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

FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002
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
Delaware	06-1630167
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Numbers)
100 Crystal Run Road Middletown, New York 10941
(Address of principal executive offices)
(845) 695-2600
(Registrants’ telephone number)

WASHINGTON, D.C. 20549

~~Indicate~~FORM ~~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~~10-Q Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:

~~Yes~~Quarterly xReport NoPursuant oto Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2003


		Commission File Numbers:		333-72440 333-72440-01

Mediacom Broadband LLC
Mediacom Broadband Corporation*

(Exact names of Registrants as specified in their charters)


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

100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)

(845) 695-2600
(Registrants’ telephone number)

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

Indicate by checkmark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act). Yes No X

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


PART I
	ITEM 1. FINANCIAL STATEMENTS
	CONSOLIDATED BALANCE SHEETS
	CONSOLIDATED STATEMENTS OF OPERATIONS
	CONSOLIDATED STATEMENTS OF OPERATIONS
	CONSOLIDATED STATEMENT OF CASH FLOWS
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
SECTION 302 CERTIFICATION
SECTION 302 CERTIFICATION
SECTION 906 CERTIFICATION
SECTION 906 CERTIFICATION

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

FORM 10-~~QFOR~~Q FOR THE PERIOD ENDED SEPTEMBER 30, 2003 ~~2002~~

TABLE OF CONTENTS

			Page
PART I
Item 1.	Financial Statements
		Consolidated Balance Sheets (unaudited) – September 30, 2002 and December 31, 2001	1
		Consolidated Statements of Operations (unaudited) – Three Months Ended September 30, 2002 and September 30, 2001 and Nine Months Ended September 30, 2002 and Period from Inception (April 5, 2001) through September 30, 2001	2
		Consolidated Statement of Cash Flows (unaudited) – Nine Months Ended September 30, 2002 and Period from Inception (April 5, 2001) through September 30, 2001	3
		Notes to Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		16
Item 4	Controls and Procedures		17
PART II
Item 6.	Exhibits and Reports on Form 8-K		18
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,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2001 and other reports or documents that we file from time to time with the SEC. Those factors may cause our actual results to differ materially from any of our forward-looking statements. All forward-looking statements attributable to us, or a person acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

PART I


		Page

Item 1.	Financial Statements
	Consolidated Balance Sheets (unaudited) – September 30, 2003 and December 31, 2002		1
	Consolidated Statements of Operations (unaudited) – Three Months Ended September 30, 2003 and 2002		2
	Consolidated Statements of Operations (unaudited) – Nine Months Ended September 30, 2003 and 2002		3
	Consolidated Statement of Cash Flows (unaudited) – Nine Months Ended September 30, 2003 and 2002		4
	Notes to Consolidated Financial Statements (unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		15
Item 4.	Controls and Procedures		16
	PART II
Item 6.	Exhibits and Reports on Form 8-K		17

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,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. Actual events or results may differ materially. In evaluating those statements, you should specifically consider various factors, including the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2002 and other reports or documents that we file from time to time with the SEC. Those factors may cause our actual results to differ materially from any of our forward-looking statements. All forward-looking statements attributable to us, or a person acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

PART I

ITEM 1. FINANCIAL STATEMENTS

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (All dollar amounts in 000’s) (Unaudited)

			September 30, 2002			December 31, 2001
					September 30,				December 31,
ASSETS
					2003				2002
Cash and cash equivalents			$	5,159		$	55,578
ASSETS
Subscriber accounts receivable, net of allowance for doubtful accounts of $2,492 and $2,148, respectively				30,535			25,928
CURRENT ASSETS
Prepaid expenses and other assets				10,215			6,600
	Cash and cash equivalents				$	3,839			$	10,307
Investment in cable television systems:
	Subscriber accounts receivable, net of allowance for doubtful accounts of $2,620 and $2,683, respectively					35,001				35,449
	Inventory			10,897			24,670
	Prepaid expenses and other assets					3,697				8,323
	Property, plant and equipment, net of accumulated depreciation of $113,809 and $34,799, respectively			700,884			559,567
		Total current assets				42,537				54,079
	Intangible assets, net of accumulated amortization of $49,277 and $51,879, respectively			1,478,800			1,541,464
	Investment in cable television systems:
	Total investment in cable television systems			2,190,581			2,125,701
	Inventory, net					7,394				5,283
Other assets, net of accumulated amortization of $2,581 and $1,086, respectively				18,965			20,284
	Property, plant and equipment, net of accumulated depreciation of $209,017 and $131,507, respectively					734,711				722,086
		Total assets	$	2,255,455		$	2,234,091
	Intangible assets, net of accumulated amortization of $52,136 and $49,907, respectively					1,477,221				1,481,972
LIABILITIES, PREFERRED MEMBERS’ INTERESTS AND MEMBER’S EQUITY
		Total investment in cable television systems				2,219,326				2,209,341
LIABILITIES
	Other assets, net of accumulated amortization of $4,841 and $3,085, respectively					17,020				18,528
	Debt		$	1,253,000		$	1,200,000
		Total assets			$	2,278,883			$	2,281,948
	Accounts payable and accrued expenses			200,432			201,795
LIABILITIES, PREFERRED MEMBERS’ INTERESTS AND MEMBER’S EQUITY
	Deferred revenue			17,677			16,002
CURRENT LIABILITIES
		Total liabilities	$	1,471,109		$	1,417,797
	Accounts payable and accrued expenses				$	147,849			$	180,266
PREFERRED MEMBERS’ INTERESTS				150,000			150,000
	Deferred revenue					19,910				18,371
MEMBER’S EQUITY
	Current portion of long-term debt					5,351				—
	Capital contributions			725,000			725,000
		Total current liabilities				173,110				198,637
	Accumulated deficit			(90,654	)		(58,706	)
Long-term debt, less current portion						1,344,841				1,298,000
		Total member’s equity		634,346			666,294
Other non-current liabilities						23,396				24,789
		Total liabilities, preferred members’ interests and member’s equity	$	2,255,455		$	2,234,091
		Total liabilities				1,541,347				1,521,426
PREFERRED MEMBERS’ INTERESTS						150,000				150,000
MEMBER’S EQUITY
	Capital contributions					725,000				725,000
	Accumulated deficit					(137,464	)			(114,478	)
		Total member’s equity				587,536				610,522
		Total liabilities, preferred members’ interests and member’s equity			$	2,278,883			$	2,281,948

The accompanying notes to consolidated financial statements are an integral part of these ~~financial~~ statements.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(All dollar amounts in 000’s)
(Unaudited)

		Three Months Ended September 30,						Nine Months Ended September 30,			Inception (April 5, 2001) through September 30,
		Three Months Ended
		2002			2001			2002			2001
		September 30,
Revenues		$	129,187		$	97,727		$	379,807		$	97,940
		2003				2002
Costs and expenses:
Revenues		$	137,207			$	129,187
	Service costs		50,159			39,590			156,101			39,675
Costs and expenses:
	Selling, general and administrative expenses		26,907			19,039			76,683			19,081
	Service costs (exclusive of depreciation and amortization of $24,974 and $27,667, respectively, shown separately below)		52,612				50,159
	Management fee expense		1,762			1,368			5,127			1,368
	Selling, general and administrative expenses		30,259				26,907
	Depreciation and amortization		27,667			33,818			82,739			33,968
	Management fee expense		2,408				1,762
Operating income			22,692			3,912			59,157			3,848
	Depreciation and amortization		24,974				27,667
Interest expense, net			19,085			20,604			56,795			20,848
Operating income			26,954				22,692
Loss on derivative instruments, net			11,094			—			12,336			—
Interest expense, net			(20,502	)			(19,085	)
Other expenses			1,238			435			3,946			435
Gain (loss) on derivative instruments, net			5,433				(11,094	)
Net loss		$	(8,725	)	$	(17,127	)	$	(13,920	)	$	(17,435	)
Other expenses			(1,908	)			(1,238	)
Net income (loss)		$	9,977			$	(8,725	)

The accompanying notes to consolidated financial statements are an integral part of these ~~financial~~ statements.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CASH FLOWS~~ OPERATIONS (All dollar amounts in 000’s) (Unaudited)

									Nine Months Ended September 30, 2002			Inception (April 5, 2001) through September 30, 2001
			Nine Months Ended
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
			September 30,
	Net loss								$	(13,920	)	$	(17,435	)
			2003				2002
	Adjustments to reconcile net loss to net cash flows from operating activities:
Revenues			$	409,474			$	379,807
		Depreciation and amortization								82,739			33,968
Costs and expenses:
		Loss on derivative instruments, net								12,336			—
	Service costs (exclusive of depreciation and amortization of $88,010 and $82,739, respectively, shown separately below)			160,208				156,101
		Amortization of deferred financing costs								1,745			—
	Selling, general and administrative expenses			86,936				76,683
		Changes in assets and liabilities, net of effects from acquisitions:
	Management fee expense			6,593				5,127
			Subscriber accounts receivable, net							(4,607	)		(20,577	)
	Depreciation and amortization			88,010				82,739
			Prepaid expenses and other assets							(3,615	)		(5,605	)
Operating income				67,727				59,157
			Accounts payable and accrued expenses							18,267			80,516
Interest expense, net				(61,951	)			(56,795	)
			Deferred revenue							1,675			10,316
Loss on derivative instruments, net				(1,970	)			(12,336	)
							Net cash flows provided by operating activities			94,620			81,183
Other expenses				(4,232	)			(3,946	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Net loss			$	(426	)		$	(13,920	)
	Capital expenditures									(177,588	)		(12,533	)
	Acquisitions of cable television systems									—			(2,109,153	)
	Other investment activities									(1,997	)		(42	)
						Net cash flows used in investing activities				(179,585	)		(2,121,728	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
	New borrowings									116,000			1,257,000
	Repayment of debt									(63,000	)		(55,000	)
	Preferred members’ interests									—			150,000
	Dividend payments on preferred members’ interests									(13,500	)		(3,620	)
	Dividend payment to parent									(4,528	)		—
	Capital contributions									—			725,000
	Financing costs									(426	)		(20,586	)
					Net cash flows provided by financing activities					34,546			2,052,794
				Net (decrease) increase in cash and cash equivalents						(50,419	)		12,249
CASH AND CASH EQUIVALENTS, beginning of period										55,578			—
CASH AND CASH EQUIVALENTS, end of period									$	5,159		$	12,249

The accompanying notes to consolidated financial statements are an integral part of these ~~financial~~ statements.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(All dollar amounts in 000’s)
(Unaudited)


					Nine Months Ended
					September 30,

					2003			2002

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
	Net loss				$	(426	)	$	(13,920	)
	Adjustments to reconcile net loss to net cash flows from operating activities:
		Depreciation and amortization				88,010			82,739
		Loss on derivative instruments, net				1,970			12,336
		Amortization of deferred financing costs				1,756			1,745
		Loss on sales of cable television systems				634			—
		Changes in assets and liabilities:
			Subscriber accounts receivable, net			448			(4,607	)
			Prepaid expenses and other assets			4,626			(3,615	)
			Accounts payable and accrued expenses			(34,387	)		18,267
			Deferred revenue			1,539			1,675
			Other non-current liabilities			(1,393	)		—

				Net cash flows provided by operating activities		62,777			94,620

CASH FLOWS USED IN INVESTING ACTIVITIES:
	Capital expenditures					(97,067	)		(177,588	)
	Proceeds from sale of cable television systems					9,671			—
	Acquisition of cable television system					(5,049	)		—
	Other investment activities					(1,409	)		(1,997	)

				Net cash flows used in investing activities		(93,854	)		(179,585	)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
	New borrowings					106,554			116,000
	Repayment of debt					(59,385	)		(63,000	)
	Dividend payments on preferred members’ interests					(13,500	)		(13,500	)
	Dividend payment to parent					(9,060	)		(4,528	)
	Financing costs					—			(426	)
				Net cash flows provided by financing activities		24,609			34,546

				Net decrease in cash and cash equivalents		(6,468	)		(50,419	)
CASH AND CASH EQUIVALENTS, beginning of period						10,307			55,578

CASH AND CASH EQUIVALENTS, end of period					$	3,839		$	5,159

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the period for interest				$	76,532		$	77,685

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES:
	Capital expenditures financed through capital leases				$	5,023		$	—

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

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Organization

Mediacom Broadband LLC (“Mediacom Broadband,” and collectively with its subsidiaries, the “Company”), a Delaware limited liability company, wholly-owned ~~was~~by ~~formed~~Mediacom inCommunications ~~April~~Corporation ~~2001~~(“MCC”), was organized for the purpose of acquiring cable systems from AT&T Broadband, LLC ~~(“AT&T~~in ~~Broadband”)~~2001. ~~Through these cable systems (the “AT&T cable systems”), the Company offers a wide array of~~ broadband products and services to its customers, including traditional video services, digital television, high-speed Internet access and video-on-demand. As of September 30, 2002, the Company had acquired and was operating cable television ~~systems in the states of Georgia, Illinois, Iowa and Missouri.~~

Mediacom Broadband Corporation, a Delaware corporation wholly-owned by by Mediacom Broadband, was organized ~~in May 2001~~ for the sole purpose of acting as co-issuer with Mediacom Broadband of $400.0 million aggregate principal amount of the 11% senior notes due July 15, 2013. Mediacom Broadband Corporation ~~does~~has nominal assets and does not conduct operations of its own.

The Company was initially capitalized on June 29, 2001 with an equity contribution of $336.4 million from the Company’s parent and manager, Mediacom Communications Corporation (“MCC”), a Delaware corporation. On July 18, 2001, the Company received an additional equity contribution of $388.6 million from MCC and a $150.0 million preferred equity investment from subsidiaries of Mediacom LLC, a New York limited liability company wholly-owned by MCC.

(2) Statement of Accounting Presentation and Other Information

Basis of Preparation of Consolidated Financial Statements

~~The~~Mediacom ~~consolidated~~Broadband ~~condensed~~has ~~financial~~prepared these unaudited consolidated financial statements as of September 30, ~~2002~~2003 and ~~2001 are unaudited~~2002. ~~However,~~ inIn the opinion of management, such statements include all adjustments, including normal recurring accruals and adjustments, necessary for a fair presentation of the Company’s consolidated results of operations and financial position for the interim periods presented. The accounting policies followed during such interim periods reported are in conformity with generally accepted accounting principles in the United States of America and are consistent with those applied during annual periods. For additional disclosures, including a summary of the Company’s accounting policies, the interim unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2001~~2002 (File Nos. 333-72440 and 333-72440-01). The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, ~~2002~~2003.

~~Prior~~ Change toin ~~the June 29, 2001 acquisition of certain cable systems from affiliates of AT&T Broadband, the Company had no active business operations (see Note~~Estimate ~~3).~~

Effective July 1, 2003, the Company changed the estimated useful lives of its cable systems and equipment in conjunction with the Company’s recently completed network upgrade and rebuild program. The changes in estimated useful lives were made to reflect management’s evaluation of the longer economic lives of the Company’s upgraded and rebuilt network. The new asset lives are consistent with those used by companies in the cable television industry. The weighted average useful lives of such fixed assets changed from approximately 7 years to approximately 12 years. These changes were made on a prospective basis and resulted in a decrease in net loss for the three months and nine months ended September 30, 2003 of approximately $11.1 million.

Reclassifications

Certain ~~prior periods~~reclassifications ~~amounts~~ have been ~~reclassified~~made to prior year’s amounts to conform to the current ~~period~~year’s presentation.

(3) Recent Accounting Pronouncements

~~Effective~~The ~~January~~Financial 1,Accounting ~~2002,~~Standards ~~the~~Board ~~Company~~(“FASB”) ~~adopted,~~issued Statement of Financial Accounting Standards ~~No. 141~~ (“SFAS ~~141~~”) ~~“Business Combinations” and~~ No. ~~142~~ 143, (“~~SFAS~~Accounting ~~142”)~~for ~~“Goodwill~~Asset Retirement ~~and Other Intangible Assets~~Obligations,”~~. SFAS~~ ~~141~~in ~~requires all business combinations initiated after~~ June ~~30,~~ 2001 ~~to be accounted for using the purchase method~~. ~~Adoption~~ of SFAS ~~141~~No. 143 ~~had~~addresses ~~no effect on~~financial ~~the~~accounting ~~Company’s~~and ~~results~~reporting ~~of operations or financial position as the Company accounts~~ for ~~all~~obligations ~~acquisitions~~associated ~~under~~with the ~~purchase~~retirement ~~method. The provisions~~ of tangible ~~SFAS 142 prohibit the amortization of goodwill and indefinite~~long-lived ~~intangible~~ assets and ~~require~~ ~~such~~the ~~assets~~associated toasset beretirement ~~tested annually for impairment, or more frequently if impairment indicators arise~~costs. ~~The~~ The Company ~~has~~adopted ~~determined~~SFAS ~~that~~No. 143 ~~its~~on ~~cable~~January 1, ~~franchise~~2003, ~~costs~~and ~~are~~such ~~indefinite-lived~~adoption ~~assets. The~~did ~~impact~~not ~~of adopting SFAS 142 was to~~have ~~reduce~~a ~~amortization~~material ~~expense~~impact byon ~~$24.9 million and $74.7 million for~~ the ~~three~~Company’s ~~and~~financial ~~nine~~condition ~~months~~or ~~ended~~results ~~September 30, 2002, respectively~~of operations.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table provides a reconciliation of the pro forma results of operations for the three and nine months ended September 30, 2001 to the net loss that would have been reported had SFAS No. 142 been applied as of January 1, 2001, assuming the purchase of the AT&T cable systems had been consummated as of January 1, 2001:

	Three Months Ended September 30, 2001			Nine Months Ended September 30, 2001
	(dollars in thousands)
Pro forma net loss (See note 3.)	$	(19,933	)	$	(86,979	)
Add back: franchise cost amortization		21,556			64,667
Add back: goodwill amortization		3,353			10,058
Adjusted pro forma net income (loss)	$	4,976		$	(12,254	)

As of September 30, 2002, intangible assets subject to amortization consisted of subscriber lists, which are being amortized over five to ten years. As of September 30, 2002, the Company’s amortizable intangible assets had a gross value of $33.6 million, with accumulated amortization of $10.5 million. The Company’s estimated aggregate amortization expense for the fourth quarter of 2002 through 2006 and beyond is $0.7 million, $2.6 million , $2.6 million, $2.6 million and $14.6 million, respectively.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 will become effective for fiscal years beginning after June 15, 2002. The Company does not expect that adoption of SFAS 143 will have a material impact on its results of operations or financial position.

In August 2001, the FASB issued Statement of Financial Accounting Standards No. 144 (“SFAS 144”) “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and provides guidance on classification and accounting for such assets when held for sale or abandonment. The Company adopted this standard effective January 1, 2002 and there was no impact on its results of operations or financial position.

(3) Acquisitions

The Company completed the undernoted acquisitions of cable systems in 2001. These acquisitions were made to establish the Company’s initial operations. These acquisitions were accounted for using the purchase method of accounting, and accordingly, the purchase price of these acquisitions has been allocated to the assets acquired and liabilities assumed at their estimated fair values at their respective dates of acquisition. The results of operations of the acquisitions have been included with those of the Company since the dates of acquisition.

On June 29, 2001, the Company acquired cable systems serving approximately 94,000 basic subscribers in the state of Missouri from affiliates of AT&T Broadband for a purchase price of approximately $300.0 million. The acquisition was financed with a portion of MCC’s $336.4 million equity contribution on June 29, 2001.

On July 18, 2001, the Company acquired cable systems serving approximately 706,000 basic subscribers in the states of Georgia, Illinois and Iowa from affiliates of AT&T Broadband for an aggregate purchase price of approximately $1.76 billion. These acquisitions were financed with a portion of MCC’s $388.6 million equity contribution on July 18, 2001, and the $150.0 million preferred equity investment by subsidiaries of Mediacom LLC, the net proceeds from the Company’s private offering of 11% senior notes due 2013 and borrowings under the Company’s bank credit facilities.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~The~~In ~~opening~~April 2003, ~~balance~~the ~~sheet~~FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies financial accounting and reporting for ~~the~~derivative ~~acquisitions~~instruments, including ~~was~~certain ~~(dollars~~derivative instruments embedded in ~~thousands):~~other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” In general, SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company adopted SFAS No. 149 on July 1, 2003, and such adoption did not have a material impact on the Company’s financial condition or results of operations.

Accounts receivable		$	7,744
Property, plant and equipment			579,185
Intangible assets			1,477,406
Accrued expenses			(6,256	)
	Total	$	2,058,079

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with SFAS No. 150, certain financial instruments that embody obligations for the issuer are required to be classified as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on July 1, 2003, and such adoption did not have a material impact on the Company’s financial condition or results of operations.

Summarized below are the pro forma unaudited results of operations for the three and nine months ended September 30, 2001, assuming the purchase of the AT&T cable systems had been consummated as of January 1, 2001. Adjustments have been made to depreciation and amortization, reflecting the fair value of the assets acquired, and interest expense reflecting the debt incurred to finance the acquisitions. The pro forma results may not be indicative of the results that would have occurred if the acquisitions had been completed at the beginning of the period presented or which may be obtained in the future.

	Three Months Ended September 30, 2001			Nine Months Ended September 30, 2001
	(dollars in thousands)
Revenues	$	116,975		$	347,179
Operating income (loss)		3,166			(19,070	)
Net loss		(19,933	)		(86,979	)

(4) Debt

As of September 30, ~~2002~~2003 and December 31, ~~2001~~2002, debt consisted of:

	September 30, 2002		December 31, 2001
	September 30,			December 31,
	(dollars in thousands)
	2003			2002
Bank credit facility	$	853,000	$	800,000
	(dollars in thousands)
11% senior notes		400,000		400,000
Bank credit facility	$	946,000		$	898,000
	$	1,253,000	$	1,200,000
11% senior notes		400,000			400,000
Capital lease obligations		4,192			—
	$	1,350,192		$	1,298,000
Less: current portion		5,351			—
Total long-term debt	$	1,344,841		$	1,298,000

The average interest ~~rate~~rates on outstanding debt under the bank credit facility ~~was~~were 43.02% and 3.4% for the three and nine months ended September 30, 2003, ~~2002~~respectively, before giving effect to the interest rate exchange agreements discussed below. As of September 30, ~~2002~~2003, the Company had unused credit commitments of approximately $~~546~~446.5 2 million under its bank credit facility, of which about $~~397~~295.4 9 million could be borrowed and used for general corporate purposes under the most restrictive covenants in the Company’s debt arrangements. The Company was in compliance with all ~~debt~~ covenants under its debt arrangements as of September 30, ~~2002~~2003.

The Company uses interest rate exchange agreements in order to fix the interest rate on ~~its~~for ~~floating~~the ~~rate~~duration ~~debt~~of the contract to hedge against interest rate volatility. As of September 30, ~~2002~~2003, the Company had ~~entered into~~ interest rate exchange agreements with various banks pursuant to which the interest rate on $~~250~~500.0 million ~~of outstanding debt under its bank credit facility~~ is fixed at a weighted average rate of approximately 43.04%, plus the average applicable margin over the eurodollar rate option under ~~such~~the ~~credit~~bank ~~facility~~credit agreement. Under the terms of the interest rate exchange agreements, which expire from 2005 through 2007, the Company is exposed to credit loss in the event of nonperformance by the other parties. However, the Company does not anticipate ~~their~~ nonperformance by the other parties.

The fair value of the interest rate exchange agreements is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account current interest rates and the current creditworthiness of the Company’s counterparties. At September 30, 2003, based on the mark-to-market valuation, the Company would have paid approximately $17.0 million if these agreements were terminated, inclusive of accrued interest.

MEDIACOM BROADBAND LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of the interest rate exchange agreements is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account current interest rates and the current creditworthiness of the Company’s counterparties. At September 30, 2002, the Company would have paid approximately $12.3 million if these agreements were terminated, inclusive of accrued interest.

(5) Preferred Members’ Interests

OnMediacom ~~July 18~~LLC, ~~2001,~~a ~~the~~wholly-owned ~~Company~~subsidiary ~~received~~of MCC, has a $150.0 million preferred equity investment ~~from~~in ~~Mediacom~~the ~~LLC~~Company. The preferred equity investment has a 12% annual dividend, payable quarterly in cash. During the nine months ended September 30, ~~2002~~2003, the Company paid in aggregate $13.5 million in cash dividends on the preferred equity.

(6) Member’s Equity

~~In June and July 2001, MCC made equity contributions in the Company totaling $725.0 million.~~ During the nine months ended ~~September~~ September 30, ~~2002~~2003, the Company paid ain aggregate $49.5 1 million in cash ~~dividend~~dividends to MCC.

(7) Subsequent Event

In October 2002, the Company paid cash dividends to MCC in an aggregate amount of $6.0 million.

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 three and nine months ended ~~September~~ September 30, ~~2002~~2003 and ~~2001~~2002 and with the Company’s annual report on Form 10-K for the year ended December 31, ~~2001~~2002.

Organization

Mediacom Broadband LLC was organized as a Delaware limited liability company in April 2001 and serves as a holding company for its operating subsidiaries. Mediacom Broadband Corporation, its wholly-owned subsidiary, was organized as a Delaware corporation in May 2001 for the sole purpose of acting as a co-issuer with the Company’s 11% senior notes due 2013 and does not conduct operations of its own. The Company’s parent and manager, Mediacom Communications Corporation (“MCC”), was organized as a Delaware corporation in November 1999. See Note 1 of the Company’s consolidated financial statements.

Acquisitions

The Company commenced operations on June 29, 2001 with the acquisition from AT&T Broadband, LLC of cable systems serving approximately 94,000 basic subscribers in the state of Missouri. The purchase price for these cable systems was approximately $300.0 million.

On July 18, 2001, the Company acquired from AT&T Broadband cable systems serving approximately 706,000 basic subscribers in the states of Georgia, Illinois and Iowa. The aggregate purchase price for these cable systems was approximately $1.76 billion.

General

~~The Company has generated significant increases in revenues principally as a result of its acquisition activities and increases in monthly revenues per basic subscriber.~~ Approximately 8581.14% of the Company’s revenues for the ~~nine~~three months ended September 30, ~~2002~~2003 are attributable to video revenues from monthly subscription fees charged to customers for the Company’s core cable television ~~services,~~ services (including basic, expanded basic and analog premium programming, ~~digital~~and digital cable television programming services, wire maintenance, equipment rental, services to commercial establishments), pay-per-view charges, installation and reconnection fees, late payment fees, and other ancillary revenues. ~~Data~~ Data revenues from ~~cable~~high-speed ~~modem~~Internet access service and advertising revenues represent 812.53% and 6.43% of the Company’s revenues, respectively. ~~Franchise~~ Franchise fees charged to customers ~~are~~for payment to local franchising authorities are included in their corresponding revenue category.

The Company’s operating expenses consist of service costs and selling, general and administrative expenses directly attributable to its cable systems. Service costs include fees paid to programming suppliers, expenses related to ~~copyright fees,~~ wages and salaries of technical personnel, high-speed Internet access costs and plant operating costs. Programming costs have historically increased at rates in excess of inflation primarily due to increases in the ~~introduction~~rates ofcharged ~~new~~for existing programming services and to the ~~Company’s~~introduction ~~basic~~of ~~subscribers~~new ~~and~~programming services to ~~increases in~~ the ~~rates~~Company’s ~~charged for~~basic ~~existing programming services~~subscribers. Under the Federal Communication Commission’s existing cable rate regulations, the Company is allowed to increase its rates for cable television services to more than cover any increases in ~~the~~ programming ~~and copyright costs~~. However, competitive conditions or other factors in the marketplace may limit the Company’s ability to increase its rates. Selling, general and administrative expenses include wages and salaries for customer service and administrative personnel, franchise fees and expenses related to billing, marketing, bad debt, advertising and office administration. Management fee expense reflects ~~compensation~~charges ofincurred ~~corporate~~under ~~employees~~the ~~and~~Company’s management ~~other~~agreements ~~corporate~~with its parent, Mediacom Communications Corporation ~~overhead~~(“MCC”).

Actual Results of Operations

Selected Operating Data. The table below provides selected operating data for the Company’s cable systems.


	September 30,		September 30,
	2003		2002

Basic subscribers		821,000		835,000
Digital customers		239,000		233,000
Data customers		148,000		100,000

~~The~~ Three ~~high~~Months ~~level~~Ended ~~of depreciation and amortization associated with the Company’s acquisition activities and capital investment program~~September 30, as2003 ~~well~~Compared ~~as the interest expense related~~ to ~~their~~Three ~~financing~~Months ~~activities~~Ended September 30, ~~have caused the Company to report net losses in its limited operating history. The Company believes that such net losses are common for cable television~~2002 ~~companies and anticipates that it will continue to incur net losses for the foreseeable future.~~

~~Operating~~Revenues. ~~cash~~Revenues ~~flow~~increased ~~represents~~by ~~operating~~6.2% to $137.2 million for the three ~~income~~months ~~(loss)~~ended ~~before~~September 30, ~~depreciation~~2003, ~~and~~as ~~amortization~~compared ~~and~~to ~~restructuring~~$129.2 million ~~charge~~for the three months ended September 30, 2002. ~~Operating~~Revenues ~~cash~~by ~~flow~~service offering were as follows (dollars in millions):

• is not intended to be a performance measure that should be regarded as an alternative either to operating income (loss) or net income (loss) as an indicator of operating performance, or to the statement of cash flows as a measure of liquidity; • is not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses; and • should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.


	Three Months Ended
	September 30,

	2003					2002

			% of					% of
	Amount		Revenues			Amount		Revenues

Video	$	111.7		81.4	%	$	109.1		84.4	%
Data		16.9		12.3	%		11.6		9.0
Advertising		8.6		6.3	%		8.5		6.6

	$	137.2		100.0	%	$	129.2		100.0	%

~~Operating~~Video ~~cash~~revenues ~~flow~~increased isby ~~included~~2.4% ~~herein~~to ~~because~~$111.7 million for the ~~Company’s~~three ~~management~~months ended ~~believes~~September 30, ~~that~~2003, ~~operating cash flow is a meaningful measure of performance~~ as itcompared isto ~~commonly~~$109.1 million ~~used~~for by the ~~cable~~three ~~television~~months ended ~~industry~~September 30, ~~and~~2002. byVideo ~~the~~revenues ~~investment~~increased ~~community~~primarily due to ~~analyze~~basic ~~and~~rate increases ~~compare~~largely ~~cable~~associated ~~television~~with ~~companies. The~~programming ~~Company’s~~rate ~~definition~~increases, ofpartially ~~operating~~offset by ~~cash~~a ~~flow~~decline ~~may~~in ~~not~~basic besubscribers ~~identical~~and toa ~~similarly titled~~reduction ~~measures~~in ~~reported~~analog bypremium ~~other companies~~service units.

~~Critical~~ Data ~~Accounting~~revenues ~~Policies~~increased by 45.7% to $16.9 million for the three months ended September 30, 2003, as compared to $11.6 million for the three months ended September 30, 2002. Data revenues increased due to customer growth in the Company’s high-speed Internet access service.

~~The following~~Advertising ~~represents~~revenues increased by 1.2% to $8.6 million for the ~~Company’s~~three months ~~critical~~ended ~~accounting~~September 30, ~~policies~~2003, ~~which~~as ~~reflect~~compared ~~significant~~to ~~judgments~~$8.5 million ~~and~~for ~~uncertainties~~the ~~and~~three months ~~could~~ended ~~possibly~~September 30, ~~result~~2002. inAdvertising ~~materially~~revenues ~~different~~increased ~~results~~primarily ~~under~~due to ~~different~~an ~~conditions~~improvement orin ~~assumptions~~local advertising markets.

~~Property~~ Service costs. Service costs increased 4.8% to $52.6 million for the three months ended September 30, ~~Plant~~2003, as compared to $50.2 million for the three months ended September 30, 2002. Service costs increased primarily due to greater provisioning and ~~Equipment~~technical support expenses related to customer growth in the Company’s high-speed Internet access service and higher basic programming expenses for existing basic services. These increases were partially offset by lower programming costs related to a decline in basic subscribers and analog premium service units. As a percentage of revenues, service costs were 38.3% for the three months ended September 30, 2003, as compared with 38.9% for the three months ended September 30, 2002.

InSelling, ~~accordance~~general ~~with Statement~~and ofadministrative ~~Financial Accounting Standards No~~expenses. 51Selling, ~~“Financial~~general ~~Reporting~~and administrative byexpenses ~~Cable~~increased ~~Television~~12.6% ~~Companies,”~~to ~~the~~$30.3 million ~~Company~~for ~~capitalizes~~the athree ~~portion~~months ended ofSeptember 30, ~~direct~~2003, ~~and~~as ~~indirect~~compared ~~costs~~to ~~related~~$26.9 million tofor the ~~construction,~~three ~~replacement~~months ended ~~and~~September 30, ~~installation~~2002. ofThis ~~property, plant~~was ~~and~~primarily ~~equipment. Capitalized~~as ~~costs~~a ~~are~~result ~~recorded~~of asincreases ~~additions~~in tobad debt ~~property~~expense, ~~plant~~taxes, ~~and~~fees ~~equipment~~ and ~~depreciated~~marketing ~~over~~expenses. ~~the~~As ~~life~~a percentage of revenues, ~~the~~selling, ~~related~~general ~~assets. The~~and ~~Company~~administrative ~~performs~~expenses ~~periodic~~were ~~evaluations~~22.1% offor the three ~~estimates~~months ~~used~~ended toSeptember 30, ~~determine~~2003, ~~the amount~~as ofcompared ~~costs~~with ~~that~~20.8% ~~are~~for ~~capitalized~~the three months ended September 30, 2002.

~~Impairment~~ Management fee expense. Management fee expense increased 33.3% to $2.4 million for the three months ended September 30, 2003, as compared to $1.8 million the three months ended September 30, 2002. This increase reflects greater overhead costs charged by MCC during the three month period ended September 30, 2003. As a percentage of ~~Long-Lived~~revenues, ~~Assets~~management fee expense was 1.7% for the three months ended September 30, 2003, as compared with 1.4% for the three months ended September 30, 2002.

~~The~~Depreciation ~~Company~~and ~~follows~~amortization. ~~the~~Depreciation ~~provisions~~and ofamortization ~~Statement~~decreased 9.7% ofto ~~Financial Accounting Standards No~~$25.0 million ~~121 (“SFAS 121”), “Accounting~~ for the ~~Impairment~~three ofmonths ~~Long-Lived Assets~~ended ~~and~~September 30, ~~for Long-Lived Assets to be Disposed of~~2003,” ~~which~~as compared ~~requires that long-lived assets and certain identifiable intangibles~~ to be$27.7 million ~~held and used by any entity be reviewed~~ for ~~impairment~~the atthree ~~each~~months ~~year~~ended ~~end~~September 30, ~~and~~2002. ~~whenever~~The decrease ~~events~~was ordue to changes in ~~circumstances~~ ~~indicate~~ the ~~carrying~~estimated ~~amount~~useful lives of ~~an asset may not be recoverable. Based on~~ the Company’s cable ~~review,~~systems ~~there~~and ~~has~~equipment ~~been~~in noconjunction ~~impairment~~with ofits ~~long-lived~~recently ~~assets~~completed ~~under~~network upgrade ~~SFAS~~and ~~121~~rebuild program. These changes reduced depreciation

Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets.” The provisions of SFAS 142 prohibit the amortization of goodwill and indefinite-lived intangible assets and require such assets to be tested annually for impairment, or more frequently if impairment indicators arise. The Company has determined that its cable franchise costs are indefinite-lived assets. The impact of adopting SFAS 142 was to reduce amortization expense by $24.9 million and $74.7 million for the three and nine months ended September 30, 2002, respectively.

~~Actual~~by ~~Results~~$11.1 million offor ~~Operations~~the three months ended September 30, 2003, offset in part by increased depreciation for the Company’s ongoing investments in its cable systems. See Note 2 to the Company’s consolidated financial statements.

~~The~~Interest ~~following~~expense, ~~historical~~net. Interest expense, net, increased 7.3% to $20.5 ~~information~~million ~~includes~~for the ~~actual~~three ~~results~~months ofended ~~operations~~September 30, 2003, as compared to $19.1 million for the three months ended September 30, 2002. This was primarily due to an increase in the aggregate notional amount of the Company’s interest rate exchange agreements from ~~the~~$250.0 million ~~dates~~as of ~~its~~September 30, ~~acquisitions~~2002 to $500.0 million as of ~~the~~September 30, ~~AT&T~~2003 ~~cable~~and ~~systems~~an increase in average indebtedness, offset ~~comprising~~in ofpart ~~the~~by ~~Missouri~~lower ~~systems~~market ~~acquired~~interest onrates ~~June~~during 29the three months ended September 30, ~~2001~~2003, ~~and~~as compared to the ~~Georgia~~three months ended September 30, ~~Illinois~~2002. The ~~and~~average ~~Iowa~~fixed ~~systems~~interest ~~acquired~~rate the Company paid under its interest rate onexchange ~~July~~agreements ~~18,~~was ~~2001~~higher (than variable market interest rates paid by the Company ~~“AT&T~~under ~~cable~~its ~~systems”)~~bank credit facilities for the three months ended September 30, 2003 and 2002.

~~For~~Gain ~~comparative~~(loss) ~~purposes~~on derivative instruments, anet. ~~majority~~Gain ofon ~~the~~derivative instruments, ~~changes~~net, ~~between~~was $5.4 million for the three months ended September 30, ~~Company’s~~2003, ~~actual~~as ~~results~~compared to a loss on derivative instruments, net of ~~operations~~$11.1 million for the three ~~month~~months ~~periods~~ ended September 30, 2002. ~~and~~This ~~2001~~ was primarily due to ~~the~~an increase ~~inclusion~~in ofmarket interest rates during the ~~acquisitions~~three ofmonths ~~Georgia~~ended September 30, 2003, ~~Illinois~~as ~~and~~compared ~~Iowa~~to ~~cable~~a ~~systems~~decline ~~(the~~in ~~“acquisitions”)~~market ~~for~~interest rates during the ~~entire~~three ~~period~~months inended September 30, 2002.

~~For~~Other ~~comparative~~expenses. ~~purposes,~~Other aexpenses ~~majority~~were of$1.9 million for the ~~changes~~three ~~between~~months ended ~~the~~September 30, ~~Company’s~~2003, ~~actual~~as ~~results~~compared ofto ~~operations~~$1.2 million for the ~~nine~~three ~~month~~months ~~period~~ ended September 30, 2002. ~~and~~Other ~~2001~~expenses ~~was~~primarily ~~due~~represent toamortization ~~the~~of deferred ~~inclusion~~financing ofcosts ~~the~~and ~~acquisitions~~fees ofon ~~the~~unused ~~AT&T~~credit ~~cable~~commitments, ~~systems~~and for the three ~~entire~~months ~~period~~ended inSeptember 30, ~~2002~~2003 also included a $0.6 million loss on sales of cable television systems.

~~Basic~~Net ~~subscribers~~income. ~~were~~Due ~~835~~to the factors described above,~~000~~ atthe ~~September~~Company generated net income of $10.0 million for the three months ended September 30, ~~2002~~2003, as compared to ~~815,000~~a atnet ~~September~~loss of $8.7 million for the three months ended September 30, ~~2001~~ 2002.

~~Digital~~ Nine ~~customers~~Months ~~were~~Ended ~~233,000 at~~ September 30, ~~2002,~~2003 asCompared ~~compared~~ to ~~221,500~~Nine atMonths Ended September 30, ~~2001.~~ 2002

~~Data~~Revenues. ~~customers~~Revenues ~~were~~increased ~~100,000~~by at7.8% ~~September~~to $409.5 million for the nine months ended September 30, ~~2002~~2003, as compared to ~~70,000~~$379.8 million atfor ~~September~~the nine months ended September 30, ~~2001~~2002. Revenues by service offering were as follows (dollars in millions):

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001


	Nine Months Ended
	September 30,

	2003					2002

			% of					% of
	Amount		Revenues			Amount		Revenues

Video	$	337.7		82.5	%	$	323.3		85.1	%
Data		46.7		11.4			32.3		8.5
Advertising		25.1		6.1			24.2		6.4

	$	409.5		100.0	%	$	379.8		100.0	%

~~Revenues. Revenues~~Video revenues increased by 324.25% to $~~129~~337.2 7 million for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to $97323.7 3 million for the ~~three~~nine months ended September 30, ~~2001~~2002. Of ~~the~~Video ~~revenue~~revenues ~~increase~~increased ofprimarily ~~$31.5~~due ~~million,~~to ~~$19.2~~basic ~~million~~rate increases ~~was~~largely ~~attributable~~associated with programming rate increases and to customer growth in the ~~acquisitions. Revenues~~Company’s digital cable services, partially offset by ~~service~~a ~~offering~~decline in ~~were~~basic assubscribers ~~follows~~and ~~(dollars~~a reduction in ~~millions):~~analog premium service units.

	Three Months Ended September 30,
	2002					2001
	Amount		% of Revenues			Amount		% of Revenues
Video	$	109.1		84.4	%	$	84.5		86.5	%
Data		11.6		9.0			7.4		7.6
Advertising		8.5		6.6			5.8		5.9
	$	129.2		100.0	%	$	97.7		100.0	%

Data revenues increased by 44.6% to $46.7 million for the nine months ended September 30, 2003, as compared to $32.3 million for the nine months ended September 30, 2002. Data revenues increased due to customer growth in the Company’s high-speed Internet access service.

Video revenues increased by 29.1% to $109.1 million for the three months ended September 30, 2002, as compared to $84.5 million for the three months ended September 30, 2001. Of the video revenue increase of $24.6 million, $16.5 million was attributable to the acquisitions. Excluding the effects of such acquisitions, video revenues increased primarily due to basic rate increases largely associated with new programming introductions and to customer growth in the Company’s basic and digital cable services.

Data revenues increased by 56.8% to $11.6 million for the three months ended September 30, 2002, as compared to $7.4 million for the three months ended September 30, 2001. Of the data revenue increase of $4.2 million, $1.4 million was attributable to the acquisitions. Excluding the effects of such acquisitions, data revenues increased primarily due to customer growth in the Company’s high-speed Internet access service.

Advertising revenues increased by 46.6% to $8.5 million for the three months ended September 30, 2002, as compared to $5.8 million for the three months ended September 30, 2001. Of the advertising revenue increase of $2.7 million, $1.4 million was attributable to the acquisitions. Excluding the effects of such acquisitions, advertising revenues increased primarily due to a general improvement in local and national advertising markets.

Service costs. Service costs increased 26.8% to $50.2 million for the three months ended September 30, 2002, as compared to $39.6 million for the three months ended September 30, 2001. Of the service cost increase of $10.6 million, $7.4 million was attributable to the acquisitions. Excluding the effects of such acquisitions, service costs increased primarily as a result of higher programming expenses, including rate increases by programming suppliers for existing services and the cost of new channel additions, and greater technical employee support and other operating

~~costs~~ Advertising ~~directly~~revenues ~~related~~increased toby ~~customer~~3.7% ~~growth~~to ~~in the Company’s high-speed Internet access services~~$25. ~~This~~1 million ~~increase~~for ~~was~~the ~~partially offset by higher capitalized labor and~~nine ~~overhead~~months ~~associated~~ended ~~with~~September 30, ~~the significant increase in the Company’s cable network upgrade and headend elimination activities. As a percentage of revenues~~2003, ~~service~~as ~~costs~~compared ~~were~~to 38$24.8%2 million for the ~~three~~ nine months ended September 30, 2002,. asAdvertising ~~compared with~~revenues ~~40.5%~~increased ~~for~~primarily ~~the~~due to ~~three~~an ~~months~~improvement ~~ended~~in ~~September~~local ~~30,~~and ~~2001~~national advertising markets.

~~Selling,~~Service ~~general and administrative expenses~~costs. ~~Selling,~~ ~~general~~Service ~~and administrative~~costs ~~expenses~~ increased 412.6% to $26160.9 2 million for the nine ~~three~~ months ended September 30, ~~2002~~2003, as compared to $19156.0 1 million for the nine ~~three~~ months ended September 30, ~~2001~~2002. Of ~~the~~Service ~~selling,~~costs ~~general~~for ~~and~~the ~~administrative~~nine ~~expenses~~months ~~increase of~~ended ~~$7.9 million~~September 30, 2002 include $73.0 million ~~was~~of ~~attributable~~incremental costs related to the Company’s ~~acquisitions. Excluding~~transition ~~the~~to ~~effects~~its ofMediacom ~~such~~Online ~~acquisitions,~~high-speed Internet access service. Excluding these incremental costs, service costs increased primarily due asto agreater ~~result~~provisioning ofand ~~higher~~technical ~~marketing~~support expenses directly related to customer growth in the Company’s ~~digital and~~ high-speed Internet access service, and higher basic programming expenses for existing basic services,. ~~greater~~These increases ~~employee~~were ~~and~~partially ~~telecommunication~~offset ~~costs~~by ~~associated~~lower ~~with~~programming ~~the~~costs ~~Company’s~~related ~~customer~~to ~~call~~a decline ~~centers~~in basic subscribers and ~~higher~~analog ~~bad~~premium ~~debt~~service ~~expense~~units. As a percentage of revenues, ~~selling,~~service ~~general~~costs ~~and administrative expenses~~ were 2039.81% for the ~~three~~ nine months ended September 30, ~~2002~~2003, as compared with 1941.51% for the ~~three~~nine months ended September 30, ~~2001~~2002.

~~Management~~Selling, ~~fee~~general ~~expense~~and administrative expenses. ~~Management~~ ~~fee~~Selling, ~~expense~~general and administrative expenses increased 2813.63% to $186.8 9 million for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to $176.4 7 million for the ~~three~~nine months ended September 30, ~~2001~~2002. ~~The~~ ~~Company~~This ~~began~~was ~~incurring~~primarily ~~management~~as ~~fees~~a ~~from~~result ~~the date~~ of ~~its acquisitions~~increases ~~of the AT&T cable systems. The increase~~ in ~~the~~bad debt ~~management fees~~expense, ~~payable to the Company’s parent~~taxes, ~~MCC,~~fees ~~was~~and ~~principally~~marketing ~~due~~expenses. toAs a ~~full~~percentage ~~period~~ of revenues, ~~operations in 2002 for the acquisitions~~selling, asgeneral ~~compared~~and toadministrative aexpenses ~~partial~~were ~~period~~21.2% ~~of operations~~ for the ~~three~~ nine months ended September 30, ~~2001. As a percentage of revenues~~2003, ~~management~~as ~~fee~~compared ~~expense~~with ~~was 1~~20.42% for the ~~three~~nine months ended September 30, 2002 ~~and September 30, 2001~~.

~~Depreciation~~Management ~~and~~fee ~~amortization~~expense. ~~Depreciation~~ ~~and~~Management ~~amortization~~fee ~~decreased~~expense 18increased 29.24% to $276.7 6 million for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to $335.8 1 million ~~for~~ the ~~three~~nine months ended September 30, ~~2001~~2002. ~~The~~ ~~decrease~~This ~~reflected~~increase ~~the~~reflects greater ~~adoption~~overhead ofcosts ~~SFAS~~charged ~~142,~~by ~~effective~~MCC ~~January~~during ~~1, 2002, which eliminates~~ the ~~amortization~~nine ofmonth ~~goodwill~~period ~~and~~ended September 30, ~~indefinite-lived~~2003. ~~intangible~~As ~~assets. The adoption~~a percentage of ~~SFAS~~revenues, ~~142~~management ~~reduced~~fee ~~amortization~~ expense ~~by $24~~was 1.96% ~~million~~for ~~during~~ the ~~three~~nine months ended September 30, ~~2002~~2003, ~~substantially~~as ~~offset~~compared bywith a1.4% ~~full period of depreciation and amortization~~ for the ~~three~~nine months ended September 30, 2002~~, together with depreciation expense associated with the Company’s ongoing investments in its cable systems~~.

~~Interest~~Depreciation ~~expense, net~~and amortization. ~~Interest~~ ~~expense,~~Depreciation ~~net,~~and ~~decreased~~amortization 7increased 6.4% to $1988.1 0 million for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to $2082.6 7 million for the ~~three~~nine months ended September 30, ~~2001~~2002. ~~This~~ ~~was~~The ~~primarily~~increase is due to ~~lower~~the ~~interest~~Company’s ~~rates~~ongoing oninvestments in its cable systems, offset in part by changes in the estimated useful lives of the Company’s ~~variable~~cable ~~rate~~systems ~~debt~~and equipment in conjunction with its recently completed network upgrade and rebuild program. These changes reduced depreciation by $11.1 million for the nine months ended September 30, 2003. See Note 2 to the Company’s consolidated financial statements.

~~Loss~~Interest onexpense, ~~derivative~~net. ~~instruments~~Interest expense, net, increased 9. ~~Loss~~2% onto ~~derivative~~$62.0 million ~~instruments~~for the nine months ended September 30, ~~net~~2003, ~~was~~as compared to $1156.18 million for the ~~three~~nine months ended September 30, 2002. This ~~loss~~was ~~reflects~~primarily adue to ~~decline~~an increase in the aggregate notional amount of the Company’s interest rate exchange agreements from $250.00 million as of September 30, 2002 to $500.0 million as of September 30, 2003 and an increase in average indebtedness, offset in part by lower market interest rates ~~relative~~during the nine months ended September 30, 2003, as compared to the nine months ended September 30, 2002. The average fixed interest ~~rates~~rate the Company ~~pays~~paid under its interest rate exchange ~~swap~~ agreements was higher than variable market interest rates paid by the Company under its bank credit facilities for the nine months ended September 30, 2003 and 2002.

~~Other~~Loss ~~expenses~~on derivative instruments, net. ~~Other~~ ~~expenses~~Loss ~~were~~on derivative instruments, net, was $1.2 .0 million for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to $012.4 3 million for the ~~three~~nine months ended ~~September~~ September 30, ~~2001~~2002. This was primarily due ~~primarily~~ to a smaller decrease in market interest rates during the ~~amortization~~nine ofmonths ~~deferred~~ended September 30, ~~financing~~2003, ~~costs~~as ~~for~~compared to the ~~three~~nine ~~month~~months ~~period~~ended inSeptember 30, 2002.

~~Net loss~~Other expenses. ~~Due~~ toOther ~~the~~expenses ~~factors~~were ~~described~~$4.2 million ~~above,~~for the ~~Company~~nine ~~generated~~months ended aSeptember 30, ~~net~~2003, ~~loss~~as ofcompared to $83.7 9 million for the ~~three~~nine months ended September 30, 2002. asOther ~~compared~~expenses toprimarily ~~$17.1~~represent ~~million~~amortization of deferred financing costs and fees on unused credit commitments, and for the ~~three~~nine months ended September 30, ~~2001~~2003 also included a $0.6 million loss on sales of cable television systems.

~~Operating~~Net ~~cash flow~~loss. ~~Operating~~ ~~cash~~Due ~~flow increased 33.7%~~ to ~~$50.4 million for~~ the ~~three~~factors ~~months~~described ~~ended September 30~~above, ~~2002,~~the asCompany ~~compared~~generated toa ~~$37.7 million for~~net ~~the~~loss ~~three months ended September 30, 2001. Of the operating cash flow increase~~ of $120.7 4 million, $2.0 million was attributable to the acquisitions. Excluding the effects of such acquisitions, operating cash flow increased primarily due to rate increases in the Company’s video services, and customer growth in the Company’s basic, digital cable and high-speed Internet access services, partially offset by the increases in programming and other service costs and selling, general and administrative expenses. As a percentage of revenues, operating cash flow was 39.0% for the ~~three~~nine months ended September 30, ~~2002~~2003, as compared to ~~with 38~~$13.6%9 million for the ~~three~~nine months ended September 30, ~~2001~~2002.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

Revenues. Revenues increased to $379.8 million for the nine months ended September 30, 2002, from $97.9 million for the period from April 5, 2001 (“Inception”) through September 30, 2001. Of the revenue increase of $281.9 million, $249.2 million was attributable to the acquisitions of the AT&T cable systems. Revenues by service offering were as follows (dollars in millions):

	Nine Months Ended September 30,					April 5, 2001 through September 30,
	2002					2001
	Amount		% of Revenues			Amount		% of Revenues
Video	$	323.3		85.1	%	$	84.7		86.5	%
Data		32.3		8.5			7.4		7.6
Advertising		24.2		6.4			5.8		5.9
	$	379.8		100.0	%	$	97.9		100.0	%

Video revenues increased to $323.3 million for the nine months ended September 30, 2002, from $84.7 million for the period from Inception through September 30, 2001. Of the video revenue increase of $238.6 million, $219.7 million was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, video revenues increased primarily due to basic rate increases largely associated with new programming introductions and to customer growth in the Company’s basic and digital cable services.

Data revenues increased to $32.3 million for the nine months ended September 30, 2002, from $7.4 million for the period from Inception through September 30, 2001. Of the data revenue increase of $24.9 million, $13.8 million was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, data revenues increased primarily due to customer growth in the Company’s high-speed Internet access service.

Advertising revenues increased to $24.2 million for the nine months ended September 30, 2002, from $5.8 million for the period from Inception through September 30, 2001. Of the advertising revenue increase of $18.4 million, $15.8 million was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, advertising revenues increased primarily due to a general improvement in local and national advertising markets.

Service costs. Service costs increased to $156.1 million for the nine months ended September 30, 2002, from $39.7 million for the period from Inception through September 30, 2001. Of the service costs increase of $116.4 million, $102.2 million was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, service costs increased primarily as a result of higher programming expenses, including rate increases by programming suppliers for existing services and the cost of new channel additions, greater technical employees support and other operating costs directly related to customer growth in the Company’s high-speed Internet access services, and non-recurring incremental costs of $3.0 million related to the Company’s high-speed Internet transition completed in February 2002. These incremental costs specifically related to the continuation of the Excite@Home Internet service and the transition of the Company’s data customers to Mediacom Online, its proprietary high-speed Internet services during the first quarter of 2002. This increase was partially offset by higher capitalized labor and overhead associated with the significant increase in the Company’s cable network upgrade and headend elimination activities. As a percentage of revenues, service costs were 41.1% for the nine months ended September 30, 2002, as compared with 40.6% for the period from Inception through September 30, 2001.

Selling, general and administrative expenses. Selling, general and administrative expenses increased to $76.7 million for the nine months ended September 30, 2002, from $19.1 million for the period from Inception through September 30, 2001. Of the selling, general and administrative expense increase of $57.6 million, $57.4 was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, these costs increased primarily as a result of higher marketing expenses, substantially offset by a reduction in bad debt expense and taxes and fees. As a percentage of revenues, selling, general and administrative expenses were 20.2% for the nine months ended September 30, 2002 as compared with 19.5% for the period from Inception through September 30, 2001.

Management fee expense. Management fee expense increased to $5.1 million for the nine months ended September 30, 2002, from $1.4 million for the period from Inception through September 30, 2001. The Company began incurring management fees from the date of its acquisitions of the AT&T cable systems. The increase in management fees, payable to the Company’s parent, MCC, was principally due to a full period of operations in 2002, as compared to a partial period of operations for the period from Inception through September 30, 2001. As a percentage of revenues, management fee expense was 1.4% for the nine months ended September 30, 2002 and for the period from Inception through September 30, 2001.

Depreciation and amortization. Depreciation and amortization increased to $82.7 million for the nine months ended September 30, 2002, as compared to $34.0 million for the period from Inception through September 30, 2001. The increase was due to a full period of depreciation and amortization for the nine month period in 2002, and the depreciation expense associated with the Company’s ongoing investments in its cable systems, partially offset by the adoption of SFAS 142, effective January 1, 2002, which eliminates amortization of goodwill and indefinite-lived assets. The adoption of SFAS 142 reduced amortization expense by $74.7 million during the nine months ended September 30, 2002.

Interest expense, net. Interest expense, net, was $56.8 million for the nine months ended September 30, 2002, as compared to $20.8 million for the period from Inception through September 30, 2001. This increase principally reflects interest expense for the full nine month period ended September 30, 2002 as compared to interest expense for the period from Inception through September 30, 2001. These amounts represented interest on financings for the Company’s acquisitions of the AT&T cable systems.

Loss on derivative instruments, net. Loss on derivative instruments, net, was $12.3 million for the nine months ended September 30, 2002, primarily due to declining interest rates. The loss reflects a decline in market interest rates relative to the fixed interest rates the Company pays under its interest rate swap agreements.

Other expenses. Other expenses were $3.9 million for the nine months ended September 30, 2002, as compared to other income of $0.4 million for the nine months ended September 30, 2001. This increase reflects a full nine months of fees on unused credit commitments under the Company’s bank credit facility and amortization of deferred financing costs in 2002.

Net (loss) income. Due to the factors described above, the Company generated a net loss of $13.9 million for the nine months ended September 30, 2002 as compared to $17.4 million for the period from Inception through September 30, 2001.

Operating cash flow. Operating cash flow increased to $141.9 million for the nine months ended September 30, 2002, as compared to $37.8 million for the period from Inception through September 30, 2001. Of the operating cash flow increase of $104.1 million, $71.0 million was attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, operating cash flow increased primarily due to rate increases in the Company’s video services, and customer growth in the Company’s basic, digital cable and high-speed Internet access services, partially offset by the increases in programming and other service costs and the non-recurring incremental costs related to the Company’s high-speed Internet transition. As a percentage of revenues, operating cash flow was 37.4% for the nine months ended September 30, 2002 as compared with 38.6% for the period from Inception through September 30, 2001.

Liquidity and Capital Resources

The Company’s business requires ~~substantial~~ capital for the upgrade, expansion and maintenance of its cable network and for the introduction of new advanced broadband services. In addition, the Company has pursued, and will continue to pursue, a business strategy that includes selective acquisitions and new product development. The Company has funded and will continue to fund its working capital requirements, capital expenditures and acquisitions through a combination of internally generated funds and long-term borrowings.

Operating Activities

Net cash flows provided by operating activities were $62.8 million and $94.6 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease in net operating cash flows was principally due to an increase in the use of cash for certain working capital accounts for the nine months ended September 30, 2003.

Investing Activities

~~The~~Net ~~Company’s~~cash ~~capital~~flows ~~expenditures~~used in investing activities were ~~approximately~~ $~~177~~93.69 million and $179.6 million for the nine months ended September 30, ~~2002. As~~2003 ofand ~~September 30,~~ 2002, ~~approximately~~respectively. The ~~84%~~decrease ofin ~~the~~net ~~Company’s~~investing ~~cable~~cash ~~network~~flows ~~was~~resulted ~~upgraded~~principally ~~with~~from ~~550MHz~~a toreduction in ~~870MHz~~capital ~~bandwidth~~expenditures ~~capacity~~for ~~and about 77% of~~ the ~~Company’s~~ ~~homes~~nine ~~passed~~months ~~were~~ended ~~activated with two-way communications capability. As of~~ September 30, ~~2002, the Company’s digital cable service was available to approximately 825,000 basic subscribers, and the Company’s data service was marketed to about 1~~2003.~~1 million homes passed by the Company’s cable systems.~~

The Company’s ~~plans~~capital toexpenditures ~~continue~~were ~~its~~approximately ~~aggressive~~$102.1 million ~~cable~~for ~~network~~the ~~upgrade~~nine ~~program~~months ended September 30, 2003, inclusive of $5.0 million of vehicles purchased and ~~expects~~financed ~~that~~under capital leases, as compared to $177.6 million for the nine months ended September 30, 2002. As of September 30, 2003, as a result of our cumulative capital investment in our network upgrade program, approximately 9199% of ~~its~~the Company’s cable network ~~will~~was be upgraded with 550MHz to 870MHz bandwidth capacity and about 8497% of the Company’s homes passed ~~will~~were activated ~~have~~with two-way communications capability ~~by year end 2002~~. To ~~achieve~~As ~~these~~of ~~targets~~September 30, ~~and~~2003, the toCompany’s ~~fund~~digital ~~other~~cable ~~requirements,~~service ~~including~~was ~~cable~~available ~~modems,~~to ~~digital~~approximately ~~converters,~~99% ~~new~~of ~~plant~~its basic ~~construction~~subscribers, ~~headend~~and ~~eliminations,~~the ~~regional~~Company’s ~~fiber~~high ~~interconnections~~speed ~~and~~Internet ~~network~~access ~~replacement,~~service ~~the~~was marketed ~~Company expects~~ to ~~invest between~~about ~~$225.0~~96% ~~million~~of ~~and$235.0~~the ~~million~~homes inpassed ~~capital~~by ~~expenditures~~its incable ~~2002~~systems.

OnThe ~~June~~Company ~~29,~~has ~~2001,~~recently ~~the~~completed ~~Company~~its ~~completed~~planned network upgrade program and expects prospective capital expenditures to consist primarily of the ~~acquisition~~costs of ~~AT&T~~new ~~cable~~advanced ~~systems~~service ~~serving~~installations ~~approximately~~and 94equipment,~~000~~ ~~basic~~new ~~subscribers~~plant inconstruction ~~Missouri~~and network replacement. The ~~purchase~~Company ~~price~~expects ~~for~~to ~~the~~invest ~~Missouri systems was~~ approximately $~~300~~125.0 million to $130.0 million in capital expenditures in 2003.

On July 18, 2001, the Company completed the acquisitions of AT&T cable systems serving approximately 706,000 basic subscribers in the states of Georgia, Illinois and Iowa. The aggregate purchase price for these cable systems was approximately $1.76 billion.

Financing Activities

ToNet ~~finance~~cash ~~the~~flows ~~Company’s~~provided ~~acquisitions~~by financing activities were $24.6 million and $34.5 million ~~network~~for ~~upgrade~~the ~~program~~nine months ended September 30, 2003, and to2002, respectively. ~~provide~~The ~~liquidity~~decrease ~~for~~in ~~future~~net ~~capital~~financing ~~needs~~cash flows resulted from lower borrowing requirements for the ~~Company~~nine ~~completed~~months ended September 30, 2003, principally due to the ~~undernoted~~above-mentioned ~~financing~~decrease ~~arrangements~~in capital expenditures.

OnMediacom ~~June 29~~LLC, ~~2001,~~a ~~Mediacom~~wholly-owned ~~Broadband~~subsidiary ~~and~~of ~~Mediacom~~MCC, ~~Broadband~~has ~~Corporation~~a ~~completed an offering of~~ $~~400~~150.0 million preferred ~~aggregate~~equity ~~principal~~investment ~~amount~~in ofthe ~~11%~~Company. ~~senior~~The ~~notes~~preferred ~~due~~equity ~~September~~investment has ~~2013. Interest~~a ~~on the 11~~12% ~~senior~~annual ~~notes~~dividend, is payable onquarterly ~~January~~in 15cash. ~~and~~During ~~July~~the 15nine ofmonths ended ~~each~~September 30, ~~year~~2003, ~~which~~the ~~commenced~~Company onpaid ~~January~~in ~~15,~~aggregate ~~2002~~$13. ~~The~~5 million ~~proceeds~~in ~~were used to fund a~~cash ~~portion~~dividends ofon the ~~price~~preferred ~~for the acquisitions of the AT&T cable systems~~equity.

OnDuring ~~June~~the ~~29,~~nine ~~2001,~~months ~~MCC~~ended ~~made~~September 30, a2003, ~~$336.4~~the ~~million~~Company ~~equity~~paid ~~contribution to~~in ~~the~~aggregate ~~Company. MCC~~cash ~~made~~dividends anof ~~additional~~approximately $~~388~~9.6 1 million ~~equity contribution~~ to ~~the Company on July 18, 2001~~MCC. ~~The proceeds were used to fund a portion of the purchase price for the acquisitions of the AT&T cable systems.~~

OnThe ~~July~~Company’s ~~18,~~operating ~~2001,~~subsidiaries ~~the~~have ~~Company received~~ a $~~150~~1.04 billion ~~million~~credit ~~preferred~~facility expiring ~~equity~~in ~~investment~~September 2010, ~~from~~of ~~subsidiaries~~which of$946.0 million ~~Mediacom~~was ~~LLC,~~outstanding aas ~~New~~of September 30, ~~York~~2003. ~~limited~~The ~~liability company~~Company ~~wholly~~has ~~owned~~entered byinto ~~MCC. The~~interest ~~preferred~~rate ~~equity~~exchange agreements, ~~investment~~which ~~has~~expire afrom ~~12%~~June 2005 ~~annual~~through ~~dividend~~March 2007, ~~payable~~to ~~quarterly~~hedge in$500.0 million ~~cash~~of floating rate debt. ~~During~~ Under the ~~nine~~terms ~~months~~of ~~ended~~all ~~September~~of ~~30,~~the ~~2002~~Company’s interest rate exchange agreements, the Company ~~paid~~is inexposed ~~aggregate~~to ~~$13.5~~credit ~~million~~loss in ~~cash~~the event ~~dividends~~of onnonperformance by the ~~preferred~~ ~~equity. The~~other ~~proceeds~~parties ~~from~~of the ~~preferred~~interest ~~equity~~exchange agreements. ~~investment~~However, ~~were~~the ~~used~~Company todoes ~~fund~~not aanticipate ~~portion~~their nonperformance. As of ~~the~~September 30, ~~purchase~~2003, ~~price~~about 67% of ~~its~~the ~~acquisitions~~Company’s ofoutstanding ~~the~~indebtedness ~~AT&T~~was at ~~cable~~fixed ~~systems~~interest rates or subject to interest rate protection.

~~On February 4, 2002, the Company and MCC filed a registration statement with the SEC under which the Company may sell debt securities unconditionally guaranteed by~~12 ~~MCC for a maximum amount of $1.5 billion. The SEC declared this registration statement effective on February 13, 2002. The Company has not issued any securities under this registration statement.~~

On July 1, 2002, the Company paid a $4.5 million cash dividend to MCC.

The Company’s operating subsidiaries have a $1.4 billion credit facility expiring in September 2010, of which $853.0 million was outstanding as of September 30, 2002. The Company entered into interest rate exchange agreements, which expire from 2005 through 2007, to hedge $350.0 million of floating rate debt, including $100.0

~~million~~ As of ~~interest~~September 30, ~~rate~~2003, ~~exchange~~the ~~agreements~~Company’s ~~completed~~total ~~subsequent~~debt towas ~~September 30~~$1.35 billion, ~~2002. Under~~it had ~~the~~unused ~~terms~~credit commitments of ~~all~~about $446.2 million under its bank credit facility and its annualized cost of ~~the~~debt ~~Company’s~~capital ~~interest~~was ~~rate~~approximately ~~exchange~~6.3%. ~~agreements~~On such date, ~~the Company~~approximately is$295.9 million ~~exposed~~could tobe ~~credit~~borrowed ~~loss~~and inused for general corporate purposes under the ~~event~~most ofrestrictive ~~nonperformance~~covenants byin the ~~other~~Company’s ~~parties~~debt arrangements. ~~However~~ As of September 30, 2003, the Company ~~does~~was ~~not~~in ~~anticipate~~compliance ~~their~~with ~~nonperformance~~all covenants under its debt arrangements.

AsAlthough ~~of September 30, 2002,~~ the Company’s ~~total~~has ~~debt~~not ~~was~~generated ~~$1.25~~earnings ~~billion. On~~sufficient ~~such~~to ~~date~~cover fixed charges, the Company ~~had~~has ~~approximately~~generated ~~$546.5~~cash ~~million~~and ofobtained ~~unused~~financing ~~credit~~sufficient to ~~commitments~~meet ~~under~~ its ~~bank~~short-term ~~credit~~requirements, ~~facility~~including its debt service, ofworking ~~which~~capital and ~~about~~capital ~~$397~~expenditures.4 ~~million~~The ~~could~~Company expects that it will continue to be ~~borrowed~~able to ~~and~~generate ~~used~~funds ~~for~~and ~~general~~obtain ~~corporate~~financing ~~purposes~~sufficient ~~under~~to ~~the~~meet ~~most~~its ~~restrictive~~long-term business ~~covenants~~plan, inservice the Company’s debt ~~arrangements. As~~obligations ofand ~~the~~complete ~~date~~its offuture acquisitions. ~~this report~~However, ~~about~~ ~~57%~~there ofcan ~~the~~be ~~Company’s~~no ~~outstanding~~assurance ~~indebtedness~~that isthe atCompany ~~fixed~~will ~~interest~~be ~~rates or subject~~ able to ~~interest~~obtain ~~rate~~sufficient ~~protection~~financing, ~~and~~or, ~~its~~if ~~weighted~~it ~~average~~were ~~cost~~able ofto ~~indebtedness~~do so, ~~including~~that ~~such~~the ~~interest~~terms would ~~rate~~be ~~exchange~~favorable ~~agreements,~~to isthe ~~approximately 6~~Company.~~3%.~~

~~For~~Critical ~~the~~Accounting ~~three months ended September 30, 2002, the Company’s leverage ratio (defined as total debt at period end divided by~~Policies annualized operating cash flow) was 6.2 times. The interest coverage ratio (defined as operating cash flow divided by total interest expense, net) for such period was 2.6 times. As of September 30, 2002, the Company was in compliance ~~with all debt covenants.~~

~~Although~~The ~~the~~foregoing ~~Company~~discussion ~~has~~and ~~not~~analysis ~~generated~~of ~~earnings sufficient to cover fixed charges,~~ the Company’s ~~has~~financial ~~generated cash~~condition and ~~obtained~~results ~~financing~~of ~~sufficient~~operations tois ~~meet~~based ~~its~~upon ~~short-term~~the ~~requirements~~Company’s consolidated financial statements, ~~including~~which ~~its~~have ~~debt~~been ~~service,~~prepared ~~working~~in ~~capital,~~accordance ~~capital~~with ~~expenditure~~accounting ~~and~~principles generally ~~acquisition~~accepted ~~requirements~~in the United States. The ~~Company~~preparation ~~expects~~of ~~that~~these itfinancial statements ~~will~~requires ~~continue~~the Company to bemake ~~able~~estimates toand ~~generate~~assumptions ~~funds~~that ~~and~~affect ~~obtain~~the ~~financing~~reported ~~sufficient~~amounts toof ~~meet~~assets, ~~its~~liabilities, ~~long-term~~revenues ~~business~~and ~~plan~~expenses, ~~service~~and ~~the~~related disclosure ~~Company’s~~of ~~debt~~contingent ~~obligations~~assets and ~~complete~~liabilities. ~~its~~Periodically ~~future~~the ~~acquisitions. However~~Company evaluates its estimates, ~~there~~including ~~can~~those berelated noto ~~assurance~~doubtful ~~that~~accounts, long-lived ~~the~~assets, ~~Company~~capitalized ~~will~~costs beand ~~able~~accruals. toThe ~~obtain~~Company ~~sufficient~~bases ~~financing,~~its ~~or,~~estimates ifon ithistorical ~~were~~experience ~~able~~and toon dovarious ~~so,~~other assumptions that the Company ~~terms~~believes ~~would~~are bereasonable. ~~favorable~~Actual toresults ~~them~~may differ from these estimates under different assumptions or conditions.

The Company believes the following represent the most significant and subjective estimates used in the preparation of the Company’s consolidated financial statements:

Property, Plant and Equipment

In accordance with Statement of Financial Accounting Standards (‘SFAS”) No. 51, “Financial Reporting by Cable Television Companies,” the Company capitalizes a portion of direct and indirect costs related to the construction, replacement and installation of property, plant and equipment, including certain costs related to new video and new high-speed Internet subscriber installations. Capitalized costs are recorded as additions to property, plant and equipment and depreciated over the life of the related assets. The Company performs periodic evaluations of the estimates used to determine the amount of costs that are capitalized.

Impairment of Long-Lived Assets

The Company follows the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and provides guidance on classification and accounting for such assets when held for sale or abandonment. There have been no changes in the Company’s circumstances that would indicate that the Company would need to perform an impairment review.

Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” The provisions of SFAS No. 142 prohibit the amortization of goodwill and indefinite-lived intangible assets and require such assets to be tested annually for impairment, or more frequently if impairment indicators arise. The Company has determined that its cable franchise costs are indefinite-lived assets. The Company’s annual impairment tests, performed as of September 30, 2002, determined that there was no impairment of goodwill or indefinite-lived intangible assets. There have been no events since then that would require an analysis to be completed before the annual test date.

Recent Accounting Pronouncements

~~Effective~~The ~~January 1, 2002, the Company adopted, Statement of~~ Financial Accounting Standards ~~No.~~Board ~~141~~ (“~~SFAS 141~~FASB”) ~~“Business~~issued ~~Combinations”~~SFAS ~~and~~ No. 143, ~~142 (~~“~~SFAS~~Accounting ~~142”)~~for ~~“Goodwill~~Asset ~~and~~Retirement ~~Other Intangible Assets~~Obligations,”~~. SFAS~~ ~~141~~in ~~requires all business combinations initiated after~~ June ~~30,~~ 2001 ~~to be accounted for using the purchase method~~. ~~Adoption~~ of SFAS ~~141 had no effect on~~No. 143 ~~the~~addresses ~~Company’s results of operations or~~ financial ~~position~~accounting asand ~~the~~reporting ~~Company accounts~~ for ~~all~~obligations ~~acquisitions~~associated ~~under~~ with the ~~purchase~~retirement ~~method. The provisions~~ of ~~SFAS~~tangible ~~142 prohibit the amortization of goodwill and indefinite~~long-lived ~~intangible~~ assets and ~~require~~ ~~such~~the ~~assets~~associated toasset retirement ~~be tested annually for impairment, or more frequently if impairment indicators arise~~costs. The Company ~~has~~adopted ~~determined~~SFAS ~~that its cable franchise costs are indefinite-lived assets~~No. ~~The~~ 143 ~~impact~~on ofJanuary 1, ~~adopting~~2003, ~~SFAS 142 was to~~and ~~reduce~~such ~~amortization~~adoption ~~expense~~did bynot ~~$24.9~~have ~~million~~a ~~and~~material ~~$74.7~~impact ~~million~~on ~~for~~ the ~~three~~Company’s ~~and~~financial condition ~~nine~~or ~~months~~results ~~ended~~of ~~September 30, 2002, respectively~~operations.

In ~~July 2001~~April 2003, the FASB issued ~~Statements~~SFAS No. 149, “Amendment of ~~Financial~~Statement ~~Accounting~~133 on ~~Standards~~Derivative ~~No.~~Instruments ~~143~~and ~~(“SFAS~~Hedging ~~143~~Activities.”), ~~“Accounting~~SFAS ~~for~~No. 149 ~~Asset~~amends ~~Retirement Obligations,”~~and ~~which~~clarifies ~~addresses~~ financial accounting and reporting for ~~obligations~~derivative ~~associated~~instruments, including ~~with~~certain ~~the~~derivative ~~retirement~~instruments ofembedded ~~tangible~~in ~~long-lived~~other ~~assets~~contracts and ~~the~~for hedging ~~associated~~activities ~~asset~~under ~~retirement~~SFAS ~~costs~~No. ~~SFAS~~ 133, ~~143~~“Accounting ~~will~~for ~~become~~Derivative Instruments and Hedging Activities.” In general, SFAS No. 149 is effective for ~~fiscal~~contracts entered ~~years~~into ~~beginning~~or modified after June 15 30, 2003 and for hedging relationships ~~2002~~designated after June 30, 2003. The ~~Company~~company ~~does~~adopted ~~not~~SFAS ~~expect~~No. 149 ~~that~~on ~~adoption~~July 1, 2003, ofand ~~SFAS~~such ~~143~~adoption ~~will~~did not have a material impact on ~~its~~the ~~results~~Company’s financial ofcondition ~~operations~~ or ~~financial~~results ~~position~~of operations.

In ~~August 2001~~May 2003, the FASB issued ~~Statements~~SFAS ofNo. 150, “Accounting for Certain Financial ~~Accounting~~Instruments ~~Standards~~with ~~No.~~Characteristics ~~144~~of ~~(“SFAS~~both ~~144~~Liabilities and Equity.”) SFAS ~~“Accounting~~No. 150 establishes standards for ~~the~~how ~~Impairment~~an orissuer ~~Disposal~~classifies ofand measures in ~~Long-Lived~~its ~~Assets,”~~statement ~~which~~of ~~addresses~~financial position certain financial ~~accounting~~instruments with characteristics of both liabilities and ~~reporting~~equity. In accordance with SFAS No. 150, certain financial instruments that embody obligations for the ~~impairment~~issuer orare required ~~disposal~~to ofbe ~~long-lived~~classified ~~assets~~as ~~and~~liabilities. ~~provides~~SFAS ~~guidance~~No. 150 onis ~~classification~~effective for financial instruments entered into or modified after May 31, 2003, and otherwise ~~accounting~~shall ~~for~~be ~~such~~effective ~~assets~~at ~~when~~the ~~held~~beginning ~~for~~of ~~sale~~the orfirst ~~abandonment~~interim period beginning after June 15, 2003. The Company adopted ~~this~~SFAS ~~standard~~No. 150 ~~effective~~on ~~January~~ July 1, 2003, ~~2002~~ and ~~there~~such ~~was~~adoption nodid not have a material impact on ~~its~~the ~~results~~Company’s financial ofcondition ~~operations~~ or ~~financial~~results ~~position~~of operations.

Inflation and Changing Prices

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

1514

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, the Company uses interest rate exchange agreements in order to fix the interest rate on its floating rate debt. As of September 30, ~~2002~~2003, the Company had interest rate exchange agreements with various banks pursuant to which the interest rate on $~~250~~500.0 million is fixed at a ~~weighted~~weighed average rate of approximately 43.04%, plus the average applicable margin over the eurodollar rate option under the Company’s bank credit agreements. Under the terms of the interest rate exchange agreements, which expire from 2005 through 2007, the Company is exposed to credit loss in the event of nonperformance by the other parties. However, the Company does not anticipate ~~their~~ nonperformance by the other parties. At September 30, ~~2002~~2003, based on the mark-to-market valuation, the Company would have paid approximately $1217.3 0 million if it terminated these agreements, inclusive of accrued interest. ~~The table below provides information for the Company’s long term debt. See Note 4 to the Company’s consolidated~~ ~~financial statements~~

	Expected Maturity
	(All dollar amounts in thousands)
	2002			2003			2004			2005			2006			Thereafter			Total			Fair Value
Fixed rate	$	—		$	—		$	—		$	—		$	—		$	400,000		$	400,000		$	376,000
Weighted average interest rate		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%
Variable rate	$	—		$	—		$	8,500		$	35,000		$	42,500		$	767,000		$	853,000		$	853,000
Weighted average interest rate		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%		4.0	%

The table below provides the expected maturity and estimated fair value of the Company’s debt as of September 30, 2003 (dollars in thousands). See Note 4 to the Company’s unaudited consolidated financial statements.


				Bank Credit			Capital Lease
	Senior Notes			Facilities			Obligations			Total

Expected Maturity:
October 1, 2003 to September 30, 2004	$	—		$	4,250		$	1,101		$	5,351
October 1, 2004 to September 30, 2005		—			30,500			1,133			31,633
October 1, 2005 to September 30, 2006		—			40,625			1,169			41,794
October 1, 2006 to September 30, 2007		—			59,375			789			60,164
October 1, 2007 to September 30, 2008		—			65,000			—			65,000
Thereafter		400,000			746,250			—			1,146,250

Total	$	400,000		$	946,000		$	4,192		$	1,350,192

Fair Value	$	422,604		$	946,000		$	4,192		$	1,372,796

Weighted Average Interest Rate		11.0	%		3.4	%		3.1	%		5.7	%

ITEM 4. CONTROLS AND PROCEDURES

Mediacom Broadband LLC

~~Within~~The ~~the~~management ~~90 days prior to the date~~ of ~~this report,~~ Mediacom Broadband LLC (“Mediacom Broadband”) carried out an evaluation, ~~under the supervision and~~ with the participation of ~~Mediacom~~the ~~Broadband’s management, including~~ Mediacom Broadband’s Chief ~~Executive~~ Executive Officer and Chief Financial Officer, of the effectiveness of ~~the design and operation of~~ Mediacom Broadband’s disclosure controls and procedures ~~pursuant~~as ~~to Rule 13a-14 under the Securities Exchange Act~~ of ~~1934~~September 30, 2003. Based upon that evaluation, ~~the~~ Mediacom Broadband’s Chief Executive Officer and Chief Financial Officer concluded that Mediacom Broadband’s disclosure controls and procedures ~~are~~were effective into ~~timely~~ensure ~~alerting~~that ~~them~~information required to ~~material~~be ~~information~~disclosed ~~relating~~by to Mediacom Broadband ~~(including~~in ~~Mediacom~~reports that it files or ~~Broadband’s~~submits ~~consolidated~~under ~~subsidiaries)~~the ~~required~~Securities toExchange beAct ~~included~~of 1934 is recorded, processed, summarized and reported within the time periods specified in ~~Mediacom~~the ~~Broadband’s~~rules ~~periodic~~and forms ~~SEC~~of ~~filings.~~the Securities and Exchange Commission.

There ~~have~~has not been ~~no significant~~any ~~changes~~change in Mediacom Broadband’s internal ~~controls~~control over orfinancial reporting in ~~other~~connection ~~factors~~with ~~which~~the ~~could~~evaluation ~~significantly~~required ~~affect~~by ~~internal~~Rule 15d-15(d) ~~controls~~under ~~subsequent~~the toExchange Act that occurred during the ~~date~~quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband’s ~~carried~~internal ~~out~~control ~~its~~over ~~evaluation~~financial reporting.

Mediacom Broadband Corporation

~~Within~~ The ~~the~~management ~~90 days prior to the date~~ of ~~this report,~~ Mediacom Broadband Corporation carried out an evaluation, ~~under the supervision and~~ with the participation of ~~Mediacom Broadband Corporation’s management, including~~ the Mediacom Broadband Corporation’s Chief Executive Officer and ~~Principal~~Chief Financial Officer, of the effectiveness of ~~the design and operation of Mediacom~~ Mediacom Broadband Corporation’s disclosure controls and procedures ~~pursuant~~as ~~to Rule~~of September ~~13a-14~~30, ~~under the Securities Exchange Act of 1934~~2003. Based upon that evaluation, ~~the~~Mediacom Broadband Corporation’s Chief Executive Officer and ~~Principal~~Chief Financial Officer concluded that Mediacom Broadband Corporation’s disclosure controls and procedures ~~are~~ were effective into ~~timely~~ensure ~~alerting~~that ~~them~~information required to ~~material~~be ~~information~~disclosed ~~relating~~by to Mediacom Broadband ~~Corporation~~in ~~required~~reports tothat beit ~~included~~files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in ~~Mediacom~~the ~~Broadband~~rules ~~Corporation’s~~and ~~periodic~~forms ~~SEC~~of the Securities and Exchange ~~filings~~Commission.

There ~~have~~has not been noany ~~significant~~change ~~changes~~ in Mediacom Broadband Corporation’s internal ~~controls~~control orover financial reporting in ~~other~~connection ~~factors~~with ~~which~~the ~~could~~evaluation ~~significantly~~required ~~affect~~by ~~internal~~Rule 15d-15(d) ~~controls~~under ~~subsequent~~the toExchange Act that occurred during the quarter ~~date~~ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, Mediacom Broadband Corporation’s internal ~~carried~~control ~~out~~over ~~its~~financial ~~evaluation~~reporting.

1716

PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit Number		Exhibit Description
Exhibit
10.3		Amendment No. 1 dated September 12, 2002 between MCC Iowa LLC, MCC Illinois LLC, MCC Georgia LLC, MCC Missouri LLC and JPMorgan Chase Bank, as administrative agent for the lenders. (1)
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

(b) Reports on Form 8-K

~~The Company filed a Current Report on Form 8-K under Item 9 – Regulation FD Disclosure, dated August 14, 2002~~None. ~~(1) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 of Mediacom Communications Corporation and incorporated herein by reference.~~

1817

SIGNATURES

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

		MEDIACOM BROADBAND LLC
November 13, 2002	By:	/s/ MARK E. STEPHAN
November 11, 2003		By:	/s/ Mark E. Stephan
		~~Mark E. Stephan Senior Vice President and Chief Financial Officer~~	Mark E. Stephan Senior Vice President and Chief Financial Officer

1918

SIGNATURES

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

		MEDIACOM BROADBAND CORPORATION
November 13, 2002	By:	/s/ MARK E. STEPHAN
November 11, 2003		By:	/s/ MARK E. STEPHAN
		Mark E. Stephan Treasurer and Secretary (Principal Financial Officer)
			Mark E. Stephan Senior Vice President and Chief Financial Officer

2019

CERTIFICATIONS

I, Rocco B. Commisso, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of Mediacom Broadband LLC;
(2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
(6)	The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
November 13, 2002			BY:	/s/ ROCCO B. COMMISSO
				Rocco B. Commisso Chief Executive Officer

I, Rocco B. Commisso, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of Mediacom Broadband Corporation;
(2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
(6)	The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
November 13, 2002			BY:	/s/ ROCCO B. COMMISSO
				Rocco B. Commisso Chief Executive Officer

I, Mark E. Stephan, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of Mediacom Broadband LLC;
(2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
(6)	The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
November 13, 2002			BY:	/s/ MARK E. STEPHAN
				Mark E. Stephan Chief Financial Officer

I, Mark E. Stephan, certify that:

(1)	I have reviewed this quarterly report on Form 10-Q of Mediacom Broadband Corporation;
(2)	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
(6)	The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
November 13, 2002			BY:	/s/ MARK E. STEPHAN
				Mark E. Stephan Principal Financial Officer

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Filing Compare · MEDIACOM BROADBAND CORP