 phone customers, aggregating 2,669,000 primary service units (“PSUs”). As of the same date, we had 1,367,000 residential and business customer relationships.

The following discussion of financial condition and results of operations relates only to Mediacom Broadband LLC and not to the consolidated financial condition and results of operations of MCC.

Mediacom Broadband LLC

As of March 31, 2019, we served approximately 713,000 HSD customers, 422,000 video customers and 342,000 phone customers, aggregating 1,477,000 PSUs. As of the same date, we served 759,000 residential and business customer relationships.

We offer HSD, video and phone services individually and in bundled packages to residential and small- to medium-sized business (“SMB”) customers over our hybrid fiber and coaxial cable (“HFC”) network, and provide fiber-based network and transport services to medium- and large-sized businesses, governments and educational institutions. We also sell advertising to local, regional and national advertisers on video and digital platforms. Our services are typically offered on a subscription basis, with installation fees, monthly rates and related charges that vary according to the equipment and features customers choose. We generally offer discounted packages for new customers and those who take multiple services, and market bundled packages under the Xtream brand that includes HSD with a wireless gateway, video with digital video recorder (“DVR”) service and set-tops with the TiVo guide, and phone service.

Over the past several years, revenues from residential services have increased mainly due to residential HSD customer growth. We expect to continue to grow such revenues through HSD customer growth and increased revenue per customer relationship as more customers take faster HSD tiers and advanced video services, including DVR. Our business services revenues have grown at a faster rate than our residential revenues as we have rapidly grown our business customer relationships. Through significant capital investments, we continue to extend our network to new commercial locations that contain multiple businesses representing potential customers, in an effort to sustain or accelerate our rate of growth in business services revenues.

Our residential HSD service competes primarily with digital subscriber line (“DSL”) services offered by local phone companies and wireless services offered by cellular phone companies. We have continued to grow our HSD customer base at a meaningful rate over the last several years. We believe our HSD service offers greater capacity and reliability than DSL and wireless offerings in our service areas, and our minimum downstream speed of up to 60 megabits per second (“Mbps”) is faster than the highest speed offered by substantially all our competitors. As consumers’ bandwidth consumption has dramatically risen in recent years, we have dedicated increasing levels of capital expenditures to allow for faster speeds and greater consumption. We recently completed the transition of our network to DOCSIS 3.1 technology and offer 1 gigabit (“Gbps”) downstream HSD service throughout substantially all of our footprint. We offer modems that function as a phone adapter and wireless gateway, ensuring performance of multiple personal devices used at the same time, and our WiFi360 service provides additional access points and extends the range of the wireless network in the customer’s home. We also offer home security and automation services to residential HSD customers. We expect to continue to grow HSD revenues as we increase our customer base and our HSD customers choose higher speed tiers.

Our residential video service principally competes with direct broadcast satellite (“DBS”) providers that offer video programming substantially similar to ours and a variety of over-the-top (“OTT”) video services. Over the past several years, we have experienced

~~ITEM~~ meaningful 2video customer losses, largely to DBS competitors, which has contributed to video revenue declines. ~~MANAGEMENT’S~~The ~~DISCUSSION~~introduction ~~AND~~of ~~ANALYSIS~~more OFOTT ~~FINANCIAL~~video ~~CONDITION~~services ~~AND~~and ~~RESULTS~~offerings OFhave ~~OPERATIONS~~represented an increasing source of additional competition for our video service. We have placed a greater emphasis on higher quality residential customer relationships, and we have generally eliminated or reduced tactical discounts for video customers that do not purchase two or more services. To appeal to such higher-quality consumers, we have deployed a next-generation Internet Protocol (“IP”) set-top that offers a cloud-based, graphically-rich TiVo guide with access and integrated search functionality to certain OTT video services, including Netflix, Hulu, and YouTube, along with a multi-room DVR service and the ability to download certain content to personal devices. We also offer a lower-cost IP set-top that offers the TiVo guide and OTT video services, but without the required equipment for DVR service. Our voice-controlled remote allows our customers to use voice commands to change channels, search for shows and discover content through recommendations. If we cannot offset video customer losses through higher average unit pricing and greater penetration of our advanced video services, we may continue to experience declines in annual video revenues.

~~The~~Our ~~following~~residential ~~discussion~~phone ~~should~~service bemainly ~~read~~competes inwith ~~conjunction~~substantially ~~with~~comparable ~~our~~phone ~~unaudited~~services ~~consolidated~~offered ~~financial~~by ~~statements~~local asphone ~~of,~~companies and ~~for~~cellular ~~the~~phone ~~three~~services ~~and~~offered ~~nine~~by ~~months~~national ~~ended~~wireless ~~September 30,~~providers. ~~2018~~We ~~and~~believe ~~2017,~~we ~~and~~will ~~with~~continue to grow residential phone customers, but our ~~Annual~~ability ~~Report~~to onincrease ~~Form~~phone ~~10-K~~revenues ~~for~~at ~~the~~a ~~year~~similar ~~ended~~rate ~~December 31,~~as ~~2017~~customer growth will likely be muted due to unit pricing pressure.

~~Overview~~Our business services primarily compete for SMB customers with local phone companies, many of which have had a historical advantage given long-term relationships with such customers, a broader footprint that allows them to more effectively serve multiple locations, and existing networks built in certain commercial areas that we do not currently serve. Our enterprise-level services, including cell tower backhaul, also face competition from these local phone companies along with other carriers, including metro and regional fiber-based carriers. In recent years, we have aggressively marketed our business services and have increasingly made capital investments to expand our network into additional commercial areas. We believe these tactics have allowed us to gain market share, resulting in sustained business services revenue growth over the past several years, which we believe will continue.

~~Mediacom~~We ~~Communications~~sell advertising and production services to local, regional and national customers under the OnMedia brand. Our advertising revenues are ~~Corporation~~determined, in part, by the number of video customers served and are impacted by overall advertising competition in our markets, including local broadcast stations, national cable and broadcast networks, radio, newspapers, magazines, outdoor display and Internet companies. In recent years, our advertising revenues have trended lower as competition elevated, substantially a result of digital marketing capturing a greater share of overall advertising spending, along with a declining video customer base. While these secular declines have been periodically offset by increased levels of political advertising during national elections and other significant political events, we believe annual advertising revenues will likely continue to decline.

WeVideo ~~are~~programming has been our single largest expense and, on a ~~wholly~~per-~~owned~~video ~~subsidiary~~customer ofbasis, ~~Mediacom~~has continually ~~Communications~~increased ~~Corporation~~at ~~(“MCC”)~~a higher rate than our ability to offset such increases with rate increases to our customers, particularly due to sports programming and retransmission consent fees. Media industry consolidation has resulted in the ~~nation’s~~formation of ~~fifth~~large ~~largest~~media conglomerates and large independent broadcast groups, who own or control a family of popular cable ~~company~~ ~~based~~networks onand ~~the~~a significant number of ~~customers~~local ~~who~~broadcast ~~purchase~~stations ~~one~~across orthe ~~more~~country ~~video~~and, ~~services~~in some cases, own, control or ~~video~~otherwise represent ~~customers.~~multiple ~~MCC~~stations ~~offers~~in athe ~~wide~~same ~~array~~market. Many of ~~information,~~those ~~communications~~powerful ~~and~~owners ~~entertainment~~of ~~services~~programming require us to ~~households~~purchase their networks and ~~businesses,~~stations ~~including~~in ~~video~~bundles and effectively dictate how we offer them to our customers, ~~high-speed~~which ~~data~~has materially diminished ~~(“HSD”),~~our ~~phone,~~ability ~~and~~to ~~home~~selectively ~~security~~negotiate ~~and~~for ~~automation.~~the ~~Through~~carriage ~~Mediacom~~or ~~Business,~~tier ~~MCC~~placement ~~provides~~of ~~scalable~~individual ~~broadband~~networks ~~communications~~or ~~solutions~~stations and to ~~commercial~~slow the rate of growth of our programming costs and ~~public~~the ~~sector~~video rates our customers ofultimately ~~all~~pay. ~~sizes~~Our inability to fully recover the programming cost increases has adversely impacted, and ~~sells~~continues ~~advertising~~to ~~and~~adversely ~~production~~impact, ~~services under~~our ~~the~~video ~~OnMedia~~service ~~brand~~margins and related cash flows.

~~MCC’s cable systems are owned and operated through our operating subsidiaries and those of Mediacom LLC, another~~2019 ~~wholly-owned~~Developments subsidiary of MCC. As of September 30, 2018, MCC’s cable systems passed an estimated 2.9 million homes and served approximately 793,000 video customers, 1,260,000 HSD customers and 609,000 phone customers, aggregating 2.7 million primary service units (“PSUs”).

~~The~~2019 ~~following~~Financing ~~discussion~~Activity ~~of financial condition and results of operations relates only to Mediacom Broadband LLC and not to the consolidated financial condition and results of operations of MCC.~~

~~Mediacom~~On ~~Broadband~~March 15, ~~LLC~~2019, we called for the redemption of $150.0 million principal amount outstanding of our 5½% senior notes due March 2021 (the “5½% Notes”). On April 15, 2019, we completed the redemption of $150.0 million principal amount outstanding of the 5½% Notes. Upon completion of the partial redemption, $50.0 million principal amount of the 5½% Notes remained outstanding.

AsSee of“Liquidity ~~September 30,~~and ~~2018,~~Capital weResources ~~served~~— ~~approximately~~Capital ~~437,000~~Structure ~~video~~— ~~customers,~~2019 ~~694,000~~Financing ~~HSD~~Activity” ~~customers~~ and ~~336,000 phone customers, aggregating~~ ~~1.5 million~~Notes ~~PSUs.~~6 Asand of14 ~~the~~in ~~same~~our ~~date,~~Notes weto ~~served~~Consolidated ~~756,000~~Financial ~~residential and business customer relationships~~Statements.

We17 offer video, HSD and phone services individually and in bundled packages to residential and small- to medium-sized business (“SMB”) customers over our hybrid fiber and coaxial cable (“HFC”) network, and provide fiber-based network and transport services to medium- and large-sized businesses, governments and educational institutions. We also sell advertising to local, regional and national advertisers on video and digital platforms. We also offer home security and automation services to residential customers. Our services are typically offered on a subscription basis, and installation fees, monthly rates and related charges vary according to the services, equipment and features customers choose. We offer discounted packages for new customers and those who take multiple services, and primarily market bundled packages under the Xtream brand that include video with digital video recorder (“DVR”) service and set-tops with the TiVo guide, HSD with a wireless gateway, and phone service. We believe the simplified pricing and value proposition of our Xtream bundles has driven higher levels of sales activity.

~~Our~~Revenues residential video service principally competes with direct broadcast satellite (“DBS”) providers that offer video programming substantially similar to ours, and a variety of over-the-top (“OTT”) video services. Over the past several years, we have experienced meaningful video customer losses, largely to DBS competitors, and we expect video customer losses to continue. OTT video services have increasingly represented additional competition for our video service, and several OTT services have recently been introduced that offer video programming similar to our video service. We have placed a greater emphasis on higher quality residential customer relationships, and have generally eliminated or reduced tactical discounts for video customers that do not purchase multiple services. To enhance the appeal of our video service, we have deployed a next-generation Internet Protocol (“IP”) set-top that offers a cloud-based, graphically-rich TiVo guide with access and integrated search functionality to certain OTT video services, including Netflix, Hulu, and YouTube, along with a multi-room DVR service and the ability to download certain content to personal devices. We recently introduced a lower-cost IP set-top that offers the TiVo guide and integrated OTT video services, but without the required equipment for DVR service. In 2018, we introduced a voice-controlled remote, which allows our customers to use voice commands to change channels, search for shows and discover content through recommendations. We believe our video strategy has enabled us to reduce the rate of 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 services, we may experience future declines in annual video revenues.

17HSD

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

~~Our~~Video residential HSD service competes primarily with digital subscriber line (“DSL”) services offered by local phone companies and wireless services offered by cellular phone companies. We have continued to grow our HSD customer base at a meaningful rate over the last several years. We believe our HSD service offers greater capacity and reliability than DSL and wireless offerings in our service areas, and our minimum downstream speed of 60 megabits per second (“Mbps”) is faster than the highest speed offered by substantially all our competitors. As consumers’ bandwidth requirements have dramatically risen in recent years, we have dedicated increasing levels of capital expenditures to allow for faster speeds and greater levels of consumption. Through Project Gigabit, we completed the transition of our network to DOCSIS 3.1 technology and offer 1 Gbps downstream HSD service throughout substantially all of our footprint. We offer wireless gateways that combine a modem with a wireless router and phone adapter, ensuring performance of multiple personal devices used at the same time. Recently, we launched WiFi360, which provides additional access points and extends the range of the wireless network in the customer’s home. We expect to continue to grow HSD revenues as we further take market share and our HSD customers choose higher speed tiers.

~~Our~~Video ~~residential~~revenues ~~phone~~primarily represent ~~service~~monthly ~~mainly~~subscription ~~competes~~fees ~~with~~charged ~~substantially~~to ~~comparable~~residential ~~phone~~customers, ~~services offered~~which byvary ~~local~~according ~~phone~~to ~~companies~~the ~~and~~level ~~cellular~~of ~~phone~~service ~~services~~and ~~offered~~the bytype ~~national~~and ~~wireless~~amount ~~providers~~of equipment taken. WeVideo ~~believe~~revenues wealso ~~will~~include ~~continue~~the tosale ~~grow~~of ~~residential~~VOD ~~phone~~content ~~customers~~and pay-per-view events, ~~but~~installation, ~~may~~reconnection ~~experience~~and ~~modest~~wire ~~declines~~maintenance infees, ~~phone~~franchise ~~revenues~~and ~~due~~late topayment ~~unit~~fees, ~~pricing~~and ~~pressure~~other ancillary revenues.

~~Our~~Phone business services primarily compete for SMB customers with local phone companies, many of which have had a historical advantage given long-term relationships with such customers, a nation-wide footprint that allows them to more effectively serve multiple locations, and existing networks built in certain commercial areas that we do not currently serve. Our cell tower backhaul and enterprise-level services face competition from these local phone companies along with other carriers, including metro and regional fiber-based carriers. In recent years, we have aggressively marketed our business services and have expanded our network into additional commercial areas through Project Open Road. We believe these tactics have allowed us to gain meaningful market share and led to strong growth rates of business services revenues in the past several years, which we believe will continue.

WePhone ~~sell advertising and production services to local, regional and national customers under our OnMedia brand. These~~ revenues ~~are~~primarily ~~determined,~~represent inmonthly ~~part,~~subscription ~~by the number of video customers served~~ and ~~are~~equipment ~~impacted~~fees bycharged overall advertising competition in our markets, including local broadcast stations, national cable and broadcast networks, radio, newspapers, magazines, outdoor display and Internet companies. Competition has, and likely will, continue to ~~elevate~~residential ascustomers ~~new~~for ~~formats of advertising are introduced into~~ our ~~markets.~~phone In recent years, we have generally experienced lower advertising revenues due to digital marketing taking a greater share of advertising spend in our markets and an overall reduction of our video customer baseservice. ~~These secular declines have been periodically offset by increased levels of political advertising during national elections and other significant political events.~~

~~Historically,~~Business ~~video programming has been our single largest expense, and we have experienced substantial increases in programming costs~~Services 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. Over the past several years, such growth in programming expenses have not been offset by customer rate increases and as such, we expect our video gross margins will continue to decline.

~~2018~~Business ~~Developments~~services revenues primarily represent monthly fees charged to SMBs for HSD, video 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.

~~2018~~Advertising ~~Financing Activity~~

OnAdvertising ~~March 2,~~revenues primarily ~~2018,~~represent werevenues ~~called~~received ~~for~~from ~~the~~selling ~~redemption~~advertising oftime ~~the~~we ~~entire~~receive ~~$300.0 million~~under ~~principal~~programming ~~amount~~license ~~outstanding~~agreements ofto ~~our~~local, ~~6 3/8%~~regional ~~senior~~and ~~notes~~national ~~due~~advertisers ~~April~~for ~~2023 (~~the ~~“6 3/8%~~placement ~~Notes”). On March 30, 2018, we received $158.0 million~~ of ~~cash~~commercials ~~contributions~~on ~~from~~channels ~~our~~offered ~~parent, MCC, which, in turn, received such contributions from Mediacom LLC~~ on ~~the same date. On April 2, 2018, such cash contributions, along with $151.6 million of borrowings under~~ our ~~revolving~~video ~~credit commitments, were used to fund the redemption of the 6 3/8% Notes~~services.

18Costs and Expenses

~~Table~~Service ~~of Contents~~Costs

~~See~~Service ~~“Liquidity~~costs consist of the costs related to providing and ~~Capital~~maintaining ~~Resources~~services —to ~~Capital~~our ~~Structure~~customers. —Significant ~~2018~~service ~~Financing~~costs comprise: video ~~Activity”~~programming; ~~and~~HSD ~~Note~~service, 6including inbandwidth connectivity; phone service, including leased circuits and long distance; our ~~Notes~~enterprise tonetworks ~~Consolidated~~business, ~~Financial~~including ~~Statements~~leased access; technical personnel who maintain the cable network, perform customer installation activities and provide technical support; network operations center; utilities, including pole rental; and field operations, including outside contractors, vehicle fuel and maintenance and leased fiber for regional connectivity.

~~Tower~~Video ~~Asset~~programming ~~Sale~~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 costs, will remain fairly consistent as a percentage of our revenues.

~~On March 15~~Selling, ~~2018,~~General weand ~~contributed~~Administrative ~~certain~~Expenses ~~tower assets to our parent, MCC, which, in turn, sold such tower assets to CTI.~~

OnSignificant ~~September 25~~selling, ~~2018,~~general weand ~~contributed~~administrative ~~certain~~expenses ~~tower~~comprise: ~~assets~~call tocenter, ~~our~~customer ~~parent~~service, ~~MCC~~marketing, ~~which~~business services, insupport ~~turn,~~and ~~sold~~administrative personnel; ~~such~~franchise ~~tower~~fees ~~assets~~and other taxes; bad debt; billing; marketing; advertising; and general office administration. These expenses generally rise due to ~~CTI~~customer growth and inflationary cost increases for personnel, outside vendors and other expenses. We anticipate that selling, general and administrative expenses will remain fairly consistent as a percentage of our revenues.

~~See~~Service ~~Note~~costs and 13selling, ingeneral ~~our~~and ~~Notes~~administrative toexpenses ~~Consolidated~~exclude ~~Financial~~depreciation ~~Statements~~and amortization, which we present separately.

~~Revenues~~18

AsManagement ofFee ~~January 1,~~Expense 2018, we have adopted certain accounting standards and related guidance (collectively, “revenue recognition”) that affects both the timing of revenue recognition (the “timing change”) and the allocation of revenues among video, HSD and phone within our multi-product offerings, in which we offer product bundles at discount (the “allocation change”). We adopted this accounting standard using a modified retrospective transition, and accordingly, the impact was reflected in our financial results only for the three and nine months ended September 30, 2018 and reported results for prior periods were not restated. The adoption of the new standard did not have a material impact on our results of operations for this period.

~~See~~Management ~~Notes~~fee 2expense ~~and~~reflects 12compensation inpaid to MCC for the performance of services it provides our ~~Notes~~operating tosubsidiaries ~~Consolidated~~in ~~Financial~~accordance ~~Statements~~with management agreements between MCC and our operating subsidiaries.

~~Video~~Capital Expenditures

~~Video~~Capital ~~revenues~~expenditures ~~primarily represent~~are ~~monthly~~categorized ~~subscription~~in ~~fees~~accordance ~~charged~~with tothe ~~residential~~National ~~customers,~~Cable ~~which~~and ~~vary~~Telecommunications ~~according~~Association to(“NCTA”) ~~the~~disclosure ~~level~~guidelines, ofwhich are ~~service~~intended ~~and~~to ~~the~~provide ~~type~~more ~~and~~consistency ~~amount~~in the reporting of ~~equipment~~capital ~~taken.~~expenditures ~~Video~~among ~~revenues~~peer ~~also~~companies ~~include~~in the ~~sale~~cable ofindustry. ~~VOD~~These ~~content~~disclosure ~~and~~guidelines ~~pay-per-view~~are ~~events,~~not ~~installation~~required under GAAP, ~~reconnection~~nor ~~and~~do ~~wire~~they ~~maintenance~~impact ~~fees,~~our ~~franchise~~accounting ~~and~~for ~~late~~capital ~~payment~~expenditures ~~fees,~~under GAAP. ~~and~~Our ~~other~~capital ~~ancillary~~expenditures ~~revenues.~~comprise:

~~HSD~~• 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;

~~HSD~~• ~~revenues~~Enterprise ~~primarily represent~~networks, ~~monthly~~which ~~subscription~~include ~~fees~~costs ~~charged~~associated towith ~~residential~~furnishing ~~customers,~~custom ~~which~~fiber ~~vary~~solutions ~~according~~for medium- to ~~the~~large-sized ~~level~~business ofcustomers, ~~service~~including ~~and~~for ~~type~~cell oftower ~~equipment taken.~~ backhaul;

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

~~Phone~~• ~~revenues~~Line ~~primarily represent~~extensions, ~~monthly~~which ~~subscription~~include ~~and~~costs ~~equipment~~associated ~~fees~~with ~~charged~~the toextension ~~residential~~of ~~customers~~our ~~for~~network ~~our~~into ~~phone~~new service. areas;

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

~~Business~~• ~~services~~Support ~~revenues primarily represent monthly fees charged to SMBs for video~~capital, ~~HSD and phone services,~~ which ~~vary~~include ~~according~~vehicles toand ~~the~~all ~~level of~~other ~~service~~capital ~~taken,~~purchases ~~and~~required ~~fees charged~~ to ~~large~~support ~~businesses,~~our ~~including~~customers ~~revenues from cell tower backhaul~~ and ~~enterprise~~general ~~class~~business ~~services~~operations.

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

~~Advertising~~“Adjusted ~~revenues primarily~~OIBDA” ~~represent~~is ~~revenues~~not ~~received~~a ~~from~~financial ~~selling~~measure ~~advertising~~calculated ~~time~~in weaccordance ~~receive~~with ~~under~~generally ~~programming~~accepted ~~license~~accounting ~~agreements~~principles to(“GAAP”) ~~local,~~in ~~regional~~the ~~and~~United States. ~~national~~We ~~advertisers~~define ~~for~~Adjusted ~~the~~OIBDA ~~placement~~as ofoperating ~~commercials~~income onbefore ~~channels~~depreciation ~~offered~~and onamortization ~~our~~and ~~video~~deferred ~~services~~compensation. Adjusted OIBDA has inherent limitations as discussed below.

~~Costs~~Adjusted OIBDA is one of the primary measures used by management to evaluate our performance and ~~Expenses~~to forecast future results. We believe Adjusted 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 Adjusted OIBDA, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business, and it excludes deferred compensation. Management uses a separate process to budget, measure and evaluate capital expenditures. Adjusted OIBDA may not be comparable to similarly titled measures used by other companies, which may have different depreciation and amortization policies. Adjusted OIBDA is a key component to our covenant calculations.

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

~~Service~~19 costs consist of the costs 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 technical support; network operations center; utilities, including pole rental; and field operations, including outside contractors, vehicle fuel and maintenance and leased fiber for regional connectivity.

~~Table~~Actual Results of ~~Contents~~Operations

~~Video~~Three ~~programming~~Months ~~costs,~~ended ~~which are generally paid on a per-video customer basis~~March 31, ~~have~~2019 ~~historically~~Compared ~~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~~Three toMonths ~~the~~ended 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 configurationMarch 31, ~~customers’~~2018 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,~~The ~~General~~table below sets forth our consolidated statements of operations and ~~Administrative~~Adjusted ~~Expenses~~OIBDA (dollars in thousands and percentage changes that are not meaningful are marked NM):

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


	Three Months Ended
	March 31,
	2019			2018			% Change
Revenues	$	279,254		$	269,681			3.5	%
Costs and expenses:
Service costs		115,399			113,042			2.1	%
Selling, general and administrative expenses		47,512			47,708			(0.4	%)
Management fee expense		6,600			6,000			10.0	%
Depreciation and amortization		36,205			37,436			(3.3	%)

Operating income		73,538			65,495			12.3	%
Interest expense, net		(14,117	)		(17,133	)		(17.6	%)
Gain on derviatives, net		—			1,467			NM
Other expense, net		(304	)		(321	)		NM

Net income	$	59,117		$	49,508			19.4	%

Adjusted OIBDA	$	109,947		$	102,931			6.8	%

~~Service~~The ~~costs~~table ~~and~~below ~~selling,~~represents ~~general~~a ~~and~~reconciliation ~~administrative~~of ~~expenses~~operating ~~exclude~~income ~~depreciation~~to ~~and~~Adjusted ~~amortization,~~OIBDA ~~which~~(dollars wein ~~present~~thousands): ~~separately.~~

Management Fee Expense


	Three Months Ended
	March 31,
	2019		2018		% Change
Operating income	$	73,538	$	65,495		12.3	%
Depreciation and amortization		36,205		37,436		(3.3	%)
Deferred compensation		204		—		NM

Adjusted OIBDA	$	109,947	$	102,931		6.8	%

~~Management fee~~20 ~~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 expenditures~~Revenues 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:

•The ~~Customer~~tables ~~premise~~below ~~equipment,~~set ~~which~~forth ~~include~~our ~~equipment~~revenues and ~~labor~~selected ~~costs~~customer ~~incurred in the purchase~~ and ~~installation~~average oftotal ~~equipment~~monthly ~~that~~revenue ~~resides~~statistics at(dollars ain ~~residential~~thousands, orexcept ~~commercial~~per ~~customer’s~~unit ~~premise;~~data):

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


	Three Months Ended
	March 31,
	2019		2018		% Change
HSD	$	109,436	$	97,501		12.2	%
Video		103,195		107,672		(4.2	%)
Phone		15,918		15,149		5.1	%
Business services		42,350		40,153		5.5	%
Advertising		8,355		9,206		(9.2	%)

Total revenues	$	279,254	$	269,681		3.5	%

Average total monthly revenue per customer relationship ⁽¹⁾	$	123.13	$	118.99		3.5	%

	March 31,
	2019		2018		% Change
HSD customers		713,000		679,000		5.0	%
Video customers		422,000		453,000		(6.8	%)
Phone customers		342,000		323,000		5.9	%

Primary service units (PSUs)		1,477,000		1,455,000		1.5	%

Customer relationships		759,000		756,000		0.4	%

•(1) ~~Scalable~~Represents ~~infrastructure,~~average ~~which~~total ~~include~~monthly ~~costs~~revenues ~~incurred~~for in the ~~purchase~~period ~~and~~divided ~~installation~~by ofaverage ~~equipment~~customer atrelationships ~~our~~for ~~facilities~~the ~~associated with network-wide distribution of services;~~period.

•Revenues ~~Line~~increased ~~extensions~~3.5% for the three months ended March 31, ~~which~~2019, ~~include~~primarily ~~costs~~due ~~associated~~to ~~with~~greater ~~the~~HSD ~~extension~~and, ofto ~~our~~a ~~network~~lesser ~~into~~extent, business ~~new~~services ~~service~~and ~~areas;~~phone revenues, offset in part by lower video and advertising revenues.

•We ~~Upgrade~~gained /6,000 ~~rebuild~~and 1,000 ~~which~~customer ~~include~~relationships ~~costs~~during tothe three ~~modify~~months orended ~~replace~~March 31, ~~existing~~2019 ~~components~~and of2018, ~~our~~respectively. ~~network;~~Average ~~and~~total monthly revenue per customer relationship was $123.13 for the three months ended March 31, 2019, representing an increase of 3.5%.

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

~~Use~~HSD revenues rose 12.2% for the three months ended March 31, 2019, mainly as a result of ~~Non-GAAP~~more ~~Financial~~customers ~~Measures~~paying higher rates for faster speed tiers and, to a lesser extent, a larger residential HSD customer base compared to the prior year period. We gained 14,000 and 11,000 HSD customers during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, we served 713,000 HSD customers, or 47.0% of estimated homes passed.

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

~~OIBDA~~Video isrevenues ~~one~~declined of4.2% for the ~~primary measures~~three ~~used~~months byended ~~management~~March 31, to2019, ~~evaluate~~principally ~~our~~due ~~performance~~to ~~and~~a tosmaller ~~forecast~~residential ~~future~~video ~~results.~~customer Webase ~~believe~~compared ~~OIBDA~~to isthe ~~useful~~prior ~~for~~year ~~investors~~period, ~~because~~offset itin ~~enables~~part ~~them~~by torate ~~assess~~adjustments ~~our~~associated ~~performance~~with inthe apass-through ~~manner~~of ~~similar~~higher toprogramming ~~the~~costs ~~methods~~for retransmission ~~used~~consent byfees ~~management~~and, ~~and~~to ~~provides~~ a ~~measure~~ ~~that~~lesser ~~can~~extent, bemore ~~used~~customers totaking ~~analyze~~ our ~~value~~advanced ~~and~~set-tops. ~~evaluate~~We ~~our~~lost ~~performance~~6,000 ~~compared~~and to2,000 ~~other~~video ~~companies~~customers induring the ~~cable~~three ~~industry.~~months Aended ~~limitation of OIBDA~~March 31, ~~however,~~2019 ~~is that it excludes depreciation~~ and ~~amortization~~2018, respectively. ~~which~~As ~~represents the periodic costs~~ of ~~certain~~ ~~capitalized~~March 31, ~~tangible~~2019, ~~and~~we ~~intangible~~served ~~assets~~422,000 ~~used~~video incustomers, ~~generating~~or ~~revenues in our business~~27.8% ~~Management~~of ~~uses~~estimated ahomes ~~separate process to budget~~passed, ~~measure~~ and ~~evaluate capital expenditures~~42.4% Inof ~~addition,~~our ~~OIBDA~~residential ~~may~~video ~~not~~customers betook ~~comparable~~our toDVR ~~similarly titled measures used by other companies~~service, which ~~may~~represents ~~have~~the ~~different~~largest ~~depreciation~~component ~~and~~of ~~amortization~~advanced ~~policies~~video services revenues.

20Phone

~~Table~~Phone revenues increased 5.1% for the three months ended March 31, 2019, primarily due to a larger residential phone customer base compared to the prior year period, offset in part by greater levels of ~~Contents~~discounting within the bundled packaging of our services. We gained 3,000 and 11,000 phone customers during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, we served 342,000 phone customers, or 22.5% of estimated homes passed.

~~OIBDA~~21 should not be regarded as an alternative to operating income or net income as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity, nor should it be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. We believe that operating income is the most directly comparable GAAP financial measure to OIBDA.

~~Table~~Business ofServices ~~Contents~~

~~Actual~~Business ~~Results~~services ofrevenues ~~Operations~~grew 5.5% for the three months ended March 31, 2019, primarily due to a larger SMB customer base compared to the prior year period, offset in part by lower revenues from our tower backhaul services.

~~Three~~Advertising ~~and Nine Months ended September 30, 2018 Compared to Three and Nine Months ended September 30, 2017~~

~~The~~Advertising ~~table~~revenues ~~below~~fell ~~sets~~9.2% ~~forth~~for ~~our~~the ~~consolidated~~three ~~statements~~months ended March 31, 2019, principally due to lower levels of ~~operations~~political advertising and, ~~OIBDA~~to ~~(dollars~~a inlesser extent, ~~thousands~~a ~~and~~smaller ~~percentage~~video ~~changes~~customer ~~that~~base ~~are~~compared ~~not~~to ~~meaningful~~the ~~are~~prior ~~marked NM):~~year period.

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
	2018			2017			% Change			2018			2017			% Change
Revenues	$	276,394		$	265,037			4.3	%	$	820,827		$	792,450			3.6	%
Costs and expenses:
Service costs		115,781			110,885			4.4	%		344,090			330,877			4.0	%
Selling, general and administrative expenses		51,768			50,256			3.0	%		148,578			146,394			1.5	%
Management fee expense		6,325			5,650			11.9	%		17,675			16,315			8.3	%
Depreciation and amortization		36,933			37,896			(2.5	%)		110,848			112,493			(1.5	%)
Operating income		65,587			60,350			8.7	%		199,636			186,371			7.1	%
Interest expense, net		(13,039	)		(17,121	)		(23.8	%)		(43,509	)		(52,919	)		(17.8	%)
(Loss) gain on derviatives, net		(1,526	)		550			NM			(875	)		1,459			NM
Loss on early extinguishment of debt (Note 6)		—			—			NM			(12,216	)		(1,966	)		NM
Other income (expense), net		371			(262	)		NM			(211	)		(976	)		NM
Net income	$	51,393		$	43,517			18.1	%	$	142,825		$	131,969			8.2	%
OIBDA	$	102,520		$	98,246			4.4	%	$	310,484		$	298,864			3.9	%

Costs and Expenses

~~The~~Service ~~table~~Costs ~~below represents a reconciliation of operating income to OIBDA (dollars in thousands):~~

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2018		2017		% Change			2018		2017		% Change
Operating income	$	65,587	$	60,350		8.7	%	$	199,636	$	186,371		7.1	%
Depreciation and amortization		36,933		37,896		(2.5	%)		110,848		112,493		(1.5	%)
OIBDA	$	102,520	$	98,246		4.4	%	$	310,484	$	298,864		3.9	%

Service costs increased 2.1% for the three months ended March 31, 2019, principally due to greater video programming and, to a lesser extent, employee costs. Programming costs were 2.3% higher, mainly due to contractual increases under agreements with certain local broadcast stations and cable networks, offset in part by a smaller video customer base compared to the prior year period. Employee costs grew 7.7%, primarily due to greater field employee benefits and compensation levels. Service costs as a percentage of revenues were 41.3% and 41.9% for the three months ended March 31, 2019 and 2018, respectively.

~~Revenues~~Selling, General and Administrative Expenses

~~The~~Selling, ~~tables~~general ~~below~~and ~~set~~administrative ~~forth~~expenses ~~our~~decreased 0.4% ~~revenues~~for the three months ended March 31, 2019, largely a result of lower marketing and ~~selected~~bad ~~customer~~debt expenses, mostly offset by greater advertising and ~~average~~billing ~~total~~expenses. ~~monthly~~Marketing ~~revenue~~expenses ~~statistics~~declined ~~(dollars~~4.2%, mainly due to lower spending on print, mail and television advertising, offset in ~~thousands~~part by greater spending on the marketing of our business services. Bad debt expense fell 10.4%, ~~except~~substantially ~~per~~due ~~unit~~to ~~data):~~lower write-offs associated with customer accounts. Advertising expense rose 13.7%, principally due to higher levels of marketing associated with our OnMedia group. Billing expenses increased 5.2%, primarily due to greater fees associated with customers’ bank and credit card payments. Selling, general and administrative expenses as a percentage of revenues were 17.0% and 17.7% for the three months ended March 31, 2019 and 2018, respectively.

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2018		2017		% Change			2018		2017		% Change
Video	$	104,679	$	109,793		(4.7	%)	$	320,163	$	332,619		(3.7	%)
HSD		102,834		92,012		11.8	%		300,358		272,790		10.1	%
Phone		15,540		15,050		3.3	%		45,960		44,364		3.6	%
Business services		41,951		38,476		9.0	%		123,786		113,124		9.4	%
Advertising		11,390		9,706		17.4	%		30,560		29,553		3.4	%
Total revenues	$	276,394	$	265,037		4.3	%	$	820,827	$	792,450		3.6	%
Average total monthly revenue per customer relationship (1)	$	121.79	$	117.17		3.9	%	$	120.72	$	116.78		3.4	%

Management Fee Expense

22Management fee expense grew 10.0% for the three months ended March 31, 2019, reflecting higher fees charged by MCC. Management fee expense as a percentage of revenues was 2.4% and 2.2% for the three months ended March 31, 2019 and 2018, respectively.

~~Table~~Depreciation ofand ~~Contents~~Amortization

	September 30,
	2018		2017		% Change
Video customers		437,000		455,000		(4.0	%)
HSD customers		694,000		659,000		5.3	%
Phone customers		336,000		300,000		12.0	%
Primary service units (PSUs)		1,467,000		1,414,000		3.7	%
Customer relationships		756,000		754,000		0.3	%

Depreciation and amortization was 3.3% lower for the three months ended March 31, 2019, mainly due to older investments in customer premise equipment and network assets becoming fully depreciated, offset in part by depreciation of investments in HSD bandwidth expansion and business customer support equipment software.

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

~~Revenues~~Operating ~~increased~~income rose 412.3% ~~and 3.6%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, ~~respectively,~~ primarily due to ~~greater~~ ~~HSD and, to a lesser extent, business services, phone and, for~~ the ~~three~~increase ~~months~~in ~~ended September 30, 2018, advertising~~ revenues, offset in part by ~~lower~~higher ~~video~~service ~~revenues.~~costs ~~Revenues were unfavorably impacted~~ and ~~substantially unaffected for the three and nine months ended September 30~~, ~~2018, respectively, by the timing change~~ to ~~revenue~~a ~~recognition~~lesser ~~as noted in “Revenues – Changes in Accounting Standards~~extent,” ~~and,~~management ~~excluding the impact of such change, revenues would have increased 4~~fees.5% ~~and 3.6% for the three and nine months ended September 30, 2018.~~

WeInterest ~~lost 1~~Expense,~~000~~ ~~and~~Net gained 1,000 customer relationships during the three and nine months ended September 30, 2018, respectively, compared to no net change in customer relationships for the three and nine months ended September 30, 2017, respectively. Average total monthly revenue per customer relationship was $121.97 and $120.72 for the three and nine months ended September 30, 2018, respectively, representing increases of 3.9% and 3.4% over the respective prior year periods.

~~Video~~Interest expense, net, fell 17.6% for the three months ended March 31, 2019, due to lower average outstanding indebtedness, offset in part by a higher average cost of debt.

~~Video~~Gain ~~revenues~~on ~~declined 4.7% and 3.7% for the three and nine months ended September 30~~Derivatives, ~~2018,~~Net respectively, mainly due to the timing and allocation changes to revenue recognition noted in “Revenues – Changes in Accounting Standards,” and, to a lesser extent, smaller residential video customer bases compared to the prior year periods, offset in part by rate adjustments associated with the pass-through of higher programming costs for retransmission consent fees, and more customers taking our advanced video services. Excluding the impact of the timing and allocation changes, video revenues would have decreased 1.6% and 1.4% for the three and nine months ended September 30, 2018, respectively. We lost 10,000 and 18,000 video customers during the three and nine months ended September 30, 2018, respectively, compared to losses of 4,000 and 8,000 video customers during the respective prior year periods. As of September 30, 2018, we served 437,000 video customers, or 28.8% of estimated homes passed, and 42.4% of our residential video customers took our DVR service, which represents the largest component of advanced video services revenues.

~~HSD~~As a result of the changes in the mark-to-market valuations on our interest rate exchange agreements, we recorded a net gain on derivatives of $1.5 million for the three months ended March 31, 2018. See Notes 3 and 6 in our Notes to Consolidated Financial Statements.

~~HSD~~22 revenues grew 11.8% and 10.1% for the three and nine months ended September 30, 2018, respectively, mainly as a result of more customers paying higher rates for faster speed tiers, larger residential HSD customer bases compared to the prior year periods, and the timing and allocation changes to revenue recognition. Excluding the impact of the timing and allocation changes, HSD revenues would have grown 9.6% and 7.9% for the three and nine months ended September 30, 2018, respectively. We gained 4,000 and 26,000 HSD customers during the three and nine months ended September 30, 2018, respectively, compared to increases of 4,000 and 16,000 HSD customers during the respective prior year periods. As of September 30, 2018, we served 694,000 HSD customers, or 45.8% of estimated homes passed and 72.6% of our residential HSD customers took our wireless home gateway service.

~~Phone~~Other ~~revenues increased 3.3% and 3.6% for the three and nine months ended September 30~~Expense, ~~2018,~~Net respectively, primarily due to the timing and allocation changes to revenue recognition and larger residential phone customer bases compared to the prior year periods, offset in part by greater levels of discounting within the bundled packaging of our services. Excluding the impact of the timing and allocation changes, phone revenues would have decreased 2.9% and increased 0.5% for the three and nine months ended September 30, 2018, respectively. We gained 4,000 and 24,000 phone customers during the three and nine months ended September 30, 2018, respectively, compared to increases of 12,000 and 36,000 phone customers during the respective prior year periods. As of September 30, 2018, we served 336,000 phone customers, or 22.2% of estimated homes passed.

~~Business~~Other ~~Services~~expense, net was $0.3 million for the three months ended March 31, 2019, substantially representing $0.4 million of revolving credit commitment fees, offset in part by $0.1 million of other income.

~~Business~~Other ~~services revenues~~expense, ~~grew~~net, ~~9.0%~~was ~~and 9~~$0.4%3 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018, respectively, principally due to larger SMB customer bases compared to the prior year periods and, to a much lesser extent for the nine months ended~~ ~~September 30,~~ 2018, ~~the~~substantially ~~timing~~representing ~~change~~revolving tocredit ~~revenue~~commitment ~~recognition~~fees. ~~Excluding the impact of the timing change, business services revenues would have grown 8.8% and 9.2% for the three and nine months ended September 30, 2018, respectively.~~

23Net Income

~~Table~~As a result of ~~Contents~~the factors described above, we recognized net income of $59.1 million and $49.5 million for the three months ended March 31, 2019 and 2018, respectively.

~~Advertising~~Adjusted OIBDA

~~Advertising~~Adjusted ~~revenues~~OIBDA ~~rose~~grew 176.48% ~~and 3.4%~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, ~~respectively,~~substantially ~~principally~~ due to ~~greater~~the ~~political advertising~~increase ~~revenue,~~in revenues and, ~~for~~to ~~the~~a ~~nine~~much ~~months~~lesser ~~ended~~extent, ~~September 30~~selling, general ~~2018~~and administrative expenses, offset in part by ~~declines~~higher inservice ~~local~~costs ~~automotive advertising~~ and, ~~smaller~~to ~~video~~a ~~customer~~much ~~bases~~lesser ~~compared~~extent, tomanagement ~~the prior year periods~~fees.

~~Costs~~Liquidity and ~~Expenses~~Capital Resources

~~Service~~Our net cash flows provided by operating activities are primarily used to fund investments to enhance the capacity and reliability of our ~~Costs~~network and further expand our products and services, and make scheduled and voluntary repayments of our indebtedness and periodic distributions to MCC. As of March 31, 2019, our near-term liquidity requirements included term loan principal repayments of $20.5 million over the next twelve months and $150.0 million of the 5½% Notes, which had been called for redemption. See “2019 Financing Activity” below and Notes 6 and 14 in our Notes to Consolidated Financial Statements. As of the same date, our sources of liquidity included $133.9 million of cash and approximately $365.6 million of unused and available commitments under our $375.0 million revolving credit facility, after giving effect to no outstanding loans and $9.4 million of letters of credit issued to various parties as collateral.

~~Service~~We ~~costs~~believe ~~grew~~that ~~4.4%~~we ~~and~~will ~~4.0%~~be ~~for~~able ~~the~~to meet ~~three~~our current and ~~nine~~long-term ~~months~~liquidity ~~ended~~and ~~September 30,~~capital ~~2018~~requirements, ~~respectively,~~including ~~principally~~fixed ~~due~~charges, tothrough ~~greater~~existing ~~video programming and~~cash, tointernally agenerated ~~lesser~~cash ~~extent,~~flows ~~field~~from operating ~~and employee costs. Programming costs were 4.4% and 4.6% higher for the three and nine months ended September 30~~activities, ~~2018,~~cash ~~mainly~~available ~~due~~ to ~~contractual~~us ~~increases~~ under ~~agreements~~our ~~with~~revolving ~~certain~~credit ~~local broadcast~~commitments ~~stations~~ and ~~cable~~our ~~networks, offset in part by smaller video customer bases compared~~ ability to ~~the~~obtain ~~prior~~future ~~year periods~~financing. ~~Field~~If ~~operating~~we ~~costs~~are ~~increased~~unable ~~6.3%~~to ~~and~~obtain ~~4.3%~~sufficient ~~for~~future ~~the~~financing ~~three~~on ~~and~~acceptable ~~nine~~terms, ~~months~~or ~~ended~~at ~~September 30~~all, ~~2018,~~we ~~respectively, largely~~may asneed ato ~~result~~take ofother ~~greater~~actions ~~costs~~to ~~associated~~conserve ~~with~~or ~~equipment~~raise ~~maintenance~~capital ~~contracts,~~that ~~fiber~~we ~~leases~~would ~~and~~not ~~vehicle~~take ~~fuel~~otherwise. ~~Employee~~However, ~~costs~~we ~~were~~have ~~5.5%~~accessed ~~and 3.8% higher for~~ the ~~three and nine months ended September 30, 2018, respectively, primarily due to~~debt ~~greater~~markets ~~field~~for ~~operations~~significant ~~employee~~amounts ~~staffing and compensation levels. Service costs as a percentage~~ of ~~revenues~~capital ~~were~~in ~~41.9% and 41.8% for~~ the ~~three~~past ~~months~~and ~~ended~~expect ~~September 30,~~to ~~2018~~continue ~~and~~to ~~2017,~~be ~~respectively,~~able ~~and~~to ~~41.9%~~access ~~and~~these ~~41.8%~~markets ~~for~~in the ~~nine months ended September 30~~future, ~~2018~~as ~~and 2017, respectively~~necessary.

~~Selling,~~2019 ~~General~~Financing ~~and~~Activity ~~Administrative Expenses~~

~~Selling, general and administrative expenses increased 3.0% and 1.5% for the three and nine months ended September 30, 2018, respectively, primarily~~On ~~due to greater marketing, office, billing and, for the three months ended September~~March 3015, ~~2018~~2019, ~~employee~~we ~~expenses.~~called ~~Marketing expenses grew 6.9% and 4.3%~~ for the ~~three~~redemption ~~and~~of nine months ended September 30, 2018, respectively, largely due to greater spending on digital and television advertising and on marketing our business services, offset in part by lower spending on radio and print advertising$150. ~~Office expense rose 11.9% and 7.8% for the three and nine months ended September~~0 ~~30, 2018,~~million ~~respectively,~~principal ~~mainly~~amount ~~due~~outstanding to higher rent and equipment maintenance and repair expense. Billing expenses grew 6.9% and 6.1% for the three and nine months ended September 30, 2018, respectively, principally due to greater fees associated with customers’ bank and credit card payments. Employee expenses increased 5.1% for the three months ended September 30, 2018, mainly due to greater marketing and administrative employee staffing and compensation levels, offset by lower customer service employee staffing and compensation levels. Selling, general and administrative expenses as a percentage of ~~revenues were 18.7% and 19.0% for~~ the ~~three months ended September 30, 2018 and 2017, respectively, and 18.1~~51⁄2% ~~and 18~~Notes.~~5% for~~ ~~the nine months ended September 30, 2018 and 2017, respectively.~~

~~Management~~On ~~Fee~~April 15, ~~Expense~~2019, approximately $117.9 million of available cash, along with $32.1 million of borrowings under our revolving credit commitments, were used to fund the redemption of $150.0 million principal amount outstanding of the 51⁄2% Notes at a redemption price of 100.0% for each $1,000 principal amount redeemed, or approximately $150.0 million. Upon completion of the partial redemption, $50.0 million principal amount of the 51⁄2% Notes remained outstanding.

~~Management~~As ~~fee~~of ~~expense grew 11.9% and 8.3% for the three and nine months ended September~~March 3031, ~~2018~~2019, ~~respectively,~~after ~~reflecting~~giving ~~higher~~effect ~~fees~~to ~~charged~~such byfinancing ~~MCC. Management~~activity ~~fee expense~~ as aif ~~percentage~~it ofhad ~~revenues~~occurred ~~was~~on ~~2.3%~~such ~~and~~date: ~~2.1% for the three months ended September 30, 2018 and 2017, and 2.2% and 2.1% for the nine months ended September 30, 2018 and 2017, respectively.~~

~~Depreciation~~• our sources of liquidity would have included approximately $333.5 million of unused and ~~Amortization~~available commitments under our revolving credit facility;

~~Depreciation~~• ~~and~~there ~~amortization~~would ~~was~~have ~~2.5%~~been ~~and 1~~$32.5%1 ~~lower~~million ~~for the three and nine months ended September 30, 2018, respectively, mainly due to older investments and network assets becoming fully depreciated, offset in part by depreciation~~ of ~~investments~~outstanding inloans ~~customer~~under ~~premise~~our ~~equipment,~~revolving ~~HSD~~credit ~~bandwidth~~commitments; ~~expansion~~ and ~~business customer support equipment software.~~

~~Operating~~• ~~Income~~our available cash would have been approximately $15.9 million;

~~Operating~~See ~~income grew~~Notes ~~8.7%~~6 and ~~7.1%~~14 ~~for the three and nine months ended September 30, 2018, respectively, primarily due to the increase~~ in ~~revenues~~our ~~and,~~Notes to aConsolidated ~~much~~Financial ~~lesser extent, lower depreciation and amortization, offset in part by higher service costs and, to a lesser extent, selling, general and administrative expenses and management fees~~Statements.

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

~~Interest~~Net ~~expense,~~cash ~~net,~~flows ~~fell~~provided ~~23.8%~~by ~~and~~operating 17activities were $89.8%9 million for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2018~~2019, ~~respectively,~~primarily due to ~~lower~~Adjusted ~~average~~OIBDA ~~cost~~of $109.9 million, offset in part by interest expense of ~~debt~~$14.1 million and, to a much lesser extent, the $6.7 million net change in our operating assets and liabilities. The net change in our operating assets and liabilities was ~~lower~~primarily ~~average~~due ~~outstanding~~to ~~indebtedness~~decreases in accounts payable to affiliates of $9.8 million and in accounts payable, accrued expenses and other current liabilities of $1.1 million, offset in part by a decrease in accounts receivable, net of $5.3 million.

2423

~~(Loss)~~Net ~~Gain~~cash onflows ~~Derivatives~~provided by operating activities were $82.2 million for the three months ended March 31, ~~Net~~2018, primarily due to Adjusted OIBDA of $102.9 million, offset in part by interest expense of $17.1 million and, to a much lesser extent, the $4.5 million net change in our operating assets and liabilities. The net change in our operating assets and liabilities was primarily due to a decrease in accounts payable to affiliates of $18.8 million, offset in part by an increase in accounts payable, accrued expenses and other current liabilities of $7.9 million and a decrease in accounts receivable, net, of $6.9 million.

AsNet aCash ~~result~~Flows ofUsed ~~the changes~~ in ~~the~~Investing ~~mark-to-market valuations on our interest~~Activities rate exchange agreements, we recorded a net loss on derivatives of $1.5 million and a net gain on derivatives of $0.6 million for the three months ended September 30, 2018 and 2017, respectively, and a net loss on derivatives of $0.9 million and a net gain on derivatives of $1.5 million for the nine months ended September 30, 2018 and 2017, respectively. See Notes 3 and 6 in our Notes to Consolidated Financial Statements.

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

~~There~~Net ~~was~~cash noflows ~~loss~~used onin ~~early~~investing ~~extinguishment~~activities ofwere ~~debt for each of the three months ended September 30, 2018 and 2017. Loss on early extinguishment of debt totaled~~ $1236.23 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019, ~~which~~substantially comprising ~~represented the~~ $936.6 million ~~redemption price paid above par and the write-off~~ of ~~$2.6 million~~capital ~~of unamortized financing costs associated with the 63⁄8% Notes~~expenditures. Loss on early extinguishment of debt totaled $2.0 million for the nine months ended September 30, 2017, which represented the write-off of unamortized financing costs associated with certain previously existing term loans that were repaid during the period.

~~Other~~Net ~~Income~~cash ~~(Expense)~~flows used in investing activities were $43.1 million for the three months ended March 31, ~~Net~~2018, substantially comprising $44.9 million of capital expenditures, slightly offset by a net change in accrued property, plant and equipment of $1.0 million.

~~Other income,~~Capital ~~net~~Expenditures was $0.4 million for the three months ended September 30, 2018, substantially due to a reversal of accruals associated with tower retirements, offset in part by $0.3 million of revolving credit commitment fees. Other expense, net was $0.3 million for the three months ended September 30, 2017, representing $0.2 million of revolving credit commitment fees and $0.1 million of other fees.

~~Other~~The ~~expense,~~table ~~net, was $0.2 million for the nine months ended September 30, 2018, representing $1.0 million of revolving credit commitment~~below ~~fees,~~sets ~~mostly~~forth ~~offset~~our bycapital aexpenditures ~~reversal~~(dollars ofin ~~accruals~~thousands): ~~associated with tower retirements, and $1.0 million for the nine months ended September 30, 2017, representing $0.7 million of revolving credit commitment fees and $0.3 million of other fees.~~

See “2018 Developments – Tower Asset Sale.”


	Three Months Ended
	March 31,
	2019		2018		Change
Customer premise equipment	$	17,956	$	20,925	$	(2,969	)
Enterprise networks		1,808		1,700		108
Scalable infrastructure		5,196		13,315		(8,119	)
Line extensions		2,787		2,035		752
Upgrade / rebuild		5,985		4,356		1,629
Support capital		2,822		2,558		264

Total capital expenditures	$	36,554	$	44,889	$	(8,335	)

~~Net~~The ~~Income~~decrease in capital expenditures largely reflects lower spending in: (i) scalable infrastructure, mainly due to lower spending on HSD bandwidth expansion; and (ii) customer premise equipment, primarily due to lower spending on modems for our HSD service and reduced installation and fulfillment expenditures associated with lower connect activity; offset in part by greater upgrade and rebuild investments, principally due to restoration activity in areas affected by Hurricane Michael in October 2018.

AsNet aCash ~~result~~Flows ofUsed ~~the factors~~in ~~described~~Financing ~~above,~~Activities we recognized net income of $51.4 million and $43.5 million for the three months ended September 30, 2018 and 2017, respectively, and $142.8 million and $132.0 million for the nine months ended September 30, 2018 and 2017, respectively.

~~OIBDA~~Net cash flows provided by financing activities were $50.4 million for the three months ended March 31, 2019, primarily comprising $111.0 million of capital contributions from our parent, MCC, offset in part by $49.8 million of capital distributions to MCC, $5.1 million of net repayments under our bank credit facility, $4.5 million of dividend payments on preferred members’ interest and $1.2 million of other financing activities.

~~OIBDA~~Net ~~grew~~cash ~~4.4%~~flows ~~and~~provided 3by financing activities were $119.9%3 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2018, ~~respectively,~~primarily ascomprising ~~the~~$158.0 million ~~increase~~of incapital ~~revenues~~contributions ~~was~~from ~~offset~~our inparent, ~~part~~MCC, bywhich ~~increases~~ was in ~~service~~turn ~~costs~~contributed ~~and,~~from toMediacom aLLC ~~much~~to ~~lesser~~partially ~~extent,~~fund ~~selling,~~the ~~general~~redemption ~~and~~of ~~administrative~~certain previously ~~expenses~~existing ~~and~~senior ~~management~~notes ~~fees.~~in ~~Excluding~~April ~~the~~2018, ~~impact~~and $3.6 million of ~~the~~other ~~timing~~financing ~~change~~activities, tooffset ~~revenue~~in ~~recognition,~~part ~~OIBDA~~by ~~would~~$37.3 million ~~have~~of ~~increased~~net ~~4.8%~~repayments ~~and~~under ~~3.8%~~our ~~for~~bank ~~the~~credit ~~three~~facility and ~~nine~~$4.5 million ~~months ended~~of ~~September 30,~~dividend ~~2018,~~payments ~~respectively~~on preferred members’ interest.

~~Liquidity and~~ Capital ~~Resources~~Structure

Our 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~~ March 3031, ~~2018~~2019, our ~~near-term~~total ~~liquidity~~indebtedness ~~requirements~~was ~~included term loan principal repayments of~~ $201.5219 ~~million over the next twelve months. As of the same date~~billion, ~~our sources~~ of ~~liquidity~~which ~~included~~approximately ~~$12.3 million~~16% ofwas ~~cash~~at ~~and~~fixed ~~approximately~~interest ~~$334~~rates.~~0 million~~ ofDuring ~~unused~~the ~~and~~three ~~available~~months ~~commitments~~ended ~~under our $375.0~~March ~~million~~31, ~~revolving credit facility~~2019, ~~after~~we ~~giving~~paid ~~effect~~cash tointerest ~~$31.3 million~~ of ~~outstanding loans and~~ $910.78 million, ofnet ~~letters~~ of ~~credit~~capitalized ~~issued to various parties as collateral~~interest.

We24 believe that we will be able 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 generate or have available to us sufficient funds to meet our liquidity and capital requirements, we may need to take other actions to conserve or raise capital that we would not take otherwise. However, we have accessed the debt markets for significant amounts of capital in the past, and expect to continue to be able to access these markets in the future, as necessary.

~~Table~~2019 ofFinancing ~~Contents~~Activity

~~Net~~On ~~Cash~~March 15, ~~Flows~~2019, ~~Provided~~we bycalled ~~Operating~~for ~~Activities~~the redemption of $150.0 million principal amount outstanding of the 51⁄2% Notes.

~~Net~~On ~~cash flows provided by operating activities were $261.2 million for the nine months ended September 30~~April 15, ~~2018~~2019, ~~primarily due to OIBDA of~~ $~~310~~117.5 9 million~~, offset~~ ~~in part by interest expense~~ of ~~$43.5~~available ~~million and~~cash, toalong awith ~~much lesser extent, the~~ $832.8 1 million ~~net~~of ~~change~~borrowings under in our ~~operating~~revolving ~~assets~~credit ~~and~~commitments, ~~liabilities.~~were ~~The~~used ~~net change in our operating assets and liabilities was primarily due~~ to afund ~~decrease~~the inredemption ~~accounts payable, accrued expenses and other current liabilities~~ of $7150.5 0 million, anprincipal ~~increase~~amount inoutstanding ~~accounts~~of ~~receivable,~~the ~~net,~~51⁄2% ~~of $3~~Notes.1 ~~million,~~Upon ~~and~~completion aof the ~~decrease~~partial ~~accounts~~redemption, ~~payable to affiliates of~~ $250.4 0 million, ~~offset~~principal inamount ~~part~~of bythe a51⁄2% ~~decrease~~Notes inremained ~~prepaid expenses and other assets of $3~~outstanding.7 ~~million.~~

~~Net~~See ~~cash~~Notes flows provided by operating activities were $245.2 million for the nine months ended September 30, 2017, primarily due to OIBDA of $298.9 million, offset in part by interest expense of $52.9 million and, to a much lesser extent, the $2.6 ~~million~~ ~~net change in our operating assets~~ and ~~liabilities.~~14 ~~The net change~~ in our ~~operating~~Notes ~~assets and liabilities was primarily due~~ to ~~increases~~Consolidated inFinancial ~~prepaid expenses and other assets of $10~~Statements.~~8 million,~~ ~~and in accounts receivable, net, of $1.5 million, offset in part by increases in accounts payable to affiliates of $8.0 million and in deferred revenue of $1.5 million.~~

~~Net~~Bank ~~Cash~~Credit ~~Flows~~Facility ~~Used in Investing Activities~~

~~Capital~~As ~~expenditures~~of ~~continue~~March 31, to2019, we bemaintained ~~our~~a ~~primary~~$1.394 billion ~~use~~credit facility, comprising $1,019.3 million of ~~capital~~term ~~resources~~loans with maturities ranging from November 2022 to January 2025 and ~~generally~~$375.0 million ~~comprise~~of ~~substantially~~revolving ~~all~~credit commitments, which are scheduled to expire in November 2022. As of the same date, we had $365.6 million of unused lines under our ~~net~~revolving ~~cash~~credit ~~flows~~commitments, all of which were available to be borrowed and used infor ~~investing~~general corporate purposes, after giving effect to no outstanding ~~activities~~loans and $9.4 million of letters of credit issued to various parties as collateral.

~~Net~~As ~~cash~~of ~~flows~~March 31, ~~used~~2019, after giving effect to the items noted in ~~investing~~“2019 ~~activities~~Financing ~~were~~Activity” ~~$125.1 million~~as ~~for~~if ~~the~~they ~~nine~~had ~~months~~occurred ~~ended~~on ~~September 30,~~such ~~2018~~date, ~~substantially comprising~~we would have had $~~128~~333.65 million of ~~capital~~unused ~~expenditures~~lines under our revolving credit commitments, ~~slightly~~all ~~offset~~of bywhich awere ~~net~~available ~~change~~to inbe ~~accrued~~borrowed ~~property~~and used for general corporate purposes, ~~plant~~after ~~and~~giving ~~equipment~~effect to $32.1 million of outstanding loans and $29.64 million of letters of credit issued to various parties as collateral.

~~Net~~The ~~cash~~credit ~~flows~~facility ~~used~~is collateralized by our ownership interests in ~~investing~~our ~~activities~~operating ~~were~~subsidiaries ~~$138~~and is guaranteed by us on a limited recourse basis to the extent of such ownership interests.~~8 million~~ ~~for~~The credit agreement governing the ~~nine~~credit ~~months~~facility ~~ended~~(the ~~September 30,~~“credit ~~2017,~~agreement”) ~~substantially~~requires ~~comprising~~our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 ~~$141~~to 1.~~3 million~~0 and an interest coverage ratio (as defined in the credit agreement) of ~~capital~~no ~~expenditures,~~less ~~slightly~~than ~~offset~~2.0 byto a1.0. ~~net~~For ~~change~~all periods through March 31, 2019, our operating subsidiaries were in ~~accrued~~compliance ~~property~~with all covenants under the credit agreement including, ~~plant~~as ~~and~~of ~~equipment~~the same date, a total leverage ratio of $2.2 to 1.0 ~~million~~ 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.

~~Capital~~Interest ~~Expenditures~~Rate Swaps

~~The~~We ~~table~~periodically ~~below~~enter into interest rate exchange agreements (which we refer to as “interest rate swaps”) with various banks to fix the variable rate ~~sets~~on ~~forth~~a portion of our ~~capital~~borrowings ~~expenditures~~under ~~(dollars~~the credit facility to reduce the potential volatility in ~~thousands):~~our interest expense that may result from changes in market interest rates. As of March 31, 2019, we had no current or forward-starting interest rate swaps.

	Nine Months Ended
	September 30,
	2018		2017		Change
Customer premise equipment	$	61,602	$	63,042	$	(1,440)
Enterprise networks		6,342		7,976		(1,634)
Scalable infrastructure		24,429		27,363		(2,934)
Line extensions		9,046		11,616		(2,570)
Upgrade / rebuild		15,292		20,079		(4,787)
Support capital		11,860		11,178		682
Total capital expenditures	$	128,571	$	141,254	$	(12,683)

Senior Notes

~~The~~As ~~decrease~~of March 31, in2019, ~~capital~~we ~~expenditures~~had ~~largely~~$200 million ~~reflects~~of ~~lower~~outstanding ~~spending~~senior ~~in:~~notes, ~~(i) upgrade~~all ~~and~~of ~~rebuild,~~which ~~primarily~~comprised ~~due~~the to51⁄2% ~~lower~~Notes. On April 15, 2019, we repaid ~~activity~~$150.0 million ~~associated~~principal ~~with~~amount outstanding of the ~~replacement~~51⁄2% ofNotes. ~~certain~~Upon ~~network~~completion ~~assets;~~of ~~(ii) scalable~~such ~~infrastructure~~repayment, ~~mainly~~$50.0 million ~~due~~principal toamount ~~lower~~of ~~spending~~the on51⁄2% ~~HSD~~Notes ~~bandwidth~~remained ~~expansion;~~outstanding. ~~and~~See ~~(iii) line~~Notes ~~extensions,~~6 ~~principally~~and ~~due~~14 toin aour ~~decline~~Notes into ~~residential~~Consolidated ~~new~~Financial ~~build locations~~Statements.

~~Net~~Our ~~Cash~~senior ~~Flows~~notes ~~Used~~are unsecured obligations, and the indenture governing the 5½% Notes (the “indenture”) limits the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in ~~Financing~~the ~~Activities~~indenture) of 8.5 to 1.0. For all periods through March 31, 2019, we were in compliance with all covenants under the indenture including, as of the same date, a debt to operating cash flow ratio of 2.8 to 1.0. We do not believe that we will have any difficulty complying with any of the covenants under the indenture in the near future.

~~Net~~Debt ~~cash~~Ratings flows used in financing activities were $136.4 million for the nine months ended September 30, 2018, substantially as a result of the $300.0 million redemption of the 6 3/8% Notes, $16.5 million of net repayments under our bank credit facility, $13.5 million of dividend payments on preferred member’s interest, $9.6 million for the redemption price paid above par associated with the 6 3/8% Notes and $9.3 million of capital distributions to our parent, MCC, offset in part by $208.0 million of capital contributions from our parent, MCC, and $4.2 million of other financing activities.

~~Net~~MCC’s ~~cash~~corporate credit ~~flows~~ratings ~~used~~are incurrently ~~financing~~Ba1 ~~activities~~by ~~were~~Moody’s ~~$110.0 million~~and ~~for~~BB+ ~~the~~by ~~nine~~Standard ~~months~~and ~~ended~~Poor’s ~~September 30~~(“S&P”), ~~2017,~~both ~~primarily comprising~~with ~~$156.0 million~~stable ofoutlooks, ~~net~~and ~~repayments under~~ our ~~bank~~senior ~~credit~~unsecured ~~facility,~~ratings ~~$13.5 million~~are ofcurrently ~~dividend~~Ba2 ~~payments~~by ~~on preferred members~~Moody’s ~~interest,~~and ~~$5.8 million of capital distributions to our parent, MCC, offset in part by~~BB- ~~$60.0 million~~by ~~of capital contributions from our parent~~S&P, ~~MCC,~~both ~~and~~with ~~$5.3 million~~stable ~~of other financing activities~~outlooks.

26There 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.

~~Table~~25 ~~of Contents~~

AsContractual ofObligations ~~September 30,~~and ~~2018,~~Commercial ~~our~~Commitments total indebtedness was $1.261 billion, of which approximately 63% was at fixed interest rates or had interest rate exchange agreements that fixed the corresponding variable portion of debt. During the nine months ended September 30, 2018, we paid cash interest of $43.3 million, net of capitalized interest.

~~2018~~There ~~Financing~~have ~~Activity~~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, 2018.

~~On March 2,~~Critical ~~2018,~~Accounting wePolicies called for the redemption of the entire $300.0 million principal amount outstanding of the 6 3/8% Notes. On March 30, 2018, we received $158.0 million of cash contributions from our parent, MCC, which, in turn, received such contributions from Mediacom LLC on the same date. On April 2, 2018, such cash contributions, along with $151.6 million of borrowings under our revolving credit commitments, were used to fund the redemption of the 6 3/8% Notes.

~~See~~The ~~Note~~preparation 6of 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, 2018.

~~Bank~~Goodwill ~~Credit~~and ~~Facility~~Other Intangible Assets

AsIn ofaccordance ~~September 30,~~with ~~2018,~~the weFinancial ~~maintained~~Accounting aStandards ~~$1.405 billion~~Board’s ~~credit~~Accounting ~~facility,~~Standards ~~comprising~~Codification ~~$1,029.5 million~~(“ASC”) ofASC ~~term~~350 ~~loans~~Intangibles ~~with~~— ~~maturities~~Goodwill ~~ranging from November 2022 to January 2025~~ and ~~$375.0 million~~Other of(“ASC ~~revolving credit commitments~~350”), ~~which are scheduled to expire in November 2022. As of~~ the ~~same~~amortization ~~date, we had $334.0 million~~ of ~~unused~~goodwill ~~lines~~and ~~under~~indefinite-lived ~~our~~intangible ~~revolving~~assets ~~credit~~is prohibited ~~commitments,~~and ~~all~~requires ofsuch ~~which~~assets ~~were available~~ to be ~~borrowed~~tested ~~and~~annually ~~used~~ for ~~general~~impairment, ~~corporate~~or ~~purposes,~~more ~~after~~frequently ~~giving~~if ~~effect~~impairment ~~to $31~~indicators arise.~~3 million~~ ofWe ~~outstanding~~have ~~loans~~determined ~~and~~that ~~$9.7 million~~our offranchise ~~letters~~rights ofand ~~credit~~goodwill ~~issued~~are toindefinite-lived ~~various~~assets ~~parties~~and astherefore ~~collateral~~not amortizable.

~~The~~Because ~~credit~~we ~~facility~~believe ~~is collateralized~~there byhas ~~our~~not ~~ownership~~been ~~interests in our operating subsidiaries, and is guaranteed by us on~~ a ~~limited~~meaningful ~~recourse~~change 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~~long-term ~~agreement)~~fundamentals of noour ~~more~~business ~~than~~during ~~5.0 to 1.0 and an interest coverage ratio (as defined in~~ the ~~credit~~first ~~agreement)~~three months of no2019, ~~less~~we ~~than 2.0 to 1.0.~~determined ~~For~~that ~~all~~there ~~periods~~has ~~through~~been ~~September 30,~~no ~~2018,~~triggering ~~our~~event ~~operating subsidiaries were in compliance with all covenants~~ under ~~the~~ASC ~~credit~~350 ~~agreement including~~and, as ~~of the same date~~such, ano ~~total~~interim ~~leverage~~impairment ~~ratio~~test ofwas ~~2.5~~required toas ~~1.0 and an interest coverage ratio~~ of ~~5.7 to~~March 31, 12019.0. ~~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.~~

~~Interest~~Inflation ~~Rate~~and Changing ~~Swaps~~Prices

WeOur ~~have~~costs ~~entered~~and ~~into several~~expenses ~~interest~~are ~~rate~~subject ~~exchange~~to ~~agreements~~inflation ~~(which~~and weprice ~~refer~~fluctuations. toSuch aschanges ~~“interest~~in ~~rate~~costs ~~swaps”)~~and ~~with~~expenses ~~various~~can ~~banks~~generally be passed through to ~~fix~~customers. ~~the~~Programming ~~variable~~costs ~~rate~~have onhistorically aincreased ~~portion~~at ofrates ~~our~~in ~~borrowings~~excess ~~under~~of ~~the~~inflation ~~credit~~and ~~facility~~are expected to ~~reduce~~continue ~~the~~to ~~potential~~do ~~volatility~~so. inWe ~~our~~believe ~~interest expense~~ that ~~may~~under ~~result~~the ~~from~~Federal ~~changes~~Communications inCommission’s ~~market~~existing ~~interest~~cable ~~rates.~~rate Asregulations ofwe ~~September 30,~~may increase ~~2018,~~rates wefor ~~had~~video ~~interest~~services ~~rate~~to ~~swaps~~more ~~that~~than ~~fixed~~cover ~~the~~any ~~variable~~increases ~~portion~~in ofprogramming ~~$600 million~~costs. ofHowever, ~~borrowings~~competitive atconditions aand ~~rate~~other offactors ~~1.5%,~~in ~~all~~the ofmarketplace ~~which~~may ~~are~~limit ~~scheduled~~our ability to ~~expire during~~increase ~~December 2018~~our rates.

AsITEM of3. ~~September 30,~~QUANTITATIVE ~~2018,~~AND ~~the~~QUALITATIVE ~~weighted~~DISCLOSURES ~~average~~ABOUT ~~interest~~MARKET ~~rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 3.6%.~~ RISK

~~Senior~~There ~~Notes~~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, 2018.

AsITEM ~~of September 30, 2018, we had $200 million of outstanding senior notes, all of which comprised our 51⁄2%senior notes due April 2021 (the “51⁄2% Notes”)~~4. OnCONTROLS ~~April 2,~~AND ~~2018, we repaid the entire $300.0 million balance outstanding of our previously existing 63⁄8% Notes. See Note 6 in our Notes to Consolidated Financial Statements.~~ PROCEDURES

~~Our~~Mediacom ~~senior~~Broadband ~~notes~~LLC are unsecured obligations, and the indenture governing the 51⁄2% 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 September 30, 2018, we were in compliance with all covenants under the indenture including, as of the same date, a debt to operating cash flow ratio of 3.1 to 1.0. We do not believe that we will have any difficulty complying with any of the covenants under the indenture in the near future.

~~Debt~~Under ~~Ratings~~the supervision and with the participation of the management of Mediacom Broadband LLC, including Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband LLC evaluated the effectiveness of Mediacom Broadband LLC’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband LLC’s disclosure controls and procedures were effective as of March 31, 2019.

~~MCC’s~~There ~~corporate~~has ~~credit~~not ~~ratings~~been ~~are~~any ~~currently~~change ~~Ba2~~in byMediacom ~~Moody~~Broadband LLC’s ~~and~~internal BBcontrol byover ~~Standard~~financial ~~and~~reporting ~~Poor’s~~(as defined in Rules 13a-15(~~“S&P”~~f), ~~both~~and ~~with~~15d-15(f) ~~positive~~under ~~outlooks, and~~the ~~our~~Exchange ~~senior~~Act) ~~unsecured~~during ~~ratings~~the ~~are~~quarter ~~currently~~ended B1March 31, by2019 ~~Moody’s~~that ~~and~~has B+materially byaffected, ~~S&P~~or is reasonably likely to materially affect, Mediacom ~~both~~Broadband ~~with~~LLC’s ~~positive~~internal ~~outlooks~~control over financial reporting.

~~There~~Mediacom ~~can~~Broadband beCorporation 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.

27Under the supervision and with the participation of the management of Mediacom Broadband Corporation (“Mediacom Broadband”), including Mediacom Broadband’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband evaluated the effectiveness of Mediacom Broadband’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband’s disclosure controls and procedures were effective as of March 31, 2019.

~~Table~~26 ~~of Contents~~

There ~~have~~has not been noany ~~material~~change ~~changes~~in toMediacom ~~our~~Broadband’s ~~contractual~~internal ~~obligations~~control ~~and~~over ~~commercial~~financial ~~commitments~~reporting (as defined ~~previously disclosed~~ in ~~our~~Rules 13a-15(f) and ~~Annual~~15d-15(f) ~~Report~~under onthe ~~Form~~Exchange ~~10-K~~Act) ~~for~~during the ~~year~~quarter ended ~~December~~March 31, ~~2017~~2019 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband’s internal control over financial reporting.

~~Critical~~27 ~~Accounting Policies~~

~~Goodwill~~PART ~~and~~II ~~Other Intangible Assets~~

InITEM accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) ASC 350 Intangibles — Goodwill and Other (“ASC 350”), the amortization of goodwill and indefinite-lived intangible assets is prohibited and requires such assets to be tested annually for impairment, or more frequently if impairment indicators arise1. WeLEGAL ~~have determined that our franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.~~ PROCEEDINGS

~~Because~~See weNote ~~believe~~10 ~~there has not been a meaningful change~~ in ~~the long-term fundamentals of~~ our ~~business~~Notes ~~during~~to ~~the~~Consolidated ~~first~~Financial ~~nine months of 2018, 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, 2018~~Statements.

~~Inflation and~~ITEM ~~Changing~~1A. ~~Prices~~RISK FACTORS

~~Our~~There ~~costs~~have ~~and~~been ~~expenses~~no ~~are~~material ~~subject to inflation and price fluctuations. Such~~ changes in ~~costs~~our ~~and~~risk ~~expenses~~factors ~~can~~from ~~generally~~those bedisclosed ~~passed through to customers. Programming costs have historically increased at rates~~ in ~~excess~~our ofAnnual ~~inflation~~Report ~~and~~on ~~are~~Form ~~expected~~10-K tofor ~~continue to do so. We believe that under~~ the ~~Federal Communications Commission’s existing cable rate regulations we may~~ ~~increase~~year ~~rates~~ended ~~for video services to more than cover any increases in programming costs. However~~December 31, ~~competitive conditions and other factors in the marketplace may limit our ability to increase our rates~~2018.

~~ITEM~~28 ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 46. ~~CONTROLS AND PROCEDURES~~EXHIBITS

Mediacom Broadband LLC


Exhibit Number		Exhibit Description

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

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

32.1		Section 1350 Certifications of Mediacom Broadband LLC

32.2		Section 1350 Certifications of Mediacom Broadband Corporation

101		The following is financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at March 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018, (iv) Notes to Consolidated Financial Statements

~~Under~~29 the supervision and with the participation of the management of Mediacom Broadband LLC, including Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband LLC evaluated the effectiveness of Mediacom Broadband LLC’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband LLC’s disclosure controls and procedures were effective as of September 30, 2018.

~~Mediacom~~EXHIBIT ~~Broadband~~INDEX ~~Corporation~~

Under the supervision and with the participation of the management of Mediacom Broadband Corporation (“Mediacom Broadband”), including Mediacom Broadband’s Chief Executive Officer and Chief Financial Officer, Mediacom Broadband evaluated the effectiveness of Mediacom Broadband’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband’s disclosure controls and procedures were effective as of September 30, 2018.


Exhibit Number		Exhibit Description

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

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

32.1		Section 1350 Certifications of Mediacom Broadband LLC

32.2		Section 1350 Certifications of Mediacom Broadband Corporation

101		The following is financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at March 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018, (iii) Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018, (iv) Notes to Consolidated Financial Statements

Large accelerated filers

Accelerated filers

Non-accelerated filers

Smaller reporting companies

Emerging growth companies

~~Table~~SIGNATURES ~~of Contents~~

~~There~~Pursuant ~~has~~to ~~not~~the ~~been~~requirements ~~any~~of ~~change in Mediacom Broadband’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under~~ the Securities Exchange Act) ~~during~~of ~~the quarter ended September 30~~1934, ~~2018~~the ~~that~~Registrant has ~~materially~~duly ~~affected,~~caused orthis ~~is reasonably~~report ~~likely~~ to ~~materially~~be ~~affect,~~signed ~~Mediacom~~on ~~Broadband’s~~its ~~internal~~behalf ~~control~~by ~~over~~the ~~financial~~undersigned, thereunto ~~reporting~~duly authorized.

~~PART~~SIGNATURES II

~~ITEM~~Pursuant 1.to ~~LEGAL~~the ~~PROCEEDINGS~~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.

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, 2017.

ITEM 6. EXHIBITS

ExhibitNumber		Exhibit Description
31.1		Rule 15d-14(a) Certifications of Mediacom Broadband LLC
31.2		Rule 15d-14(a) Certifications of Mediacom Broadband Corporation
32.1		Section 1350 Certifications of Mediacom Broadband LLC
32.2		Section 1350 Certifications of Mediacom Broadband Corporation
101		The following is financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2018 and December 31, 2017, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017, (iv) Notes to Consolidated Financial Statements

EXHIBIT INDEX

ExhibitNumber		Exhibit Description
31.1		Rule 15d-14(a) Certifications of Mediacom Broadband LLC
31.2		Rule 15d-14(a) Certifications of Mediacom Broadband Corporation
32.1		Section 1350 Certifications of Mediacom Broadband LLC
32.2		Section 1350 Certifications of Mediacom Broadband Corporation
101		The following is financial information from Mediacom Broadband LLC’s and Mediacom Broadband Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at September 30, 2018 and December 31, 2017, (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017, (iii) Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017, (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.

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.

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