UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 10-Q

~~_______________________~~Quarterly Report Pursuant to Section 13 or 15(d)

~~Quarterly Report~~of ~~Pursuant~~the toSecurities ~~Section~~Exchange 13Act ~~or 15(d)~~ of ~~the~~1934

~~Securities Exchange~~For ~~Act~~the ofquarterly ~~1934~~period ended June 30, 2015

~~For the~~Commission ~~quarterly~~File ~~period~~Numbers: ~~ended~~333-72440 ~~June 30, 2006~~333-82124-02

Commission File Numbers: 333-72440

333-72440-01

Mediacom Broadband LLC

Mediacom Broadband Corporation*

(Exact names of Registrants as specified in their charters)

Delaware	06-1615412	~~06-1615412~~
Delaware	06-1630167	~~06-1630167~~
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Numbers)	~~(I.R.S. Employer Identification Numbers)~~
	100 Crystal Run Road Middletown, New York 10941 (Address of principal executive offices)
	(845) 695-2600 (Registrants’ telephone number)

~~Indicate by check mark whether the Registrants (~~1) ~~have~~Mediacom 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.Way

~~R Yes £ No~~Mediacom Park, NY 10918

~~Indicate by~~(Address ~~check mark whether the Registrants are large accelerated filers, or non-accelerated filers. See definition~~ of ~~“accelerated~~principal ~~filer”~~executive ~~in Rule 12b-2 of the Exchange Act. (Check one~~offices):

~~£ Large accelerated~~(845) ~~filers £ Accelerated filers R Non~~443-~~accelerated filers~~2600

~~Indicate by check mark whether the~~ (Registrants’ ~~are~~telephone ~~a shell company (as defined in Rule 12b-2 of the Exchange Act~~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. x Yes R o No

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

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


Large accelerated filers	o	Accelerated filers	o

Non-accelerated filers	x	Smaller reporting companies	o

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

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

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

Table of contents

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, ~~2006~~2015

TABLE OF CONTENTS

PART I			Page
	Page
Item 1.		Financial Statements	4
PART I
		Consolidated Balance Sheets (unaudited) June 30, 2006 and December 31, 2005	4
Item 1. Financial Statements	4
		Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2006 and 2005	5
Consolidated Balance Sheets (unaudited) June 30, 2015 and December 31, 2014	4
		Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2006 and 2005	6
Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 30, 2015 and 2014	5
		Notes to Consolidated Financial Statements (unaudited)	7
Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, 2015 and 2014	6
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Notes to Consolidated Financial Statements (unaudited)	7
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4.		Controls and Procedures	23
Item 3. Quantitative and Qualitative Disclosures about Market Risk	22
PART II
Item 4. Controls and Procedures	22
Item 1.		Legal Proceedings	24
PART II
Item 1A.		Risk Factors	24
Item 1. Legal Proceedings	22
Item 6.		Exhibits	24
Item 1A. Risk Factors	22
Item 6. Exhibits	23
Signatures	24

This Quarterly Report on Form 10-Q is for the three and six months ended June 30, 2015. Any statement contained in a prior periodic report shall be deemed to be modified or superseded for purposes of this Quarterly Report to the extent that a statement herein modifies or supersedes such statement. The Securities and Exchange Commission allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report.

Mediacom 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.

Table of contents

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 ~~Securities and Exchange Commission (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 “~~may~~anticipates,” “~~will~~believes,” “~~should~~continue,” “~~expects~~could,” “~~plans~~estimates,” “~~anticipates~~expects,” “~~believes~~intends,” “~~estimates~~may,” “~~predicts~~plans,” “potential,” “predicts,” “should” or “~~continue~~will,” or the negative of those ~~words~~ 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. ~~Factors~~as ~~that~~a ~~could~~result ~~cause~~of ~~actual~~various ~~results~~factors, tomany ~~differ~~of ~~from those~~which ~~contained in the forward-looking statements include, but~~ are ~~not~~beyond ~~limited to: competition in~~ our video, high-speed Internet access and phone businesses; our ability to achieve anticipated customer and revenue growth and to successfully introduce new products and services; increasing programming costs; changes in laws and regulations; our ability to generate sufficient cash flow to meet our debt service obligations and access capital to maintain our financial flexibility; and the other risks and uncertainties discussed in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2005 and other reports or documents that we file from time to time with the SECcontrol. ~~Statements~~ ~~included~~Factors ~~in this Quarterly Report are based upon information known to us as of the date~~ that ~~this~~may ~~Quarterly~~cause ~~Report~~such isdifferences ~~filed with the SEC, and we assume no obligation~~ to ~~update~~occur ~~or alter our forward-looking statements made in this Quarterly Report~~include, ~~whether~~but asare anot ~~result~~limited ~~of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.~~to:

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

·	lower demand for our residential and business services, which may result from increased competition, weakened economic conditions or other factors;

·	the continued increases in video programming costs, and our ability to raise video rates to offset, in whole or in part, the effects of such costs, including retransmission consent fees, without a significant adverse effect on our business;

·	significant unanticipated increases in the use of bandwidth-intensive Internet services;

·	our ability to further expand our business services, which has continued to make increasing contributions to our results of operations;

·	our ability to successfully adopt new technologies and introduce new products and services 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 material events outside our control;

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

·	our ability to refinance our debt prior to maturity or obtain future funding for general corporate purposes or potential strategic transactions, on favorable terms, if at all;

·	our ability to generate sufficient cash flows from operations to meet our debt service obligations;

·	changes in assumptions underlying our critical accounting policies;

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

·	other risks and uncertainties discussed in the Annual Report for the year ended December 31, 2014 and other reports or documents that we file from time to time with the SEC.

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

PART I
ITEM 1. FINANCIAL STATEMENTS
MEDIACOM BROADBAND LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All dollar amounts in thousands)
(Unaudited)
	June 30,			December 31,
	2006			2005
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	15,499		$	7,142
Accounts receivable, net of allowance for doubtful accounts of $1,586 and $1,842, respectively		37,596			36,205
Prepaid expenses and other assets		41,903			26,613
Total current assets		94,998			69,960
Investment in cable television systems:
Property, plant and equipment, net of accumulated depreciation of $454,305 and $405,316, respectively		714,192			718,210
Franchise rights, net of accumulated amortization of $38,752		1,251,361			1,251,361
Goodwill		204,582			204,582
Subscriber lists, net of accumulated amortization of $20,285 and $19,251, respectively		12,838			13,774
Total investment in cable television systems		2,182,973			2,187,927
Other assets, net of accumulated amortization of $6,806 and $7,090, respectively		22,950			27,168
Total assets	$	2,300,921		$	2,285,055
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Accrued liabilities	$	121,512		$	120,975
Deferred revenue		24,333			22,474
Current portion of long-term debt		454,028			43,858
Total current liabilities		599,873			187,307
Long-term debt, less current portion		1,192,665			1,374,512
Other non-current liabilities		7,130			8,622
Total liabilities		1,799,668			1,570,441
Commitments and contingencies (Note 9)
PREFERRED MEMBERS' INTEREST		150,000			150,000
MEMBERS' EQUITY
Capital contributions		555,511			725,000
Accumulated deficit		(204,258	)		(160,386	)
Total members' equity		351,253			564,614
Total liabilities, preferred members' interest and members' equity	$	2,300,921		$	2,285,055
The accompanying notes to the unaudited financial
statements are an integral part of these statements

PART I

ITEM 1. FINANCIAL STATEMENTS

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	June 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	11,955		$	9,452
Accounts receivable, net of allowance for doubtful accounts of $4,116 and $3,057		66,427			59,164
Prepaid expenses and other current assets		12,951			9,664
Total current assets		91,333			78,280
Property, plant and equipment, net of accumulated depreciation of $1,547,698 and $1,493,705		779,148			775,321
Franchise rights		1,176,908			1,176,908
Goodwill		195,945			195,945
Other assets, net of accumulated amortization of $24,916 and $20,737		34,735			32,959
Total assets	$	2,278,069		$	2,259,413

LIABILITIES, PREFERRED MEMBERS’ INTEREST AND MEMBER’S EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	150,466		$	144,595
Accounts payable - affiliates		9,942			1,513
Deferred revenue		37,446			36,245
Current portion of long-term debt		13,500			13,500
Total current liabilities		211,354			195,853
Long-term debt, less current portion		1,883,500			1,943,500
Other non-current liabilities		743			743
Total liabilities		2,095,597			2,140,096

Commitments and contingencies (Note 10)

PREFERRED MEMBERS’ INTEREST (Note 7)		150,000			150,000

MEMBER’S EQUITY (DEFICIT)
Capital distributions		(105,560	)		(105,644	)
Retained earnings		138,032			74,961
Total member’s equity (deficit)		32,472			(30,683	)
Total liabilities, preferred members’ interest and member’s equity (deficit)	$	2,278,069		$	2,259,413

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

~~Table of contents~~MEDIACOM BROADBAND LLC AND SUBSIDIARIES

MEDIACOM BROADBAND LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2006			2005			2006			2005
Revenues	$	169,769		$	154,293		$	332,596		$	303,039
Costs and expenses:
Service costs (exclusive of depreciation and amortization
of $27,286, $28,206, 54,470 and $57,087, respectively, shown below)		66,620			58,669			131,721			116,745
Selling, general and administrative expenses		36,520			34,957			71,724			68,082
Management fee expense		2,948			3,083			5,925			5,979
Depreciation and amortization		27,286			28,206			54,470			57,087
Operating income		36,395			29,378			68,756			55,146
Interest expense, net		(27,846	)		(23,404	)		(54,864	)		(46,853	)
Loss on early extinguishment of debt		(2,908	)		-			(2,908	)		-
Gain (loss) on derivatives, net		420			(916	)		362			4,061
Other expense		(1,511	)		(1,011	)		(2,887	)		(2,039	)
Net income	$	4,550		$	4,047		$	8,459		$	10,315
Dividend to preferred member		4,500			4,500			9,000			9,000
Net income (loss) applicable to member	$	50		$	(453	)	$	(541	)	$	1,315
The accompanying notes to the unaudited financial
statements are an integral part of these statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenues	$	246,132		$	236,789		$	486,085		$	469,342
Costs and expenses:
Service costs (exclusive of depreciation and amortization)		101,305			94,397			201,530			188,387
Selling, general and administrative expenses		44,863			45,421			88,638			89,523
Management fee expense		4,750			4,300			9,500			8,600
Depreciation and amortization		35,933			39,678			72,126			78,691
Operating income		59,281			52,993			114,291			104,141
Interest expense, net		(23,833	)		(24,713	)		(47,735	)		(47,674	)
Gain on derivatives, net		3,391			5,546			6,051			11,097
Loss on early extinguishment of debt		—			(300	)		—			(300	)
Other expense, net		(318	)		(449	)		(536	)		(853	)
Net income	$	38,521		$	33,077		$	72,071		$	66,411
Dividend to preferred members (Note 7)		(4,500	)		(4,500	)		(9,000	)		(9,000	)
Net income applicable to member	$	34,021		$	28,577		$	63,071		$	57,411

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

~~Table of contents~~MEDIACOM BROADBAND LLC AND SUBSIDIARIES

MEDIACOM BROADBAND LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All dollar amounts in thousands)
(Unaudited)
	Six Months Ended
	June 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	8,459		$	10,315
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		54,470			57,087
Gain on derivatives, net		(362	)		(4,061	)
Loss on early extinguishment of debt		1,908			-
Amortization of deferred financing costs		1,512			1,117
Share-based compensation		488			90
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable, net		(1,391	)		(1,956	)
Prepaid expenses and other assets		(14,668	)		(13,542	)
Accrued liabilities		536			8,940
Deferred revenue		1,859			714
Other non-current liabilities		(1,346	)		(160	)
Net cash flows provided by operating activities		51,465			58,544
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(49,441	)		(53,352	)
Net cash flows used in investing activities		(49,441	)		(53,352	)
CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings		894,000			200,750
Repayment of debt		(665,678	)		(188,156	)
Financing costs		(198	)		-
Capital contribution		3,040			-
Dividend payments on preferred members' interest		(9,000	)		(9,000	)
Return of capital to parent		(172,500	)		-
Dividend payments to parent		(43,331	)		(10,863	)
Net cash flows provided by (used in) financing activities		6,333			(7,269	)
Net increase (decrease) in cash and cash equivalents		8,357			(2,077	)
CASH AND CASH EQUIVALENTS, beginning of period		7,142			9,130
CASH AND CASH EQUIVALENTS, end of period	$	15,499		$	7,053
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	56,988		$	45,944
The accompanying notes to the unaudited financial
statements are an integral part of these statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Six Months Ended
	June 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	72,071		$	66,411
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization		72,126			78,691
Gain on derivatives, net		(6,051	)		(11,097	)
Loss on early extinguishment of debt		—			300
Amortization of deferred financing costs		3,477			2,790
Changes in assets and liabilities:
Accounts receivable, net		(7,263	)		(3,628	)
Accounts receivable - affiliates		—			4,444
Prepaid expenses and other assets		(4,707	)		(3,086	)
Accounts payable, accrued expenses and other current liabilities		7,813			6,219
Accounts payable - affiliates		8,429			8,546
Deferred revenue		1,201			339
Other non-current liabilities		—			(2	)
Net cash flows provided by operating activities	$	147,096		$	149,927

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	$	(75,230	)	$	(66,744	)
Change in accrued property, plant and equipment		2,171			2,563
Proceeds from sale of assets		63			—
Acquisition of other intangible assets		(1,559	)		—
Net cash flows used in investing activities	$	(74,555	)	$	(64,181	)

CASH FLOWS FROM FINANCING ACTIVITIES:
New borrowings of bank debt	$	114,750		$	642,500
Repayment of bank debt		(174,750	)		(902,500	)
Issuance of senior notes		—			200,000
Dividend payments on preferred members’ interest (Note 7)		(9,000	)		(9,000	)
Capital distributions to parent (Note 8)		—			(4,100	)
Financing costs		—			(10,401	)
Other financing activities		(1,038	)		(947	)
Net cash flows used in financing activities	$	(70,038	)	$	(84,448	)
Net increase in cash		2,503			1,298
CASH, beginning of period		9,452			11,237
CASH, end of period	$	11,955		$	12,535

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest, net of amounts capitalized	$	44,293		$	42,012

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

Table of contents

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

~~Mediacom Broadband~~Basis ~~LLC~~of ~~(“Mediacom~~Preparation Broadband,” and collectively with its subsidiaries, the “Company”), a Delaware limited liability company wholly-owned by Mediacom Communications Corporation (“MCC”), is involved in the acquisition and operation of ~~cable~~Unaudited ~~systems~~Consolidated ~~serving~~Financial ~~smaller cities and towns in the United States.~~ Statements

~~The Company~~Mediacom ~~has~~Broadband ~~prepared~~LLC ~~these~~(“Mediacom ~~unaudited~~Broadband,” ~~consolidated~~and ~~financial~~collectively ~~statements in accordance~~ with ~~the~~its ~~rules~~subsidiaries, ~~and~~“we,” ~~regulations~~“our” ofor ~~the Securities and Exchange Commission (the~~ “~~SEC~~us”). Inis ~~the~~a ~~opinion~~Delaware oflimited ~~management,~~liability ~~such~~company ~~statements~~wholly-owned ~~include all~~by ~~adjustments,~~Mediacom ~~consisting~~Communications ofCorporation ~~normal~~(“MCC”). ~~recurring~~MCC ~~accruals~~is ~~and~~involved ~~adjustments, necessary~~in ~~for~~the aacquisition ~~fair~~and ~~presentation~~operation of ~~the~~cable ~~Company’s~~systems ~~consolidated~~serving ~~results~~smaller ~~of operations~~cities and ~~financial~~towns ~~position~~in ~~for~~ the ~~interim~~United ~~periods~~States, ~~presented.~~and ~~The accounting~~its ~~policies~~cable ~~followed~~systems ~~during such interim periods reported~~ are ~~in conformity~~owned ~~with~~and ~~generally~~operated ~~accepted~~through ~~accounting~~our ~~principles~~operating insubsidiaries ~~the United States of America~~ and ~~are consistent with~~ those ~~applied~~of ~~during~~Mediacom ~~annual periods~~LLC, ~~except for the~~a ~~adoption~~New ofYork ~~SFAS~~limited ~~No.~~liability ~~123(R)~~company ~~“Share~~wholly-~~Based Payment”~~owned ~~(“SFAS No.~~by ~~123(R)”), as discussed in Note 8~~MCC. ~~For~~ ~~a summary~~As oflimited ~~the~~liability ~~Company’s~~companies, ~~accounting~~we ~~policies~~ and ~~other~~Mediacom ~~information,~~LLC ~~refer~~are tonot ~~the Company’s~~subject ~~Annual~~to ~~Report~~income ontaxes ~~Form~~and, ~~10-K~~as ~~for the year ended December 31~~such, ~~2005. The results of operations for the interim periods~~ are ~~not~~included ~~necessarily~~in ~~indicative of~~ the ~~results~~consolidated ~~that~~federal ~~might~~and bestate ~~expected~~income ~~for~~tax ~~future~~returns ~~interim~~of ~~periods~~MCC, ora ~~for~~C ~~the full year ending December 31, 2006~~corporation.

~~Mediacom Broadband~~Our ~~relies~~principal onoperating ~~its~~subsidiaries ~~parent,~~conduct ~~MCC,~~all ~~for~~of ~~various~~our ~~services~~consolidated ~~such~~operations ~~as corporate~~ and ~~administrative~~ ~~support.~~own ~~The~~substantially ~~financial~~all ~~position, results~~ of ~~operations~~our ~~and~~consolidated ~~cash flows~~assets. ofOur ~~Mediacom~~operating ~~Broadband~~subsidiaries ~~could~~are ~~differ~~separate ~~from~~and ~~those~~distinct ~~that~~legal ~~would~~entities and have ~~resulted had Mediacom~~no ~~Broadband~~obligation, ~~operated~~contingent ~~autonomously~~ or asotherwise, anto ~~entity~~make ~~independent~~funds ~~of MCC~~available to us.

~~Mediacom Broadband~~We ~~Corporation~~have prepared these unaudited consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (~~“Broadband~~the ~~Corporation~~“SEC”),. aIn ~~Delaware~~the ~~corporation wholly-owned~~opinion byof ~~Mediacom~~management, ~~Broadband~~such statements include all adjustments, ~~co-issued~~consisting of normal recurring accruals and adjustments, ~~jointly~~necessary for a fair presentation of our consolidated results of operations and ~~severally~~financial ~~with Mediacom~~position ~~Broadband,~~for ~~public~~the ~~debt~~interim ~~securities~~periods presented. ~~Broadband~~The ~~Corporation~~accounting ~~has~~policies ~~no operations,~~followed ~~revenues~~during orsuch ~~cash~~interim ~~flows~~periods ~~and~~reported ~~has~~are noin ~~assets,~~conformity ~~liabilities~~with ~~or stockholders’~~generally ~~equity~~accepted onaccounting ~~its~~principles ~~balance~~in ~~sheet,~~the ~~other~~United ~~than~~States of America and are consistent with those applied during annual periods. For a ~~one-hundred~~summary ~~dollar receivable~~of ~~from~~our anaccounting ~~affiliate~~policies and ~~the~~other ~~same~~information, ~~dollar~~refer ~~amount~~to ofour ~~common~~Annual ~~stock~~Report on ~~its consolidated~~ ~~balance~~Form ~~sheets.~~10-K ~~Therefore~~for the year ended December 31, ~~separate~~2014. ~~financial~~The ~~statements~~results ~~have~~ of operations for the interim periods are not ~~been~~ ~~presented~~necessarily indicative of the results that might be expected for ~~this~~future ~~entity~~interim periods or for the full year ending December 31, 2015.

~~Allowance~~ 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 ~~Doubtful~~this ~~Accounts~~entity.

~~The allowance~~Franchise ~~for~~fees ~~doubtful~~imposed ~~accounts~~by ~~represents~~local ~~the~~governmental ~~Company’s~~authorities ~~best~~are ~~estimate~~collected ~~of probable~~on ~~losses~~a inmonthly ~~the~~basis ~~accounts~~from ~~receivable~~our ~~balance.~~customers ~~The~~and ~~allowance~~are isperiodically ~~based on the~~remitted ~~number~~to ofthe ~~days~~local ~~outstanding,~~governmental ~~customer~~authorities. ~~balances,~~Because ~~historical~~franchise ~~experience~~fees ~~and other~~are ~~currently~~our ~~available~~obligation, ~~information.~~we ~~During~~present ~~the~~them ~~three~~on ~~months~~a ~~ended~~gross ~~June~~basis ~~30, 2006,~~with ~~the~~a ~~Company~~corresponding ~~revised~~operating ~~its~~expense. ~~estimate~~Franchise offees ~~probable~~reported ~~losses~~on ina ~~the~~gross ~~accounts receivable~~basis ofamounted ~~its~~to ~~video,~~$5.9 ~~data~~million and ~~phone businesses to better reflect historical collection experience~~$5.8 ~~The~~million ~~change~~for inthe ~~estimate~~three ~~resulted~~months inended aJune 30, ~~benefit~~2015 toand ~~the consolidated~~2014, ~~statement~~respectively ofand ~~operations~~$11.8 ofmillion and $011.56 million for the ~~three and~~ six months ended June 30, ~~2006.~~2015 and 2014, respectively.

~~Reclassifications~~2. RECENT ACCOUNTING PRONOUNCEMENTS

~~Certain reclassifications~~In ~~have~~May ~~been~~2014, ~~made~~the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”) - Revenue from Contracts with Customers. The guidance states that an entity should recognize revenue to ~~prior~~depict ~~year~~the ~~amounts~~transfer of promised goods or services to ~~conform~~customers in an amount that reflects the consideration to which the ~~current~~ entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance supersedes most industry-specific guidance, including Statement of Financial Accounting Standards No. 51 – Financial Reporting by Cable Television Companies. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In July 2015, the FASB deferred the effective date by one year’s ~~presentation~~(effective for annual reporting periods beginning after December 15, 2017). The FASB is permitting early adoption of the updated accounting guidance, but not before the original effective date of December 15, 2016. We have not completed our evaluation of this new guidance to determine its impact on our financial statements, financial disclosures and our method of adoption.

2In April 2015, the FASB issued ASU No. ~~RECENTLY~~ 2015-03 ~~ISSUED~~- ~~ACCOUNTING~~Interest—Imputation ~~PRONOUNCEMENTS~~of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The purpose of this guidance is to simplify the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For public business entities, the amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be

In February 2006, the FASB issued FASB Statement No. 155, “Accounting for Certain Hybrid Financial Instruments, Amendment of FASB Statement No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS No. 140”). SFAS No. 155 gives entities the option of applying fair value accounting to certain hybrid financial instruments in their entirety if they contain embedded derivatives that would otherwise require bifurcation under SFAS No. 133. SFAS No. 155 will be effective as of January 1, 2007 and the Company does not believe that the adoption will have a material impact on its consolidated financial condition or results of operations.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets - an Amendment of FASB Statement No 140.” SFAS No 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for all transactions in fiscal years beginning after September 15, 2006. The Company does not expect the adoption of SFAS No. 156 will have a material impact on its Consolidated Financial Condition or results of operations.

~~Table~~ adjusted to reflect the period-specific effects of ~~contents~~ applying the new guidance. We expect to reclassify approximately $28.1 million from other assets, net to long-term debt as a result of this new guidance (based upon amounts as of June 30, 2015).

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

~~NOTES TO~~3. ~~CONSOLIDATED~~FAIR ~~FINANCIAL STATEMENTS~~VALUE

3The tables below set forth our financial assets and liabilities measured at fair value on a recurring basis using a market-based approach. ~~PROPERTY~~ Our financial assets and liabilities, ~~PLANT~~all ~~AND~~of ~~EQUIPMENT~~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:

~~Property, plant~~· ~~and~~Level ~~equipment~~1 ~~consisted~~— ofQuoted ~~the~~market ~~following~~prices ~~(dollars~~ in ~~thousands):~~ active markets for identical assets or liabilities.

	June 30,			December 31,
	2006			2005
Cable systems, equipment and subscriber devices	$	1,091,280		$	1,047,978
Vehicles		34,256			33,908
Buildings and leasehold improvements		24,559			24,487
Furniture, fixtures and office equipment		13,826			12,576
Land and land improvements		4,576			4,577
		1,168,497			1,123,526
Accumulated depreciation		(454,305	)		(405,316	)
Property, plant and equipment, net	$	714,192		$	718,210

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

~~4. ACCRUED~~· ~~LIABILITIES~~Level 3 — Unobservable inputs that are not corroborated by market data.

Accrued liabilities consisted of the following (dollars in thousands):

	Fair Value as of June 30, 2015
	Level 1		Level 2		Level 3		Total
Assets
Interest rate exchange agreements	$	—	$	2,992	$	—	$	2,992
Liabilities
Interest rate exchange agreements	$	—	$	7,990	$	—	$	7,990

	June 30,		December 31,
	Fair Value as of December 31, 2014
	2006		2005
	Level 1			Level 2		Level 3		Total
Accrued programming costs	$	29,594	$	32,486
Assets
Accrued interest		26,929		29,732
Interest rate exchange agreements	$	—		$	—	$	—	$	—
Other accrued expenses		19,524		18,519
Liabilities
Accrued taxes and fees		17,539		16,005
Interest rate exchange agreements	$	—		$	11,049	$	—	$	11,049
Accrued payroll and benefits		13,304		11,917
Accrued property, plant and equipment		7,593		6,869
Accrued telecommunications costs		7,029		5,447
	$	121,512	$	120,975

5The 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. ~~DEBT~~ 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.

~~Debt consisted~~As of ~~the~~June 30, ~~following~~2015, ~~(dollars~~we recorded a long-term asset in ~~thousands):~~other assets, net, of $3.0 million and a current liability in accounts payable, accrued expenses and other current liabilities of $8.0 million. As of December 31, 2014, we recorded a current liability in accounts payable, accrued expenses and other current liabilities of $11.0 million and there was no long-term asset. As of both June 30, 2015 and December 31, 2014, there was no current asset or long-term liability.

	June 30,		December 31,
	2006		2005
Bank credit facilities	$	1,045,250	$	816,250
11% senior notes due 2013		400,000		400,000
8 1/2% senior notes due 2015		200,000		200,000
Capital lease obligations		1,443		2,120
	$	1,646,693	$	1,418,370
Less: current portion		454,028		43,858
Total long-term debt	$	1,192,665	$	1,374,512

As a result of the changes in the mark-to-market valuations on our interest rate swaps, we recorded a net gain on derivatives of $3.4 million and $5.5 million for the three months ended June 30, 2015 and 2014, respectively, and a net gain on derivatives of $6.1 million and $11.1 million for the six months ended June 30, 2015 and 2014, respectively.

~~Table of contents~~4. PROPERTY, PLANT AND EQUIPMENT

~~MEDIACOM BROADBAND~~Property, ~~LLC~~plant ~~AND~~and ~~SUBSIDIARIES~~equipment consisted of the following (dollars in thousands):

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	June 30,			December 31,
	2015			2014
Cable systems, equipment and customer devices	$	2,200,927		$	2,143,668
Furniture, fixtures and office equipment		42,295			42,278
Vehicles		40,617			40,362
Buildings and leasehold improvements		35,099			34,720
Land and land improvements		7,908			7,998
Property, plant and equipment, gross	$	2,326,846		$	2,269,026
Accumulated depreciation		(1,547,698	)		(1,493,705	)
Property, plant and equipment, net	$	779,148		$	775,321

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

~~On May~~Accounts 5payable, ~~2006,~~ ~~the~~accrued ~~Company, refinanced~~expenses ~~a $495.0 million term loan with a new term loan in the amount of $800.0 million. The new term loan consists of two tranches: (i) a $550.0 million term loan which was funded on May 5, 2006;~~ and ~~(ii)~~other acurrent ~~$250.0~~liabilities ~~million delayed-draw~~consisted ~~term loan (the "Delayed Draw Term Loan”). Borrowings under the new term loan bear interest at a rate that is 0.25% less than the interest rate~~ of the ~~term~~following ~~loan~~(dollars ~~that it replaced. The new term loan matures~~ in ~~January 2015, whereas the term loan it replaced had a maturity of February 2014.~~thousands):

On June 29, 2006, borrowings under the Delayed-Draw Term Loan were used as follows: (i) to make a distribution to MCC to allow it to repay $172.5 million of its 5.25% convertible senior notes due July 1, 2006; (ii) to repay amounts outstanding under the revolving credit portion of the Company’s subsidiary credit facility; and (iii) for working capital purposes.

	June 30,		December 31,
	2015		2014
Accounts payable - trade	$	28,699	$	33,474
Accrued programming costs		27,327		25,680
Accrued taxes and fees		20,209		15,072
Accrued payroll and benefits		16,934		14,514
Advance customer payments		12,697		9,387
Liabilities under interest rate exchange agreements		7,990		11,049
Accrued service costs		7,604		7,922
Accrued interest		7,416		7,451
Accrued property, plant and equipment		6,072		3,901
Bank overdrafts ⁽¹⁾		3,972		5,025
Accrued telecommunications costs		1,066		754
Other accrued expenses		10,480		10,366
Accounts payable, accrued expenses and other current liabilities	$	150,466	$	144,595

~~The Company~~(1) ~~recorded~~Bank inoverdrafts ~~its~~represent ~~consolidated~~outstanding ~~statement~~checks in excess of ~~operations~~funds ~~for~~on ~~the~~deposit ~~three and six~~at ~~months~~our ~~ended~~disbursement ~~June~~accounts. ~~30,~~We ~~2006~~transfer afunds ~~loss~~from onour ~~early~~depository ~~extinguishment~~accounts ofto ~~debt~~our disbursement accounts upon daily notification of ~~$2.9 million,~~checks ~~representing~~presented $1for payment.0 ~~million~~Changes ofin bank ~~fees~~overdrafts ~~and~~are ~~the~~reported ~~write-off~~in of“other ~~$1.9 million~~financing ofactivities” ~~unamortized~~in ~~deferred~~our ~~financing~~Consolidated ~~costs~~Statements of Cash Flows.

~~The average interest rates on outstanding debt under the bank credit facility as of June 30, 2006 and 2005, were~~ 6.~~2% and 5.0%, respectively,~~ before giving effect to the interest rate exchange agreements discussed below. As of June 30, 2006, the Company had unused credit commitments of approximately $617.9 million under its bank credit facility, of which $480.0 million could be borrowed and used for general corporate purposes based on the terms and conditions of the Company’s debt arrangements. The Company was in compliance with all covenants under its debt arrangements as of June 30, 2006.DEBT

~~As of June~~Outstanding ~~30,~~debt ~~2006,~~consisted ~~approximately $11.3 million letters~~ of ~~credit~~the ~~were~~following ~~issued~~(dollars ~~to various~~in ~~parties as collateral for our performance relating primarily to insurance and franchise requirements.~~thousands):

11% Senior Notes

	June 30,		December 31,
	2015		2014
Bank credit facility	$	1,397,000	$	1,457,000
5½% senior notes due 2021		200,000		200,000
6⅜% senior notes due 2023		300,000		300,000
Total debt	$	1,897,000	$	1,957,000
Less: current portion		13,500		13,500
Total long-term debt, less current portion	$	1,883,500	$	1,943,500

On June 16, 2006, the Company notified the holders of the 11% Notes that they would be redeemed. On July 17, 2006, the Company redeemed all of the outstanding 11% Notes. The redemption price was $422.0 million, consisting of $400.0 million of principal and $22.0 million of redemption premium. The accrued interest paid was $22.2 million. The Company funded the redemption with: (i) a $335.0 million borrowing under the revolving credit portion of its subsidiary credit facility; (ii) a $100.0 million equity contribution from MCC; and (iii) available cash. As of June 30, 2006, after giving effect to the redemption, the Company had unused revolving credit commitments of $282.9 million, of which $145.0 million could be borrowed and used for general corporate purposes based on the terms and conditions of the Company’s debt arrangements.

Interest Rate Exchange Agreements

The Company uses interest rate exchange agreements in order to fix the interest rate on its floating rate debt. As of June 30, 2006, the Company had interest rate exchange agreements with various banks pursuant to which the interest rate on $400.0 million is fixed at a weighted average rate of approximately 3.4%. In June 2006, the Company entered into forward interest rate exchange agreements that fixed interest rates at a weighted average of approximately 5.3% on $300.0 million of floating rate debt for three years, commencing on September 29, 2006 and December 29, 2006 in the amounts of $100.0 million and $200.0 million, respectively. These have been accounted for on a mark-to-market basis for the three months ended June 30, 2006. The Company’s interest rate exchange agreements are scheduled to expire in the amounts of $250.0 million, $150.0 million and $300.0 million during the years ended December 31, 2006, 2007 and 2009, respectively.

6. PREFERRED MEMBERS’ INTERESTS

Mediacom LLC, a wholly-owned subsidiary of MCC, has a $150.0 million preferred equity investment in the Company as of June 30, 2006. The preferred equity investment has a 12% annual dividend, payable quarterly in cash. During the three months ended June 30, 2006 and 2005, the Company paid $4.5 million and $4.5 million, respectively, in cash dividends on the preferred equity. During the six months ended June 30, 2006 and 2005, the Company paid $9.0 million and $9.0 million, respectively, in cash dividends on the preferred equity.

~~Table of contents~~Bank Credit Facility

~~MEDIACOM BROADBAND~~As ~~LLC~~of ~~AND~~June 30, ~~SUBSIDIARIES~~2015, we maintained a $1.583 billion bank credit facility (the “credit facility”), comprising:

~~NOTES TO~~· ~~CONSOLIDATED~~$256.0 ~~FINANCIAL STATEMENTS~~million of revolving credit commitments, which expire on October 10, 2019;

7· $194. ~~MEMBERS’~~5 ~~EQUITY~~million of outstanding borrowings under Term Loan G, which mature on January 20, 2020;

~~On June 29,~~· ~~2006, MCC made a~~ $3588.0 million ~~equity~~of ~~contribution~~outstanding toborrowings ~~the~~under ~~Company.~~Term OnLoan ~~June 29~~H, ~~2006,~~which ~~the~~mature ~~Company made a $172.5 million distribution as a return of capital to MCC that was financed with a drawdown~~ on ~~the~~January ~~revolving credit portion of its subsidiary credit facility and available cash. In addition~~29, ~~the Company paid dividends of $43.3 million to MCC primarily to fund MCC’s common stock repurchase program.~~2021;

8· $247. ~~SHARE-BASED~~5 ~~COMPENSATION~~million of outstanding borrowings under Term Loan I, which mature on June 30, 2017; and

~~Effective January~~· ~~1, 2006, the Company adopted SFAS No~~$297.0 ~~123(R)~~million using the modified prospective method. SFAS No. 123(R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123) and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25). SFAS No. 123(R) requires the cost of ~~all~~outstanding ~~share-based~~borrowings ~~payments~~under ~~to employees,~~Term ~~including~~Loan ~~grants of employee stock options~~J, towhich bemature ~~recognized in the financial statements based~~ on ~~their~~June ~~fair values at the grant date~~30, ~~or the date of later modification, over the requisite service period~~2021. In addition, SFAS 123(R) requires unrecognized cost, based on the amounts previously disclosed in the Company’s pro forma footnote disclosure, related to options vesting after the date of initial adoption to be recognized in the financial statements over the remaining requisite service period. All share-based payments are in the form of equity securities of MCC.

~~Under this~~As ~~method, prior periods are not restated and the amount~~ of ~~compensation cost recognized includes (i) compensation cost for all share-based payments granted prior to~~June 30, ~~but not yet vested as of January 1~~2015, ~~2006,~~we ~~based~~had on$175.6 ~~the~~million ~~grant date fair value estimated in accordance with the provisions~~ of ~~SFAS~~unused ~~No.~~revolving ~~123~~credit commitments, ~~and (ii) compensation cost for~~ all ~~share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions~~ of ~~SFAS No. 123(R). The Company uses the Black-Scholes option pricing model~~ which ~~requires~~were ~~extensive~~available ~~use~~to ofbe ~~accounting~~borrowed ~~judgment~~ and ~~financial estimates,~~used ~~including~~for ~~estimates~~general ofcorporate ~~the expected term employees will retain their vested stock options before exercising them~~purposes, ~~the~~after ~~estimated~~giving ~~volatility~~effect ~~of the Company’s stock price over the expected term, and the number of options that will be forfeited prior~~ to ~~the completion of their vesting requirements~~$70. ~~Application~~0 ofmillion ~~alternative assumptions could produce significantly different estimates~~ of ~~the~~outstanding ~~fair~~loans ~~value of share-based compensation~~ and ~~consequently,~~$10.4 ~~the related~~million ~~amounts recognized in the consolidated statements~~ of ~~operations.~~letters ~~The provisions~~ of ~~SFAS~~credit ~~No. 123(R) apply to new stock awards and stock awards outstanding, but not yet vested, on the effective date. In March 2005, the SEC~~ issued ~~Staff~~thereunder ~~Accounting Bulletin (“SAB 107”) relating~~ to ~~SFAS~~various ~~No.~~parties ~~123(R).~~as ~~The Company has applied the provisions of SAB No~~collateral. ~~107 in its adoption.~~

~~Impact~~ The credit facility is collateralized by our ownership interests in our operating subsidiaries and is guaranteed by us on a limited recourse basis to the extent of such ownership interests. As of June 30, 2015, the ~~Adoption~~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 ~~SFAS~~no ~~123~~more than 5.0 to 1.0 and an interest coverage ratio (Ras defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through June 30, 2015, our operating subsidiaries were in compliance with all covenants under the credit agreement.

~~Upon adoption~~Interest ofRate SFAS 123(R), the Company recognizes share-based compensation expenses associated with share awards on a straight-line basis over the requisite service period using the fair value method. The incremental share-based compensation expense recognized due to the adoption of SFAS 123(R) was $0.1 million for the three months ended June 30, 2006 and $0.4 million for the six months ended June 30, 2006. Compensation cost related to restricted stock units was recognized before the implementation of SFAS No. 123(R). Results for prior periods have not been restated.Swaps

~~Total share~~We have entered into several interest rate swaps to fix the variable rate on a portion of our borrowings under the credit facility to reduce the potential volatility in our interest expense that may result from changes in market interest rates. Our interest rate swaps have not been designated as hedges for accounting purposes, and have been accounted for on a mark-~~based~~to-market ~~compensation~~basis as of, and for the three and six months ~~periods~~ ended, June 30, ~~2006,~~ ~~were~~2015 asand ~~follows (amounts in thousands):~~2014.

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2006			2006
Share-based compensation expense by type of award:
Employee stock options	$ 105			$ 222
Employee stock purchase plan		(13	)		110
Restricted stock units		95			156
Total share-based compensation expense	$	187		$	488

As of June 30, 2015, we had interest rate swaps that fixed the variable rate portion of $500 million of borrowings at 2.6%, all of which are scheduled to expire during December 2015. As of the same date, we also had forward starting interest rate swaps that will fix the variable rate portion of $500 million of borrowings at 1.5% for a three year period commencing December 2015.

As ~~required~~ byof ~~SFAS~~June 30, ~~No. 123(R)~~2015, the ~~Company~~weighted ~~made~~average aninterest ~~estimate~~rate ofon ~~expected forfeitures~~outstanding ~~and~~borrowings isunder ~~recognizing~~the ~~compensation~~credit ~~costs~~facility, ~~only~~including ~~for~~the ~~those equity awards expected to vest. The cumulative~~ effect of ~~initially~~our ~~adopting~~interest ~~SFAS~~rate ~~No.~~swaps, ~~123(R)~~ was ~~not material~~4. ~~The total future compensation cost related to unvested share-based awards that are expected to vest was $~~1%.~~0 million as of June 30, 2006, which will be recognized over a weighted average period of 1.9 years.~~

Senior Notes

As of June 30, 2015, we had $500 million of outstanding senior notes, comprising $200 million of 5½% senior notes due April 2021 and $300 million of 6 ⅜% senior notes due April 2023. Our senior notes are unsecured obligations, and the indentures governing our senior notes (the “indentures”) limit the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indentures) of 8.5 to 1.0. For all periods through June 30, 2015, we were in compliance with all covenants under the indentures.

Other Assets

As of June 30, 2015 and December 31, 2014, other assets, net, substantially comprised of financing costs and original issue discount (“OID”) incurred to raise debt, which are deferred and amortized through interest expense over the scheduled term of such debt issuances. OID, as recorded in other assets, net, was $7.8 million and $8.7 million as of June 30, 2015 and December 31, 2014, respectively.

Debt Ratings

MCC’s corporate credit ratings are Ba3 by Moody’s and BB- by Standard and Poor’s (“S&P”), and our senior unsecured ratings are B2 by Moody’s and B by S&P, all with stable outlooks. There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indentures that are based on changes in our credit rating assigned by any rating agency.

~~Table of contents~~Fair Value

~~NOTES TO~~The ~~CONSOLIDATED~~fair ~~FINANCIAL~~values ~~STATEMENTS~~of our senior notes and outstanding debt under the credit facility (which were calculated based upon market prices of such issuances in an active market when available) were as follows (dollars in thousands):

Pro forma Information for Periods Prior to the Adoption of SFAS No. 123(R)

	June 30,		December 31,
	2015		2014
5½% senior notes due 2021	$	196,000	$	202,000
6⅜% senior notes due 2023		301,500		309,000
Total senior notes	$	497,500	$	511,000
Bank credit facility	$	1,390,313	$	1,426,126

~~Prior to January 1, 2006, the Company accounted for share-based compensation in accordance with APB No~~7. ~~25,~~PREFERRED asMEMBERS’ permitted by SFAS No. 123, and accordingly did not recognize compensation expense for stock options with an exercise price equal to or greater than the market price of the underlying stock at the date of grant. Had the fair value method prescribed by SFAS No. 123 been applied, the effect on net loss would have been as follows for the three months ended June 30, 2005 (dollars in thousands):INTEREST

	Three Months Ended			Six Months Ended
	June 30,			June 30,
	2005			2005
Net income as reported	$	4,047		$	10,315
Add: Total share-based compensation expense
included in net income as reported above		64			90
Deduct: Total share-based compensation expense determined
under fair value based method for all awards		(205	)		(477	)
Pro forma net income	$	3,906		$	9,928

In July 2001, we received a $150.0 million preferred membership investment from the operating subsidiaries of Mediacom LLC, which has a 12% annual dividend, payable quarterly in cash. We paid $4.5 million in cash dividends on the preferred membership interest during each of the three months ended June 30, 2015 and 2014, and $9.0 million during each of the six months ended June 30, 2015 and 2014.

~~Valuation Assumptions~~8. MEMBER’S EQUITY (DEFICIT)

As ~~required~~ bya ~~SFAS~~wholly-owned ~~No.~~subsidiary ~~123(R), the Company estimated the fair value~~ of ~~stock options~~MCC, ~~using~~our ~~the~~business ~~Black-Scholes~~affairs, ~~valuation~~including ~~model~~our ~~and~~financing ~~the~~decisions, ~~straight-line attribution~~are ~~approach~~directed ~~with~~by ~~the~~MCC. ~~following~~See ~~weighted~~Note ~~average assumptions:~~9.

	Employee Stock Option Plans						Employee Stock Purchase Plans
	Three and Six Months Ended						Three and Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Dividend yield		0	%		0	%		0	%		0	%
Expected volatility		56.0	%		45.0	%		33.0	%		45.0	%
Risk free interest rate		4.7	%		3.9	%		4.8	%		3.7	%
Expected option life (in years)		4.3			6.0			0.5			0.5
Forfeiture rate		14.0	%		14.0	%		-			-

Capital contributions from parent and capital distributions to parent are reported on a gross basis in the Consolidated Statements of Cash Flows. We made capital distributions to parent in cash of $4.1 million and no capital contributions were received from parent during the six months ended June 30, 2014. There were no capital contributions from parent or capital distributions to parent during the six months ended June 30, 2015.

~~MCC does not expect to declare dividends~~9. ~~Expected~~RELATED ~~volatility~~PARTY is based on a combination of implied and historical volatility of MCC’s Class A common stock. The Company used historical data and other factors to estimate the option life of the share-based payments granted. For the six months ended June 30, 2006, the Company elected the simplified method in accordance with SAB 107 to estimate the option life of share-based awards. The risk free interest rate is based on the U.S. Treasury yield in effect at the date of grant. The forfeiture rate is based on trends in actual option forfeitures.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 to receive management fees in an amount not to exceed 4.0% of the annual gross operating revenues of our operating subsidiaries, and is also entitled to the reimbursement of all expenses necessarily incurred in its capacity as manager. MCC charged us management fees of $4.8 million and $4.3 million for the three months ended June 30, 2015 and 2014, respectively, and $9.5 million and $8.6 million for the six months ended June 30, 2015 and 2014, 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 will not have a material adverse effect on our consolidated financial position, results of operations, cash flows or business.

11. GOODWILL AND OTHER INTANGIBLE ASSETS

In accordance with 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 cable franchise rights and goodwill are indefinite-lived assets and therefore not amortizable.

~~Table~~ We last evaluated the factors surrounding our Mediacom Broadband reporting unit as of ~~contents~~ October 1, 2014 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.

~~MEDIACOM BROADBAND~~Because ~~LLC~~we ~~AND~~believe ~~SUBSIDIARIES~~there has not been a meaningful change in the long-term fundamentals of our business during the first six months of 2015, we determined that there has been no triggering event under ASC 350 and, as such, no interim impairment test was required as of June 30, 2015.

~~NOTES TO~~During ~~CONSOLIDATED~~the ~~FINANCIAL~~six ~~STATEMENTS~~months ended June 30, 2015, we acquired various intellectual property rights for approximately $1.6 million, which are recorded in other assets, net.

Stock Option Plan

In April 2003, MCC’s Board of Directors adopted MCC’s 2003 Incentive Plan, or the “2003 Plan,” which amended and restated MCC’s 1999 Stock Option Plan and incorporated into the 2003 Plan options that were previously granted outside the 1999 Stock Option Plan. The 2003 Plan was approved by MCC’s stockholders in June 2003. The 2003 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted shares, and other share-based awards, in addition to annual incentive awards.

The following table summarizes the activity of the 2003 Plan for the six months ended June 30, 2006:

						Weighted Average
						Remaining
						Contractual
				Weighted Average		Term
	Shares			Exercise Price		(in years)
Outstanding at January 1, 2006		508,425		$	10.56
Granted		30,000			5.66
Exercised		-			-
Forfeited		(6,635	)		11.96
Expired		-			-
Outstanding at June 30, 2006		531,790		$	10.22		6.0
Exercisable at June 30, 2006		351,392		$	11.08		6.0

The weighted average fair value at the date of grant of a Class A common stock option granted under the 2003 Plan during the six months ended June 30, 2006 and 2005 was $5.66 and $5.42, respectively.

The following table summarizes information concerning stock options outstanding as of June 30, 2006:

Options Outstanding

Options Exercisable

Weighted

Average

Range of

Number of

Remaining

Weighted

Aggregate

Number of

Remaining

Weighted

Aggregate

Exercise

Contractual

Average

Intrinsic Value

Contractual

Average

Intrinsic Value

Prices

Outstanding

Life

Exercise Price

(in thousands)

Outstanding

Life

Exercise Price

(in thousands)

$5.00 - $11.96

531,790

6.0

10.22

351,392

6.0

11.08

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on MCC's average stock price of $6.11 per share during the six months ended June 30, 2006, which would have been received by the option holders had all option holders exercised their options as of that date.

~~Table of contents~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~MEDIACOM BROADBAND~~The ~~LLC~~following ~~AND~~discussion ~~SUBSIDIARIES~~should be read in conjunction with our unaudited consolidated financial statements as of, and for the three and six months ended, June 30, 2015 and 2014, and with our annual report on Form 10-K for the year ended December 31, 2014.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units

MCC grants restricted stock units (“RSUs”) to certain employees and directors (“participants”) in MCC Class A common stock. Awards of restricted stock units are valued by reference to shares of common stock that entitle participants to receive, upon the settlement of the unit, one share of common stock for each unit. The awards are subject annual vesting periods not exceeding 4 years from the date of grant. The Company made estimates of expected forfeitures based on historic voluntary termination behaviors and trends of actual RSU forfeitures and is only recognizing compensation costs for equity awards expected to vest. The intrinsic value of outstanding restricted stock units, based on the MCC’s average stock price of $6.11 per share during the six months ended June 30, 2006, is $1.6 million.

The following table summarizes the activity of MCC’s restricted stock unit awards for the six months ended June 30, 2006:

				Weighted
	Number of Non-Vested			Average Grant
	Share Unit Awards			Date Fair Value
Unvested Awards at January 1, 2006		185,100		$	5.48
Granted		94,700			5.72
Awards Vested		(10,025	)		5.69
Forfeited		(1,875	)		5.70
Unvested Awards at June 30, 2006		267,900		$	5.56

Employee Stock Purchase Plan

MCC maintains an employee stock purchase plan (“ESPP”). Under the plan, all employees are allowed to participate in the purchase of MCC’s Class A common stock at 85% of the lower of the fair market value on the first or last day of each six month offering period which expire in March and September of each year. Shares purchased by employees amounted to 65,840 and 60,657 for the six months ended for June 30, 2006 and 2005, respectively. Compensation expense was not recorded on the distribution of these shares in accordance with APB No. 25 for the six months ended June 30, 2005.

9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company, its subsidiaries, MCC and other affiliated companies are involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, cash flows or business.

10. SUBSEQUENT EVENTS

On July 12, 2006, MCC made a $100.0 million equity contribution to the Company.

On July 17, 2006, the Company redeemed all of the outstanding 11% Notes. The redemption price was $422.0 million consisting of $400.0 million of principal and $22.0 million of redemption premium, as well as accrued interest of $22.2 million. The Company funded the redemption with: (i) a $335.0 million borrowing under the revolving credit portion of its subsidiary credit facility; (ii) the aforementioned $100.0 million equity contribution from MCC; and (iii) available cash. As of June 30, 2006, after giving effect to the redemption, the Company had unused revolving credit commitments of $282.9 million, of which $145.0 million could be borrowed and used for general corporate purposes based on the terms and conditions of the Company’s debt arrangements.

Table of contents

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements as of, and for the six months ended, June 30, 2006 and 2005, and with the Company’s annual report on Form 10-K for the year ended December 31, 2005.

Overview

We are a wholly-owned subsidiary of Mediacom Communications Corporation (“MCC”)., ~~Through our~~the ~~interactive~~nation’s ~~broadband~~eighth ~~network,~~largest wecable ~~provide~~company ~~our~~based ~~customers~~on ~~with~~the anumber ~~wide array~~ of ~~broadband~~ ~~products~~video ~~and~~customers. ~~services,~~As ~~including video~~of ~~services~~June 30, ~~such as video-on-demand (“VOD”)~~2015, ~~high-definition~~we ~~television~~served ~~(“HDTV”)~~approximately 494,000 ~~digital~~ video ~~recorders~~ ~~(“DVRs”)~~customers, 585,000 high-speed data ~~access~~ (“HSD”) customers and ~~phone~~228,000 ~~service. Where our~~ phone ~~service is available~~customers, weaggregating ~~offer triple play bundles of video, HSD, and voice~~1.31 million ~~Bundled~~primary ~~products~~service ~~and~~units ~~services offer our subscribers a single provider contact for provisioning, billing and customer care~~(“PSUs”).

~~As of June~~We ~~30,~~offer ~~2006~~video, ~~our~~HSD ~~cable~~and ~~systems~~phone ~~passed~~services anto ~~estimated~~residential ~~1.5~~and ~~million~~small- ~~homes~~to ~~and served~~medium-sized ~~756,000~~business ~~basic~~customers ~~video~~over ~~subscribers.~~our Wehybrid ~~provide~~fiber ~~digital~~and ~~video~~coaxial ~~services~~cable ~~to 286,200~~network. We believe our customers, ~~representing~~prefer athe ~~penetration~~cost savings of ~~37.9%~~the ofbundled ~~our~~services ~~basic~~we ~~subscribers. We~~offer ~~also~~and ~~currently~~the ~~provide~~convenience ~~HSD~~of tohaving ~~285,000~~a ~~customers,~~single ~~representing~~provider acontact ~~penetration of~~for ~~19.5%~~ordering, ofprovisioning, ~~our~~billing ~~estimated~~and ~~homes~~customer ~~passed~~care. We ~~introduced~~also ~~phone~~provide ~~service~~network ~~during the second~~and ~~quarter~~transport ofservices ~~2005~~to medium- and ~~marketed~~large sized businesses, governments, and ~~provided~~educational institutions in our service toareas, ~~1.3~~including ~~million estimated~~cell ~~homes~~tower ~~passed~~backhaul ~~and~~for ~~49,000~~wireless ~~customers~~providers, ~~respectively,~~ asand ofsell ~~June~~advertising 30time to local, ~~2006~~regional and national advertisers.

~~Adjusted operating~~We ~~income~~believe ~~before~~the ~~depreciation~~historically ~~and~~slower ~~amortization~~economic ~~(“Adjusted~~recovery ~~OIBDA”)~~from ~~noted below~~the ~~represents~~recession, ~~operating~~including ~~income~~the ~~before~~uneven ~~depreciation~~gains ~~and~~in ~~amortization~~employment, ~~and non-cash~~consumer ~~share-based~~spending, ~~compensation~~household ~~charges.~~income, ~~Adjusted~~occupied ~~OIBDA~~housing, isand ~~not~~new ahousing ~~financial measure~~starts, ~~calculated~~has inlargely ~~accordance~~contributed ~~with~~to ~~generally~~lower ~~accepted~~sales ~~accounting~~activity ~~principles (“GAAP”)~~for inall ~~the United States~~ of ~~America.~~our ~~However,~~residential ~~Adjusted~~services ~~OIBDA~~in isour ~~one~~markets, ofwhich ~~the primary~~has ~~measures~~negatively ~~used~~impacted ~~by management to evaluate~~ our ~~performance~~residential customer and torevenue ~~forecast future results~~growth. WeWhile ~~believe~~we ~~Adjusted~~expect ~~OIBDA~~improvement isas ~~useful for investors because it enables them to assess our performance in a manner similar to~~ the ~~method~~economy ~~used by management~~strengthens, ~~and provides~~ a ~~measure~~continuation ~~that~~or ~~can~~broadening beof ~~used~~such toeffects ~~analyze,~~may ~~value~~adversely ~~and compare~~impact our ~~performance~~results ~~with~~of ~~other companies in our business~~operations, ~~although~~cash ~~our measure~~flows ~~may~~and ~~not~~financial ~~be directly comparable to similar measures used by other companies~~position. ~~In addition, our debt agreements use Adjusted OIBDA in their covenant calculations.~~

~~Limitations of~~Our ~~this~~residential ~~measure,~~video ~~however,~~service ~~are~~principally ~~that~~competes itwith ~~excludes~~direct ~~depreciation~~broadcast ~~and~~satellite ~~amortization~~(“DBS”) providers, ~~which~~ ~~represents~~that offer video programming substantially similar to ours. Over the ~~periodic~~past ~~costs~~several ofyears, ~~certain~~DBS ~~capitalized~~competitors ~~tangible~~have ~~and intangible~~deployed ~~assets~~aggressive ~~used~~marketing incampaigns, ~~generating~~including ~~revenues~~deeply indiscounted ~~our~~promotional ~~business~~packages, more advanced customer premise equipment and ~~non-cash~~exclusive sports programming, ~~share-based~~ ~~compensation~~which ~~charges.~~we ~~Therefore,~~believe ~~Adjusted~~has ~~OIBDA~~contributed ~~should~~to ~~not~~residential ~~be regarded~~video ascustomer losses. We have placed a ~~substitute~~greater ~~for~~emphasis ~~operating~~on ~~income,~~higher ~~net~~quality ~~income~~customer ~~(loss)~~relationships in our residential services, as we have generally eliminated or ~~net~~reduced ~~cash flows~~tactical ~~provided~~discounts ~~from~~for ~~operating~~customers ~~activities,~~not orlikely ~~other~~to ~~measures~~purchase oftwo ~~performance~~ or ~~liquidity~~ wemore ~~have~~services ~~reported~~or into ~~accordance~~stay with ~~GAAP~~us for an extended period. WeIn ~~believe~~late ~~that~~2013, ~~operating income~~we isintroduced a next generation set-top, with the ~~most~~TiVo ~~directly~~guide, ~~comparable~~which ~~GAAP~~we ~~financial~~believe ~~measure~~has contributed to, ~~Adjusted~~and ~~OIBDA~~will continue to contribute to, reduced residential video customer losses and gains in market share of new connects. ~~Refer~~ If we are unsuccessful with this strategy or we are unable to ~~Note~~offset 8 video customer losses through rate adjustments and greater penetration of our ~~financial~~ ~~statements~~advanced ~~for~~video ~~more~~services, ~~information~~we onmay ~~non-cash,~~experience ~~share-based~~future ~~compensation costs~~annual declines in video revenues.

Our residential HSD service primarily competes with digital subscriber line (“DSL”) services offered by local phone companies. In approximately 12% of our homes passed, these phone companies have upgraded portions of their network to a fiber-to-the-node (“FTTN”) delivery system, allowing them to offer bundles of video, HSD and phone similar to ours. As consumers’ bandwidth requirements rapidly increase, we believe our ability to offer a HSD service with downstream speeds of up to 150 megabits per second gives us a competitive advantage compared to the lower speed DSL service that is our primary competition for HSD customers in most of our footprint. We expect to continue to grow HSD revenues through residential customer growth and more customers taking higher speed HSD tiers.

Our residential phone service mainly competes with substantially comparable phone services offered by local phone companies and cellular phone services offered by national wireless providers. We believe phone revenues may continue to decline if we are unable to offset unit pricing pressure with residential phone customer growth.

Our business services predominantly compete with local phone companies. We have experienced strong growth rates of business services revenues in the past several years, which we believe will continue through small-to medium-sized commercial HSD and phone customer growth. Our cell tower backhaul business, which has contributed to meaningful business services revenue growth in prior years, will likely experience relatively flat revenues in 2015, as certain wireless carriers have delayed some of their network upgrades.

We compete for the sale of advertising against a wide variety of media outlets, including local broadcast stations, national broadcast and cable networks, radio, newspapers, magazines, outdoor displays and Internet sites. Competition has increased and will likely continue to increase as new formats for advertising seek to attract the same advertisers. Due to the strong contributions of political advertising during a national election year in 2014, we have experienced and expect to continue to experience a decline in advertising revenues in 2015.

Historically, video programming has been and continues to be, our single largest expense, and we have experienced substantial increases in video programming costs per video customer, particularly for sports and local broadcast programming, well in excess of the inflation rate or the change in the consumer price index. We believe these expenses will continue to grow at a high single- to low double-digit rate, compared to the prior year, because of the demands of large media conglomerates or other owners of most of the popular cable networks and major local broadcast stations, and of large independent television broadcast groups, that own or control a significant number of local broadcast groups, and in some cases, own, control or otherwise represent multiple stations in the same market. In certain instances where we have been unable to reach an agreement with a programmer prior to the expiration of an existing contract, the programmer has required us to remove their content until we have entered into a new agreement, typically on unfavorable terms to us. Many 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, programmers have created additional networks and migrated popular content, particularly sports programming, to these new networks. As carriage of such networks is generally required to receive a programmer’s full suite of networks and stations, this 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 on Internet advertising. While such growth in programming expenses can be offset, in whole or in part, by rate adjustments, such adjustments may adversely affect video customer retention, and we expect our video gross margins will continue to decline if increases in programming costs outpace any growth in video revenues.

Revenues

Video

Video revenues primarily represent monthly subscription and equipment fees charged to residential customers, which vary according to the level of video service and number of set-tops taken, and revenue from the sale of video-on-demand content and pay-per-view events.

HSD

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

Phone

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

Business Services

Business services revenues primarily represent monthly fees charged to small- to medium-sized customers for commercial video, HSD and phone service, and to medium- to large-sized businesses, governments and educational institutions for enterprise class services, including revenues from cell tower backhaul.

Advertising

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

Costs and Expenses

Service Costs

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

~~Table~~ We believe programming costs, which are generally paid on a per video customer basis, 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 ~~contents~~ 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.

~~Actual Results~~Selling, ofGeneral ~~Operations~~and Administrative Expenses

~~Three Months~~Significant ~~Ended~~selling, ~~June~~general 30and administrative expenses comprise call center, ~~2006~~customer ~~compared~~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 ~~Three~~customer ~~Months~~growth ~~Ended~~and ~~June~~inflationary 30cost increases for personnel, ~~2005~~ outside vendors and other expenses. We anticipate that selling, general and administrative expenses will remain fairly consistent as a percentage of our revenues.

~~The following~~Service ~~table~~costs ~~sets~~and ~~forth the unaudited consolidated statements of operations for the three months ended June 30~~selling, ~~2006~~general and ~~2005~~administrative ~~(dollars~~expenses inexclude ~~thousands~~depreciation and ~~percentage~~ ~~changes~~amortization, ~~that~~which ~~are~~we ~~not~~present ~~meaningful are marked NM):~~separately.

	Three Months Ended
	June 30,
	2006			2005			$ Change			% Change
Revenues	$	169,769		$	154,293		$	15,476			10.0	%
Costs and expenses:
Service costs		66,620			58,669			7,951			13.6	%
Selling, general and administrative expenses		36,520			34,957			1,563			4.5	%
Management fee expense		2,948			3,083			(135	)		(4.4	%)
Depreciation and amortization		27,286			28,206			(920	)		(3.3	%)
Operating income		36,395			29,378			7,017			23.9	%
Interest expense, net		(27,846	)		(23,404	)		(4,442	)		19.0	%
Loss on early extinguishment of debt		(2,908	)		-			(2,908	)		NM
Gain (loss) on derivatives, net		420			(916	)		1,336			NM
Other expense		(1,511	)		(1,011	)		(500	)		49.5	%
Net income	$	4,550		$	4,047		$	503			12.4	%

Management Fee Expense

~~The following~~Management ~~represents~~fee aexpense ~~reconciliation~~reflects ofcompensation ~~Adjusted~~paid ~~OIBDA~~ to ~~operating~~MCC ~~income, which~~for is the ~~most~~performance ~~directly~~of ~~comparable~~services ~~GAAP~~it ~~measure~~provides ~~(dollars~~us in ~~thousands~~accordance ~~and percentage~~with ~~changes~~management ~~that~~agreements ~~are~~between ~~not~~MCC ~~meaningful~~and ~~are~~our ~~marked~~operating ~~NM ):~~subsidiaries.

	Three Months Ended
	June 30,
		2006			2005			$ Change		% Change
Adjusted OIBDA	$	63,868		$	57,648		$	6,220		10.8	%
Non-cash, share-based compensation charges		(187	)		(64	)		(123	)	NM
Depreciation and amortization		(27,286	)		(28,206	)		920		(3.3	%)
Operating income	$	36,395		$	29,378		$	7,017		23.9	%

Capital Expenditures

Capital expenditures 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:

·	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;

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

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

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

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

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

Use of Non-GAAP Financial Measures

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

OIBDA is one of the primary measures used by management to evaluate our performance and to forecast future results. We believe OIBDA is useful for investors because it enables them to assess our performance in a manner similar to the methods used by management, and provides a measure that can be used to analyze value and compare the companies in the cable industry. A limitation of OIBDA, however, is that it excludes depreciation and amortization, which represents the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business. Management uses a separate process to budget, measure and evaluate capital expenditures. In addition, OIBDA may not be comparable to similarly titled measures used by other companies, which may have different depreciation and amortization policies.

~~Table~~ OIBDA should not be regarded as an alternative to operating income or net income as an indicator of ~~contents~~ 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.

Actual Results of Operations

Three and Six Months Ended June 30, 2015 compared to Three and Six Months Ended June 30, 2014

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

	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2015			2014			% Change			2015			2014			% Change
Revenues	$	246,132		$	236,789			3.9	%	$	486,085		$	469,342			3.6	%
Costs and expenses:
Service costs		101,305			94,397			7.3	%		201,530			188,387			7.0	%
Selling, general and administrative expenses		44,863			45,421			(1.2	%)		88,638			89,523			(1.0	%)
Management fee expense		4,750			4,300			10.5	%		9,500			8,600			10.5	%
Depreciation and amortization		35,933			39,678			(9.4	%)		72,126			78,691			(8.3	%)
Operating income		59,281			52,993			11.9	%		114,291			104,141			9.7	%
Interest expense, net		(23,833	)		(24,713	)		(3.6	%)		(47,735	)		(47,674	)		0.1	%
Gain on derivatives, net		3,391			5,546		NM				6,051			11,097		NM
Loss on early extinguishment of debt		—			(300	)	NM				—			(300	)	NM
Other expense, net		(318	)		(449	)	NM				(536	)		(853	)	NM
Net income	$	38,521		$	33,077			16.5	%	$	72,071		$	66,411			8.5	%
OIBDA	$	95,214		$	92,671			2.7	%	$	186,417		$	182,832			2.0	%

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

	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2015			2014			% Change			2015			2014			% Change
OIBDA	$	95,214		$	92,671			2.7	%	$	186,417		$	182,832			2.0	%
Depreciation and amortization		(35,933	)		(39,678	)		(9.4	%)		(72,126	)		(78,691	)		(8.3	%)
Operating income	$	59,281		$	52,993			11.9	%	$	114,291		$	104,141			9.7	%

Revenues

The ~~following~~ ~~table~~tables ~~sets~~below set forth our revenues and selected ~~subscriber,~~ customer and average monthly revenue statistics ~~for the three months ended June 30, 2006 and 2005~~ (dollars in thousands, except per ~~subscriber~~unit ~~and customer~~ data ~~and percentage changes that are not meaningful are marked NM~~):

	Three Months Ended											Six Months Ended
	June 30,											June 30,
	2006		2005			$ Change			% Change
	2015			2014				% Change				2015		2014		% Change
Video	$	~~122~~115,~~584~~310	$	~~117,618~~$	113,641	$	~~4,966~~		1.5	~~4.2~~%	%	$	228,680	$	227,126		0.7	%
Data		31,951		26,612			5,339			20.1	%
HSD		73,095			66,302				10.2	%			143,696		131,061		9.6	%
Phone		415,~~418~~260		-	16,073		~~4,418~~		(5.1	NM%)			30,492		31,922		(4.5	%)
Advertising		10,816		10,063			753			7.5	%
Business services		31,819			28,369				12.2	%			62,417		55,874		11.7	%
	$	169,769	$	154,293		$	15,476			10.0	%
Advertising		10,648			12,404				(14.2	%)			20,800		23,359		(11.0	%)
		Three Months Ended
Total revenues	$	246,132		$	236,789				3.9	%		$	486,085	$	469,342		3.6	%
		June 30,					Increase
Average total monthly revenue per PSU (1)	$	62.75		$	61.78				1.6	%		$	62.58	$	61.50		1.8	%
		2006		2005			(Decrease)			% Change
Basic subscribers		756,000		776,000			(20,000	)		(2.6	%)
Data customers		285,000		235,000			50,000			21.3	%
Phone customers		49,000		-			49,000			NM
Average monthly video revenue per basic subscriber (1)	$	53.49	$	50.15		$	3.34			6.7	%
Average monthly data revenue per data customer (2)	$	37.70	$	38.48		$	(0.78	)		(2.0	%)

(1) ~~Average monthly~~ ~~video~~Represents ~~revenue~~average ~~per~~total ~~basic~~monthly ~~subscriber~~revenues isfor ~~calculated~~the ~~based~~period ~~on average monthly video revenue~~ divided by ~~the~~ average ~~number~~PSUs offor ~~basic~~such ~~subscribers for the quarter~~period.

(2) Average monthly data revenue per data customer is calculated based on average monthly data revenue divided by the average number of data customers for the quarter.

Video revenues represent monthly subscription fees charged to customers for our core cable television products and services (including basic, expanded basic and digital cable programming services, wire maintenance, equipment rental and services to commercial establishments), pay-per-view charges, installation, reconnection, and late payment fees, and other ancillary revenues. Data revenues primarily represent monthly fees charged to customers, including commercial establishments, for our data products and services and equipment rental fees. Franchise fees charged to customers for payment to local franchising authorities are included in their corresponding revenue category. Phone revenues represent monthly fees charged to our customers for our phone service. Advertising revenues represent the sale of advertising time on various channels.

Revenues rose 10.0%, largely attributable to growth in our data and phone customers and higher video rates and service fees. As of June 30, 2006, and within a year of the launch of our phone service, we were marketing this new product to about 90% of the estimated homes in our markets.

Video revenues increased 4.2% as a result of basic rate increases applied on our video subscribers and higher service fees from our advanced video products and services. Average monthly video revenue increased 6.7% per basic subscriber. During the three months ended June 30, 2006, we lost 15,800 subscribers, compared to a loss of 11,500 during the same period last year. Digital customers increased 20,000 to 286,200 when compared to the same period last year.

Data revenues rose 20.1%, primarily due to a 21.3% year-over-year increase in data customers. Average monthly data revenue per data customer of $37.67 decreased 2.0% from the prior year period as a result of promotional offers during 2005, but increased 0.78% sequentially from $37.42 in the first quarter of 2006 due to the expiration of these promotions.

As of June 30, 2006, Mediacom Phone was marketed to approximately 1.3 million of our 1.46 million estimated homes passed and served 49,000 customers. Phone revenues grew 52.2% from the previous quarter to $4.4 million.

Advertising revenues increased 7.5%, largely as a result of stronger local advertising sales.

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	June 30,
	2015		2014		% Change
Video customers		494,000		515,000		(4.1	%)
HSD customers		585,000		548,000		6.8	%
Phone customers		228,000		212,000		7.5	%
Primary service units (PSUs)		1,307,000		1,275,000		2.5	%

Revenues increased 3.9% and 3.6% for the three and six months ended June 30, 2015, respectively, primarily due to greater HSD revenues, and, to a lesser extent, business services and video revenues, offset in part by declines in advertising and, to a lesser extent, phone revenues.

Video

Video revenues increased 1.5% and 0.7% for the three and six months ended June 30, 2015, respectively, largely a result of rate adjustments associated with the pass-through of higher programming costs for retransmission consent fees and regional sports networks, mostly offset by residential customer losses since the prior year periods. We lost 8,000 and 6,000 video customers during the three and six months ended June 30, 2015, respectively, compared to decreases of 9,000 and 13,000 in the comparable prior year periods. As of June 30, 2015, we served 494,000 video customers, or 33.0% of our estimated homes passed, and 32.5% of our video customers took our DVR service.

HSD

HSD revenues grew 10.2% and 9.6% for the three and six months ended June 30, 2015, respectively, primarily due to residential customer growth since the prior year periods, and higher rates per HSD customer as more customers take faster speed tiers. We gained 4,000 and 21,000 HSD customers during the three and six months ended June 30, 2015, respectively, compared to increases of 2,000 and 14,000 in the comparable prior year periods. As of June 30, 2015, we served 585,000 HSD customers, or 39.1% of our estimated homes passed, and 34.0% of our HSD customers took our wireless home gateway service.

Phone

Phone revenues declined 5.1% and 4.5% for the three and six months ended June 30, 2015, respectively, principally due to lower revenues per residential phone customer resulting from greater levels of discounted pricing, offset in part by residential customer growth since the prior year periods. We gained 3,000 and 10,000 phone customers during the three and six months ended June 30, 2015, respectively, compared to increases of 2,000 and 5,000 in the comparable prior year periods. As of June 30, 2015, we served 228,000 phone customers, or 15.2% of our estimated homes passed.

Business Services

Business services revenues rose 12.2% and 11.7% for the three and six months ended June 30, 2015, respectively, primarily due to growth in small- to medium-sized commercial customers since the prior year periods and, to a lesser extent, greater revenues from our enterprise networks.

Advertising

Advertising revenues fell 14.2% and 11.0% for the three and six months ended June 30, 2015, respectively, mainly due to lower levels of political advertising and, to a lesser extent, automotive advertising, partially offset by greater digital advertising revenues.

Costs and Expenses

Service ~~costs~~ include: programming expenses; employee expenses related to wages and salaries of technical personnel who maintain our cable network, perform customer installation activities, and provide customer support; data costs, including costs of bandwidth connectivity and customer provisioning; and field operating costs, including outside contractors, vehicle, utilities and pole rental expenses. Programming expenses, which are generally paid on a per subscriber basis, have historically increased due to both increases in the rates charged for existing programming services and the introduction of new programming services to our customers.Costs

Service costs ~~rose~~increased 137.63% and 7.0% for the three and six months ended June 30, ~~primarily~~2015, respectively, predominantly due to ~~increases~~higher invideo programming ~~and employee~~ expenses. ~~and~~Programming ~~customer~~expenses ~~growth~~grew in9.1% ~~phone~~ and ~~HSD services~~9.8% ~~Programming~~for ~~expense,~~ the ~~largest~~ ~~component~~three ofand ~~service~~six ~~costs,~~months ~~increased~~ended ~~76.0%~~June 30, ~~principally~~ as2015, arespectively, ~~result~~primarily ofdue to higher ~~unit~~fees ~~costs~~associated ~~charged~~with bythe ~~our~~renewal of programming ~~vendors, offset~~contracts infor ~~part~~certain bysports aand ~~lower~~other ~~number~~popular ofcable ~~basic~~networks ~~subscribers. Recurring expenses~~and ~~related~~for tolocal ~~our~~broadcast ~~phone~~stations, and ~~HSD~~contractual ~~services~~increases ~~grew 49.2% commensurate with~~under ~~the~~existing ~~significant~~carriage ~~increase~~agreements, ~~inof customers.~~offset ~~Personnel~~in ~~costs~~part ~~grew~~ by ~~28.0%, due largely~~video tocustomer ~~lower~~losses ~~capitalization~~since ~~related~~the toprior ~~customer~~year ~~installation activity expenses~~periods. Service costs as a percentage of revenues were 3941.2% and 3839.09% for the three months ended June 30, 2015 and 2014, respectively, and 41.5% and 40.1% for the six months ended June 30, ~~2006~~2015 and ~~2005~~2014, respectively.

Selling, general and administrative expenses include: wages and salaries for our call centers, customer service and support and administrative personnel; franchise fees and taxes; marketing; bad debt; billing; advertising; and office costs related to telecommunications and office administration.

Selling, general and administrative expenses rose 4.5%, principally due to higher taxes and fees and office expenses, offset in part by decreases in bad debt expense and marketing costs. Taxes and other fees increased by 19.3% due primarily to higher property taxes and franchise fees. Office expenses were higher by 36.3% largely due to increases in telephone costs. These increases were offset in part by an 18.02% reduction in bad debt expense primarily as a result of a change in estimate in our video, data and phone business to better reflect historical collection experience and a decline in marketing costs as a result of reduced contracted third party sales and lower sales commissions. Selling, general and administrative expenses as a percentage of revenues were 21.5% and 22.7% for the three months ended June 30, 2006 and 2005, respectively.

We expect continued revenue growth in advanced services. As a result, we expect our service costs and selling, general and administrative expenses to increase.

Management fee expense reflects charges incurred under out management arrangements with our parent, MCC. Management fee expense decreased 4.4%, reflecting lower overhead costs charged by MCC. As a percentage of revenues, management fee expense was 1.7% and 2.0% for the three months ended June 30, 2006 and 2005, respectively.

Adjusted OIBDA

Adjusted OIBDA rose 10.8%, principally due to revenue growth, partially offset by higher costs and expenses.

Operating Income

Operating income grew 23.9%, largely due to growth in Adjusted OIBDA and a modest decline in depreciation and amortization expense.

Interest Expense, Net

Interest expense, net, increased by 19.0%, primarily due to higher market interest rates on variable rate debt.

Gain (loss) on Derivatives, Net

We enter into interest rate exchange agreements, or “interest rate swaps,” with counterparties to fix the interest rate on a portion of our variable rate debt to reduce the potential volatility in our interest expense that would otherwise result from changes in variable market interest rates. As of June 30, 2006 we had interest rate swaps with an aggregate principal amount of $400.0 million, as well as forward interest rate swaps that go into effect later in 2006 with an aggregate principal amount of $300.0 million. The changes in their mark-to-market values are derived from changes in market interest rates, the decrease in their time to maturity and the creditworthiness of the counterparties. As a result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a gain on derivatives, net amounting to $0.4 million for the three months ended June 30, 2006 compared to a loss of $0.9 million for the three months ended June 30, 2005.

~~Table of contents~~Selling, General and Administrative Expenses

~~Other~~Selling, general and administrative expenses declined 1.2% for the three months ended June 30, 2015, largely as a result of lower taxes and fees and administrative expenses, offset in part by greater marketing costs. Taxes and fees fell 8.7%, primarily due to lower property taxes, offset in part by an increase in franchise fees. Administrative expenses fell 17.8%, mainly due to a decline in legal and other professional fees and lower costs associated with customer support functions. Marketing costs grew 7.7%, principally due to advertising costs associated with a rebranding campaign. Selling, general and administrative expenses as a percentage of revenues were 18.2% and 19.2% for the three months ended June 30, 2015 and 2014, respectively.

~~Other includes~~Selling, ~~other~~general ~~expense~~ and ~~loss~~administrative onexpenses ~~early~~declined ~~extinguishment~~1.0% for the six months ended June 30, 2015, mainly as a result of ~~debt.~~lower ~~Other totaled~~taxes $4and fees, administrative, advertising and employee costs, offset in part by greater marketing costs.4 ~~million~~Taxes and $1fees decreased 5.05%, ~~million~~primarily ~~for~~due ~~the~~to ~~three~~lower ~~months~~property ~~ended~~taxes, ~~June~~offset 30in part by an increase in franchise fees. Administrative expenses fell 10.3%, ~~2006~~ mainly as a result of lower professional fees and ~~2005~~costs associated with customer support functions. Advertising expenses were 5.9% lower, ~~respectively~~principally due to lower costs associated with local advertising production. ~~Other~~Employee ~~primarily~~costs ~~represents~~declined ~~amortization~~0.8%, largely as a result of ~~deferred financing~~adjustments related to workers compensation insurance in the current period. Marketing costs grew 7.2%, ~~fees~~primarily ondue ~~unused~~to ~~credit~~advertising ~~commitments~~costs associated with a rebranding campaign. Selling, general and ~~the~~administrative ~~write-off~~expenses as a percentage of ~~deferred financing~~revenues ~~costs~~were ~~related~~18.2% toand ~~term~~19.1% ~~loans~~for ~~that~~the wesix ~~refinanced~~months ~~during~~ended ~~each period~~June 30, 2015 and 2014, respectively.

~~Net Income~~Management Fee Expense

~~As a result~~Management fee expense was 10.5% higher for each of the ~~factors~~three ~~described~~and ~~above~~six months ended June 30, we2015, ~~recognized~~reflecting ~~net~~higher ~~income~~fees charged by MCC. Management fee expense as a percentage of revenues was 1.9% and 1.8% for the three months ended June 30, ~~2006~~2015 ofand ~~$4.6~~2014, ~~million~~respectively, asand ~~compared~~2.0% toand ~~net income of $4~~1.~~0 million~~8% for the ~~three~~six months ended June 30, ~~2005~~2015 and 2014, respectively.

~~Six Months~~Depreciation ~~Ended~~and ~~June 30, 2006 compared to Six Months Ended June 30, 2005~~ Amortization

~~The following~~Depreciation ~~table~~and ~~sets~~amortization ~~forth~~was ~~the~~9.4% ~~unaudited~~and ~~consolidated~~8.3% ~~statements~~lower ~~of operations~~ for the three and six months ended June 30, ~~2006~~2015, ~~and~~respectively, ~~2005~~mainly ~~(dollars~~due to older network assets becoming fully depreciated, offset in ~~thousands~~part ~~and percentage~~by ~~changes~~greater ~~that~~depreciation ~~are~~of ~~not~~customer ~~meaningful~~premise ~~are~~equipment ~~marked~~and ~~NM):~~investments in HSD bandwidth expansion and business support.

	Six Months Ended
	June 30,
	2006			2005			$ Change			% Change
Revenues	$	332,596		$	303,039		$	29,557			9.8	%
Costs and expenses:
Service costs		131,721			116,745			14,976			12.8	%
Selling, general and administrative expenses		71,724			68,082			3,642			5.3	%
Management fee expense		5,925			5,979			(54	)		(0.9	%)
Depreciation and amortization		54,470			57,087			(2,617	)		(4.6	%)
Operating income		68,756			55,146			13,610			24.7	%
Interest expense, net		(54,864	)		(46,853	)		(8,011	)		17.1	%
Loss on early extinguishment of debt		(2,908	)		-
Gain on derivatives, net		362			4,061			(3,699	)		NM
Other expense		(2,887	)		(2,039	)		(848	)		41.6	%
Net income	$	8,459		$	10,315		$	(1,856	)		(18.0	%)

OIBDA

~~The following~~OIBDA ~~represents~~grew a2.7% ~~reconciliation~~and of2.0% ~~Adjusted OIBDA~~for tothe ~~operating~~three ~~income,~~and ~~which~~six ismonths ~~the~~ended ~~most~~June 30, ~~directly~~2015, ~~comparable~~respectively, ~~GAAP~~as ~~measure (dollars~~the increase in ~~thousands~~revenues ~~and~~was ~~percentage~~offset ~~changes~~in ~~that~~part ~~are~~by ~~not~~higher ~~meaningful~~programming ~~are marked NM ):~~costs.

	Six Months Ended
	June 30,
	2006			2005			$ Change			% Change
Adjusted OIBDA	$	123,714		$	112,323		$	11,391			10.1	%
Non-cash, share-based compensation charges		(488	)		(90	)		(398	)		NM
Depreciation and amortization		(54,470	)		(57,087	)		2,617			(4.6	%)
Operating income	$	68,756		$	55,146		$	13,610			24.7	%

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Revenues

The following table sets forth revenues and selected subscriber, customer and average monthly revenue statistics for the six months ended June 30, 2006 and 2005 (dollars in thousands, except per subscriber and customer data):

	Six Months Ended
	June 30,
	2006		2005		$ Change			% Change
Video	$	242,621	$	232,620	$	10,001			4.3	%
Data		62,598		51,809		10,789			20.8	%
Phone		7,320		-		7,320			NM
Advertising		20,057		18,610		1,447			7.8	%
	$	332,596	$	303,039	$	29,557			9.8	%
		Six Months Ended
		June 30,				Increase
		2006		2005		(Decrease)			% Change
Basic subscribers		756,000		776,000		(20,000	)		(2.6	%)
Data customers		285,000		235,000		50,000			21.3	%
Phone customers		49,000		-		49,000			NM
Average monthly video revenue per basic subscriber (1)	$	52.65	$	49.49	$	3.16			6.4	%
Average monthly data revenue per data customer (2)	$	37.56	$	38.73	$	(1.17	)		(3.0	%)

(1) Average monthly video revenue per basic subscriber is calculated based on average monthly video revenue divided by the average number of basic subscribers for the period.

(2) Average monthly data revenue per data customer is calculated based on average monthly data revenue divided by the average number of data customers for the period.

Revenues rose 9.8%, largely attributable to growth in our data and phone customers and higher video rates and service fees. As of June 30, 2006, and within a year of the launch of our phone service, we were marketing this new product to nearly 90% of the estimated homes in our markets.

Video revenues increased 4.3% as a result of basic rate increases applied on our video subscribers and higher service fees from our advanced video products and services. Average monthly video revenue per basic subscriber increased 6.4%.

Data revenues rose 20.8%, primarily due to a 21.3% year-over-year increase in data customers. Average monthly data revenue per data customer of $37.55 decreased 2.4% from the prior year period largely as a result of promotional efforts during 2005.

Phone revenues were $7.3 million for the six months ended June 30, 2006.

Advertising revenues increased 7.8%, largely as a result of stronger local advertising sales.

Costs and Expenses

Service costs rose 12.8%, primarily due to increases in programming and employee expenses and customer growth in our phone and HSD services. Programming expense, the largest component of service costs, increased 8.1%, principally as a result of higher unit costs charged by our programming vendors, offset in part by a lower number of basic subscribers. Recurring expenses related to our phone and HSD services grew 48.0% commensurate with the significant increase of customers. Personnel costs rose by 18.1%, due largely to higher employee-related insurance expenses, higher staffing levels and lower capitalization related to customer installation activity. Service costs as a percentage of revenues were 39.6% and 38.5% for the six months ended June 30, 2006 and 2005, respectively.

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Selling, general and administrative expenses rose 5.3%, principally due to higher taxes and fees and employee expenses, offset in part by a significant decrease in marketing and bad debt expenses. Taxes and fees increased by 19.4% due principally to higher property taxes and franchise fees. Employee costs rose by 7.6% due primarily to increased staffing levels in our customer supportservice workforce. These increases were offset in part by lower marketing costs due primarily to reduced third party contract sales, an 11.7% decline in bad debt expense primarily as a result of a change in estimate in our video, data and phone business to better reflect historical collection experience, and lower sales commissions. Selling, general and administrative expenses as a percentage of revenues were 21.6% and 22.5% for the six months ended June 30, 2006 and 2005, respectively.

We expect continued revenue growth in advanced services. As a result, we expect our service costs and selling, general and administrative expenses to increase.

Management fee expense decreased 0.9%, reflecting lower overhead charged by MCC. As a percentage of revenues, management fee expense was 1.8% and 2.0% for the six months ended June 30, 2006 and 2005, respectively.

Adjusted OIBDA

Adjusted OIBDA rose 10.1%, principally due to revenue growth, partially offset by higher costs and expenses.

Operating Income

Operating income ~~grew~~rose 2411.9% and 9.7%, ~~largely~~for ~~due~~the tothree ~~growth~~and insix ~~Adjusted~~months ~~OIBDA~~ended ~~and~~June 30, ~~only a modest decline~~2015, inrespectively, principally due to lower depreciation and amortization ~~expense~~and growth in OIBDA.

Interest Expense, Net

Interest expense, net, ~~increased~~decreased ~~by 17~~3.16% for the three months ended June 30, ~~primarily~~2015, mainly due to ~~higher~~a ~~market~~lower ~~interest~~average ~~rates on~~cost ~~variable~~of ~~rate~~debt, offset in part by greater average outstanding indebtedness. Interest expense, net, was essentially flat for the six months ended June 30, 2015, as a greater average outstanding indebtedness was substantially offset by a lower average cost of debt.

Gain on Derivatives, Net

~~We enter into~~As ~~interest rate exchange agreements, or “interest rate swaps,” with counterparties to fix the interest rate on~~ a ~~portion~~result of ~~our variable rate debt to reduce~~ the ~~potential volatility in our interest expense that would otherwise result from~~ changes in ~~variable~~the mark-to-market ~~interest~~valuations ~~rates.~~on Asour ~~of June 30, 2006 we had~~ interest rate swaps, ~~with~~we anrecorded ~~aggregate~~net ~~principal~~gains ~~amount~~on derivatives of $~~400~~3.0 4 million~~, as well~~ asand ~~forward interest rate swaps that go into effect later in 2006 with an aggregate principal amount of~~ $~~300~~5.05 million. ~~The~~for ~~changes~~the inthree ~~their mark-to-market~~months ~~values~~ended ~~are~~June 30, ~~derived~~2015 ~~from~~and ~~changes~~2014, ~~in market interest rates~~respectively, ~~the decrease in their time to maturity~~ and ~~the creditworthiness of the counterparties~~$6.1 Asmillion aand ~~result of the quarterly mark-to-market valuation of these interest rate swaps, we recorded a gain on derivatives amounting to~~ $011.41 million for the six months ended June 30, ~~2006~~2015 ~~compared~~and to2014, arespectively. ~~gain~~See ofNotes ~~$4.1~~3 ~~million~~and ~~for the~~6 ~~six~~in ~~months~~our ~~ended~~Notes ~~June~~to ~~30,~~Consolidated ~~2005.~~Financial Statements.

~~Other~~Loss on Early Extinguishment of Debt

~~Other includes~~There ~~other~~was ~~expense~~no ~~and~~ loss on early extinguishment of debt. ~~Other totaled~~for ~~$5.8~~the ~~million~~three and ~~$2.0 million for the~~ six months ended June 30, ~~2006 and 2005~~2015, ~~respectively.~~and ~~Other~~there ~~primarily~~was ~~represents~~a ~~amortization~~loss of ~~deferred financing~~$0.3 ~~costs,~~million ~~fees~~for onthe ~~unused~~each ~~credit~~of ~~commitments~~the three and six months ended June 30, 2014, that represented the write-off of ~~deferred~~ certain unamortized financing costs ~~related~~as toa ~~term~~result ~~loans~~of ~~that~~the werepayment ~~refinanced~~of ~~during~~certain ~~each~~term ~~period~~loans.

Other Expense, Net

Other expense, net, was $0.3 million for the three months ended June 30, 2015, substantially representing revolving credit commitment fees, and $0.4 million for the three months ended June 30, 2014, representing $0.3 million of revolving credit commitment fees and $0.1 million of other fees.

Other expense, net, was $0.5 million for the six months ended June 30, 2015, substantially representing revolving credit commitment fees, and $0.9 million for the six months ended June 30, 2014, representing $0.7 million of revolving credit commitment fees and $0.2 million of other fees.

Net Income

As a result of the factors described above, we recognized net income of $38.5 million and $33.1 million for the ~~six~~ three months ended June 30, ~~2006~~2015 ofand ~~$8.5~~2014, ~~million~~respectively, asand ~~compared~~$72.1 tomillion ~~net~~and ~~income of~~ $1066.3 4 million for the six months ended June 30, ~~2005~~2015 and 2014, respectively.

Table of contents

Liquidity and Capital Resources

~~Overview~~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, as well as for scheduled and voluntary repayments of our indebtedness and periodic distributions to MCC. As of June 30, 2015, our near-term liquidity requirements included term loan principal repayments of $6.8 million during the remainder of 2015 and $13.5 million during 2016. As of the same date, our sources of liquidity included $12.0 million of cash and $175.6 million of unused and available commitments under our $256.0 million revolving credit facility, after giving effect to $70.0 million of outstanding loans and $10.4 million of letters of credit issued to various parties as collateral.

We ~~have invested,~~ ~~and~~believe ~~will~~that ~~continue~~cash togenerated ~~invest~~by, inor ~~our~~available ~~network~~to, us will be sufficient to ~~enhance~~meet ~~its~~our ~~reliability and~~anticipated ~~capacity,~~capital and inliquidity needs for the ~~further~~foreseeable ~~deployment~~future. ofIn ~~advanced~~the ~~broadband~~longer ~~services. Our capital~~term, ~~spending~~we ~~has~~may ~~recently~~not ~~shifted~~generate ~~away~~sufficient ~~from~~net ~~network~~cash ~~upgrade~~flows ~~investments~~ from operations to ~~the~~ ~~deployment~~fund ofour ~~advanced~~maturing ~~services~~term loans and senior notes. WeIf ~~also~~we ~~may~~are ~~continue~~unable to ~~make~~obtain ~~strategic acquisitions~~sufficient offuture ~~cable~~financing ~~systems.~~on Weacceptable ~~have~~terms, aor ~~high~~at ~~level~~all, ofwe ~~indebtedness~~may ~~and~~need ~~incur significant~~to ~~amounts~~take ofother ~~interest~~actions ~~expense~~to ~~each~~conserve ~~year.~~or Weraise ~~believe~~capital that we ~~will meet our~~would ~~debt~~not ~~service~~take otherwise. However, ~~capital~~we ~~spending~~have ~~and~~accessed ~~other~~the ~~requirements~~debt ~~through~~markets afor ~~combination of~~significant ~~our~~amounts ~~net~~of ~~cash~~capital ~~flows~~in ~~from~~the ~~operating~~past ~~activities,~~and ~~borrowing~~expect ~~availability~~to ~~under our~~continue ~~bank~~to ~~credit~~be ~~facilities~~able ~~and~~to ~~our~~access ~~ability~~these tomarkets ~~secure~~in the future ~~external financing~~as necessary.

~~As of June~~Net ~~30,~~Cash ~~2006,~~Flows ~~our~~Provided ~~total~~by ~~debt~~Operating was $1.65 billion. During the three months ended June 30, 2006, we paid cash interest of $57.0 million, net of capitalized interest. Our cash interest payments have historically been higher in the first and third calendar quarters of the year due to the timing of the cash interest payments on our senior notes. As of June 30, 2006, we had unused revolving credit commitments of $617.9 million, of which $480.0 million could be borrowed and used for general corporate purposes based on the terms and conditions of our debt arrangements.Activities

~~Of our total~~Net ~~debt~~cash ~~outstanding~~flows asprovided ofby ~~June~~operating ~~30,~~activities ~~2006,~~were $~~454~~147.01 million ~~matures~~for ~~within~~ the ~~next~~ ~~twelve~~six months ~~and~~ended ~~substantially~~June 30, ~~consists~~2015, primarily due to OIBDA of $~~400~~186.04 million ofand, ~~11%~~to ~~senior notes~~a ~~due~~much ~~July~~lesser 17extent, ~~2006 (~~the ~~“11% Notes”)~~$5.5 ~~The~~million ~~11%~~net ~~Notes~~change ~~were~~in ~~redeemed~~our onoperating ~~July 17,~~assets ~~2006~~and ~~with~~liabilities, aoffset ~~redemption~~in ~~price~~part ofby ~~$422.0~~interest ~~million,~~expense ~~consisting~~ of $~~400~~47.07 million of. ~~principal~~The ~~and~~net ~~$22.0~~change ~~million~~in ofour ~~redemption~~operating ~~premium~~assets asand ~~well~~liabilities aswas ~~accrued~~primarily ~~interest of~~due ~~$22.2~~to ~~million.~~increases Wein ~~funded~~accounts ~~the~~payable ~~redemption~~to ~~with~~affiliates aof $~~335~~8.04 ~~drawdown~~million, onin ~~the revolving~~accounts ~~credit~~payable, ~~portion~~accrued ofexpenses ~~our~~and ~~subsidiary~~other ~~credit~~current ~~facility,~~liabilities aof $~~100~~7.08 million ~~equity~~ ~~contribution from MCC~~ and ~~available~~in ~~cash.~~deferred Asrevenue of ~~June~~$1.2 30million, ~~2006,~~offset ~~after giving~~in ~~effect~~part toby ~~the~~increases ~~redemption,~~in weaccounts ~~had~~receivable, ~~unused revolving credit commitments of $282.9 million~~net, of ~~which~~ $~~145~~7.03 million ~~could be borrowed~~ and ~~used~~in ~~for~~prepaid ~~general corporate~~expenses ~~purposes based on the terms~~ and ~~conditions~~other assets of ~~our~~$4.7 ~~debt arrangements~~million.

~~For all periods~~Net ~~through~~cash ~~June~~flows ~~30,~~provided ~~2006,~~by weoperating activities were in$149.9 ~~compliance~~million ~~with~~for ~~all of~~ the ~~covenants under~~six ~~our~~months ~~debt~~ended ~~arrangements.~~June 30, ~~Continued~~2014, ~~access~~primarily todue ~~our credit facilities is subject~~ to ~~our~~OIBDA ~~remaining~~of in$182.8 ~~compliance~~million ~~with~~and, ~~the~~to ~~covenants~~a ofmuch ~~these~~lesser ~~credit facilities~~extent, ~~including~~the ~~covenants tied to our operating performance~~$12.8 Wemillion ~~believe that~~net wechange ~~will~~in ~~not~~operating ~~have~~assets ~~any~~and ~~difficulty~~liabilities, offset in ~~the~~part ~~foreseeable~~by ~~future~~interest ~~complying~~expense ~~with these~~of ~~covenants~~$47.7 ~~and~~million. ~~that~~The wenet ~~will~~change ~~meet~~in our ~~current~~operating assets and ~~long-term~~liabilities ~~debt~~was ~~service, capital~~primarily ~~spending~~due ~~and~~to ~~other~~increases ~~cash~~in ~~requirements~~accounts ~~through~~payable ato ~~combination~~affiliates of ~~our~~$8.5 ~~net cash~~million, ~~flows~~in ~~from~~accounts ~~operating activities~~payable, ~~borrowing~~accrued ~~availability~~expenses ~~under our bank credit facilities~~ and ~~our~~other ~~ability~~current toliabilities ~~secure~~of ~~future external financing~~$6.2 ~~However~~million, ~~there~~ ~~can~~and bea nodecrease ~~assurance~~in ~~that~~accounts wereceivable ~~will~~from beaffiliates ~~able~~of to$4.4 ~~obtain sufficient future financing~~million, ~~or,~~offset ifin wepart ~~were~~by ~~able~~increases toin doaccounts soreceivable, ~~that~~net, ~~the~~of ~~terms would be favorable to us~~$3.6 Wemillion ~~expect to continue generating~~ and ~~obtaining~~in ~~sufficient funds and~~prepaid ~~financing~~expenses ~~to service our long-term business plan, service our debt obligations~~ and ~~complete~~other ~~any~~assets ~~future~~of ~~acquisitions~~$3.1 ~~if the opportunities arise~~million.

~~Operating~~ Net Cash Flows Used in Investing Activities

~~Net cash flows~~Capital ~~provided~~expenditures bycontinue ~~operating activities were $51.5 million for the six months ended June 30, 2006, as compared~~ to ~~$58.5~~be ~~million~~our ~~for~~primary ~~the~~use ~~comparable period last year. The change~~ of ~~$7.0~~capital ~~million~~resources isand ~~primarily~~generally ~~due~~comprise tosubstantially anall ~~increase~~of inour net cash ~~paid for~~flows ~~interest~~used ~~and working capital, offset~~ in ~~part~~investing ~~by higher operating income~~activities.

~~During the~~Net ~~six~~cash ~~months~~flows ~~ended~~used ~~June~~in ~~30,~~investing ~~2006,~~activities ~~the~~were ~~net~~$74.6 ~~change~~million infor ~~operating~~the ~~assets~~six ~~and liabilities~~months ~~was~~ended ~~$15.0~~June 30, ~~million~~2015, primarily ~~due~~comprising to$75.2 million anof ~~increase~~capital inexpenditures ~~our~~and ~~prepaid expenses~~$1.6 ~~and~~million ~~other~~of ~~assets~~acquisitions of ~~$14.7 million~~intangible assets, ~~partially~~slightly offset by ana ~~increase~~ net change in ~~our~~accrued ~~deferred~~property, ~~revenue~~plant and equipment of $12.92 million.

~~Investing Activities~~Net cash flows used in investing activities were $64.2 million for the six months ended June 30, 2014, comprising $66.7 million of capital expenditures, slightly offset by a net change in accrued property, plant and equipment of $2.5 million.

Net cash flows used in investing activities, which consisted primarily of capital expenditures, were $49.4 million for the six months ended June 30, 2006, as compared to $53.4 million for the six months ended June 30, 2005. Capital expenditures of $49.4 million for the six months ended June 30, 2006, decreased $4.0 million from the six months ended June 30, 2005, primarily due to lower spending on customer premise equipment.19

~~Financing Activities~~Capital Expenditures

~~Net cash flows~~The ~~provided~~table bybelow ~~financing~~sets ~~activities~~forth ~~were~~our ~~$6.3~~capital ~~million~~expenditures ~~for~~(dollars ~~the six months ended June 30, 2006, as compared to net cash flows used~~ in financing activities of $7.3 million for the comparable period in 2005, largely due to approximately $228.3 million of net bank financing, offset in part by approximately $224.8 million of dividends to MCC. thousands):

	Six Months Ended
	June 30,
	2015		2014		Change
Customer premise equipment	$	39,708	$	32,232	$	7,476
Enterprise networks		4,734		6,019		(1,285	)
Scalable infrastructure		10,718		11,777		(1,059	)
Line extensions		2,876		3,094		(218	)
Upgrade / rebuild		10,055		8,175		1,880
Support capital		7,139		5,447		1,692
Total capital expenditures	$	75,230	$	66,744	$	8,486

~~Table~~ The increase in capital expenditures primarily reflected greater spending on our next-generation set-top and, to a much lesser extent, the expansion of ~~contents~~ our fiber network, offset in part by reduced outlays for HSD bandwidth expansion.

~~Our principal~~Net ~~financing~~Cash ~~activities~~Flows ~~included~~Used ~~the~~in ~~following:~~Financing Activities

·Net Oncash ~~May~~flows 5,used ~~2006,~~in wefinancing ~~refinanced~~activities awere $~~495~~70.0 million ~~term~~for ~~loan~~the ~~with~~six amonths ~~new~~ended ~~term~~June 30, ~~loan~~2015, incomprising ~~the amount of~~ $~~800~~60.0 million. ~~The~~of ~~new~~net ~~term~~repayments ~~loan~~under ~~consists~~the ofcredit ~~two~~facility, ~~tranches: (i) a~~ $~~550~~9.0 million ~~term~~of ~~loan~~dividend ~~which~~payments ~~was funded~~ on ~~May~~preferred 5,members’ ~~2006;~~interest and ~~(ii) a~~ $~~250~~1.0 million ~~delayed-draw term loan (the “Delayed-Draw Term Loan”). Borrowings under the new term loan bear interest at a rate that is 0.25% less than the interest rate~~ of ~~the~~other ~~term~~financing ~~loan that it replaced~~activities. ~~The new term loan matures in January 2015, whereas the term loan that it replaced had a maturity of February 2013.~~

·Net Oncash ~~June~~flows ~~29,~~used ~~2006,~~in ~~borrowings~~financing ~~under~~activities ~~the~~were ~~Delayed-Draw~~$84.4 ~~Term~~million ~~Loan~~for ~~were~~the ~~used:~~six ~~(i)~~months toended ~~make~~June 30, a2014, ~~distribution~~comprising to$260.0 ~~MCC~~million toof ~~allow~~net itpayments tounder ~~repay~~the credit facility, $~~172~~10.54 million of ~~its~~financing 5costs, $9.~~25%~~0 ~~convertible~~million ~~senior~~of ~~notes~~dividend ~~due~~payments ~~July~~on 1preferred members’ interest, ~~2006;~~$4.1 ~~(ii)~~million of capital distributions to ~~repay~~parent ~~amounts~~and ~~outstanding~~$0.9 ~~under~~million ~~the~~of ~~revolving~~other ~~credit~~financing ~~portion~~activities, ofoffset ~~our~~in ~~subsidiary~~part ~~credit~~by ~~facility;~~the ~~and~~$200.0 ~~(iii)~~million ~~for~~issuance ~~working~~of ~~capital~~new ~~purposes~~senior notes.

·Capital ~~We made distributions to MCC of $43.3 million primarily to fund its Board-authorized share repurchase program during the six months ended June 30, 2006.~~Structure

~~Other~~As of June 30, 2015, our total indebtedness was $1.897 billion, of which approximately 53% was at fixed interest rates or had interest rate swaps that fixed the corresponding variable portion of debt. During the six months ended June 30, 2015, we paid cash interest of $44.3 million, net of capitalized interest.

~~We have entered~~Bank ~~into~~Credit interest rate exchange agreements with counterparties, which expire from July 2006 through March 2007, to hedge $400.0 million of floating rate debt. In addition, in June 2006, we entered into forward interest rate exchange agreements that fix interest rates at 5.3% on $300.0 million of our floating rate debt for three years. These forward interest rate exchange agreements commence on September 29, 2006 and December 29, 2006 in the amounts of $100.0 million and $200.0 million, respectively, and have been accounted for on a mark-to-market basis for the three months ended June 30, 2006. Our interest rate exchange agreements are scheduled to expire in the amounts of $250.0 million, $150.0 million and $300.0 million during the years ended December 31, 2006, 2007 and 2009, respectively.Facility

As of ~~June~~ June 30, ~~2006~~2015, ~~approximately~~we maintained a $111.3583 billion ~~million~~bank ofcredit ~~letters~~facility of(the “credit ~~were~~facility”), ~~issued to various~~comprising ~~parties~~$1.327 billion asof ~~collateral~~term ~~for~~loans ~~our~~with ~~performance~~maturities ~~relating~~ranging from June 2017 to ~~insurance~~June 2021 and ~~franchise~~ ~~requirements~~a $256. 0 million revolving credit facility which is scheduled to expire in October 2019.

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. The credit agreement governing the credit facility (the “credit agreement”) requires our operating subsidiaries to maintain a total leverage ratio (as defined in the credit agreement) of no more than 5.0 to 1.0 and an interest coverage ratio (as defined in the credit agreement) of no less than 2.0 to 1.0. For all periods through June 30, 2015, our operating subsidiaries were in compliance with all covenants under the credit agreement including, as of the same date, a total leverage ratio of 3.5 to 1.0 and an interest coverage ratio of 3.2 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.

Interest Rate Swaps

We have entered into several interest rate swaps to fix the variable rate on a portion of our borrowings under the credit facility to reduce the potential volatility in our interest expense that may result from changes in market interest rates.

We have current interest rate swaps that fix the variable rate portion of $500 million of borrowings at a rate of 2.6%, all of which are scheduled to expire during December 2015. We also have forward starting interest rate swaps that will fix the variable portion of $600 million of borrowings at a rate of 1.5% for a three year period commencing in December 2015.

As of June 30, 2015, the weighted average interest rate on outstanding borrowings under the credit facility, including the effect of our interest rate swaps, was 4.1%.

Senior Notes

As of June 30, 2015, we had $500 million of outstanding senior notes, comprising $200 million of 5½% senior notes due April 2021 and $300 million of 6 ³⁄₈% senior notes due April 2023.

Our senior notes are unsecured obligations, and the indentures governing our senior notes (the “indentures”) limit the incurrence of additional indebtedness based upon a maximum debt to operating cash flow ratio (as defined in the indentures) of 8.5 to 1.0. For all periods through June 30, 2015, we were in compliance with all covenants under the indentures including, as of the same date, a debt to operating cash flow ratio of 5.0 to 1.0. We do not believe that we will have any difficulty complying with any of the covenants under the indentures in the near future.

Debt Ratings

MCC’s corporate credit ratings are Ba3 by Moody’s and BB- by Standard and Poor’s (“S&P”), and our senior unsecured ratings are B2 by Moody’s and B by S&P, all with stable outlooks.

There can be no assurance that Moody’s or S&P will maintain their ratings on MCC and us. A negative change to these credit ratings could result in higher interest rates on future debt issuance than we currently experience, or adversely impact our ability to raise additional funds. There are no covenants, events of default, borrowing conditions or other terms in the credit agreement or indentures that are based on changes in our credit rating assigned by any rating agency.

Contractual Obligations and Commercial Commitments

There have been no material changes to ~~the~~our ~~Company’s~~ contractual obligations and commercial commitments as previously disclosed in ~~the~~our ~~Company’s~~annual ~~Annual~~report ~~Report~~ on Form 10-K for the year ended December 31, ~~2005~~2014.

Critical Accounting Policies

~~Use~~ The preparation of ~~Estimates~~our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Periodically, we evaluate our estimates, including those related to doubtful accounts, long-lived assets, capitalized costs and accruals. We base our estimates on historical experience and on various other assumptions that we believe are reasonable. Actual results may differ from these estimates under different assumptions or conditions. We believe that the application of the critical accounting policies requires significant judgments and estimates on the part of management. For a summary of our critical accounting policies, please refer to our annual report on Form 10-K for the year ended December 31, 2014.

~~The preparation~~Goodwill ~~of our financial statements requires us to make estimates~~ and ~~assumptions~~ ~~that~~Other ~~affect~~Intangible 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. Assets

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

~~We estimate~~Because ~~the~~we ~~fair~~believe ~~value~~there ofhas ~~stock~~not ~~options~~been ~~granted using the Black-Scholes option-pricing model. This fair value is then amortized on~~ a ~~straight-line basis over~~meaningful ~~the~~change ~~requisite~~in ~~service periods of~~ the ~~awards, which is generally the vesting period. This option~~long-~~pricing~~term ~~model~~fundamentals ~~requires the input~~ of ~~highly~~our ~~subjective assumptions,~~business ~~including~~during the ~~option’s~~first ~~expected~~six ~~life~~months ~~and the price volatility~~ of ~~the~~ ~~underlying~~2015, ~~stock.~~we ~~The~~determined ~~estimation of stock awards~~ that ~~will~~there ~~ultimately~~has ~~vest requires~~been ~~judgment,~~no ~~and~~triggering toevent ~~the~~under ~~extent~~ASC ~~actual~~350 ~~results or updated estimates differ from our current estimates~~and, ~~such amounts will be recorded~~ as asuch, ~~cumulative adjustment~~no ininterim ~~the~~impairment ~~periods~~test ~~the~~was ~~estimates~~required ~~are~~as ~~revised.~~of ~~Actual results~~June 30, ~~and future changes in estimates, may differ substantially from our current estimates~~2015.

For a discussion of the critical accounting judgments and estimates we identified that we believe require significant judgment in the preparation of our consolidated financial statements, please refer to our Form 10-K for the year ended 2005.

Table of contents

Inflation and Changing Prices

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to the information required under this Item from what was disclosed in Item 7A of our ~~2005~~Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 4. CONTROLS AND PROCEDURES

Mediacom Broadband LLC

~~The management~~Under ofthe ~~Mediacom~~supervision ~~Broadband~~and ~~LLC~~with ~~(“Mediacom~~the ~~Broadband”)~~participation ~~carried~~of ~~out~~the ~~an evaluation,~~management ~~with~~of ~~the~~Mediacom ~~participation~~Broadband ofLLC, ~~the~~including Mediacom Broadband LLC’s Chief Executive Officer and Chief Financial Officer, ofMediacom 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 ~~June~~1934) ~~30,~~as ~~2006~~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 toas ~~ensure that information required to be disclosed by Mediacom Broadband in reports that it files or submits under the Securities Exchange Act~~ of ~~1934 is recorded~~June 30, ~~processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission~~2015.

There has not been any change in Mediacom Broadband LLC’s internal control over financial reporting in(as ~~connection~~defined ~~with~~in ~~the~~Rules ~~evaluation~~13a-15(f) ~~required~~and ~~by Rule~~ 15d-15(df) under the Exchange Act) ~~that occurred~~ during the quarter ended June 30, ~~2006~~2015 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband LLC’s internal control over financial reporting.

Mediacom Broadband Corporation

~~The management~~Under ofthe ~~Mediacom~~supervision ~~Broadband~~and ~~Corporation~~with ~~carried~~the ~~out~~participation anof ~~evaluation, with~~ the ~~participation~~ management of ~~the~~Mediacom Broadband Corporation, including Mediacom Broadband Corporation’s Chief Executive Officer and Chief Financial Officer, ofMediacom Broadband Corporation evaluated the effectiveness of Mediacom Broadband Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~June~~1934) ~~30,~~as ~~2006~~of the end of the period covered by this report. Based upon that evaluation, Mediacom Broadband Corporation’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband Corporation’s disclosure controls and procedures were effective toas ~~ensure that information required to be disclosed by Mediacom Broadband in reports that it files or submits under the Securities Exchange Act~~ of ~~1934 is recorded~~June 30, ~~processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission~~2015.

There has not been any change in Mediacom Broadband Corporation’s internal control over financial reporting in(as ~~connection~~defined ~~with~~in ~~the~~Rules 13a-15(f) and ~~evaluation required by Rule~~ 15d-15(df) under the Exchange Act) ~~that occurred~~ during the quarter ended June 30, ~~2006~~ 2015 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband Corporation’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 9 to10 in our ~~consolidated~~Notes ~~financial~~to ~~statements~~Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes in ~~the~~our risk factors from those disclosed in our ~~risk~~ ~~factors~~Annual ~~section~~Report inon ~~Item~~Form 1A10-K offor ~~our~~the ~~2005~~year ~~Form~~ended ~~10-K~~December 31, 2014.

ITEM 6. EXHIBITS

Exhibit
Exhibit Number		Exhibit Description
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 June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at June 30, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, (iv) Notes to Consolidated Financial Statements

2423

SIGNATURES

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

MEDIACOM BROADBAND LLC

	MEDIACOM BROADBAND LLC

August 7, 2015	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

~~August 14, 2006 By: /s/ Mark E. Stephan Mark E. Stephan Executive Vice President and Chief Financial Officer~~24

SIGNATURES

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

MEDIACOM BROADBAND CORPORATION

	MEDIACOM BROADBAND CORPORATION

August 7, 2015	By:	/s/ Mark E. Stephan
		Mark E. Stephan
		Executive Vice President and Chief Financial Officer

~~August 14, 2006 By: /s/ Mark E. Stephan Mark E. Stephan Executive Vice President and Chief Financial Officer~~25

EXHIBIT INDEX

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 June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at June 30, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014, (iv) Notes to Consolidated Financial Statements

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