Mediacom TV Cable Report 2002Mediacom
Julien D'Ancona
Director of Accounting
April 8, 2003
City of Dubuque
1300 Main Street
Dubuque, LA 52001
To the City of Dubuque:
Pursuant to your request for the financial reports covering operational and financial conditions as
of December 31, 2002, enclosed herewith is Mediacom Broadband copy of Form 10-K Annual
Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for fiscal year
ended December 31, 2002. The Form 10K Annual Report is inclusive of all financial statement
activity for the City of Dubuque franchise authority systems as of the date of acquisition.
Should you have any questions or concerns please contact Julien D'Ancona, Director of
Accounting at (845) 695-2730 or email at Jdancona@mediacomcc.com.
Sincerely,
Julien D'Ancona
Director of Accounting
Mediacom Communications Corporation
100 Crystal Run Road · Middletown, NY 10941 · 845-695-2730 · Fax 845-695-2709
Mediacom Broadband LLC and Subsidiaries
Consolidated Balance Sheet
As of December 31, 2002
Assets
Cash and cash equivalents
Subscriber accounts receivable, net
Prepaid expenses and other assets
Investment in cable television systems:
Inventory, net
Property, plant and equipment, at cost
Less: accumulated depreciation
Property, plant and equipment, net
Intangible assets, net
Total investment in cable television systems
Other assets, net
Total assets
Liabilities and Members' Equity
Senior bank debt
Affiliate subordinated debt
Accounts payable and accrued expenses
Management fees payable
Deferred revenue
Total Liabilities
Commitments and Contingencies
Member's Equity
Capital contributions
Acoumulated deficit
Total members' equity
Total liabilities and members' equity
Total System
$ 10,307,000.00
35,076,000.00
1,990,000.00
5,283,000.00
853,593,000.00
(131,507,000.00)
722,086,000.00
1,481,972,000.00
2,209,341,000.00
9,033,000.00
$ 2,265,747,000.00
$ 898,000,000.00
599,883,000.00
167,513,000.00
492,000.00
18,371,000.00
1,884,259,000.00
700,000,000.00
(118,512,000.00)
581,488,000.00
$ 2,265,747,000.00
City of Dubuque
$ 146,117.71
497,256.70
28,211.34
74,894.72
12,101,004.57
(1,864,315.67)
10,236,688.90
21,009,251.42
31,320,835.04
128,056.78
$ 32,120,477.57
$ 12,730,542.67
8,504,271.86
260,437.42
23,876,983.37
9,923,585.60
(1,680,091.39)
8,243,494.~0
$ 32,120,477.57
Mediacom Broadband LLC and Subsidiaries
Consolidated Statement of Operations
Year ended December 31, 2002
Revenues
Costs and expenses:
Service costs
Selling, general and administrative expenses
Management fee expense
Depreciation and amortization
Operating income
Interest expense, net
Loss on derivative instruments, net
Other expenses
Netloss
Total System
$ 512,792,000.00
207,052,000.00
105,407,000.00
6,966,000.00
123,703,000.00
69,664,000.00
99,551,000.00
15,049,000.00
4,110,000.00
(49,046,000.00)
Ci~ofDubuque
$ 12,293,333.94
4,963,726.77
2,526,957.23
166,998.25
2,965,573.35
1,670,078.35
2,386,569.38
360,774.70
98,530.40
(1,175,796.14)
City of Dubuque Franchise
Dubuque System
Mediacom
Section 8.2(D)
New Replacement Existinq Total
Miles of Fiber Overhead (~ 0 42.6 42.6
Miles of Fiber Underground (~ 0 9.3 9.3
Miles of Aerial Trunk Active (~ 0.3504 51.12 51.12
Miles of Aerial Feeder Active 0.1348 0.2112 211.75 211.884~
Miles of underground trunk active 0.3841 0 15 15.3848
Miles of underground feeder active 2.3223 0.0492 109.08 111.4023
Total Plant Miles I I 2.8 438.9 441.7
CITY OF DUBUQUE
DUBUQUE SYSTEM
MEDIACOM
SECTION 8.2 (E)
Summary of complaints, City of Dubuque
Coveting the period of January 1, 2002 through December 31, 2002
The attached sheet indicated the number of service calls received by month for the City of
Dubuque. Also indicated is the percentage of subscribers.needing service calls for non-
Mediacom related calls.
With the exception of isolated circumstances the average response time was 0 - 4 hours
once someone called in for a service call.
Except for the not home and no fault found calls, each call was handled routinely and the
problem resolved upon the visit to the customer's home.
CITY OF DUBUQUE,
DUBUQUE SYSTEM
MEDIACOM
SECTION 8.2 (F)
In 1992 the FCC started requiring cable systems to file annual reports
pertaining to technical requirements.
Attached is a copy of 2002 reports.
Region:
lteadend: . Dubuque
Eastern/Northem Ili.
FCC Rules: § 76.605(a)(2)
· MediaCom Technical-Performance Test summary
System: . :,~Dubuque :3:., : :- '
AURAL SUBCARRIER FREQUENCY ,,:::~: :~ , :~ i
- ::¢.' efformance Limits: 4.500 MHz
· VISUAL SIGNAL LEVEL AT END'OF i00 FOOT DROP '
FCC Rules: § 76.605(a)(3) " : :;};-}:: P ~!~!its} +3 dBmv Minimu~
-' . V SUAL SIGNAL LEVEL VARIATION, ANY SINGL~. CItANNEL ' '
FCC Rules: § 76.605(a~(4) : · ,~ ,' PerfOrmance Limits 8 dBmV Maximum
VISUAL SIGNAL LEVEL VARIATION, ADJACENT CHANNELs
':FCCRules:§'76.605(a)(4)(i) - '. .' .- !: Performance Limits: 3dBmVMaximum
VISUAL SIGNAL LEVEL VARIATION, ALL CHANNELS
FCC Rules: § 76.605(a)(4)(ii) Performance Limits: 10dB+l dB/100 MHz above 300
MHz max. Activated Frequency
13 Pass
AURAL SUBCARRIER LEVEL
FCC Rules: § 76.605(a)(5) Performance Limits: -10 to -17 dBc W/O Converter
-6.5 to -17 dBc W Converter
~i~i -13.0 -14.0 -14.0 -13.0 -14.0 -13.0 -14.0 Pass
-17.0 -17.( -17.0 -17.0 -16.0 -17.( -17.0 Pass
IN-BAND FREQUENCY RESPONSE
FCC Rules: § 76.605(a)(6) Performance Limits: -+2 dB from 0.75 to 5.0 Mhz
above lower channel boundary
0.61 0.61 0-81 0.61 0.31 0.41 0.41 I I I I Pass
Page 2
VISUAL CARRIER TO NOISE RATIO
FCC Rules: § 76.605(a)(7) Performance Limits: 43 dBc Minimum
Regal-83 12 52.2 51.2 51.2 50.2 52.2 52.2 50.2
COMPOSITE TRIPLE BEAT
Performance Limits:
FCC Rules: § 76.605(a)(8) Standard Systems: 51 dBc min
HRC, IRC Systems: 47 dBc min
15~ 14-.01 15.01 15.01 13.0I
-57 15-57.0-59.0-61.0-59.0-57.0-57.0-61.0 .........
-52.41 -51.91 -56.31 -53.01 -51.51 -51.81 -56.4[ I I [ I Pass
Page 3
COMPOSITE SECOND ORDER (Non-Carrier-Coincident)
FCC Rules: § 76.605(a)(8) Performance Limits: Standard Systems: 51 dBc rain
HRC, IRC Systems: 47 dBc min
15.0 14.0 13.0 14.0 15.0 15.0 13.0
}tegaZ-83 -57 15 -57.0 -58.0 -59.0 -58.0 -57.0 -57.0 -59.0
~ 1 -53.51 -54.1 [ -57.41-54.31 -55.31 -55.21-58.31 I I I I Pass
SUBSCRIBER TERMINAL ISOLATION
FCC Rules: § 76.605(a)(9) Performance Limits: 18 dB Minimum
[
FCC Rules: § 76.605(a)(10)
HUM MODULATION
Performance Limits: 3 % pk-pk Maximun
Pass
FCC Rules: § 76.605(a)(11)(i)(ii)(iii)
COLOR PERFORMANCE
Performance Limits: <170 ns ChromaDelay
-+20% Differential Gain
+10° Differential Phase
98,0 3,8 1.4
Pass
Pass
Page 4
TEST EQUIPMENT USED
Analyzer HP HP8591C 3710A01868 10-10-98
SLM Wavetek SDA 5000 1131563 1-17-02
Frequency Counter Trilithic TFC-600 i01170 1-00
Signal Generator Tektronix TSG90 B021626 1-00
TEST CERTIFICATION
Name (printed):
Title (printed):
Name (printed):
Title (printed):
Name (printed):
Title (printed):
Darin Dean
Technical Operations Manager
Signature:
Date:
Signature:
Date:
Signature:
Date:
2/28/02
Page 5
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address 4th and Bluff
Date of Test 2~27/02
Time of Test 1049:00 16:48:00 23:15:00 5:45:06
C~a~nel VideoLevel AudioLevel VideoLevM AudioLevel VideoLevel AudioLevel VideoLevel AudioLevel MaxAudieDelt~
2 6.0
3 6.0
4 6,0
5 7.0
6 8,0
95
96
97
98
99
14 9.0
15 9.0
16 10.0
18 12.0
20 11.0
22 12.0
7 12,0
8 12.0
9 12.0
12 12.0
13 13.0
23 13.0
24 14.0
25 14.0
26 15.0
27 15.0
28 14.0
29 15.0
30 16.0
31 15.0
32 16.0
33 16.0
34 16.0
35 15.0
36 17.0
37
38
39
40 17.0
42
43 17.0
44 16.0
45 17.0
46 17.0
47 17.0
48 17.0
49 17.0
50 17.0
51 16.0
62 17.0
53 18,0
54 18.0
55 18.0
56 16.0
57 17.0
56 17.0
59 16.0
60 16.0
61 17,0
62 17.0
63 16.0
64 17.0
65 16.0
66 17.0
67 16.0
68 16.0
69 16.0
70 15.0
72
73 15,0
74 15.0
75 15.0
76 15.0
77 15.0
78
.7,6 5.0 -8.0 6.6 -6.0 610 -6.0 15.0
-8.0 5.0 '10.0 7.0 '7,0 7,0 '7.0 15.0
-9.0 5.0 -9.0 6.0 -8,0 8.0 -7.0 15.0
-9.0 6.0 -11.0 7.0 -7.0 8.0 -8.0 17.0
-5.0 7.0 -6,0 7,0 -8.0 9.0 -7.0 16.0
-7.0 8.0 -8.0 8.0 -6.0 9.0 -5.0 16.0
-4.0 9.0 -5.0 9.0 -5.0 10.0 -4.0 14.0
.3.0 9.0 ~,.0 11.0 -3.0 11.0 -4.0 15.0
-6,0 10.0 -5,0 11.0 -4.0 11,0 -4.0 16.0
-4.0 11.0 -4.0 12.0 4.0 11.0 -4.0 16,0
· -4.0 11.0 -5.0 11.0 ~,.0 11.0 -3.0 16.0
-8.0 11.0 -4.0 12.0 -3.0 12.0 -2.0 15.0
-3.0 12.0 -3.0 11.0 -3.0 12.0 -2.0 15.0
-3.0 13.0 -3.0 12.0 -3.0 13.0 -2.0 16.0
-3.0 12.0 -3.0 12,0 -3.0 13.0 -2.0 15.0
-2.0 11.0 -3.0 12.0 -2.0 13.0 -1.0 14.0
-2,0 11.0 -3,0 12,0 -1.0 12.0 -2.0 14.0
-1.0 12,0 -2.0 12.0 -1,0 12.0 -2.0 14.0
-1.0 13.0 0,0 12.0 -1.0 12,0 -1.0 13.0
-1,0 13.0 0.0 12.0 -2.0 12.0 -1,0 14.0
0,0 13.0 -1,0 13.0 0,0 18.0 -1.0 14,0
-1,0 14.0 -1,0 13.0 -1.0 1,'~0 -1.0 15.0
0.0 12,0 -1.0 14.0 0.0 13.0 0,0 14.0
0,0 15,0 1,0 13.0 0.0 13,0 0.0 14,0
1.0 15.0 1,0 14.0 0,0 14.0 0.0 14.0
0.0 15,0 0.0 14,0 0.0 13.0 0,0 15,0
0,0 15.0 -1,0 14.0 0,0 14.0 O.0 16.0
0.0 15.0 -1.0 14,0 0.0 14,0 0.0 16.0
0.0 16.0 0.0 15.0 0.0 15.0 0,0 16.0
0.0 16.0 0.0 14.0 -1,0 14.0 -1.0 16.0
1.0 16.0 1.0 14,0 0.0 14,0 0.0 15.0
1.0 17.0 1,0 15.0 0,0 15.0 0.0 16,0
1.0 16.0 1,0 15.0 0.0 15.0 0.0 15.0
010 16.0 1.0 14.0 0.0 14.0 0,0 15.0
2.0 16.0 1.0 16.0 0.0 16.0 1.0 16.0
2.0 16.0 1,0 16.0 1,0 16.0 2.0 15.0
2.0 16.0 1.0 16.0 1.0 16.0 1.0 15.0
2.0 17,0 1.0 17.0 1,0 17.0 1.0 16.0
2.0 18.0 2.0 16.0 1.0 17.0 1.0 16.0
2.0 18.0 2.0 15.0 1.0 16.0 1.0 16.0
2.0 18.0 2.0 16.0 1.0 16.0 1.0 16.0
2,0 18.0 2.0 16.0 1,0 16.0 2,0 16,0
2.0 18.0 2,0 16,0 1.6 16.0 2.0 16.0
3,0 18.0 2.0 16.0 1.0 16.0 2,0 16.0
2,0 18.0 2.0 16.0 1.0 17.0 2,0 16,0
2,0 18,0 2,0 16.0 1,0 16.0 2.0 16.0
3.0 18.0 3,0 16.0 1.0 17,0 2.0 15,0
2.0 18.0 3.0 16.0 1.0 16.0 2.0 16,0
2,0 18.0 2.0 16.0 1.0 16,0 2,0 16.0
1.0 17.0 2.0 15.0 0,0 15.0 0.0 15.0
2.0 18.0 3,0 16.0 1.0 16.0 2.0 15.0
2.0 17.0 2.0 16.0 1.0 16.0 2.0 15.0
1.0 17.0 2.0 16.0 0.0 15.0 2,0 16,0
1.0 17.0 2.0 15.0 1.0 15.0 1.0 15.0
2.0 17.0 3.0 16.0 1.0 16.0 1.0 15.0
1,0 16.0 0.0 16.0 1,0 16.0 1.0 16.0
1.0 17,0 1.0 16.0 1,0 16.0 1.0 16.0
1,0 16.0 1.0 16.0 0,0 16.0 0.0 t6,0
0.0 17.0 O.0 15.0 -1.0 16.0 0.0 17.0
1,0 17.0 1,0 16,0 0.0 16.0 0,0 16.0
1.0 17.0 2.0 16,0 1,0 16.0 1,0 15.0
1.0 17.0 2.0 16.0 O.0 15.O 0.0 16,0
0.0 16.0 1.O 16.0 O.0 15.0 0.0 16.0
0.0 16.0 1.0 15.0 0.0 15.0 0.0 15,0
0.0 16,0 1.0 14.0 -1.0 14.0 -1.O 15.0
0.0 16,0 1.0 14,0 -1.0 14.0 -1.0 15,0
O.0 17.0 1.0 14,0 -2,0 14,0 -2.0 16,0
6.0 16.0 1,0 14.0 -2,0 14.0 -1.O 16.0
O.0 16.0 1.0 14.0 -2.0 14.0 -2,0 16.0
~laximum Mideo Level ~8;0 demv Maximum Aucli0 Delta -17:6 6Bmv
~ximum Tilt 13.0 dBmV Maximum Adj Delta 3~ dBmv
Maximun 24 Hour DeEa 3!D dBmv
SYSTEM:Dubuque HEADEND;Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address 4th and Bluff
Date of Test 8/2/02
Time of Test 1:00:00 7:00:00 13:00:00 19:00:00
Channel VideOLevel AudioLevel VideoLeve] AudioLeYe] VideoLevel AudioLevel VideoLevel AudioLevel MaxAudioDelta
2 5.0 -11.0 4,0 4,0 5.0 16.0
3 5.0 -12.0 4.0 4.0 5.0 17.0
4 5.0 -11.0 5.0 5.0 5.0 16.0
5 7.0 -9.0 6.0 6,0 6,0 16.0
6 7.0 -9.0 6.0 7,0 7,0 16.0
95
95
97
98
99
14 10.0 -5,0 9.0 9.0 9.0 15.0
15 9.0 -6.0 8.0 0.0 9.0 15.0
15 9.0 -5.0 9.0 10.0 10~0 15.0
17 §,0 -6.0 9.0 9.0 9,0 14.0
18 9.0 -5.0 9,0 10.0 10,0 14,0
19 9.0 -5.0 9.0 9.0 9.0 14.0
20 9.0 -6,0 9.0 10.0 10,0 15.0
21 10,0 -5.0 9.0 10.0 10.0 15,0
22 10.0 -5.0 9.0 10.0 10.0 15.0
7 10.0 -5.0 9.0 10.0 11,0 15.0
9 10.0 -4.0 9,0 10.0 10.0 14.0
10 10.0 4,0 9.0 10.0 10.0 14.0
29 12.0 -3.0 12,0 12.0 12.0 15.0
30 13.0 -3.0 12.0 12.0 12.0 16.0
31 12.0 -3.0 12.0 13.0 12.0 15.0
32 13.0 -2.0 12.0 12,0 12.0 15.0
53 13.0 -3,0 12.0 12.0 12.0 16.0
34 13.0 -2,0 12.0 13.0 13.0 15.0
35 13.0 -2.0 13.0 13.0 13.0 15.0
36 13.0 -2.0 13.0 13.0 13.0 15.0
37 13.0 -3,0 13.0 13.0 13.0 16.0
38 13.0 -1.0 13.0 13.0 13,0 14.0
39 13.0 -2,0 13.0 13.0 13.0 15,0
40 13.0 -1.0 13,0 14.0 14,0 14.0
41 13.0 -2.0 13,0 14.0 14.0 15.0
42 14.0 -2.0 14,0 15.0 14.0 16.0
43 14.0 -1.0 13.0 14.0 14.0 15.0
44 14.0 -1.0 14.0 14,0 14.0 15.0
45 14.0 -1.0 14.0 14.0 14.0 15,0
46 14,0 -1.0 14.0 15.0 15.0 15.0
47 14.0 -1.0 14,0 15.0 14,0 15,0
48 14.0 -3.0 14.0 15,0 14.0 17.0
49 15.0 -1.0 14.0 15.0 15.0 16,0
50 14,0 -2.0 14.0 14.0 14.0 16.0
52 14.0 -2.0 14.0 14.0 14.0 16,0
53 14.0 -2.0 14.0 13.0 14.0 16,0
54 14.0 -2.0 13.0 14.0 13,0 16.0
55 14.0 -1.0 14.0 14.0 14.0 15.0
56 13.0 -2.0 13.0 14,0 14.0 15.0
57 14,0 -1.0 14.0 14.0 14.0 15.0
58 14.0 -1,0 13.0 14.0 14.0 15.0
59 13.0 -1.0 13.0 14,0 14.0 14.0
60 14.0 -2,0 14.0 14.0 14.0 16.0
61 14.0 -2.0 14,0 13.0 14.0 16.0
62 13.0 -2.0 12.0 14.0 13,0 15.0
63 14,0 O.0 13.0 15.0 14,0 15.0
64 15.0 -1,0 14,0 14.0 15.0 16.0
65 14.0 -1.0 14,0 14,0 14.0 15,0
66 15.0 0.0 14.0 15.0 14.0 15.0
67 15.0 0.0 14.0 14,0 15.0 15.0
68 14.0 0.0 13.0 15.0 14.0 15.0
69 15,0 0~0 14,0 15.0 14,0 15.0
70 16.0 2.0 14.0 15,0 15.0 15.0
72
73
74
75
76
77
78 14.0 0.0 15.0 16.0 16.0 16.0
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address Julien Dubuque D~ve
Date o1 Test 2/27/02
Time of Test 10:41:00 1642:00 23:08:00 5:38:00
Channel VideoLevel AudioLevel VideoLevel AudioLevel VideoLevel AudioLevel VideoLevel AudioLevel MaxA~di0De]!~;
2 4.0 -11.0 5.0 -9.0
3 4.0 -11.0 5.0 -9.0
4 5.0 -10.0 6.0 -8.0
5 5,0 -9.0 7,0 -?.0
6 6.0 -7.0 8.0 -6.0
95
96
97
98
99
14 8.0 -7.0 9,0 -5.0
15 9.0 -6,0 10,0 -5,0
16 9.0 -4.0 10.0 -4.0
17 10.0 -5.0 10.0 -4.0
20 10.0 -5.0 11.0 -4.0
23 11.0 -3.0 12.0 -3.0
24 11.0 "6.0 12.0 -2.0
26 10.0 -4.0 10.0 -1.o
27 9.0 -3.0 13.0 0.0
28 12.0 0.0 14.0 0.0
30 13,0 -2.0 13.0 -1.0
31 12.0 -2.0 13,0 -2.0
32 12.0 -2~0 13.0 -2.0
33 12.0 -2.0 13.0 -2.0
34 12.0 -2.0 13.0 -2.0
35 11.0 -3.0 12.0 -2.0
36 12.0 -2.0 13.0 -1.0
37
38
39
40 11,0 -3.0 12,0 -2.0
42
43 10.0 -4,0 11.0 -3.0
44 11.0 -4,0 12.0 -3.0
45 10.0 -4.0 11.0 -3.0
46 10.0 -5.0 10.0 -4.0
47 10.0 -5.0 11.0 -4.0
48 10.0 -4.0 11.0 -3,0
49 10.0 -4.0 11,0 -4,0
50 10.0 "6.0 11,0 -4,0
52 10,0 -5.0 11.0 -4.0
55 10.0 -5.0 11.0 -3.0
56 10,0 -4.0 11.0 -4.0
57 10,0 -4,0 11.0 -3.0
58 10.0 -4.0 11.O -3.0
59 10.0 -5.0 11.0 -4,0
60 10,0 -4.0 10.0 -3.0
63 10.0 -4.0 11,0 -4.0
64 10.0 -4.0 11.0 -6.0
65 10.0 -7.0 11.0 -4.0
66 10.0 -5.0 11,0 -3.0
67 10.0 -4.0 11.0 -4.0
69 10.0 -5.0 11.0 -4.0
70 10.0 -5.0 11.0 -4.0
72
73 10.0 -4.0 11.0 -3.0
74 10,0 -4.0 12,0 -3.0
75 11.0 -4.0 12.0 -3.0
76 11.0 -4.0 12.0 -3.0
77 11.0 -4,0 12.0 -3.0
78
4.0 -11,0 4.0 -10.0 15;0
4.0 -11.0 4,0 -10,0 15.0
4.0 -11,0 5.0 -10.0 15.0
5,0 -9.0 6.0 -9.0 15,0
5.0 -9.0 7,0 -7.0 14.0
7.0 -8.0 8.0 "6.0 17.0
8,0 -7.0 9.0 "6.0 17,0
9.0 -5.0 10.0 -4.0 14.0
9.0 "6.0 10.0 -4.0 15.0
10,0 -6,0 11.0 -5.0 16,0
10.0 "6,0 11.0 -5.0 16.0
10.0 "6.0 11.0 -4.0 15,0
9.0 -5.0 10.0 -4.0 15,0
10.0 -5.0 10.0 -4.0 16,0
10.0 -5.0 10.0 -4.0 15.0
11.0 -4.0 11.0 -3.0 15.0
11,0 -3.0 11.0 -3.0 14,0
11.0 -3,0 11.0 -3.0 14,0
11.0 -2~0 11.0 -2,0 15.0
12.0 -3.0 11.0 -2.0 15.0
11.0 -2.0 12,0 -2,0 14,0
11.0 -3.0 12.0 -3.0 15,0
11.0 -3.0 11.0 -3.0 14.0
11.0 -3,0 11.0 -3.0 14.0
11.0 -3.0 11,0 -3,0 14.0
10.0 "6.0 10.0 -5.0 16,0
8.0 -5,0 8.0 -5.0 14.0
11.0 -2.0 11,0 -2,0 15.0
13.0 -2.0 13.0 -2.0 15.0
13.0 -3.0 12,0 -2,0 16.0
12,0 -3.0 12,0 -2.0 15.0
12.0 -3.0 12.0 -2.0 15,0
12.0 -3.0 12,0 -2.0 15.0
11.0 -3.0 11.0 -3.0 14.0
12.0 -3.0 12.0 -2.0 15.0
11.0 "6.0 10.0 -4,0 16.0
10.0 -5.0 10.0 -5.0 15.0
11.0 -4.0 9.0 -5.0 15.0
10,0 -4.0 8.0 -5.0 14.0
9.0 -5.0 9.0 -6.0 15.0
9.0 -5.0 9.0 "6.0 15.0
9.0 -4.0 9.0 -5.0 14.0
9.0 -4.0 9.0 -6.0 15.0
9,0 -5.0 9.0 -6,0 15,0
10.0 -5.0 9,0 -6.0 15.0
10.0 -5.0 9.0 "6.0 15.0
10.0 -4.0 9.0 -5.0 15.0
10.0 -4.0 910 '5.0 15.0
10.0 -4.0 9.0 -5.0 15.0
10.0 -5.0 5.0 -6.0 15.0
10.0 -4.0 9,0 -5.0 14.0
10.0 -4.0 9.0 -5.0 14.0
10.0 -5.0 9.0 "6.0 15.0
10.0 -5,0 8,0 -6.0 15.0
10.0 -4.0 9,0 -5.0 15.0
10.0 -5.0 9.0 "6.0 15.0
10.0 -5.0 9,0 "6.0 15.0
9,0 -5.0 9,0 -6.0 17,0
10.0 -7.0 8.0 -8,0 17.0
10.0 -5.0 9.0 -6,0 15.0
10.0 -4.0 9.0 -5.0 15.0
10.0 -5.0 9.0 "6.0 15.0
10.0 -5.0 9.0 -6.0 15,0
10.0 -5.0 9.0 -6.0 15,0
10.0 -4,0 9.0 -5.0 14.0
10.0 -4,0 9.0 -5.0 15.0
10.0 -4.0 9.0 -5,0 15.0
11,0 -4.0 9,0 -6.0 15.0
11.0 -4.0 9.0 -5.0 15.0
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address Ju[[en Dubuque D~ve
Date of Test
Time of Test 1:10:00 7:10:00 13:10:00 19:10:00
Idaxtmum 'DIt i0.0 dB~v Maximum Adj Delta 3:0 dBmv ;
Maximum 24 Hoar Delta 3d ably
SYSTEM:Dubuque HEADEND:Dubuque HUB: .24HOURSIGNALLEVELTESTRESULTS
Test Point Address
Date of Test
Time of Test
2~27/02
11:19:00 17:17;C0 23:~:00 6:13:00
Vide0Level Audio Level Videb Level Audio Level Video Level Audio l-evei VideoLevel Audi0Level MaxAud~ODelte
2 5.0
3 6,0
4 7.0
5 8.0
6 9.0
96
97
98
99
14 10.0
16 12,0
17 12,0
18 12.0
20 12.0
22 11.0
7 12.0
8 12.0
9 12.o
10 12.0
12 12.0
13 12,0
23 12,0
24 12.0
25 12.0
26 13.0
27 12.0
28 10.0
29 11.0
30 12.0
31 12.0
32 12,0
33 12.0
34 12.0
35 11.0
36 12.0
37
39
42
43 10.0
45 10.0
46 10.0
47 10.0
48 10,0
49 10.0
50 10.0
52 10.0
53 11.0
54 10,0
55 10.0
56 10.0
57 10.0
58 10.0
59 10,0
-9.0 5.0 -9,0 4.0 -9.0 5.0 -9.0 14.0
-8.0 6.0 -8.0 6.0 -8.0 5.0 -9,0 14.0
-7,0 7,0 -7.0 7.0 -7.0 6.0 -8.0 14.0
-7.0 8.0 -6.0 7.0 -6.0 6.0 -7.0 15.0
-6,0 9.0 -5.0 9,0 -5.0 7,0 -8,0 15,0
-4.0 10.0 -4.0 11,0 -4.0 9.0 -6.0 15.0
-4.0 11.0 -4.0 11.0 -4.0 9.0 -5,0 15,0
-2.0 12.0 -2.0 9.0 -2,0 11,0 -3.0 14.0
-3.0 12.0 -3.0 12.0 -2.0 11.0 -4.0 15.0
-4,0 12.0 -4.0 12.0 -3.0 11,0 -4.0 16.0
-3.0 12.0 -3.0 10,0 -3.0 11.0 -4.0 15.0
-2.0 12.0 -2.0 10.0 -2.0 11.0 -3.0 14.0
-3.0 11.0 -3.0 11.0 -3.0 11.0 -3.0 14.0
-4,0 17-0 -3,0 10.0 -3.0 11.0 -3,0 15,0
-3.0 12.0 -3.0 11.0 -3.0 11.0 -3.0 15.0
~3.0 12.0 -2.0 12.0 -3,0 11.0 -2.0 15.0
-2.0 12.0 -3.0 11.0 -2.0 11.0 -2.0 15.0
-2,0 12,0 -2,0 12.0 -3.0 12.0 -1,0 15.0
-2.0 t2.0 -2.0 12.0 -2.0 12.0 -1.0 14.0
-2.0 12.0 -2.0 13.0 -3.0 12.0 -3.0 16.0
-2.0 12.0 -2.0 12,0 -2.0 12,0 -2.0 14.0
-3.0 12,0 -2.0 12.0 -3.0 12.0 -3.0 15.0
-2.0 12.0 -3.0 12.0 -2.0 12.0 -2.0 15,0
-2.0 t 2.0 -2.0 11.0 -3.0 11.0 -3.0 14.0
-2.0 11.0 -2.0 11,0 -3.0 11.0 -2.0 15.0
-3.0 11.0 -2.0 11,0 -3,0 10.0 -5,0 15.0
-4.0 12.0 -3.0 12.0 -2.0 11.0 -3.0 15.0
-2.0 12.0 -2.0 12.0 -2.0 11.0 -3.0 14.0
-3.0 12.0 -3,0 11.0 -2.0 12.0 -4.0 16.0
-3.0 12.0 -4.0 11.0 -3.0 11.0 -4.0 16.0
-3.0 12.0 -4.0 11.0 -3.0 11.0 -4.0 16.0
-3.0 12.0 -4,0 12.0 ~3.0 11.0 -4.0 16.0
-2.0 12,0 -5.0 11.0 -2.0 11.0 -3,0 17.0
-6.0 11.0 -5.0 12.0 -3.0 10,0 -4.0 16.0
-2.0 12.0 -4,0 12.0 -2.0 11.0 -3,0 16,0
-3.0 11.0 -3.0 1%0 -3.0 1~0 -4.0 14.0
-5.0 tO.O -4,0 9.0 -5.0 9.0 -5.0 15.0
4.0 11.0 4.0 10,0 -4.0 10,0 -4.0 15,0
-4.0 10.0 -4.0 10.0 -4.0 9.0 -5.0 14.0
-5.0 10,0 -5.0 9.0 -5.0 9.0 -5,0 15,0
-5.0 10.0 -5.0 9.0 -5.0 9,0 -5.0 15.0
-4.0 10.0 -4.0 9.0 -4.0 9,0 -4.0 14.0
-4.0 10.0 -4.0 9.0 -4.0 10.0 -5.0 15.0
-4,0 10.0 -4.0 9.0 -5.0 10.0 -5.0 15.0
-4.0 11.0 -4.0 9.0 -4.0 t0,0 -4.0 15.0
-4.0 10,0 -4.0 10.0 -4.0 10.0 -4,0 14.0
-4.0 10.0 -4.0 9.0 -4.0 10.0 -4.0 14.0
-4.0 10.0 -4.0 9,0 -4.0 10.0 -4.0 14.0
-5.0 10.0 -5,0 9.0 -6.0 9,0 -5.0 15.0
-4.0 10.0 -4.0 9.0 -5.0 9.0 -5,0 14.0
-4.0 10.0 -4.0 9.0 -5,0 10.0 -5.0 15.0
-5.0 10,0 -5,0 9,0 -5.0 9.0 -5.0 15.0
-5.0 9.0 -4.0 9,0 -5.0 8.0 -5.0 14.0
-4.0 10.0 -4.0 10~0 -5.0 9.0 -5.0 15.0
-5.0 10.0 -5.0 9.0 4.0 9,0 -6.0 15.0
-5.0 10.0 -4.0 9.0 -5.0 9.0 -5,0 15.0
-5.0 10.0 -5.0 9.0 -5.0 9.0 -5.0 15.0
-5.0 10.0 -4.0 9.0 -5.0 9.0 -5.0 15.0
-4.0 10.0 -3.0 10.0 -4.0 9.0 -5.0 14.0
-5.0 10.0 -5.0 10.0 -5.0 9.0 -6.0 15.0
-4,0 t0.0 -4,0 10,0 -5.0 9.0 -5.0 15.0
-3,0 11.0 -3.0 10.0 -5.0 10.0 -4.0 15,0
-4.0 12.0 -3.0 11.0 -4.0 10.0 -4.0 15.0
-4.0 11.0 -3.0 10.0 -4.0 10.0 -4.0 15.0
-3.0 11.0 -3.0 10.0 -3.0 10,0 -4.0 14.0
-4.0 12.0 -3.0 11.0 -4.0 11.0 -4.0 15.0
U~mam Tilt ' Maximum Adj Delta 3:0 dBmv
Maximun 24 Hear Delta 3.b damv
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address Leisure L~e
Date of Test
Time of Test 2~2~.00 8:20:00 14:20:00 20:20:00
Channel Video Level Audio Level Video Level Audio Level Video Level Audio Level Video Level Audio Level
2 7.0 -9,0 6.0 6,0 7.0 16.0
3 7.0 -10.0 7.0 7.0 7.0 17.0
4 8,0 -8.0 7.0 7.0 8.0 16.0
5 9,0 -6.0 9.0 9.0 9,0 15,0
6 9.0 -6.0 9.0 9.0 9.0 15,0
95
96
97
98
99
19 12,0 -5,0 12.0 12,0 12,0 17.0
20 10.0 -4.0 11.0 13.0 12.0 14.0
8 13.0 -4.0 13.0 14.0 14.0 17.0
26 12.0 -4.0 13,0 13,0 12.0 16.0
24 12.0 .4.0 12.0 12.0 12.0 16,0
25 12.0 .4,0 13,0 13.0 12.0 16.0
26 12.0 -4.0 13.0 13.0 13,0 16.0
27 13.0 -3.0 13.0 14.0 13.0 16.0
28 12.0 -3.0 13.0 13.0 13.0 15.0
29 13,0 -3.0 13.0 13.0 13.0 15.0
30 13.0 -2.0 13.0 14.0 13.0 15.0
31 13.0 -3,0 13.0 13.0 13.0 16.0
32 12.0 -4.0 13.0 13.0 13.0 16,0
33 12.0 -5.0 13.0 14.0 13.0 17.0
34 12.0 .4.0 13.0 13.0 13.0 16.0
35 12.0 -4.0 13.0 13.0 13.0 16.0
36 13.0 -2.0 13.0 14.0 13.0 15.0
37 12,0 -2.0 13,0 14.0 13.0 14,6
38 13,0 -3.0 13.0 14,0 13.0 16.0
39 13.0 -2.0 13.0 14.0 13.0 15.0
40 12,0 -3.0 13.0 14.0 14.0 15.0
42 11.0 -3,0 14.0 14.0 14.0 14.0
43 12.0 -1.0 13,0 14.0 14.0 14.0
44 13.0 -2.0 13.0 14.0 14.0 16,0
45 11.0 -3.0 13.0 14,0 14.0 14.0
46 11.0 -3.0 13.0 14.0 14.0 14.0
47 11,0 -3.0 13.0 14.0 14.0 14.0
48 12.0 -3.0 14.0 14.0 14.0 15.0
49 13.0 -6.0 14.0 15.0 15.0 16.0
50 12.0 -3.0 14,0 14,0 14,0 15.0
51 13.0 -3.0 14,0 14.0 14.0 16.0
52 14.0 -3.0 14.0 15.0 15,0 17.0
53 12.0 -3.0 14.0 15,0 15,0 15.0
54 13.0 -3.0 13.0 14.0 14.0 16.0
55 12.0 -2.0 14.0 15.0 15.0 15.0
56 11.0 -3.0 14,0 14.0 15.0 15.0
57 11.0 -4.0 14,0 14.0 14.0 15.0
58 13,0 -4.0 13.0 14.0 14.0 17.0
59 12,0 -4.0 13.0 14.0 15.0 16.0
60 12,0 -4.0 13.0 15,0 15.0 16.0
61 12.0 -4.0 13,0 14.0 15,0 16.0
62 12.0 -4.0 13.0 13.0 13.0 16.0
63 12.0 .4.0 13.0 14.0 14.0 16,0
64 12.0 -3.0 14,0 15.0 15.0 15.0
65 13.0 -2.0 14,0 14,0 16.0 15.0
66 12.0 -3.0 14.0 14.0 14.0 15.0
67 12.0 -2.0 14.0 15.0 15,0 15.0
68 12,0 -3.0 14.0 14.0 15,0 15,0
69 13.0 -3.0 15,0 15.0 15.0 16,0
70 13.0 -3.0 15,0 14,0 15.0 16.0
72
73
74
75
76
77
76 12.0 .4,0 15,0 16.0 15.0 16.0
~l~t~m Tilt 10 0:d~mv
Maximum AUdi0 Delta ~17:0 dBmv
MaXimum Adj D6ita 2.0 dBmv
MaXimum 2~. H~dr Delta ~;6 aBm~
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address
Date of Test
Time of Test
Lost Canyon
2/27/02
Channel VideoLevel Aad[oLeYel VideoLevel AudioLevel VideoLevel AudioLeVe] VideOLeve[ AudioLeve] MaxAudioD~lta
2 4,0 -9,0 3.0 -10.0 4.0 -9.0 3,0 -11,0 14.0
3 5.0 -9.0 4.0 -10,0 4,0 -10.0 4,0 -10.0 14.0
4 6.0 -8.0 5.0 -9.0 5.0 -9.0 5.0 -9.0 14.0
5 8,0 -6,0 6,0 .3.0 5,0 -9.0 5.0 -9,0 14.0
6 8,0 -6,0 7.0 -5.0 6,0 -9.0 6.0 -10.0 16.0
95
96
97
98
99
14 10.0 -5,0 9.0 -6,0 6.0 -9.0 6,0 -10.0 15.0
15 10.0 ,4,0 9.0 -5,0 7.0 -5.0 6.0 -9.0 15,0
16 11.0 -2.0 10.0 .3.0 8.0 -5.0 6,0 -6.o 13.0
17 11,0 ,4.0 10.0 ,4.0 8.0 -6.0 7,0 -7.0 15.0
19 11.0 ,4,0 10,0 -5.0 8.0 -5,0 5.0 -6.0 15,0
20 11.0 -3.0 10.0 -4.0 9.0 -5.0 7.0 -5.0 14.0
21 10.0 -4.0 10.0 -5.0 8.0 -6,0 8.0 -6.0 15,0
22 11,0 -4.0 10.0 -5.0 5,0 -6.0 8.0 -6.0 15.0
7 11.0 ,4,0 10.0 *5,0 9,0 -6.0 9,0 -5.0 15,0
8 11,0 ,4.0 10.0 -5,0 9.0 -5,0 9,0 -5,0 15.0
9 11.0 -3.0 10,0 -4.0 9.0 -4.0 9,0 -4.0 14,0
23 12,0 -3.0 11.0 ,4.0 10.0 ,4,0 10.0 ,4.0 15.0
24 12.0 -2.0 12.0 -2.0 10,0 -3.0 10.0 -3.0 14.0
25 12.0 -1.0 12.0 -2.0 10.0 .3.0 10.0 -3.0 14.0
27 12.0 -2,0 12.0 -3.0 10.0 ,4.0 11,0 -4.0 15.0
28 12.0 -2`0 11.0 .3.0 10.0 ,4,0 10.O -4.0 14.0
29 12.0 -2.0 11.0 -3.0 10.0 -5.0 10,0 -5.0 15.0
30 12.0 -3.0 11,0 -4.0 10.0 -5.0 10.0 -5.0 15.0
32 12,0 -3.0 11.0 -3.0 10~0 -5.0 9,0 -5.0 15.0
33 11.0 ,4.0 11.0 -3.0 9.0 -5.0 9.0 -5.0 15.0
34 12.0 -3.0 11.0 -4.0 10.0 -5,0 9.0 -5.0 15,0
35 10,0 ,4.0 10.O -5.0 3.0 -6.0 9.0 -6.0 15,0
36 11.0 -3.0 11,0 -3.0 9.0 -5.0 8.0 -5.0 14,0
37
38
39
40 10.0 .3.0 10.0 ,4.0 5,0 -5.0 8,0 -5.0 14.0
42
43 10.0 ,4.0 9.0 -5.0 3.0 -7,0 7.0 -7.0 15,0
44 11.0 ,4.0 10.0 -5.0 8.0 -6.0 8.0 -6.0 15,0
45 10.0 ,4.0 10.0 -5,0 8.0 -6.0 8.0 -7.0 13.0
46 10.0 -5.0 9.0 -5.0 7.0 -7,0 7.0 ~7,0 15.0
47 10.0 -5.0 9.0 -5.0 7,0 -6.0 7,0 -7,0 15.0
48 11.0 ,4.0 10.0 ,4.0 8.0 -6.0 7.0 -6.0 15.0
49 10.0 ,4.0 9.0 -5,0 7.0 -6.0 6.0 -7.0 14.0
50 10.0 -4,0 10.0 -4.0 7.0 -7.0 7.0 -7,0 14.0
52 11.0 -3.0 10,0 -4.0 9.0 -5,0 8.0 -6,0 14.0
53 12.0 -2.0 11.0 -3.0 9.0 -5.0 9.0 -5.0 14,0
54 12,0 -2.0 11.0 -3.0 9.0 -5,0 8,0 -5,0 14,0
55 11.0 -2.0 11.0 -3.0 9.0 -5.0 8.0 -5.0 14.0
56 11.0 -3.0 10,0 ,4,0 9.0 -6,0 8,0 -6.0 15,0
57 11.0 -3.0 10.0 -3.0 9.0 -5.0 8.0 -5.0 14.0
58 11.0 -3.0 11.0 -4.0 9.0 *5,0 8.0 -6.0 15.0
59 11.0 -4,0 10.0 -5.0 9.0 -6.0 8.0 -7.0 15.0
60 11.0 -3.0 11.0 -4,0 8.0 -5.0 7.0 -6.0 15.0
61 11.0 -3.0 10.0 ,4.0 9.0 -5.0 8,0 -6.0 14.0
62 11.0 .3.0 10.0 ,4.0 9.0 -6.0 8.0 -7.0 15.0
63 11.0 -3.0 10,0 -4.0 9.0 -5.0 5.0 -5.0 14.0
64 12.0 *3.0 11.0 -4.0 10,0 -5.0 8,0 -6.0 15.0
65 12.0 -5.0 10.0 -6.0 9.0 -7.0 8.0 -9.0 17.0
65 13.0 -2,0 11,0 -4,0 10.0 -5.0 9.0 -6,0 15,0
68 13.0 -2.0 12`0 -2`0 11.0 -5.0 9.0 -6.0 16.0
69 I &0 -2,0 11,0 -4.0 10.0 -4.0 9,0 -5,0 15.0
70 13.0 -2,0 12.0 -3.0 10.0 -4.0 9,0 -5,0 15.0
76 13,0 -1,0 12.0 -3.0 10,0 ,4.0 9,0 -5,0 15,0
77 14.0 -1.0 12.0 -3.0 10.0 -5.0 9.0 -6.0 15.0
78
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address Los[ Canyon
Date of Test
Time of Test 1 ~5:00 7;?-5:00 13:25:00 19:2O:00
2
3
4
5
6
95
96
97
98
99
2O
7
8
9
23
24
25
26
27
28
29
3O
32
33
34
35
36
37
38
39
4O
42
43
44
46
47
48
49
5O
52
53
54
55
56
57
58
59
6O
62
64
65
66
68
69
7O
72
73
74
75
76
77
78
7.0 -9.0 4.0 5,0 4.0 16.0
7.0 -10.0 5,0 6.0 4.0 17,0
8~0 -8.0 7.0 6.0 5.0 16,0
9.0 -6.0 8,0 8.0 7.0 15,0
9.0 4.0 8.0 8.0 T,O 15.0
11.0 -4.0 9.0 9.0 6.0 15.0
10.0 4.0 9.0 9.0 8.0 t6.0
10.0 ~.0 9,0 9.0 9.0 17.0
9.0 4,0 9,0 9.0 8.0 16,0
10,0 4,0 9.0 9.0 8.0 14.0
9.0 -6,0 8.0 9.0 6,0 17.0
9,0 -5.0 8.0 9.0 9.0 14.0
9.0 -6.0 8.0 9,0 8.0 15.0
10.0 4.0 8.0 9.0 8,0 15.0
10.0 -5.0 9.0 1~0 9.0 15.0
1~0 -4.0 8.0 9.0 8.0 14.0
10.0 -5.0 9.0 10.0 9.0 15.0
10.0 4.0 9.0 10.0 9.0 16.0
10.0 -6.0 9.0 10.0 9.0 16.0
10.0 -6.0 9.0 10.0 9.0 16.0
10.0 -6.0 9.0 10.0 9.0 16.0
9.0 -6.0 9.0 t~O 9.0 16.0
10.0 -6.0 9.0 10.0 1~0 16.0
9.0 -~0 9.0 10.0 9.0 16,0
9.0 -~0 9.0 10.0 9.0 16,0
9.0 -~0 9.0 10.0 9.0 16,0
8.0 -7.0 8.0 9.0 8.0 15.0
9.0 4.0 8.0 9.0 9.0 16.0
9.0 -5.0 8.0 9.0 8.0 14.0
9.0 -7.0 8.0 9,0 9,0 16.0
8.0 -7.0 8.0 9.0 8.0 15.0
8.0 -~0 8.0 9.0 8.0 15,0
8.0 -%0 8.0 9,0 8.0 15.0
9.0 -5.0 9.0 9.0 9.0 14,0
6,0 ~.0 8.0 9.0 8,0 13.0
9,0 ~,0 8.0 9.0 9.0 14,0
9.0 -5.0 9.0 1~0 9.0 14.0
9.0 -5.0 9.0 10.0 9.0 14.0
9.0 -5.0 9.0 10.0 9.0 14,0
9.0 -~0 9.0 10.0 9.0 16,0
9.0 -~0 8.0 10.0 9.0 16.0
9.0 ~.0 8.0 10.0 9.0 16.0
9.0 4.0 8.0 10.0 9.0 16.0
8.0 -7.0 8.0 10.0 9.0 16.0
6,0 -7.0 8.0 10.0 9.0 15.0
8.0 -~0 8.0 10,0 9.0 15.0
9.0 -~0 8.0 10.0 10.0 16.0
9.0 4.0 8,0 10,0 9.0 16.0
9.0 -8.0 9.0 lt,O 1~0 17.0
9.0 ~.0 9.0 10.0 10.0 16.0
9.0 -7.0 8.0 10.0 9.0 16.0
9.0 -~0 8.0 11,0 9.0 16~0
9.0 ~.0 10.0 10,0 10.0 16.0
9.0 -6.0 9.0 10.0 10.0 16.0
12.0 -4.0 9.0 12.0 10.0 16.0
SYSTEM:Dubuque HEADEND:Dubuque HUB: .24HOURSIGNALLEVELTESTRESULTS
2 6.0 -8.0
3 7.0 -9.0
4 8.0 -7.0
5 9.0 -6.0
6 10.0 -5.0
95
96
97
99
16 13.0
17 13.0
18 14,0
19 13.0
20 13.0
21 12.0
22 12.0
7 13,0
6 13.0
10 13.0
12 13,0
13 13.0
23 14.0
24 14.0
25 13.0
26 14,0
27 13.0
28 13.0
29 13,0
30 14.0
31 13.0
32 13.0
33 13,0
34 13.0
35 13.0
36 14.0
37
38
40 13.0 0.0
42
43 13.0 -1.0
45 14.0 -1,0
46 13.0 -1,0
47 13,0 -1.0
48 14.0 0.0
49 13.0 0,0
50 14.0 0.0
51 16.0 0.0
52 15.0 0.0
53 16.0 0,0
54 15.0 0.0
55 15.0 0.0
56 15.0 0.0
57 15.0 0,0
58 16.0 0.0
59 14.0 0.0
60 14.0 0.0
61 15.0 0.0
62 14.0 0,0
63 15.0 0.0
64 15.0 0.0
65 14.0 -2.0
66 16.0 0.0
67 16.0 1,0
66 16.0 0,0
69 16.0 1.0
70 16.0 0.0
72
76 17,0 2.0
74 16.0 2.0
75 18,0 2.0
76 18.0 2.0
77 18.0 2,0
78
~axirnum Video Level 18.0 dBmv
Maximum Tilt 12:0 dBmv
8,0 -5.0 5.0 -9.0 6.0 -7,0 14,0
9.0 -5.0 5.0 -10.0 7.0 -6.0 16.0
11.0 -4.0 7.0 -8.0 9.0 -5.0 15,0
11.0 -3.0 9.0 -6.0 8.0 -7,0 15.0
12.0 -2.0 9,0 -6.0 10,0 -4.0 15.0
-2.0 12.0
-2.0 13.0
-2.0 14.0
-2.0 13,0
-2.0 13.0
-2.0 13.0
-2.0 13.0
0.0 13.0
0.0 14.0
0.0 14.0
0.0 13.0
0.0 14.0
-2.0 13.0
-2.0 12.0
0.0 13.0
-2.0 11.0 -4.0 12.0 -3.0 15.0
-1.0 12.0 -2.0 12.0 -3.0 15.0
0.0 14,0 -2.0 13.0 -1.0 16.0
-1.0 13,0 -2.0 13.0 -2.0 15.0
-1.0 14,0 -2.0 13,0 -2.0 16.0
-1.0 13.0 -1,0 13.0 -2.0 16.0
-2.0 14.0 0,0 13.0 -1,0 16,0
-2.0 13.0 -2.0 12.0 -2.0 15.0
-1.0 12.0 -2.0 12,0 -2,0 14.0
0.0 13.0 -2.0 13,0 -2.0 15.0
0.0 13,0 0,0 13.0 -1.0 15.0
0.0 13.0 0.0 13.0 -110 15,0
-1.0 14.0 0.0 13.0 -1.0 14,0
-1.0 14.0 0.0 13.0 0.0 14.0
-1.0 14,0 -1.0 13.0 -1.0 15.0
-1,0 13,0 0.0 13,0 -1.0 15.0
-1.0 13.0 -1.0 14.0 -1.0 15.0
0.0 14,0 0.0 13.0 0,0 14.0
0,0 13.0 -1.0 13.0 0.0 14.0
0,0 13.0 0.0 13.0 0.0 14.0
-1.0 13.0 -1.0 13.0 -1.0 14,0
-1.0 13.0 -1,0 12.0 -1.0 14.0
-1,0 13.0 -1,0 12.0 -1.0 14.0
-1.0 13.0 -2.0 13.0 -1.0 15.0
-2.0 12.0 -2.0 12,0 -2.0 15.0
-1.0 13.0 -1.0 13.0 -1.0 14,0
-1.0 13.0 -1,0 13.0 -1.0 14,0
-1.0 13,0 -1.0 12.0 -1,0 14.0
-2.0 12.0 -2.0 11.0 -2.0 15.0
-1.0 13.0 -1.0 13,0 -1.0 14.0
13,0 -1.0 13.0 -1.0 13.0 -1,0 14,0
13.0 -2.0 12.0 -2.0 13.0 -1.0 16.0
13.0 -1.0 13.0 -1,0 13.0 -1,0 14.0
13.0 -1.0 12.0 -1.0 13.0 -1.0 15.0
12.0 -2.0 12.0 -2.0 12.0 -1.0 14.0
13,0 -2.0 12.0 -1.0 13,0 -1.0 15.0
13.0 -1.0 12.0 -1.0 13.0 0,0 14.0
13.0 -1.0 12.0 -1.0 13.0 -1.0 14,0
14.0 -1,0 13.0 -1.0 13.0 -1.0 15,0
14.0 0.0 13.0 -1.0 14.0 0.0 15.0
14.0 0.0 13,0 0.0 14.0 0.0 15.0
14.0 0.0 14.0 0.0 14,0 0.0 16.0
14.0 0.0 14.0 0.0 14.0 0.0 16.0
14.0 0.0 14.0 0.0 14.0 0.0 15.0
14.0 -1.0 13.0 -1.0 14.0 -1.0 15.0
14.0 0,0 13.0 0.0 14.0 0.0 15,0
14.0 -1.0 14.0 0,0 14.0 0.0 15,0
14,0 -1.0 13.0 -1.0 14.0 0.0 15,0
13,0 -1.0 13.0 -1,0 13.0 0.0 14,0
14,0 0.0 14.0 0.0 14.0 0.0 15.0
14.0 -1.0 14.0 -1.0 14,0 0,0 15.0
14,0 -1.0 14.0 -1.0 14.0 0.0 t5.0
14.0 -1,0 14.0 0.0 15,0 0.0 15.0
13.0 -3,0 14.0 -2.0 14.0 -2.0 16,0
15,0 0.0 15,0 0.0 15.0 0.0 16.0
15,0 0.0 15.0 1.0 15.0 1,0 15.0
15.0 0.0 16.0 0.0 16.0 0.0 16.0
15.0 0,0 15.0 0,0 16.0 0.0 16.0
16.0 0,0 15.0 0,0 15.0 0.0 16.0
16,0 1.0 16.0 1.0 16.0 1,0 15.0
16.0 1.0 16.0 1.0 17.0 2.0 16.0
16.0 1.0 16.0 1.0 17.0 2.0 16,0
16,0 1.0 16.0 1.0 17.0 2.0 16.0
16.0 0.0 16,0 0.0 17.0 1.0 16.0
SYSTEM:Dubuque HEADEND:Dubuque HUB: .24HOURSIGNALLEVELTESTRESULTS
2 9.0 -7,0 9.0 8.0 9.0 16.0
3 8,0 -9.0 9,0 9.0 9.0 17,0
4 9.0 -7.0 10.0 10.0 10.0 16.0
95
96
97
98
99
14 12.0 -4.0 12.0 13.0 13,0 16.0
15 12.0 -5,0 12.0 12.0 12.0 17,0
16 12.0 -4.0 13.o 13.0 13.0 16.0
18 12.0 -2.0 13.0 13.0 13.0 14.0
19 12,0 ~5.0 13.0 13.0 13.0 17.0
20 12,0 -2.0 13.o 13.0 13.0 14,0
21 12.0 -2.0 13.o 13.0 13.0 14.0
22 12.0 -3.0 12,0 12.0 12.0 15.0
7 12.0 -3.0 13.0 13.0 13.0 15.0
8 13.0 -4.0 14.0 14.0 14.0 17.0
9 12.0 -3.0 12.0 12.0 12.0 15.0
10 12.0 -2.o 12.0 12.0 13.0 14,0
12 13.0 -2.0 13.0 13.0 13.0 15.0
13 12.0 -4,0 13.0 13.0 13.0 16.0
23 13.0 -4.0 14.0 14.0 14.0 17.0
24 13.0 -3.0 13.0 13,0 13.0 16.0
25 13,0 -3.0 14.0 13.0 13,0 16.0
26 13,0 -3.0 14.0 12-0 14.0 16.0
27 13.0 -3.0 14.0 13.0 14.0 16.o
28 13.0 -3,0 13,0 13.0 13.0 16,0
29 13.0 -3,0 13.0 13.0 13.0 16.0
30 13.0 -3.0 13,0 13.0 13.0 16.0
31 13.0 ~3.0 14.0 13.0 13.0 16.0
32 12.0 -4.0 13.0 13.0 13.0 16.0
33 12.0 -4.0 13,0 12,0 13.0 16.0
36 12,0 -4.0 13.0 13.0 12.0 10.0
37 12.0 ~3.0 13.0 13.0 13.0 15.0
38 12.0 -4.0 13,0 13.0 13.0 16.0
39 12.0 -3.0 13.0 12.0 12.0 16.0
40 12.0 -3.0 13,0 13,0 13.0 15,0
41 12.0 -3.0 13.0 13.0 12.0 15.0
42 12.0 -2,0 14.0 13,0 13.0 14.0
43 12.0 -1,0 13,0 12,0 12,0 13.0
44 12.0 -1,0 13.0 13.0 13.0 13,0
46 12,0 ~2.0 13.0 15.0 13.0 14.0
47 12,0 -2.0 13,0 12.0 12.0 14,0
48 12.0 -2.0 13.0 13.0 13.0 14.0
49 12.0 -4.0 13.0 12.0 12.0 16,0
50 12.0 -4.0 13,0 12.0 12.o 16.0
51 12.0 -4.0 13.0 13,0 12.0 16.0
52 12.0 -4.0 13.0 13.0 12.0 16.0
53 12.0 -4.0 13.0 13.0 11.0 16.0
54 12-0 -3.0 13.0 12.0 10.0 15.0
55 12.0 -3.0 13,0 13.0 10.0 15.0
56 12.0 -3,0 13~0 13,0 10,0 15,0
57 12.0 -4,0 13.0 13.0 11.0 16.0
58 12.0 -4,0 12.0 12.0 11.0 16.0
59 11,0 -6.0 12.0 13.0 12.0 17.0
60 11,0 -5.0 12.0 12.0 12.0 16.0
63 11,0 -5.0 12.0 12.0 12.0 16.0
64 12.0 -4.0 13.0 13.0 13.0 16.0
65 11,0 -4.0 12,0 12.0 12.0 15.0
66 12,0 -4.0 12,0 12.0 12.0 16.0
67 12,0 -3,0 13,0 13.0 13.0 15.0
66 13.0 -2,0 13.0 13.0 12.0 15.0
69 14.0 -2.0 13.0 13,0 14.0 16,0
70 15.0 -1.0 14.0 14.0 14.0 16,0
72
73
74
75
76
77
78 12.0 ~3.0 13.0 14.0 15.0 15.0
Maximum Adj Delta
Maximum 24 Hour D~lta;
~iO ~Bmv
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURS[GNALLEVELTESTRESULTS
Test Point Address Roosevelt
Date of Test ?J27/02
Time of Test 11:03;00 17:03:00 23:28:00 5:57:00
Channel VideoLeve[ Aud~oLevel VideoLevel AudioLevel VideoLevel AudieLevel VideoLevel AudioLeve[ MaxAt~i~Delta
3 5.0 -10.0 5.0 -10,0 5.0 -9.0 5.0 -10,0 15.0
4 6,0 -9.0 7,0 -8.0 6.0 -9.0 6.0 -9.0 15.0
5 7.0 -8.0 8.0 -8,0 6.0 -8.0 6.0 -9.0 16.0
6 8.0 -6.0 8.0 -6.0 7.0 -7.0 8.0 -6.0 14.0
95
96
97
98
99
14 10.0 -5.0 10.0 -5.0 9.0 -6.0 10.0 -5.0 15.0
15 10.0 -4.0 10,0 -4.0 9.0 -5.0 10.0 -4.0 14.0
18 12,0 .3.0 12.0 -3.0 12.0 -3.0 13,0 -2,0 15.0
20 13.0 -2.0 12.0 -3,0 12.0 -2.0 12.0 -3.0 15.0
22 120 -3,0 12.0 -3.0 12~0 .3.0 12.0 -2.0 15.0
7 13.0 -2.0 12,0 .3.0 12.0 -2.0 12.0 -2,0 15.0
13 14.0 0.0 13,0 -1.0 13.0 0.0 13.0 0.0 14.0
24 14.0 0.0 13.0 -1.0 13.0 0.0 13.0 0.0 14.0
25 14,0 0.0 13.0 -1.0 13.0 0.0 13.0 0.0 14,0
26 14.0 0.0 13.0 -1.0 13.0 0,0 14.0 0.0 14.0
29 14.0 0.0 13.0 -1.0 13.0 0.0 13.0 0.0 14.0
32 15,0 0.0 14.0 -1.0 14.0 0.0 14,0 0.0 15.0
34 14.0 0.0 14.0 0,0 14.0 0.0 14.0 0,0 14,0
36 15.0 0.0 14.0 0.0 14.0 0.0 14.0 0.0 15.0
37
39
40 15.0 0.0 14.0 0.0 14.0 0.0 14,0 0.0 15,0
42
43 15.0 0.0 14.0 -1.0 15.0 0.0 14.0 0.0 15,0
47 14.0 0.0 13.0 -1.0 13.0 0.0 13.0 0.0 14.0
48 15.0 0.0 14.0 0.0 14.0 0.0 14.0 0.0 15.0
49 14.0 0,0 13.0 0.0 14.0 0,0 14.0 0.0 14.0
50 15.0 0.0 15,0 0.0 15.0 0.0 14,0 0,0 15,0
52 16,0 2.0 15.0 1.0 16.0 1.0 16.0 1.0 15.0
53 17.0 2.0 16.0 1.0 17.0 2,0 16.0 1.0 15.0
54 17.0 2.0 16.0 1.0 17.0 2,0 16.0 1.0 15,0
55 17,0 2.0 15.0 1.0 16.0 2.0 16.0 2.0 15.0
56 16.0 1.0 15.0 0.0 16,0 1,0 16.0 0.0 16.0
57 16.0 1,0 15.0 0.0 t 6.0 1.0 16,0 1,0 15.0
55 17.0 1,0 15.0 0.0 16.0 1.0 16,0 1.0 16.0
59 16.0 0.0 15.0 0,0 16.0 0.0 16.0 0,0 16.0
60 15.0 1.0 15,0 0,0 15.0 0,0 15.0 0,0 15.0
62 16.0 0.0 15.0 0.0 16.0 1.0 16.0 1.0 16.0
63 16.0 1.0 15.0 0,0 16.0 1,0 15.0 1.0 15.0
64 16.0 1.0 16.0 0.0 17.0 0,0 17,0 1,0 17,0
66 17.0 1.0 16.0 0,0 17,0 2.0 16.0 1.0 16.0
67 17.0 2,0 16.0 1,0 17,0 1.0 16.0 2.0 16.0
68 16,0 0.0 15.0 0,0 16.0 0.0 16.0 0.0 16.0
69 16.0 0.0 15.0 0.0 16.0 0.0 16.0 0.0 16.0
70 15.0 0.0 14.0 0.0 16.0 0.0 15.0 0.0 16,0
72
73 15.0 0.0 14.0 0.0 15.0 0.0 15.0 0.0 15.0
74 16.0 0.0 t5.0 0.0 16.0 0.0 15.0 0,0 16,0
75 15.0 0.0 14.0 0.0 16.0 0.0 15.0 0,0 16.0
78 15.0 0.0 14.0 0.0 15.0 0.0 14.0 0,0 15.0
77 16.0 0.0 15.0 0.0 16.0 0.0 15.0 0.0 16.0
~1~ Vide0 LeVel 17~0 dBmv Maximum Audi~ Delta ~17~0 dB~v
~l~ximam T~lt 1~0 dBmV Ma~mum Adj ~1~ 2;0 dBmv
Maxlmun 24 Hou~ Delta 2,0 dBmv
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address
Date of Test
Time of Test
2 4.0 -12.0 4.0 4.0 4.0 16.0
3 4.0 -12.0 4.0 4.0 5.0 16.0
4 4.0 -12.0 4.0 6.0 5.0 16.0
5 5.0 -11.0 4.0 6.0 5.0 16.0
6 5.0 -10.0 5.0 6.0 6.0 15.0
95
96
97
96
99
14 7.0 -9.0 6.0 8.0 8.0 16.0
15 6,0 -10.0 6.0 7.0 8.0 16,0
16 7.0 -9.0 6.0 9,0 9.0 16.0
17 6.0 -9.0 5.0 8,0 8.0 15.0
18 7.0 -8.0 6.0 9.0 9.0 16.0
15 6.0 -11.0 6.0 8.0 9.0 17.0
20 6.0 -9.0 6.0 9.0 9.0 15.0
21 6.0 -8.0 6.0 9.0 9.0 14,0
22 7.0 -8.0 6.0 8.0 9.0 15,0
7 7.0 -8.0 6.0 9.0 9.0 15.0
8 9.0 -8.0 6.0 10.o 11.0 17.0
9 7.0 -8.0 6.0 9.0 9.0 15.0
10 7.0 -8.0 6.0 9.0 9.0 15.0
11 7.0 -7.0 6.0 9.0 9.0 14.0
12 8.0 -7.0 7.0 10.0 10.0 15.0
13 7.0 -8.0 7.0 10.0 10.0 15.0
23 8.0 -9.0 8.0 11.0 11.0 17.0
24 6.0 -8~0 7.0 10.0 10.0 16.0
25 8,0 -8.0 8.0 10.0 10.0 16.0
26 9.0 -7.0 8.0 11,0 11.0 16,0
28 8.0 -8.0 8.0 t 1.0 11.0 16.0
29 8,0 -8.0 8.0 11.0 11.0 16,0
30 9.0 -7.0 8.0 11.0 11.0 16.0
31 9.0 -7.0 9.0 12.0 12.0 16.0
32 8.0 -8.0 8.0 11.0 12.0 16.0
33 9.0 -7.0 8.0 12.0 12.0 t6.0
34 9.0 -7.0 8.0 12.0 12.0 16.0
35 8,0 -7.0 8.0 11.0 12.0 15.0
66 8.0 -7.0 9.0 12.0 1~-0 15.0
37 9.0 -7.0 9.0 12.0 12.0 16.0
36 9.0 -8.0 9.0 12.0 12.0 17.0
39 9.0 -7.0 9.0 12.0 12.0 16.0
40 9.0 ~,0 9.0 13,0 13,0 15.0
41 9.0 -6.0 9.0 12.0 13.0 15.0
42 10.0 -5.0 10.0 13.0 14.0 15,0
43 11.0 -3.0 10.0 13.0 13.0 14.0
44 10.0 -3.0 10.0 14.0 14.0 14.0
45 10.0 -4.0 11.0 14.0 14.0 14.0
46 10.0 -4.0 11.0 14.0 14.0 14.0
47 10.0 -4.0 10.0 14.0 14.0 14.0
48 10,0 -4.0 11.0 14.0 14.0 14.0
49 11.0 -4,0 10.0 14.0 14.0 15.0
50 10.0 -5,0 10,0 14.0 15,0 15,0
51 10.0 -6.0 10.0 15.0 15.0 16.0
52 12,0 -5,0 11.0 15,0 15,0 17.0
54 10.0 -6.0 10.0 14.0 15.0 15.0
55 10.0 -5,0 10.0 15.0 15.0 15.0
56 10.0 -8,0 10.0 15.0 15.0 15.0
57 10.0 -5.0 10.0 15.0 15.0 15.o
58 11.0 -5.0 10.0 14.0 15.0 16.0
59 10.0 -6.0 10.0 15.0 15.0 16.0
60 10.0 -6.0 10.0 16.0 15.0 16.0
61 10.0 -6.0 10.0 14.0 15.0 t6.0
62 10.0 -6.0 9.0 14.0 14.0 16.0
63 11.0 -6.0 9.0 14.0 15.0 17.0
64 10.0 -5.0 10.0 15.0 15.0 16.0
65 11.0 -5.0 10.0 15.0 15.0 16.0
66 11.0 -5.0 9.0 14.0 15.0 16.0
67 10.0 -5.0 10.o 15.0 15.0 15.0
63 10.0 -4.0 9.0 14.0 14.o 14.0
69 10.0 -5.0 9.0 14.0 14.0 15.0
70 10.0 -5.0 9.0 14,0 14.0 15.0
72
74
75
76
77
78 9,0 -5,0 9,0 12,0 14.0 14.0
~l~um Video I.evel 15L0 dsm,/
Tilt 1~;0 dBmv
Maximum 24 H0ur O~Ea ~0 6B~
SYSTEM:Dubuque HEADEND:Dubuque HUB: -24HOURSIGNALLEVELTESTRESULTS
Test Point Address
3ate of Test
rime of Test
Melody Circle
~27/02
11:12:00 17:11 :ix) 23:37:00 6;06:00
2 5.0 -10.0 5,0 -9.0 4.0 -9.0
3 5,0 -10.0 6.0 -9~0 5.0 -9.0
4 6.0 -8.0 6,0 -8.0 6.0 -9.0
5 7.0 -7.0 7.0 -7.0 6.0 -7,0
6 7.0 -7.0 8.0 -6.0 7.0 -7,0
95
96
97
98
99
14 8,0 -7,0 6,0 -7,0 8.0 -7.0
15 8,0 -7.0 8.0 -6,0 8.0 -7.0
16 9.0 -5.0 9,0 -6,0 8.0 -5,0
17 6.0 -7.0 7,0 -6.0 8.0 -7.0
16 9.0 -5.0 10.0 -6.0 8.0 -7.0
19 9.0 -5.0 9.0 -6.0 7.0 -6.0
20 10.0 -4.0 10.0 `6.0 9.0 `6.0
21 10.0 -4.0 8.0 -6.0 9.0 -6.0
22 10.0 -7,0 8.0 -7.0 8.0 -6.0
7 7.0 -7,0 8.0 -7,0 9.0 `6.0
8 8,0 -7,0 8.0 -7.0 9.0 -8.0
9 8.0 -6.0 7.0 -7.0 9.0 -5.0
t0 8.0 -7.0 7,0 -8.0 9.0 -8.0
11 8.0 `6.0 6.0 -7.0 9.0 -4.0
12 8.0 -7,0 7.0 -8,0 9.0 `6,0
13 8.0 -6,0 7.0 -8.0 9.0 -5.0
23 8.0 -7,0 6.0 -6.0 9,0 -6.0
24 8.0 -6.0 9,0 -5.0 9,0 -5.0
25 6.0 `6.0 9,0 `6.0 9.0 -5.0
26 7.0 -7.0 9.0 -4,0 9.0 -4.0
27 6,0 -8.0 9.0 -7.0 9.0 -7.0
28 6.0 -9.0 8.0 -6,0 7.0 -8.0
29 7.0 -8.0 8.0 -6.0 8.0 -8.0
60 7.0 -8.0 9.0 -6,0 8.0 -7.0
31 7.0 -8.0 8.0 -6.0 7.0 -7.0
32 7.0 -7.0 8.0 `6.0 8.0 -6.0
33 8.0 -7.0 9,0 `6.0 8.0 -5.0
34 7,0 `6.0 9.0 `6.0 8.0 `6.0
35 9,0 -7.0 8,0 -6.0 7.0 -7.0
36 9.0 `6.0 9.0 -5.0 9.0 -5,0
37
38
39
40 9.0 -5.0 10.0 -4.0 9.0 -8,0
42
43 9.0 -6.0 9.0 -6.0 8.0 -8.0
44 9.0 `6.0 10.0 -5.0 9.0 -8.0
45 9.0 -5.0 9.0 -5,0 9.0 -8.0
46 9.0 '6.0 8.0 -6.0 8.0 -7.0
47 9.0 -8.0 8.0 -6.0 8.0 -6.0
48 10.0 -4.0 8.0 -8.0 6.0 -5.0
49 9,0 -6,0 8.0 -6,0 8.0 -8.0
50 8.0 `6.0 8.0 -5.0 9.0 -8,0
51 9.0 -5,0 10.0 -8.0 9.0 -5.0
52 10.0 -4.0 10.0 -4.0 9.0 -5.0
55 10.0 -3.0 11,0 -3,0 10.0 -4.0
56 10.0 -4.0 10.0 -4.0 10.0 -5.0
57 10.0 -4.0 11.0 -8.0 10,0 -4.0
58 10.0 -4.0 11.0 -3.0 10.0 -4,0
61 12.O -3.0 12.0 -8.0 12.0 -2.0
62 12,0 -8,0 12.0 -8.0 12.0 -3.0
63 11.0 -2.0 12.0 -2.0 12.0 -2.0
64 12.0 -2,0 13,0 -2.0 13.0 -2.0
65 12.0 -4.0 12.0 -4.0 12.0 -4.0
66 13.0 -2,0 13.0 -2.0 12.0 -8.0
67 13.0 0.0 13.0 0.0 13.0 -1.0
68 13.0 -3.0 13.0 -2.0 12.0 -8,0
69 13.0 -2.0 12.0 -2.0 12.0 -3.0
70 12.0 -2.0 12.0 -2.0 11.0 -3.0
72
76 12.0 -2.0 12.0 -2.0 12.0 -3.0
74 12.0 -3.0 12.0 -3.0 12.0 -3.0
76 12.0 ~3.0 12.0 -8,0 11.0 -4,0
77 12.0 -8.0 12.0 -3.0 11.0 -4.0
78
5,0 -10.0 15.0
5.0 -10.0 15.0
6.0 -9.0 15.0
6.0 -6.0 14.0
7.0 -8.0 15.0
7.0 -8.0 16.0
6.0 -7.0 15.0
8,0 -6.0 16.0
7.0 -6.0 15,0
8.0 '6,0 17.0
6,0 '6.0 15.0
8.0 -8.0 15,0
8.0 -5,0 14.0
8,0 -5.0 15.0
8.0 -5.0 14.0
9.0 -6.0 15.0
8.0 -5.0 14.0
8.0 -6.0 15.0
8.0 -5.0 14.0
8.0 -5.0 14.0
9.0 -5.0 14.0
8,0 -7.0 16.0
7.0 -7.0 15.0
7.0 -8.0 15.0
7.0 -8.0 15.0
6.0 -8.0 15.0
7.0 -8,0 15.0
7.0 -8,0 15.0
7.0 -7,0 14.0
6.0 *8.0 16.0
8.0 -7,0 15.0
7.0 -8.0 14.0
7.0 -7,0 15,0
8.0 -7.0 16,0
7,0 -7.0 15.0
6.0 -8.0 15,0
7.0 -6.0 14.0
7.0 -7.0 14.0
7.0 `6,0 15.0
8.0 -6,0 15.0
8.0 -6.0 15.0
8.0 -6.0 14.0
9.0 -5.0 15,0
8.0 -5.0 14.0
9,0 -8,0 14,0
9.0 -0.0 1510
9.0 -4.0 14.0
10.0 -4.0 14.0
10.0 -4.0 14.0
10,0 4.0 14.0
10.0 -3.0 15.0
11.0 -3.0 15.0
11.0 -3.0 14.0
11.0 -3,0 15.0
12.0 -5.0 17.0
11,0 -5.0 16.0
11.0 -3.0 14.0
11,0 -4.0 16,0
11.0 -3.0 15.0
11.0 -4.0 15.O
11.0 -3.0 15.0
11.0 -4.0 15.0
11,0 -4.0 15.0
10.0 -5.0 15.0
10.0 -5.0 15.0
M[tfimU~ Video Level $;O dBmv
Maximtm3 Video Level 13~0 dBm¥
~xi~um Tilt 9.0 damv
SYSTEM:Dubuque HEADEND:Dubuque HUB; -24HOURS]GNALLEVELTESTRESULTS
Test Point Address Melody Cim{e
)ate of Test
rime of Test 2;10;00 9:10:00 14:10:00 20:10:00
Channel VideoLevel AudfoLevel VideoLevel AudioLevel VideoLevei AudioLevel VideoLevet AudioLeve] Mex;AudioDelta
5.0 -10.0
4.0 -12.0
4.0 -11.0
4.0 -11.0
4.0 -11.0
5.0 -10.0
5.0 -10.0
5.0 -9.0
4,0 -9.0
5.0 -10.0
5.0 -9.0
5.0 -5.0
5.0 -9.0
5.0 -10.0
5.0 -8.0
5.0 -9.0
5.0 -10.0
6,0 -10.0
5.0 -10.0
6.0 -10.0
6.0 -9.0
5.0 -9.0
6.0 -9.0
6,0 -8.0
5.0 -9.0
6.0 -10.0
6.0 -9.0
7.0 -8,0
7.0 -8.0
7.0 -9.0
7.0 -9.0
8.0 -8.0
7,0 -8.0
8.0 -8.0
8.0 -8.0
8.0 -7.0
8.0 -7.0
8.0 -7.0
8.0 -6.0
8.0 -7,0
8.0 -5.0
9.0 -7.0
9.0 -6.0
9.0 -6,0
9.0 -6.0
10.0 -8.0
10.0 -5.0
10.0 -4.0
10.0 *5.0
2 5.0 4.0 4.0 15.0
4 5.0 5.0 4.0 15,0
5 9.0 5.0 5,0 15.0
6 6.0 5.0 5.0 15,0
95
96
97
98
99
14 6.0 6.0 6.0 15.0
15 6.0 6.0 6.0 15.0
16 6.0 6.0 6.0 15.0
17 5.0 6.0 6.0 15,0~
18 6.0 6.0 6.0 15.0
19 6.0 6.0 6.0 14,0
20 6.0 6.0 6,0 13,0
21 6,0 7.0 6,0 15.0
22 6.0 6,0 6.0 14.0
7 6,0 6.0 6.0 14,0
8 6.0 6.0 6.0 14.0
9 6,0 6,0 6.0 15,0
10 6.0 6.0 6.0 13.0
11 6.0 6.0 6,0 14.0
12 6.0 6.0 8,0 15,0
13 6,0 6.0 7.0 16.0
23 7.0 7.0 7.0 16.0
24 6.0 6,0 6.0 15.0
25 7.0 7.0 7.0 16.0
26 7,0 7.0 7,0 15,0
27 7.0 7.0 7.0 19.0
28 7.0 7.0 7.0 16.0
29 7.0 6.0 6.0 14,0
30 7.0 7.0 7.0 15.0
31 7.0 7,0 7.0 14.0
32 7.0 7.0 7.0 14.0
33 7,0 7.0 7.0 16.0
34 7.0 7.0 7.0 16.0
95 7.0 7.0 7.0 19.0
96 7.0 8.0 8.0 15.0
37 8.0 8,0 8.0 15.0
38 8.0 8.0 8.0 15.0
39 8.0 8.0 8.0 15.0
40 9,0 9.0 9.0 15.0
41 9,0 9.0 9.0 16.0
42 9.0 9,0 9.0 16~0
43 9.0 9.0 9.0 16.0
44 9.0 9.0 9.0 16.0
45 9.0 9.0 9.0 15.0
46 10,0 10.0 10,0 16.0
47 9,0 9,0 9.0 16,0
48 10.0 10.0 10,0 16.0
49 10.0 10,0 9.0 15.0
50 9.0 10.0 9.0 15.0
51 10,0 10,0 10.0 15.0
52 9.0 10.0 9.0 15.0
53 10,0 10.0 10.0 14.0
54 9.0 9.0 9.0 14.0
55 9.0 10.0 10.0 15.0
56 10.0 10,0 10.0 14,0
57 9,0 10.0 10.0 13.0
58 9.0 9.0 9.0 15.0
59 10.0 10.0 10,0 17.0
61 10,0 10.0 10.0 15.0
62 9,0 10.0 10~0 15,0
63 10.0 10.0 10.0 15,0
67 11,0 12.0 12,0 14.0
72
73
74
75
76
77
M~m Vide~ Leve! 13:0;~Bmv Maximum Audi0 Delta ~i~i~; aBmv
tMaximum Tilt Maximum Adj O~lta 2:0 aBr~V
Maximum 24 H~u¢ D6i{a a~ d~ ;
SYSTEM: Dubuque HERDEND: Dubuque HUB: -FCC CHANNEL ANALYZER TEST RESULTS
Cold Month
Test Site Name 4th and Bluff
Date of Test 2/18/02
2
3
4
5
5
95
96
97
99
20
7
23
24
25
25
27
28
29
3O
32
34
35
35
37
38
39
40
42
43
44
45
45
47
49
50
52
53
54
55
56
57
55
59
50
64
55
65
67
7O
72
73
74
75
76
75
52.4
50.0
46.7
45.3
48,6
51.6
51.3
0,9 -6~.0 -64.6 0,0
-66.4 -63.5 0,1
-67.5 -64.B 0,3
-66.3 ~3.9 0.1
-67.5 -64.5 0.1
-59.0 -60.1 0,6
46~7 dBmv
0.9 dBmv
:56.1 dBmv
760 1 dBmv
0:6 dBmv
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
Warm Month
Test Site Name 4th and Sluff
Date of Test 8/8/02
W6rst Case OTB ~59.0 dBmV
Wo~t Case Re~asnse
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
WorSt Case CJN 44.9 dBmv
Worst case Hum 0~6 dBmv
W~ Case CTB ~569 dBm~
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
Warm Month
Test Site Name Julien Dubuque Drive
Date of Test 8/8/02
49.6 -55.0 -58.0 0.5
SYSTEM: Dubuque HEADEND: Dubuque HUB: -FCC CHANNEL ANALYZER TEST RESULTS
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
Warm Month
Test Site Name Leisure Lane
Date of Test 8/8/02
2
4
5
95
97
95
99
20
7
9
23
24
25
25
27
28
50
32
93
34
35
36
37
35
42
43
45
46
47
48
49
50
52
53
54
55
56
57
58
59
60
62
63
64
65
68
70
72
74
75
70
77
50.0 0.9 -68.3 -61.6 0.3
54.1 -69.0 -64,2 0.0
55~- -70.2 -64,8 0.6
52.6 -68.9 -63.9 0.4
49,8 -65.4 -68.4 0.2
50.5 -62.8 -65.0 0.3
48.1 -63.0 -64.0 0.6
50.0 -63.0 -59.9 0.2
~VorSt Case cSO -62.8 dBmv
Worst case Response 06 dBnl~
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
Cold Month
Test Site Name LoSt Canyon
iV~rst CaSe CSO ~56~8 dBmV
~'0rst CaSe Resp0nse 08 c~mV
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
IO
Wc~rS~ Case c'i~ -S8 0 dBmV
Worst case R~spOnse
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
~/o~st Case Hum 09 dBrnv
~r~ Case CTB ~58~0 dBIl1¥
W~rst CaSe Response 0~3 d~V
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
~rst Case Hum 1;~ dBmv
~&~st Case cso ~60~0 dBmV
worst Case c~B -58~ dB~v
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
arm Month
st Site Name Roosevelt
Channel
3
4
5
95
96
97
98
99
20
22
7
9
23
24
25
27
28
3O
32
34
35
37
38
39
40
42
43
45
46
47
49
53
54
55
56
57
56
62
64
65
66
67
69
70
73
74
75
76
77
78
48.0 1.5 -65.0 -62,0 0,1
44.9 -66.0 -60.4 0.3
46.0 -68.0 -58.4 0.4
46.9 -64.0 -59.0 0.3
46.8 -63.7 -59,3 0.$
47,6 -65,6 -60.0 0.2
49.3 ~62,0 -60.4 0.2
50.1 -59.8 -58.7 0.0
~o~ Case CSO ;59:8 dB~v
~6rst case R~sponse
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
rest Site Name Melody Circle
Chan~el C/N Total Hum CSO Beat I CSO Beat 2 CTB DSO Beat 3 CSO Beat 4 InChans51Respen~
2 44.9 -66.6 -65.7 0.2
3
5
6
95
96
97
95
99
19 47.8 0.6 -71,1 -69,1 0.0
20
22
7
13 45.1 -69.0 -67.7 0.1
23
24
25
26
27
28
29 ~I.8 -69.5 -65.5 0.1
30
32
33
34 44.5 -68.5 -66.5 0.4
35
36
37
38
39
40
42
44 44.6 -69,9 -67.8 0,4
45
46
47
48
49
50
52
53 46.9 -68.9 -64.8 0.1
54
55
56
57
58
59
60 46.1 -66.9 -65.4 0,0
62
63
64
65
66
67
69
70
72
73 47.1 -67.4 -64.1 0.1
74
75
76
77
78
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FCCCHANNELANALYZERTESTRESULTS
Warm Month
Test Site Name Melody Circle
Date of Test 8/8/02
Channel C/N Tea[Hum CSO Beat 1 CSO Beat 2 CTB CSO Beat 3 CSOBeat 4 InChanne[ Response
2 48.0 -65.2 -64.2 0,4
4
5
6
95
96
97
98
19 47.0 1.1 -69.8 -69.0 0.5
20
7
8
9
13 46.5 -67,0 -68,3 0,2
24
25
26
27
29 45.2 -66.3 -66.0 0,3
30
32
34 45.6 -67,4 -64,0 0.2
35
36
37
36
39
40
42
43
44 45.8 -68.7 -64.9 0.3
46
47
49
5O
53 47.1 -65.8 -65.0 0,2
55
56
57
58
59
60 47.0 -65.0 -63.1 0.3
65
66
67
69
70
72
73
74
75
77
78 46.2 -66.0 -69,0 0.2
SYSTEM:Dubuque HEADEND:Dubuque HUB: -FREQUENCYTESTRESULTS
Cold Month
Test Site Name Dubuque Headend
Date of Test 2/1/02
Channel Video Frequency Audio Frequency
2 55,249800 4.499900
3 61.238000 4.499900
4 67.231400 4.499900
5 77.242600 4.900000
6 83.250000 4.499900
95
96
97
98
99
14 121.263000 4.499900
15 127264100 4.500000
16 133.284300 4.499900
17 139250600 4.500000
18 1~5.249400 4.499900
19 151.250800 4.499900
20 157.239600 4,~99990
21 163,249000 4.499900
22 169.246500 4.5~o0(~0
7 175.260100 4.500100
8 181.251100 4,499900
9 187.240100 4.500000
10 193.251000 4,499900
11 199251100 4,500000
12 205260000 4.500000
13 211.250500 4.500000
23 217.2516C0 4.500000
24 223.245600 4.499900
25 229.260500 4.499900
26 299.262900 4,500C00
27 241.261600 4.500100
28 247.261100 4.900000
29 253,259909 4.499800
90 259263300 4.4999(30
31 265.264500 4.499800
32 271261600 4.5000~)
SYSTEM:Dubuque HEADEND:Du5uque HUB: -FREQUENCYTESTRESULTS
Narm Month
rest Site Name Dubuque Headend
:)ate of Test 7/29/02
ChanneJ Video Frecluency Audio Frequency/
2 55.249200 4.499900
3 61.238100 4.500000
4 67,231500 4.500000
5 77.244000 4.500000
6 83.258500 4.499900
95
96
97
98
99
14 121.263000 4.499900
15 127.266190 4.500(300
16 133.262800 4.500000
17 139.250200 4,500100
18 145.249600 4.500000
19 151,250900 4,499900
20 157.239600 4.499900
21 163.248100 4,499900
~1a3( Audio Freq Error Khz; -0.600
i~Eqal
T(chnoloqi~ Ltd.
~(~ ~ wO lO0 ' IoO..
MOD 70 ~0
6~
'
cy Hat, ks 0~.
]10
l. rd.
ISOL~]7ON ~d~TAP TO TAP
R E~'b'RN LOSS
TAP LOSS TOLERANC~
E.M! ISOT. A'TTON
~ RA'I'UVG
-.MULTI-TAp
FOuR WAY
27 27 ~ ~¢
:."."ffi.O -~.0 '~.0 :rd ~
REGAL
MODF. L TT'PI~ COLOI~.
NO. TAP LOSS CODE ·
RM'r64-35
'~' Han'k~ nz.
·
-l-q4S
3~ ~_
42 3{
Technologies Ltd. TWO WaY
ISOLATION (,~B) TAP'
~ LOSS
TAP .LOSS TOLJ~ANC~
IEMI ISOL.~.'I'IoN (,m Mia)
HUM MODULATION 6AMp
MODEL
NO.
I~lT62-0~
RMT62-11
~2-14
~6~. 17
~62-~
~62-~
~62-!6
~62-29
~62-3~
RMT SERIES (.'pVO-WAy~ .
MODEl..
NO.
RMl'62~
~-II
~62-I4
R~2t7
~62-20
~62-3~ 3~.~ .
-,.o -4- .',.,o
I~ ~LOR ~ :- ~
T~ L~SS. ~D ' ~ON LOSS
- ~ .
I ~ ~t ~T I ~
'
~O-WAy) . ' . . .
· ~ -~- ' ~ I'I ~'1 ~
3[~ Jl {a I I ~1~
(800] 222-asoB
STARLINE® 2000 Full Feature Taps
Specifications
~ Value: 2-ways
4-way~
8-ways
Tap to Tap ISolation: 5-30MHz
~ : ,'.-: 750-1000 MI-Iz
Return Loss: Tap ' 10-30 MHz
':" ->' "!3o-aoo
· ~:" 600-1000 MHz '--':-16 dB
Return Loss: In/Out
... ,,,;~.._ 600.1000 MHz !"-:~'16 dB
Tap Color Codes:
: f=f-dB Val~
7
12
14
15.5
17
29
35
2-i32
Worst Case Specifications
9800-L 8-Way Series
9812 9815 9818 9821 9824 9827 - _eS-_3n_ 9833 9836 Unil,
Tap Value 12.0 15.0 18.0 21.0 . 24.0 ' . 27.0 30.0 33.0 ' 36.0 ~l~
Bandwidth 5 to 1000 MH~
Color Code Goto White Blue Rno~n Purple Yellow Red Silver Brown
Tolerance
5to9MHz 2.0 2.0 2.0 2.5 2.5 . 2.5 2.5 2.5 2.5 +dB
10 to 19 MHz 1.7 2.0 1.5 2.5 2.5 2.5 2.5 2.5 2.5 <- dB
20 to 899 MHz 1.8 2.0 - - 1.5 1.5 1.5 1.5 1.5 2.1 1.8 -,- dB
900 to 1000 MHz 2.3 2.5 .1.9 2.4 2.1 : 2.1 1.9 1.8 2.3 ± dl ~
Insertion ~ n~ (in-out, maximum)
5 MHz
- 3.8 2.0 ' 1.4 0.8 0.8 0.6 0.6 0.6 dB
10 MHz 3.8 1.8 1.2 0.8 0.8 0.5 0.5 0.5 dB
30 MHz 3.5 1.8 1.0 0.7 0.7 0.4 0.4 0.4 dB
50 MHz 3.5 1.8 1.0 0.7 0.7 0.4 0.4 0.4 dB
100 MHz - 4.0 1.8 1.2 0.8 0.8 0.6 0.6 0.6 dB
330 MHz - 4.2 2.1 1.3 0.9 0.8 0.6 0.6 0.6 dB
450 MHz - 4.4 2.2 1.3 0.9 0.8 0.7 0.7 0.7 dB
550 MHz - 4.5 2.3 1.3 1.1. 0.9 0.8 0.8 0.8 dB
600 MHz 4.7 2.4 1.4 1.1 1.0 0.9 0.9 0.9 dB
750 MHz 5.1 2.8 1.6 1.3 1.2 1.2 1.2 1.2 dB
862 MHz 5.3 3.2 1.8 1.4 1.3 1.4 1.4 1.4 dB
1000 MHz 5.4 3.8 2.3 1.8 1.6 1.4 1.4 1.4 ¢~
Flatness (maximum)
10 to 1000 MHz
0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 + dB
Tap-to-Out Isolation (minimum)
5 to 9 MHz 21 21. 24 28 25 20 22 25 dB
10 to 29 MHz - 21 '..24 27 30 34 34 36 38 dB
30 to 749 MHz 27 30 32 34 38 40 42 44 dB
750 to 899 MHz - 25 28 30 33 36 38 40 41 dB
900to IO00. MHz - 25 28 28 33 34 36 38 39 ,~;~
Tap-to-Tap Isolation (minimum~
5to 9MHz 17 17 17 17 17 17 17 17' -- 17 dB
10 to 29 MHz 26 20 20 20 20 20 - 20 20 20 dB
30 to 449 MHz 25 25 25 25 25 25 25 25 25 -dB
450 to 749 MHz 23 23 23 23 23 23 23 23 23 dB
750 to 1000 MHz 20 20 20 20 20 20 20 20 20 m ~
Spec.";,~--;;,~qs are subject to change without no~ce.
Worst Case Specifications
9400-L 4-Way Series ... / ..
9408 9411 9414 9417' 9420 9423 9426 ' 9429 9432 9435 Units
Tap Value 8.0 11.0 · 14.0 17.0 20.0 .23.0 ' 26.0 29.0 32.0 35.0 dB
Bandwidth
Color Code
Tolerance
5to9MHz
10 to 19 MHz
20 to899 MHz
900 to 1000 MHz
Insertion Loss
Orange GoJd White
5 to 1.000 MHz
Blue Green Purple YellOW Red Silver Brown
2.0 2.0 2-0
1.5 1.5 1.5
1.5 1.5 1.5
1.5 2.5 2.3
2-O 2.0
2.0 1 o9
· 1.5 1.5
· 2.2 2.0
2.2 2.5 2.5 2.3 2-0
2-0 2.3 2.3 2.3 1.9 =dB
1.5 1.5 1.5 1.5 1.5
1.9 1;7 1.6 1.8 2.0
(in-out, maximum)
5 MHz
- 3.8 2.5
10 MHz
- 3.6 1~9
30 MHz
- 3.5 1.8
50 MHz
- 3.5 1.8
100 MHz -. 4.0 1.8
330 MHz 4.3 2.0
450 MHz
- 4.3 2.1
550 MHz
- 4.4 2.2.
600 - 4.7 2·4
MHz
750 MHz - 5.1 2.9
862 MHz 5.2 3.3
1000 MHz 5.4 4.0
Flatness (maximum)
1.3 1.1 0.9 0.6 0.5 0.5 0.5 dB
1.2. 1.0 0.8 0.5 0.4 0.4 0.4 dB
0.9 0.8 0.7 0.4 0.4 0.4 0.4 dB
0.9 0.8 0.7 0.4 0.4 0.4 0.4 dB
1.0 1.0 0.8 0.6 0.6 0.6 0.6 dB
1.0 1.0 0.9 0.6 0.6 0.6 0.6 dB
1.2 1.1 0.9 .. 0.7 0.7 0.7 0.7 dB
1.3 1.1 0.9 0.7 0.8 0.8 0.8 dB
1.4 1.2 1.0 0.8 0.8 0.8 0.8 dB
1.6 1.4 1.3 1.1 1.1 1.1 1.1 dB
1.8 1.6 1.5 1.2 1.2 1.2 1.2 dB
2.2. 1.8 1.6 1.4 1.4 1.3 1.4 dB
10 to 1000 MHz 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 0.35 .'* dB
Tap-to-Out Isolation (minimum)
5 to 9 MHz 17 20 .. 21 25 29 17 17 19
10 to 29 MHz 20 21 22 27 30 34 34 36
30 to 749 MHz - - 24 27 30 33 36 38 40 42
750 to 1000 MHz - 22 25 28 31 34 36 38 40
Tap-to-Tap IsOlation (minimum)
5 to 9 MHz 17 17 17 17 20 g0 15 15 15
10 to 29 MHz 20 20 20 19 20 20 20 20 20
30 to 449 MHz 25 25 25 25 25 25 25 25 25
450 to 749 MHz 23 23 23 23 23 23 23 23 23
750 to 1000 MHz __20 20 20 21 21 20 20 20 20
Specifications are subject to change without notice.
~n~ued
21 dB
38 dB
44 dB
42 dB
' t'5 dB
20 dB
25 dB
23 dB
20 dB
PHILIPS
Prelirn/nary--I April2001
527
Worst Case Specifications
9200-L 2-Way Series
~_8 9211 9214 ~21~ 9220~2,23"~.26 ~ 92.~2
~ '~.u 8.S 1~.0 ~4.0 ~?.0 20.0 '. ~.0 . 2S.O ~.0 '.32.0
Color Code Black( Orange
Tolerance
5 to 9 MHz 2.0 2-Q
10 to 19 MHz 1.5 1,5
20 to 899 MHz 1.5 1.5
900 to 1000 MHz 2.0 2.0
Insertion Loss
5 to 1000
MHz
Gold White ~Blue Green Purple Yellow Red Silver
2,0 2,0 2,0 2.0' · 2.2 2.5 2.5 2.0 -~ dB
1.5 1,5 2,0 1,9 2.0 2-3 2.3 1.9 ~- dB
(in-out, maximum)
5 MHz
- 3.5
10 MHz
- 3,4
30 MHz
- 3.3
50 MHz
3,3
100 MHz
· " 3.3
330 MHz
- 3.6
450 MHz
- 3.9
550 MHz - 3.9
600 MHz
4.1
750 MHz
4.7
862 MHz
- 5.0
1000 MHz
- 5.5
Flatness (maximum) --
5 to 1000 MHz
Tap-to-Out Isolation (minimum)
· 2.1 1.3 1.1' 0,9 0,5 0,5 0,5 0.5 dB
~l.g 1,0 1,0 0,8 0,5 0,5 0,4 0,4 dB
1.5 0,8 0;8 0,7 : 0,5 0,4 0,4 0,3 dB
1.5 0,8 0,8 0,7 0,4' 0,4 0,3 0,3 dB
1.8 1,0 0,9 0,8 0,5 0,5 0,5 0,5 dB
2.0 1,0: 1,0 0,8 0,6 0,6 0,6 0.6 dB
2.1 1,1 1,0 0,9. 0,8 0,8 0.8 0,8 dB
2.1 1,2 1,1 0,g 0,7 0,7 0,7 0,7 dB
2.4 1,4 1.2 1,0 0,8 0,8 0,8 0,8 dB
3,0 1,6 1,4 1.2 1,0 1,0 0,9 0,9 dB
3,5 1,8 1,6 1,4 1.2 1.2 - 1.2 1.2 dB
4,; 2.0 1,8 1.5 1,4 1,4 1,4 1,4 dB
5to9 MHz
10 to 2..9 MHz
30 to 749 MHz
750 to' 899 MHZ
900 to 1000 MHz
Tap-to-Tap Isolation (minimum)
0,35
0,35__ ~35 0,35 0,35 0,35 0,35 0,35 =dB
..2~ 25 29 17 17 19 21 dB
20 24 29 30 34 34 36 dB
26 30 33 36 38 40 42 dB
25 28 31 34 36 38 40 dB
24 28 31 34 36 35 40 dB
5to9 MHz
10to29 MHz
30 to 449 MHz
450 to 749 MHz
750 to 1000 MHz
17 17 17 17
20 20 20 20
25 25 25 25
23 23 23 23
20 20 20 21
con~nue~
Specifications are subject to change w~thout notice.
20 20 15 15 15 15 dB
20 20 20 20 20 20 dB.
25 25 25 25 25 25 dB
23 23 23 23 23 23 dB
21 20 20 20 2O 20 dB
530
Preliminary--I Apn7 2001
PHILIPS
CITY OF DUBUQUE
DUBUQUE SYSTEM
MEDIACOM
SECTION 8.2G
MEDIACOM BROADBAND LLC
MEDIACOM BROADBAND CORPORATION
MEDIACOM INC.
OFFICERS
Rocco B. Commisso
Mark E. Stephan
James M. Carey
John G. Pascarelli
Joseph Van Loan
Italia Commisso Weinand
Charles J. Bartolotta
Calvin G. Craib
William J. Lees, Jr.
Joseph E. Young
DIRECTORS
Craig S. Mitchell
William S. Morris III
Thomas V. Reifenheiser
Natale S. Riceiardi
Robert L. Winikoff
MEDIACOM
MEDIACOM INC.
SECTION 8.2 H
Chairman and ChiefExecutieve Officer of
Mediacom Broadband LLC and MCC &
President and Chief Executive Officer and
- Director of Mediacom Broadband Corp.
Senior Vice President, Chief Financial
Officer and Treasurer of Mediacom
Broadband LLC and MCC, Director of
MCC, and Treasurer and Secretary of
Mediacom Broadband Corporation
Senior Vice Presidem, Operations of MCC
Senior Vice President, Marketing and
Consumer Services of MCC
Senior Vice President, Technology of MCC
Senior Vice President, Programming and
Human Resources and Secretary of MCC
Senior Vice Presidem, Customer Operations
Of MCC
Senior Vice President, Business
Development of MCC
Senior Vice Presidem, Corporate Controller
of MCC
Senior Vice President, General Counsel of
MCC
Director of MCC
Director of MCC
Director of MCC
Director of MCC
Director of MCC
Area Manager:
Technical Operations Manager:.
Technical Supervisor
MEDIACOM
SECTION 8.2 J
Kathleen McMullen
Mediacom
3033 Asbury Rd.
Dubuque, Iowa 52001
(563) 55%8020
1308 Curtis St.
Dubuque, Iowa 52003
(563)58S-2316.
Darin Dean
Mediacom
3033 Asbury Rd.
Dubuque, Iowa 52001
(563)557-8O20
17671 S. John Deere Rd.
Dubuque, Iowa 52001
(563)583--0721
Rob Gassman
Mediacom
3033 Asbury Rd.
Dubuque, Iowa 52001
(563)557-8020
2858 Timber Line Dr.
Dubuque, Iowa 52001
(563)583-7660
ORDINANCE 42-91 SECTION 8.2 (k), (L)
SUBSCRIBER AGREEMENTS & FORMS
Exhibit #1
Exhibit #2
Exhibit #3
Exhibit #4
Exhibit #5
Exhibit #6
Exhibit #7
Exhibit #8
Exhibit #9
Exhibit #10
Exhibit #11
Exhibit #12
Exhibit #13
Exhibit #14
Exhibit # 15
Installation Work Order and Converter Agreement, Includes space for
Customer acceptance of work completed and converter. Used for all types
of work orders.
Trouble Call Form. Used when a service complaint needs field work in
order to remedy the problem. Same as Installation Work Order.
Converter Exchange Form. For field and office use, damaged converters
and converter service problems.
Counter payment receipts.
Application for senior citizens.
Converter Retrieval Notice
NSF Disconnect Notice
Commercial Service Agreement
Subscriber Handbook. Includes Equipment Compatibility Notice,
Subscriber Complaint Procedures, Subscriber Privacy Notice
Simple Pay Form
Digital Cable Equipment Agreement
Digital Channel Chart
FM Listing
Analog Channel Chart
Price List
Mediaco s ouE.o .o
WORK ORDER
MAP CODE
MISC.
DEPOSIT TO COLLECT
DEPOSIT AMOUNT PAID
TAG NO.
PREPAYMENT TO COLLECT
I acknowledge receipt of the High-Speed Interne[ Service
Customer and User Agreement and Acceptable use Policy
and agree to be bound by the terms. __
Declined Wire Maintenance Plan __
(Customer must initial above line if box is checked)
PREPAYMENT AMOUNT PAID TAG NO.
TAG NO.
[] CUSTOMER
NOTIFIED
I acknowledge receipt of the Subscriber Privacy Notice and the Mediacom Cable Terms and Conditions and
have had the opportuni'~ to read and ask questions about them. I accept the installation as satisfactory and
the equipment as functional and in good working order,
A B L E T CUSTOMER SIGNATURE /DATE/
/ /
COMPANY REPRESENTATIVE DATE
OFFICE COPY
WORK ORD
Mediaco
SEQUENCE NO.
MAP CODE MISC.
DEPOSIT TO COLLECT
DEPOSIT AMOUNT PAID
TAG NO,
PREPAYMENT TO COLLECT
PREPAYMENT AMOUNT PAID
TAG NO.
TAG NO.
[]CUSTOMER
NOTIFIED
I acknowledge receipt of the High-Speed Intemet Service
Customer and User Agreement and Acceptable Use Policy
and agree to be bound by the terms. __
Declined Wire Maintenance Plan
(Customer must initial above line if box is checked)
I acknowledge receipt of the Subscriber Privacy Notice and the Mediacom Cable Terms and Condition.~
have had the opportunity to read and ask questions about them. I accept the inslaIlation as satisfacto~
the equipmerrt as functional and in good working order.
A B L E T CUSTOMERSIGNATURE /DATE~
COMPANY REPRESENTATIVE
OFFICE COPY
Mediaco
converter(s).
hereby acknowledge receipt of ~ Sefiat Number(S):
Condition of Converter:
Describe
Mediacom:--
DIGITAL cONVERTER AGREEMENT
isssoftheequ~pment. In~. · eavailabtebyapPctntment
pabis care to preverA dar~age or e b~si~ess office. My t'e sid e _ _~...~w[~ e e, 8:00 a.m. and 6:00
reas~ to tatum the equ pment to th ise uipment some~ ,,,~ ~'"
set,ce. I agre~ · cemer~ or removat of th ~ ' untilit is phySicatly disconnected- If the
h~n~irec[ [$300.00) dollam as llqulu'~ ..... s
DATE
X
i Zm
iI~IZ
I-ICI
t
I
I
APPLICATION FOR REDUCED SENIOR CITIZI~,N RATE
NAME
DATE OF
BIRTH
PHONE
ACCOUNT #
UNDER THE TERMS OF
OCTOBER 1,1981, MEDIACOM.CURRENT CABLE TELEVISION FRANCHISE COMMENCING
WILL ALLOW A REDUCED PRIMARY SERVICE RATE
FOR CITIZENS OVER 65 YEARS WHO ARE HI~AD OF TH ~:rn, HOUSEHOLD.
SIGNATURE OF
APPLICANT
SOCIAL SECURITY
NUMBER
Mediaco -
3033 Asbury Road
PO Box 119
Dubuque, IA 52004-0119
DATE:
Dear:
Mediacom Cable Services wants to thank you for being a cable TV subscriber and hope you
have been enjoying your service.
The purpose of this letter is to inform you that we have received a non-sufficient funds
check from your bank for the mount ors . We have been unable [o
conrac[ you by phone.
To prevent an imermpfion in your cable service, please pay the mount with cash or
money order plus a ~kS.00 NSF check charge in our office at 3033 Asburv Rd., or
conrac[ us at (319)557-8020 Monday, Tuesday, Wednesday, Friday 8 a.m'. - 6 p.m.
Thursday 9 a.m. - 6 p.m. or on Saturday 8 a.m. -12 p.m.
Please contact us before to avoid any interruption in your
service and again, we thank you for subscribing to our service and hope to continue to
provide you with the many entertainment choices available through cable TV.
Sincerely,
Mediacom Cable Services
MEDIACOM COMMERCIAL SERVICE AGREEMENT
AGREEMENT made this , bY and between MEDIACOM BROADBAND
LLC (hereinafter referred to as '.'Mediacom")i having an office at 3033 Asbury Rd., Dubuque,
Iowa 52001 and (herein referred to as "Owner") having an office at
the Owner/Operator of the commercial establishment known as
(hereinafter referred to as "Premises").
The Premises is a:
(a) Bar/Restaurant
(b) Business Office/Waiting Room
(c) Hotel/Motel/B & B
(d) Other: Business Center X
This Agreement shall be on a month to mc~th basis.
(a) The service shall be installed;lo 1 computer on the Premises. Owner
agrees to pay an installation charge of $149.95 upon execution of the
Agreement. Installation of $149.95 will be based on a normal installation where
cable is easily assessable. Owner shall pay a monthly fee of $99.95 per month
for Internet Service.
(b) Monthly fees are due and payable within fifteen (15) days of invoice.
.¸
(c)
Owner agrees to pay any local, state or federal taxes imposed or levied on or in
connection with the Service, Equipment (as hereinafter defined) and/or
installation or placement charges or any of them, during the Term.
(a)
Mediacom is hereby granted permission to place and maintain cables, wires,
equipment and appurtenant devices (hereinafter referred to as "Equipment") on
or at the Premises.
(b)
All Equipment installed or supplied by Mediacom shall remain the property of
Mediacom and shall not be tampered with or modified in any way by Owner or
Its agents, employees or patrons. Failure of Mediacom to remove its Equipment
shall not be deemed an abandonment of the Equipment. All modems shall be
returned upon termination, discontinuance and or modification of service.
Charges will be assessed for unreturned, lost or damaged modems.
Permission is granted for Mediacom to advertise and promote the availability of the
service by placement of one small sign or notice in or on the f~ont of the Premises.
Mediacom has no responsibility for the repair or maintenance of any computer
located at the Premises.
Owner agrees that neither Owner nor its patrons, guests, employees, servants, or
agents (except for Mediacom s authorized personnel) will open, tamper with, service,
make any alterations to or remove from its point of installation, the wires, cable or any
other equipment supplied to, delivered or installed by Mediacom. Any alteration,
tampenng, removal etc., or the use of equipment which permits the receipt of
MEDIACOM DIGITAL CABLE Medi m-)I DiGiTAL CARLE
Equipment User Agreement
Congratulations! You are about to enjoy the exciting new world of
digital programming and services as a MEDIACOM DIGITAL CABLE customer.
We, Mediacom ("we", "us" or "Company"), (and/or its affiliates or designees) will provide you certain proprietary electronic equipment necessary
to enjoy MEDIACOM DIGITAL CABLE and analog cable services. This equipment is not for sale, and is legally available from and through us for
use with our services. It is and remains our personal property or that of our designees.
Equipment. The equipment we are providing you at the time of this installation is listed below. (Other equipment necessary to receive the
MEDIACOM DIGITAL CABLE and analog cable ser,:ices may be provided to you from time-to-time by us in the normal course of our business.
Such equipment will be identified in other business records of the Company and will be subject to your commitments herein.)
Description of Item Serial Number Description of Item Serial Number
Damage Waiver. You Agree That We Shah Not Be Liable For Damages, Whether Direct And/Or Consequential, Resulting
Fram Any Malfunction Or Failure Of The Equipment, Or For Any Delay In Promptly Replacing Malfunctioning Equipment.
Installation Address
Technician Number
Customer Signature Date
Customer Service
Quality Programming for the Entire Family!
Serving the Communities of:
Dubuque County - Asbury - sageviiie'
Dubuque - svilte - Farley - Epworth
D er . _ Hazel Green, WI
East OubuquJe~ Jo Dawess County
effective February, 2003
CABLE
ANALOG cHANNEL LINE-UP
41 HGTV Home & Garden TV __
Family Cable
2 KGAN- CBS
3 KPXR' PAX TV
KFY, B - Fox
5 WHA- pBS
6 KWQC - NBC
7 KWWL-NSC
8 Government Access
9 KcRG - ABC
10 WOAD-ABC
11 QVC
12 KtIN. pBS, iowa City
13 WGN Superstation, Chicago
14 Shop NBC
t5 public Access
16 public Access
17 Educational Access
18 Communit'/Bulletin
19 TV Guide Channel
20 K--WKB - TV
21 Cable Market ptacelAd Channel
22 wISC
23 CsPAN
24 CSPAN 2
25 ESPN
26 ESPN 2
27 Fox Sports Net, Chicago
28 A&E Arts and Entertainment
29 SPJWO
30 AMC American Movie ClaSSics
31 TLC The Learning Channel
32 History Channel
33 CNN
34 CNN Headline News
35 MSNSC
36 Fox News
37 CNBC
38 TWC The Weather Channel
39 Soapnet
40 Court TV
42 Food Network
43 Travel channel MEDIACOM
44 Hallmark Chancel DiGiTAL pACKAGES
45 Trinity TBN Total Digital:
46 EWTN Eternal Word Television *Digital Access plus ell
Network 4 Multi-p/ex premium Sewices
47 Cartoon Network
48 Disney Digital Value plus:
49 Nickelodeon / N~ck at Nile *Digital Access plus
50 ABC Family 3 Multi_plax premium Sewices
51 Animal planet
52 Discovery Channel DigitaiVatUe:
53 Sci-Fi *Digital Access plus
54 FX Fox Cable NetWork 2 Multi.Plax premium SeWiCeS
55 ~-V Lend
56 TNT Turner Ne~ork TV Digital Choice:
57 -lBS Superstati0n, Atlanta *Digital Ac, cass plus
58 L~fegme 1 Multi.pie× premium Service
59 WE Women's Entertainment
60 USA NetWOrk Digital AcceSS*
61 international Family Cable- Digital Music
62 BET B~ack Entertainment Special Interest Channels
Network pay.per-View Acc, ess-interactive Guide
63 CM-f Country Music Televisi°n parental Control Features
64 .fNN The National Network iDCT and 1oCT Remote
65 VH1 Video Hits 1
66 MTV Music Television VarJetyPac$5.95wYCany
67 Comedy Central DigitaIpackage
68 F.! Entert~inmentTV
69 Turner Classic Movies SeeOigitatC~anneilJne'up°nSack_
70 HSN --
71 Outdoor Life
78 Movie Pie;<
Chancel Uae-ups are subjeCt to change
Digital Access
120 Noggin
121 O~scovery Kids
137 TRIO
161 Game Show Network
162 BBC Amedca
215 Nick Games & Sports
272 Discovery Science
401 Fox Sports Wodd
405 The Gotf Chansa[
504 UfetJme Movie Network
Digital Variety Pac
122 Teeny Disney
135 MTV2
183 E! Style
201 Discovery Home & Leisure
220 Discovery Health
228 Wisdom
271 Discove~ Civilization
273 National Geographic
274 DL~covery Wings
275 A&E Biography
276 History Intematieeal
406 Outdoor Channe~
408 Speed Cha~nol
471 VH1 Coun~'y
473 VH1 Classic Rock
476 Much Music
503 Independent Fiff Channel
Digital Pay-Per-View
801-806 TVN PPV
816-824 TVN PPV
844 Passion Hot
853 Playboy TV
CHANNEL LINE-UP for
I'lld'~l'l'A i ~dll~ A E) i
Digital STARZ/Encore Multi-Plax
513 WAM E
517 EncoreE 518 Encore W
519 Encore Weeiems
520 Encore Westerns W
521 Encore Love Slodes
522 Encore Love Stodes W
523 Encore Mystery
524 Encore Mystery W
527 Encore True Stories E
528 Encore True Stodes W
529 Encore Action E
530 Encore Action W
533 STAP, Z! E
534 STARZ! W
535 STARZJ THEATRE E
537 Black STARZ! E
539 STARZ! Family E
541 STARZJ 5 Cinema E
542 STARZ! 5 Cinema W
Digital HBO Multi-Plax
550 HBO E
552 HBO Plus E
554 HBO Family E
556 HBO Signature E
558 HBO Latino E
Digital Cinemax Multi-Plax
575 Cinemax E
577 More Max E
579 Action Max E
Digital Showtime Multi-Plax
601 Showtime E
603 Showtime Too E
605 Showtime Showcase E
607 Showfime Extreme E
609 Show~ime Beyond E
625 TMC E
627 TMC Xtra E
641 Sundance E
643 Fib( E
Digital DMX . DMX is a 24-hour
COmmercial-free, non-stop music setviee
°~oe~g great music you want to hear[
Todays Cosatry
904 Amedcana
906 R&B and Hip-Hag
907 Classic R&B
913 Clsas~ ROCk
918 Soft Rock
920 Party Favorites
921 '80's
922 New Wave
924 Solid Gold Oldies
929 Jazz
931 Reggae
932 Soundscapes
933 Classical Masterpieces
934 Opera
935 Light CLassical
936 Show Tunes
938 Gospel
939 For Kids Ooly
941 Musica Latina
942 Salsa y Merengue
943 Rock 'Eh Bspa~ol
944 Latin Love Songs
945 Maxicana
FM LIST FOR DBQ
FREQUENCY
CALL LETTERS
LOCATION
88.7 WERN MADISON
89.5 WEKZ MONROE
90.9 KUNI CEDAR FALLS
91.3 WHHI HIGHLAND
91.7 KSUI IOWA CITY
92.1 KMJC CLINTON
93.3 KATF DUBUQUE
96.5 WMT CEDAR RAPIDS
97.5 WDBQ DUBUQUE
98.1 KHAK ]CEDAR RAPIDS
98.5 KGRR DUBUQUE
99.3 WAXL LANCASTER
99.9 WXL64 WEATHER RADIO
100.5 WFMT CHICAGO
101.9 KDFX DUBUQUE
104.3 KFMW WATERLOO
104.9 KLYV DUBUQUE
8/15/02 ]
Med aco - )
rle~ pSbUry.
we8 Co~n~pworth OageVille'
effe°tive Pe
Fa~ily Cable ANA .__ C~ Ua~' 20~ Hazel Green
2 KGAN. CB8
~ KFXB.Fox ,v 42 POOdNe't~'"e&~arden~
6 WHA. PBS 43 Travel Ch~rk
7 ~Qc - NBC' 44 Hallma~ ~ nel
K~L N 45 Trin,-- bhannel
8 Go- ' BC 4~ ~Y FBN .
12 KIIN.n~ 49 Nicke;~. 4MuN. p ~Splusall
13 WGN ~,~S, Iowa City 50 ABC ~ueon / Nick at Nit lex Pmmium
1~ up NBC ' ~mCago 5P '~mal Plane, ~F~ Value PI .
18 Com~rl°nal Ac~ss 55 TV ~X Cable Network Digi~lM .
19 TVG:~mtyBulletin 56 TNT~nd ~ *Dig8alaa~ue:
20 K~/~/ueChannel 57 TR~ ~UmerNetwo~_ 2Mu,,7'~e~plus
21 ~ ~ 5R ,, Persta*~ re~ium
~able Mark ~ klfeti~e ~,on, Atlan~ - "'" ~ices
~ WISc ~et Place/Ad Channe 59 WE Women, ~tg~ Choir.
~3 CSPA~ I 60 USA ~ s Ente~ain~ Dig~iA~~
24 " 6~ · "e~ork ment 1Mu,.. ~ -~ plus
2~ CSPAN 2 ~ international u~r~'Plex P~mi.~ ~
a ESPN ~z BETBla~u~
~7 Foxo UMTCou~. ~amilyc~,
~9 B~VQ -.~ Ente~ain ~ VH1 Video ,.. ~-a/Ne~ork ~ay-Per.~e ~"annels
30 ~ ment 66 M~. . Hds I p WA~..
~ : C~N Headline ~e~ 71 Ouldoor Li~e
5 MSNBc s
' 36 FOX News 78 MOVie Plex
37 CNBc
38
39 87jn:~e Weather Ohannel
40 Cou~ TV
Channel Ube. Up$ ale subjec! to c~ange
CHANNEL LINE-UP for
Fkl/'I~_I'I'A I P A DI r_
I,/Iq,,ll I/4k bJ4UkG
Digital DMX - DMX is a 24-hour
Digital STAP`z/Encore Mutti-Plex commemial-free, non-stop music service
Digital Access 513 WAM E offering great music you want to head
120 Noggin 902 Today's CountPj
121 D~scovery Kids 517 Encore E 904 Americana
137 TRiO 518 EncoreW 905 Bluegrass
161 Game ShOw Network 519 Encore Westerns 906 R&B and Hip-Hop
162 SBCAmefica 520 EncoreWestemsW
215 Nick Games & Sporls 521 Encore Love Stories 907 Classic p,&B
911' Rock
272 Discoverysoie~ce 522 EncoreLoveStodesW 913 Classic Rock
401 FoxSpor[sWofld 523 Encore Mystery 914 AitematNeRock
405 The Golf Channel
504 Lifetime Movie Network 524 EncoreMyste~/W
527 Encore True Stodes E 915 Bectfonica
918 Soft Rock
528 Encore True Stodes W 919 Hit List
529 Encore Action E 920 Party Favorites
OigitaIVarietyPac 530 Encore Action W 921 '80's
122 ToonyDisney 922 NewWave
135 MTV 2 533 STAP, Z! E 924 Solid Gotd Oldies
183 E! Styte 534 STARZ! W 926 Big Sand & Swing
201 Discovery Home & Leisure 535 STAP, Z! THEATRE E 929 Jazz
220 Discovery Health 537 Black STARZ! E 931 Roggae
228 Wisdom 539 STARZ~ Family E
271 Discovery Civilization 541 STAP, Z! 5 Cinema E 932 Soundscapes
273 National Geographic 542 STAP, Z! 5 Cinema W 933 C~assical Masterpieces
934 Opera
274 Discovery Wings 935 Light Classica~
275 A&E Biography Digital HBO MuSi-Plex 936 Show Tunes
276 History [ntemationat 550 HBO E 938 Gospel
406 Outdoor Channe~ 552 HBO Ptus E 939 For Kids Only
408 Speed Chsene~ 554 HBO Family E 941 Musica Latina
471 VHI County 556 HBO Signature E 942 Sa[sa y Merengue
473 VH1 Classic Rock 558 HSO Lalino E 943 Rock'En Espa~ol
476 Much Music 944 Latin Love Songs
503 [ndependerk Filf Channel Digital Cinemax Multi-Plex 945 Mexicana
575 Cinemax E
Digital Pay-Per-View 577 More Max E
579 Action Max E
801-806 TVN pPV
816-824 TVN PPV Digital Showfime M ulti-plex
844 Passion Hot 601 Showtime E
853 Playboy TV 603 Showtime Too E
605 Showtime Showcase E
607 Showtime Extreme E
609 Showitme Seyond E
625 TMCE 627 TMC Xtra E
641 SundanceE
643 FlixE
DUBU(~UE
Channel Line-Up
i 58 I ]FETIME
2 KGAN - CBS 59 NE WOMEN'S ENTERTAINMENT
3 KPXR - PAX ~V 60 3EA NETWORK
4 KFXB - FOX 61 iNTERNATiONAL
5 WHA - PBS 62 JET BLACK ENTERTAINMENT NETWORK
6 KWQC - NBC 63 2MT COUNTRY MUSIC TELEVISION
7 KWWL - NBC 64 FNN THE NATIONAL NETWORK
8 GOVERNMENT ACCESS 65 /H1 VIDEO H~PS l
9 KCGR - ABC 66 ~17V MUSIC TELEVhSION
10 WQAD - ABC 67 ~OMEDY CENTRAL
11 QVC 68 E! ENTERTATNMENTTV
12 K~IN - PBS IOWA QTY 69 RJRNER CLASSIC MOWES
13 WGN SUPERSTAT]ON 70 -iSM
14 SHOP NBC 71 DUTDOORLZFE
15 PUBLtC ACCESS 72
16 PUBLTC ACCESS 73
17 EDUCATIONAL ACCBSS 74
18 COMMUNitY ACCESS 75
19 TV GUIDE CHANNEL 76
20 KWKB - TV 77
21 CABLE M~ PLACE/AD CHANNEL 78 v]OVIE P. LEX
22 WISC
23 CSPAN
24 CSPAN 2
25 ESPN
26 ESPN 2
27 FOX SPORTS NET CHICAGO
28 A&E ARTS & ENTERTATNMENT
29 BRAVO
30 AMC AMEP~tCAN MOVIE CLASSICS
31 TLCTHE LEARNING CHANNEL
32 HISTORY CHANNEL
33 CNN
34 CNN HEADLINE NEWS
35 MSNBC
36 FOX NEWS
37 CNBO
38 THE WEATHER CHANNEL
39 SOAPNET
40 COURT TV
z~l HGTV HOME 8~ GARDEN TV
42 FOOD NETWORK
4-3 TRAVEL CHANNEL
44 HALLMARK CHANNEL
45 TRJNLq'Y TBN
46 EWTN ETERNAL WORD TELEVISION NETWORK
47 CARTOON NETWORK
48 DISNEY
49 NICKELDEON/NICK AT NTIE
50 ABC FAMILY
51 ANIMAL PLANET
52 DISCOVERY CHANNEL
54 FX FOX CABLE NETWORK
55 TV LAND
56 TNT TURNER NETWORK TV
57 TBS SUPEBSTAT~ON
Rate Schedule
Standard Converter $1.85
Standard Remote $0.35
Additional DCT $8.00
Online Service $40.95
Online Modem $5.00
Relocate $25.00
Houdy Service Charge $25.00
NIC Charge $24,95
_ _
Family Cable $41.95
Cable Guide $2.25
HWMP $1.40
Unwired Home Installation (1 outlet) $45,00
Additional Outlets (same trip) $15.00 per
Wired Home Installation $30.00
Additional OuUet (separate trip) $25.00
Transfer Wired $30,00
Upgrade Service (no truck) $1,99
Downgrade in field $8.95
Hourly Service Charge $25,00
Non-pay Tech Collection Fee $15.00
Downgrade Service (no truck) $1,99
Total Digital $43.00
Digital Value Plus $35,00
Digital Value Plus with HBO $37.00
Digital Value $28.00
Digital Value with HBO $30.00
Digital Choice $20.00
Digital Choice with HBO $22.00
Digital Access $12,00
Variety Pak $5.95
* Digital Service Pdces Are In Addition To Family Cable Rate
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the flscal year ended December 31, 2002
Com mission File Number: 0-29227
Mediacom Communications Corporation
(Exact name of Registrant as specified in its charter)
(State of incorporation)
06-1566067
(I.R.S. Employer
ldentificalion Number)
100 Crystal Run Road
Middletown, Ne~v York 10941
(~4ddress of £rincipal executive offices)
(845) 695-2600
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Class A Common Stock, $0.01 par value per share
Indicate by check mark whether the Registrant (I) has filed all reports required to be filed by Section 13 or t 5 (d)
of the Securities Exchange Act of' 1934 during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to Such filing requirements for the past 90 days. Yes X~
No__
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [X]
Indicate by check mark whether the registrant is an accelerated filer (as def'med in Rule 12b-2 of the Act)_
Yes X No
As of June 28, 2002, the aggregate market value of the Class A common stock of the Registrant held' by non-
affiliates of the Registrant was approximately $482.8 million.
As of March 25. 2003, there were outstanding 89,610,341 shares of Class A common stock and 28,913,145 shares
of Ctass B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2003 Annual Meeting of Stockholders are incorporated by
reference into Items 10, I 1. 12 and 13 of'Part Ill.
M EDIACOM COMMUNICATIONS CORPORATION
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
PARTI
Page
Business ........................................................ dj. ................................................... 4
Properties .......................................................................................................... 23
Legal Proceedings .............................................................................................. 23
Submission of Matters to a Vote of Security Holders ........................................... 24
Directors and Executive Officers o~ the Registrant ..................................... ~ ....... 24
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
PART 1I
Market for Registrant's Common Equity and Related Stockholder Matters ........... 27
Selected Financial Data ................................................................................... 28
Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................................................................ 32
Quantitative and Qualitative Disclosures About Market Risk ................................... 47
Financial Statements and Supplementary Data ....................................................... 48
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure .......................................................................................73
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART III
Directors and Executive Officers of the Registrant .............................................. 74
Executive Compensation .............................................................................. 74
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters .......................................................................... 74
Certain Relationships and Related Transactions ................................................ 74
Controls and Procedures ................................................................................. 74
Item 15.
PART IV
Exhibits, Financial Statement Schedules and Reports on Form 8-K.H~ ...................
2
References in this Annual Report to "we," "us," or "our" are to Mediacom Communications Corporation and its
direct and indirect subsidiaries since its initial public offering in February 2000 and to Mediacom LLC and its direct
and indirect subsidiaries prior to the initial public offering, unless the context specifies or requires otherwise.
Cautionary Statement Regarding Forward-Looking Statements
You should carefully review the information contained in this Annual Report and in other reports or documents
that we file from time to time with the Securities and Exchange Commission (the "SEC"). In this Annual Report, we
state our beliefs of furore events and of our future financial performance. In some cases, you can identi~ those so-
called "forward-looking statements" by words such as "may," "will," "should," "expects," 5'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 this Annual Report 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'. 9.
ITEM 1.
BUSINESS
PART !
Introduction
We are currently the nation's eighth largest cable television company based on customem served and the leading
cable operator focused on serving the smaller cities and towns in the United States. We provide our customers with a
wide array of broadband products and services, including traditional analog video services, digital television, high-
speed Internet access, video-on-demand and high-definition television. As of December 31, 2002, our cable systems
passed approximately 2.7 million homes and served approximately 1.6 million basic subscribem in 23 states. A basic
subscriber is a customer that subscribes to a package of basic cable television services. Approximately 60% of our
customem are located within the top I00 television markets in the United States. We were founded in July t995 by
Rocco B. Commisso, our Chairman and Chief Executive officer.
Since commencement of our operations in March 1996, we have experienced significant growth by executing a
disciplined strategy of acquiring underperforming cable systems and improving their operating and financial
performance. In 2001, we acquired cable systems from AT&T Broadband, LLC that served approximately 800,000
basic subscribers, for an aggregate purchase price of about $2.06 billion. Since inception, we have acquired cable
.systems for an aggregate purchase price of $3.37 billion that served approximately 1.6 million basic subscribers as of
December 31, 2002.
We believe that our high-speed, interactive broadband network is the superior platform for the delivery of video,
voice and data services to the homes and businesses in the communities we serve. Available service offerings depend
on the bandwidth capacity of the broadband network. Bandwidth, expressed in megahertz (MHz), is a measure of
information-carrying capacity that can be used to distribute telecommunication services. The greater the bandwidth,
the greater the capacity of the system to deliver service offerings. We are now in the final stages of an aggressive
network upgrade program that we expect to substantially complete by June 30, 2003. As of December 3 I, 2002,
approximately 96% of our cable network was upgraded with 550MHz to 870MHz bandwidth capacity and about 91%
of our homes passed were activated with two-way communications capability.
As a result of our upgrade program, we have seen a significant increase in our cable systems' network capacity,
quality and reliability, facilitating the widespread introduction of additional programming and other services, such as
digital video and high-speed Intemet access, and the recent deployment of video-on-demand and a limited high-
definition television offering. We also believe our network has the capability for additional services such as
telephony. As of December 3 I, 2002, our digital cable service was available to about 1.5 million basic subscribers, or
97% of our total basic subscribers, and we served 371,000 digital customers_ As of the same date, our high-speed
Interoet access, or cable modem service, was marketed to approximately 2.3 million homes passed by our cable
systems, or 85% of our total homes passed, and we served 191,000 data customers.
Oar principal executive offices are located at 100 Crystal Run Road, Middletown, New York 10941 and our
telephone number at that address is (845) 695-2600. Our website is located at www. tnediacomcc, corn. We have made
available free of charge through our website (follow the Corporate Info link to the Investor Relations tab to "Annual
Reports/SEC Filings") our annual report on Form lO-K, quarterly reports on Form lO-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) &the Securities Exchange Act
of 1934 as soon as reasonably practicable after such material was electronically filed with, or furnished to, the
Securities and Exchange Commission. The information on our website is not part of this Annual Report.
Description of Our Business
We offer our customers a full array of traditional analog video services, also referred to as our core cable
television services. In addition, we offer to a significant portion of our customer base advanced broadband products
and services such as digital cable television and high-speed Internet access. We launched video-on-demand service in
certain cable systems in 2002 and recently deployed a limited high-definition television service in certain cable
systems. We plan to expand the availability of these services during 2003. We are also exploring other opportunities
in interactive video, lnteraet protocol telephony, or IP telephony, and other broadband services_
Traditional Analog Video Services
We receive the majority of our revenues from subscription services. Subscribem typically pay us on a monthly
basis and generally may discontinue services at any time. Monthly subscription rates and related charges vary
according to the type of service selected and the type of equipment used by subscribers.
We design both our basic channel line-up and our additional channel offerings for each system according to
demographics, programming preferences, channel capacity, competition, price sensitivity and local regulation. Our
core cable television'service offerings are presented in an analog format and include the following in most of our cable
systems:
Limited Basic Service. Our limited basic service includes, for a monthly fee, local broadcast channels, network
and independent stations, limited satellite-delivered programming, and local public, government, home-shopping and
leased access channels.
Expanded Basic Service. Our expanded basic service includes, for an additional monthly fee, various satellite-
delivered channels such as CNN, MTV, USA Network, ESPN, Lifetime, Nickelodeon and TNT.
Premium Service. Our premium services are satellite-delivered channels consisting principally of feature films,
original programming, live sports events, concerts and other special entertainment features, usually presented without
commercial intermptinn. These services include HBO, Cinemax, Showtime, The Movie Channel and Starz/Encore.
Such premium programming services are offered by our systems both on a per-channel basis and as part of preminm
service packages designed to enhance customer value.
Pay-Per-View Service. Our pay-per-view services alloxv customers to pay to view a single showing of a feature
film, live sporting event, concert and other special event, on an unedited, commercial-flee basis. Such pay-per-view
services are offered by us on a per-viewing basis, with subscribers only paying for programs which they select for
viewing_ ~
Digital Cable Services
Digital video technology has significantly enhanced and expanded the video and other service offerings we
provide to our customers. This technology has enabled us to improve picture quality and reliability, and to greatly
increase our channel offerings through the use of compression, which converts one analog channel into eight to 12
digital channels. We now offer up to 250 analog and digital channels in many of our cable systems.
We currently offer our customers several digital cable programming packages that include:
· up to 4t digital basic channels;
· up to 61 multichannel premium services;
· up to 60 pay-per-view movie and sports channels;
· up to 45 channels of digital music; and
· an interactive on-screen program guide to help them navigate their viewing choices~
Subscribers typically pay us on a monthly basis for digital cable services and generally may discontinue services
at any time. Monthly rotes vary generally according to the level of service and the number of digital converters
selected by the subscriber_
As of December 31, 2002, our digital service was available to about 1.5 million basic subscribers; or
approximately 97% of our subscriber base, and we served 371,000 digital customers. By year-end 2003, we expect
our digital cable service to be available to about 98% of our subscriber base, and to serve between 425,000 and
435,000 digital customers.
High-Speed lnternet Access
Our broadband cable network enables our high-speed Intemet customers, also referred to as cable modem
customers, to transmit data up to 100 times faster than traditional telephone modem technologies. Our cable modem
customers can receive and transmit large files over the Interact in a fi-action of the time required when using the
traditional telephone modem. Our high-speed Internet access service also allows muchlquicker response times when
surfmg the Intemet, providing a richer experience for thC customer that capitalizes on the significant capacity of our
broadband cable network. In addition, cable modem service eliminates the need to use a telephone line to access the
Interaet. It is also always activated, and as a result, the customer does not need to dial into an tnteruet service provider
and await authorization.
Monthly subscription rates and related charges vary according to whether the customer leases or owns the cable
~aodem and whether the customer subscribes to our video services.
We recently began providing commercial high-speed Interact access services to small and medium-sized
businesses. Our commercial data service offerings allow businesses with multiple users to select faster data
transmission speeds than our residential' service.
As of December 31, 2002, our cable modem service was marketed to about 2.3 million homes passed by our cable
systems, or 85% of our homes passed, and we served 191,000 data customers. By year-end 2003, we expect our cable
modem service to be marketed to about 97% of our homes passed, and to serve between 265,000 and 275,000 data
customers.
Advertising
Our cable systems receive revenue fi-om the sale of local advertising on satellite-delivered channels such as CNN,
MTV, USA Network, ESPN, Lifetime, Nickelodeon and TNT. As part of the acquisitions of the AT&T cable systems
in 2001, we purchased an advertising sales infrastructure that includes in-house production facilities, production and
administrative employees and a sales workforce. We are expanding the use of this advertising infrastructure to
generate additional advertising revenues in the cable systems we owned prior to the acquisitions of the AT&T cable
systems, as the third-patty advertising agreements covering those cable systems expire beginning in 2003. We also
expect that the increasing concentration of customers served by our master headend facilities as a result of our headend
consolidation program will enable us to increase our advertising revenues.
Video-On-Demand
Video-on-demand is an interactive television service that provides access to movies or special events on demand
with the ability to fast forward, pause and rewind selected programming. Customers can watch their seleet&d featare
repeatedly during the viewing window, which typically runs up to 24 hours, or stop the selection before it is completed
and return to it at a later time during the viewing window. Fees are typically charged on a per-selection basis,
although certain individual categories of programming are also available for a flat monthly fee. The provision of
video-on-demand services requires the use of servers at the headend facility of our cable systems. We currently offer
video-on-demand service to approximately 18% of our digital customers. By year-end 2003, we expect video-on-
demand service to be available to approximately 50% of our digital customers.
6
High-Definition Television
High-definition television provides picture quality at a higher resolution than standard television. A television set
capable of receiving and displaying high-definition signals is required to utilize this service_ We are currently offering
limited high-definition television service in markets serving approximately 23% of our basic subscribers. During
2003, we expect to expand the number of channels broadcast in high-definition in the markets where we already
provide this service.
Telecommunications Services
We are exploring technologies using IP telephony as well as traditional switching technologies that are currently
available to transmit telephony signals over our cable network. We are currently conducting a technical trial of hybrid
IP telephony service which combines the technology of IP telephony with traditional phone technology. As part of our
headend consolidation plans, we have deployed over 8,000 route miles of fiber optic cable resulting in the creation of
large, high-capacity regional networks. We have constructed our networks with excess fiber optic capacity, thereby
affording us the flexibility to pursue new data and telecommunications opportunities.
7
Description of Our Cable Systems
Overview
The following table provides an overview ofselected operating and technicals~tisticsfor our cable systems for
the years ended:
2002 2001
Operating Data:
Homes passedO) .................................. 2,715,000 2,630,000
Basic subscribers(2) .............................1,592,000 1,595,000
Basic penetration°) ............................. 58:6% 60.6%
Average monthly revenues
per basic subscriber(4) ...................... $50.10 $44.54
Digital Cable:
Digital-ready basic subscribers(s) ........ 1,540,000 1,400,000
Digital customers ................................371,000 321,000
Digital penetration(6) ...........................24.1% 22.9%
Data:
'Data-ready homes passed(7) ................ 2,460,000 1,780,000
Dam-ready homes marketed(s) ............ 2,320,000 1,420,000
Data customers ...................................191,000 I 15,000
Data penetration(9) ............................... 8.2% 8.1%
Revenue Generating Units:(t°) .......... 2,154,000 2,031,000
Customer Relationships:(m .............. 1,611,000 1,607,000
Cable Network Data:
Miles of plant ...................................... 45,000 44,100
Density°2) ........................................... 60 60
Percentage of cable network at
550MHz to 870MHz ....................... 96% 75%
2000 1999 1998
1,173,000 1,071,500 520,000
779,000 719,000 354,000
66.4% 67.1% 68.1%
$38.34 $35.01 $32.88
400,000 168,000
40,000 5,300
10.0% 3.2%
550,000 120,000
486,000 105,500
15,600 5,100
3.2% 4.8%
834,600 729,400
N/A N/A
24,500 22,444
48 48
74% 57%
4,729
358,729
N/A
11,950
44
45%
~epresents the r[umber of single residence homes, apartments and condominium units passed by the cable distribution network
in a cable system's service area.
Represents a dwelling with one or more television sets that receives a package of over-the-air broadcast stations, local access
channels or certain satellite-delivered cable television services. Accounts that are billed On a bulk basis, which typically
receive discounted rotes, are converted into f~ll-price equivalent basic subscribers by dividing total bulk billed basic revenues
o£a particular system by the.applicable combined limited and expanded cable rate charged to basic subscribers in that system.
Basic subscribers include connections m schools, libraries, local government offices and employee households that may not be
charged for limited and expanded cable services, but ma5' be charged for premium units, pay-per-view events or high-speed
Intemet service. Customers who exclusively purchase high-speed Interact service are not counted as basic subscribers_ Our
methodolo.~ of calculating the number of basic subscribers may not be identical to those used by other cable companies_
Represents basic subscribers es a percentage of homes passed.
Represents average monthly revenues for the last three months of the period divided by average basic subscribe'rs for such
period. Includes the revenues from cable systems acquired during the last three months of the period as if such acquisitions
were completed at the beginning oftbe three month period.
A subscriber is digital-ready if the subscriber is in a cable system wbere digital cable services are available.
Represents digital customers es a percentage of digital-read'y basic subscribers.
A home passed is data-ready ifil is in a cable system with two-way communications capability.
Represents data-ready homes passed where cable modem service is available.
Represents the number of total data customers as a percentage of data-ready homes marketed.
Represents the sum of basic subscribers, digital customers and data customers.
Represents the total number of customers that receive at least one level of service, encompassing video and data services,
without regard to xvhich service(s) customers purchase. This information is not available for periods prior to 200 I.
Represents homes passed divided by miles of plant.
Selected Operating Data
Our systems currently are organized into three operating divisions. The following table sets forth the principal
states served by such divisions, and their respective basic subscribers,' digital customers and data customers ~s of
December 31, 2002:
Division
Midwest
North Central
Southern
Technology Overview
States
Illinois, Indiana, Iowa, Kentucky,
Missouri
Iowa, Minnesota, South Dakota
Alabama, California, Delaware,
Florida, Georgia, North Carolina
Total
Basic Digital Data
Subscribers Customers Customers
558,000 113,000 66,600
580,000 144,000 77,800
454,000 114,000 46,600
1,592,000 371,000 191,000
As part of our commitment to maximize customer satisfaction, to improve our competitive position and to
introduce new and enhanced products and services to our customers, we continue to make significant investments to
upgrade our cable network_ The primmy objectives of our upgrade program are to:
· increase the bandwidth capacity to 870MHz;
· activate two-way communications capability;
· consolidate our headend facilities, through the extensive deployment of fiber optic networks; and
· allow us to provide digital cable television, high-speed Internet access, interactive video and other
telecommunications services.
We expect to substantially complete our cable network upgrade program by June 30, 2003_ The following table
descn'bes the technological state of our cable network as of December 31, 2001 and 2002 and the projected state of our
cable network as of June 30, 2003, based on our current upgrade plans:
Percentage of Cable Network
Less than 550MHz-
550MHz 870MHz
December 31 2001 .............................................................25% 75%
December 31, 2002 ............................................................... 4% 96%
June 30, 2003 2% 98%
Two-Way
Capable
68%
91%
98%
A central feature of our upgrade program is the deployment of high capacitT, hybrid fiber-optic coaxial
architecture. The hybrid fiber-optic coaxial architecture combines the use of fiber optic cable, which can carry
hundreds of video, data and voice channels over extended distances, with coaxial cable, which requires a more
extensive signal amplification in order to obtain the. desired levels for delivering channels. We design our network to
connect'fiber optic cable to individual nodes serving an average of 350 homes or commercial buildings. A node is a
single connection to a cable system's main, high-capacity fiber optic cable that is shared by a number of customers.
Coaxial cable is then connected from each node to the individual homes or buildings. Our network design generally
provides for six strands of fiber to each node, with two strands active and four strands reserved for future services_ We
believe hybrid fiber-optic coaxial architecture provides higher capacity, superior signal quality, greater network
reliability, reduced operating costs and more reserve capacity for the add!tion of future services than traditional coaxial
network design.
Two-way communications capability permits our customers to send and receive signals over the cable network so
that interactive services, such ns video-on-demand, are accessible and high-speed Interact access does not require a
separate telephone line. This capability also positions us to offer cable telephony, using either IP telephony as it
becomes commercially feasible, or the traditional switching technologies that are currently available. Our plans for
two-way communications capability, together with hybrid fiber-optic coaxial architecture, enhances our cable
network's ability to provide advanced telecommunications services.
As of December 31, 2002, our cable systems were operated fi.om 176 headend facilities. Fiber optics and
advanced transmission technologies make it cost effective to consolidate our headend facilities, allowing us to realize
operating efficiencies and resulting in lower fixed capital costs on a per home basis as we introduce new products and
services. We expect that by June 2003, about 95% of our customem will be served by 50 master headend facilities.
As part of our headend consolidation program, we have deployed over 8,000 route miles of fiber optic cable,
creating large regional fiber optic networks with the potential to provide advanced telecommunications services. We
are constructing our mginnal networks with excess fiber optic capacity to acconunodate new and expanded products
and services in the future. ' '
Sales and Marketing
We seek to be the premier provider of entertainment, information and telecommunications services in the markets
we serve. Our marketing programs and campaigns offer a variety of cable services, creatively packaged and tailored
to appeal to each of our local markets and to segments within each market. We routinely survey our customem to
ensure that we are meeting their demands and our customer surveys keep us abreast of our competition so that we can
effectively counter competitors' service offerings and promotional campaigns.
We use a coordinated army of marketing techniques to attract and retain customers and to increase premium
service penetration, including door-to-door and direct mail solicitation, telemarketing, media advertising, local
promotional events, typically sponsored by programming services and cross-channel promotion of new services and
pay-per-view.
We build awareness of our brand through a variety of promotional campaigns. As a result of our branding efforts,
our emphasis on customer service and our investments in the cable network, we believe we have developed a
reputation for quality, reliability and timely introduction of new products and services.
We invest a significant amount of time, effort and financial resources in the training and evaluation of our
marketing professionals and customer sales representatives. Our customer sales representatives customize their sales
presentation to fit each of our customers' specific needs by conducting focused consumer research and are given the
incentive to use their frequent contact with our customers as opportunities to sell our new products and services_
Programming Supply
Except as noted below, we have various contracts to obtain basic and premium programming for our cable
systems from program suppliers whose compensation is typically based on a fixed monthly fee per customer. Our
programming contracts are generally for a fixed period of time.
We are a member of the National Cable Television Cooperative, Inc., a programming cooperative corlsisting of
small to medium-sized multiple system operators serving in the aggregate, over 12 million cable subscribem. The
cooperative may help create efficiencies in the areas of obtaining and administering programming contracts, as well as
securing, in some cases, more favorable programming rates and contract terms for small to medium-sized cable
operators: We negotiate progranuning contract renewals both directly and tbxough the cOOperative.
10
Following our acquisitions of the AT&T cable systems, substantially all programming services carried on those
cable systems were without written cnntmcts with the respective program suppliers. We have completed agreements
for several of those services and are continuing to negotiate terms for the remainder of the services. From time to
time, the contracts covering the programming services carried on our cable systems expire, and we generally provide
such services to our customers without written contracts .with the respective program suppliers as we negotiate contract
Our programming costs are expected to rise in the future due to increased costs to purchase programming,
particularly sports programming, additional programming being provided to ou? customers, and other factors affecting
the cable television industry. Although we are legal!y be able to pass through expected increases in our programming
costs to customers, there can be no assurance that competitive conditions or other factors in the marketplace will allow
us to do so.
We also have various retransmission consent arrangements with commercial broadcast stations, which genemlty
expire in December 2005_ In some cases, retrausmission consents have been contingent upon our carriage of satellite
delivered cable programming offered by companies affiliaied with the stations' owners or the broadcast network
carried by such stations_
Customer Service and Community Relations
System reliability and customer satisfaction represent a cornerstone of our business strategy. We expect that
Ongoing investments in our cable network and our regional calling centers wilt significantly strengthen customer
service, enhancing the reliability of our cable network and allowing us to introduce new products and services to our
customers. We maintain regional calling centers which service virtually all of our customers. They are staffed with
dedicated personnel who provide service to our customers 24 hours a day, seven days a week, on a toll-free basis. We
believe our regional calling centers allow us to coordinate more effectively installation appointments and reduce
response time to customer inquiries. We continue to invest in both personnel and equipment of our regional calling
centers to ensure that these operating units are professionally managed and employ state-of-the-art technology.
In addition, we are dedicated to fostering strong community relations in the communities served by our cable
systems. We support local charities and community causes in various ways, including staged events and promotional
campaigns to raise funds and supplies for persons in need and in-kind donations that include production services and
free airtime on cable networks. We participate in the "Cable in the Classroom" program, which is a national effort by
cable companies to provide schools with free cable television service and, where available, futeraet access. We also
install and provide free cable television service to government buildings and not-for-profit hospitals in our franchise
areas_ We believe that our relations with the communities in which our cable systems operate are generally good.
Franchises
Cable systems are generally operated under non-exclusive franchises granted by local governmental authorities.
These franchises typically contain many conditions, such as: time limitations on commencement and completion of
construction; conditions of service, including number of channels, types of programming and the provision of flee
service to schools and other public institutions; and the maintenance or posting of insurance or indemnity bonds by the
cable operator. Many of the provisions of local franchises are subject to federal regulation under the Communications
Act of 1934, as amended_
As of December 31, 2002, our cable systems were subject to 1,502 franchises. These franchises, which are non-
exclusive, provide for the payment of fees to the issuing authority. In most of the cable systems, such franchise fees
are passed through directly to the customers. The Cable Communications Policy Act of 1984, or the 1984 Cable Act,
prohibits franchising authorities from imposing franchise fees in excess of 5% of gross revenues from cable services
and also permits the cable operator to seek renegotiation and modification of franchise requirements if warranted by
changed circumstances_
ii
Substantially all of the basic subscribers of our cable systems are in service areas that require a franchise. The
table below groups the franchises of our cable systems by year of expiration and presents the approximate number and
percentage of basic subscribers for each group as of December 3 I, 2002.
Year of Franchise Expiration
2003 through 2006 ....................................... 371
2007 and thereafter ......................................I, 131
Total ..................................................... 1,502
Percentage of Number of Percentage of
Number of Total Basic Total Basic
Franchises Franchises Subscribers Subscribers
24.7% 443,800 27.9%
75.3 1,148,200 72.1
100.0% 1,592,000 100.0%
The 1984 Cable Act provides, among other things, for an orderly franchise renewal process in which franchise
renewal will not be unreasonably withheld or, if renewal is denied and the franchising authority acquires ownership of
the cable system or effects a transfer of the cable system to another person, the cable operator generally is entitled to
the fair market value for the cable system covered by such franchise. In addition, the 1984 Cable Act established
comprehensive renewal procedures, which require that an incumbent franchisee's renewal application be assessed on
its own merits and not as part of a comparative process with competing applications.
We believe that we generally have good relationships with our franchising communities. We have never had a
franchise revoked or failed to have a franchise renewed. In addition, substantially all of our franchises eligible for
i-enewal have been renewed or extended prior to their stated expirations, and no franchise community has refused to
consent to a franchise transfer to us.
Competition
We, like most cable systems, compete on the basis of several factors, including price and the quality and variety
of products and services offered. We face competition from various communications and entertainment providers, the
number and type of which we expect to increase as we expand the products and services offered over our broadband
network. In recent years, Congress has passed legislation and the Federal Communications Commission (the "FCC")
has adopted policies authorizing new technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition for cable systems. The extent to which a
cable television service is competitive depends in significant part upon the cable system's ability to provide a greater
variety of programming, superior technical performance and superior customer service than are available over the air
or through competitive alternative delivery sources. We believe our ability to package multiple services, such as
digital television, two-way, high-speed Internet access and video-on<lemand is an advantage in our competitive
business environment.
Providers of Broadcast Television and Other Entertainment
The extent to which a cable system competes ~vith over-the-air broadcasting, which provides signals that a viewer
is able to receive directly, depends upon the quality and quantity of the broadcast signals available by direct antenna
reception compared to the quality and quantity of such signals and alternative services offered by a cable system.
Cable systems also face competition from other sources of entertainment such as live sporting events, movie theaters
and home video products, including videotape recorders and videodisc players.
Direct Broadcast Satellite Providers
Individuals can purchase home satellite dishes, which allow them to receive satellite-delivered broadcast and non-
broadcast pro_m-am services, commonly known as DBS, that formerly were available only to cable television
subscribers. According to recent industry reports, DBS providers currently sell video programming services to over 20
million individual households, condominiums, apartments and office complexes in the United States. Two companies,
DIRECTV and EchoStar, provide service to substantially all of these DBS customers.
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DBS service can be received virtually anywhere in the continental United States through the installation of a small
rooftop or side-mounted antenna. DBS providem use video compression technology to increase channel capacity and
digital technology to improve the quality of the signals transmitted to their customem, and typically offer more than
300 channels of programming. In addition to the non-broadcast programming services we offer in our cable systems,
under legislation enacted in 1999, DBS providers also deliver local broadcast signals in certain markets that we serve.
This change in taw' eliminated a significant competitive advantage which cable system operators had over DBS
providers, as previously DBS providers were not permitted to retransmit local broadcast signals. We believe our
digital cable service is competitive with the services delivered to customers by DBS systems_
DBS providers are also developing ways to bring advanced communications services to their customers. They are
currently offering two alternatives of satellite-delivered high-speed Internet access service. One alternative is a one-
way service that utilizes a telephone remm path, in contrast to our two-way, high-speed service, which does not
require a telephone line_ The other alternative is a two-way, high-speed service, which requires additional equipment
purchases by the customer and is offered at higher prices than our own equivalent service.
Multichannel Multipoint Distribution Systems
Multichannel mulfipoint distribution systems deliver programming services over microwave channels licensed by
the FCC and received by subscribers with special antennas. These wireless cable systems are less capital intensive and
subject to fewer regulatory requirements than cable systems, and are not required to obtain local franchises or pay
franchise fees. To date, the ability of wireless cable services to compete with cable systems has been limited by a
channel capacity of up to 35 channels and the need for unobstructed line-of-sight over-the-air Wansmission. Although
relatively few wireless cable systems in the United States are currently in operation or under construction, virtually all
markets have been licensed or tentatively licensed. The use of digital compression technology, and the FCC's recent
amendment to its rules to permit reverse path or two-way transmission over wireless facilities, may enable
multichannel multipoint distribution systems to deliver more channels and additional services, including Intemet
related services. Digital compression technology refers to the conversion of the standard video signal into a digital
signal and the compression of that signal to facilitate multiple channel transmissions through a single channel's signal.
Private Cable Television Systems
Private cable television systems compete with conventional cable television systems for the right to service
condominiums, apartment complexes and other multiple unit residential developments. The operators of these private
systems, known as satellite master antenna television (SMATV) systems, provide improved reception of local
television stations and several of the same satellite-delivered programming services offered by franchised cable
systems. SMATV system operators often enter into exclusive agreements with apartment building owners or
homeowners' associations that preclude franchised cable television operators from serving residents of such private
complexes and typically are not subject to regulation like local franchised cable operators. However, the 1984 Cable
Act gives franchised cable operators the right to use existing compatible easements within their franchise areas on
nondiscriminatory terms and conditions_ Accordingly, where there are preexisting compatible easements, cable
operators may not be unfairly denied access or discriminated against with respect to access to the premises served by
those easements. Conflicting judicial decisions have been issued interpreting the scope of the access right granted by
the 1984 Cable Act, pa~icularly with respect to easements located entirely on private property. Under the
Telecommunications Act of 1996, satellite master antenna television systems can interconnect non-commonly owned
buildings without having to comply with local, state and federal regulatory requirements that are imposed upon cable
systems providing similar services, as long as they do not use public rights of way. The FCC has held that the latter
provision is not violated so long as interconnection across public rights of way is provided by a third party_
Traditional Overbuilds
Cable television systems are operated under non-exclusive franchises granted by local authorities. More than one
cable system may legally be built in the same area by another cable operator, a municipal-owned utility or another
service provider. Some of these competitors may be granted franchises on more favorable terms or conditions or
enjoy other advantages such as exemptions from taxes or regulatory requirements to which we are subject. Welt
financed businesses from outside the cable industry, such as public utilities which already possess or are developing
fiber optic and other transmission facilities in the areas they serve, may over time become competitors. We believe
that various entities are currently offering cable service to an estimated 9.4% of the homes passed in the service areas
of our franchises.
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We offer high-speed Internet access in many of our cable systems. This kind of service is sometimes called
"cable modem service_" Our cable systems compete with a number of other companies, many of which have
substantial resources, such as existing Internet service providerS, commonly known as ISPs, DBS providers, and local
and long distance telephone companies.
The deployment of digital subscriber line technology, known as DSL, allows Internet access to subscribem at data
transmission speeds equal to or greater than that of standard telephone line modems, putting it in direct competition
with cable modem service. Numerous companies, including telephone companies, have introduced DSL service and
certain telecommunications companies are seeking to provide high-speed broadband services, including interactive
online services, without regard to present service boundaries and other regulatory restrictions. DBS providers
currently offer satellite-delivered high-speed Internet access with a telephone return path through a one-way service or
a two-way interactive high-speed service.
A number of ISP's have asked local authorities an~l the FCC to give them rights of access to cable systems'
broadband infrastructure so that they can deliver their services directly to cable systems' customers. This kind of
access is often called '*open access." Many local franchising authorities have examined the issue of open access and a
few have required cable operators to provide such access. Several Federal courts have ruled that localities are not
authorized to require open access. The FCC is presently considering this issue. If we were required to provide open
access to ISPs as a result of FCC action or court decisions, other companies could use our cable system infrastructure
to offer Internet services competitive with our own.
Other Competition
Advances in communications technology, as well as changes in the marketplace and the regulatory and legislative
environment, are constantly occurring. The FCC has authorized a new interactive television service 'which permits
non-video transmission of information between an individual's home and entertainment and information service
providers. This service, which can be used by direct broadcast satellite'systems, television stations and other video
programming distributors, including cable television systems, is an alternative technology for the delivery of
interactive video services. It does not appear at the present time that this service will have a material impact on the
operations of cable television systems.
The FCC has allocated spectrum in the 28GHz range for a new multichannel wireless service that can be used to
provide video and telecommunications services. The FCC completed the process of awarding licenses to use this
spectrum via a market-by-market auction. We do not know whether such a service would have a material impact on
the operations of cable television systems.
The 1996 Telecom Act directed the FCC to establish, and the FCC has adopted, regulations and policies for the
issuance of licenses for digital television to incumbent television broadcast licensees. Digital television can deliver
high-definition television pictures and multiple digital-quality program streams, as well as CD-quality audio
programming and advanced digital services, such as data transfer or subscription video. The FCC also has authorized
television broadcast stations to transmit text and graphic information that may be useful to both consumers and
businesses. The FCC also permits commercial and non-commeicial FM stations to use ttfeir subcarrier frequencies to
provide non-broadcast services, including data transmission.
Employees
As of December 3 I, 2002, we employed 3,407 full-time employees and 175 part-time employeas. Approximately
1.8% of our employees Were represented by a labor union at that time. Such employees have since voted to decertify
this labor union_ As of the filing date of this report, none of our employees were represented by a labor union. We
consider our relations with our employees to be generally good.
Legislation and Regulation
General
A federal law known as the Communications Act of 1934, as amended (the '~Communications Act"), establishes a
national policy to guide the regulation, development and operation of cable communications systems.
The Communications Act allocates principal responsibility for enforcing the federal policies among the FCC and
state and local goveramental authorities. The FCC and state regulatory agencies regularly conduct administrative
proceedings to adopt or amend regulations implementing the staiutory mandate of the Comnrunicafions Act. At
various times, interested parties to these administrative proceedings challenge the new or amended regulations and
policies in the courts with varying levels of success. We expect that further court actions and regulatory proceedings
will occur and wilt refine the rights and obligations of various parties, including the government, under the
Communications Act. The results of these judicial and administrative proceedings may materially affect the cable
industry and our business and operations. In the following paragraphs, we summarize the federal laws and regulations
materially affecting the growth and operation of the cable industry. We also provide a brief description of certain state
and local laws.
Federal Regulation
The Communications Act and the regulations and policies of the FCC affect significant aspects of our cable
system operations, including:
· subscriber rates;
· the content of the programming we offer to subscribers, as well as the way we sell our program packages to
subscribers;
· the use of oar cable systems by the local franchising authorities, the public and other unrelated companies;
· our franchise agreements with local governmental authorities;
· cable system ownership limitations and prohibitions; and
· our use of utility poles and conduit.
Subscriber Rates
The Communications Act and theFCC's re~,ulat~onso ..... and pohctes hm~t the ability of cable systems to raise rates
for basic services and equipment. No other rates can be regulated. Federal law exempts cable systems from rate
regulation of cable services and customer equipment only in communities that are subject to effective competition, as
defined by federal law.
Where there is no effective competition to the cable operator's services, federal law gives local franchising
authorities the responsibility to regulate the rates charged by the operator for:
the lowest level of programming service offered by cable operator, typically called basic servic$, which
includes the local broadcast channels and any public access or governmental channels that are required by the
operator's franchise;
· the installation ofcabte service and related service calls; and
· the installation, sale and lease of equipment used by subscribers to receive basic service, such as converter
boxes and remote control units.
Local franchising authorities who wish to regulate basic service rates and related equipment rates must first obtain
FCC certification to regulate by follo~ving a simplified FCC certification process and agreeing to follow established
FCC rules and policies when regulating the cable operator's rates. '
t5
Several years ago, the FCC adopted detailed rate regulations, guidelines and rate forms that a cable operator and
the local franchising authority must use in connection with the regulation of basic service and equipment rates_ The
FCC adopted a benchmark methodology as the principal method of regulating rates. However, if this methodology
produces unacceptable rates, the operator may also justify rates using a detailed cost-of-service methodology. The
FCC's rules also require franchising authorities to regulate equipment rates on the basis of actual cost plus a
reasonable profit, as de£med by the FCC.
If the local franchising authority concludes that a cable operator's rates are too high under the FCC's rate rules,
the local franchising authority may require the cable operator to reduce rates and to refund overcharges to subscribers,
with interest. The cable operator may appeal adverse local rate decisions to the FCC.
The FCC's regulations allow a cable operator to modify regulated rates on a quarterly or annual basis to account
for changes in:
· the number of regulated channels;
· inflation; and
· certain external costs, such as franchise and other governmental fees, copyright and retransmission consent
fees, taxes, programming fees and franchise-related obligations.
The Communications Act and the FCC's regulations also:
require cable operators to charge uniform rates throughout each franchise area that is not subject to effective
competition;
prohibit regulation of non-predatory bulk discoant rates offered by cable operatom to subscribers in
commercial and residential developments; and
· permit regulated equipment rates to be computed by aggregating costs of broad categories of equipment at the
franchise, system, regional or company level.
Content Requirements
The Communications Act and the FCC's regulations contain broadcast signal carriage requirements that allow
local commercial television broadcast stations:
· to elect once every three years to require a cable system to carry the station, subject to certain exceptions; or
· to negotiate with us on the terms by which we carry the station on our cable systems, commonly called
retmnsmission consent.
The Communications Act requires a cable operator to devote up to one-third of its activated channel capacity for
the mandatory carriage of local commercial television stations. The Communications Act also gives local non-
commercial television stations mandatory carriage rights; however, such stations are not given the option to negotiate
retrausmission consent for the carriage of their signals by cable systems. Additionally, cable systems must obtain
retransmission consent for.
· all distant commercial television stations, except for commerc a satel iteqtelivered independent supemtatious
such as WGN;
· commercial radio stations; and
· certain Iow-power television stations.
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The FCC has recently adopted regulations for mandatory carriage of digital television signals offered by local
television broadcasters. Under these regulations, local television broadcast stations transmitting solely in a digital
format are entitled to request carriage in their choice of digital or converted analog format. Stations transmitting in
both digital and analog formats, which is permitted during the current several-year transition period~ have no carriage
rights for the digital format during the transition unless and until they turn in their analog channel. We are unable to
predict the impact of these new carriage requirements on the operations of our cable systems.
The Communications Act requires our cable systems, other than those systems which are subject to effective
competition, to permit subscribers to purchase video l~rogramming we offer on a per channel or a per program basis
without the necessity of subscribing to any tier of service other than the basic cable service tier.
To increase competition between cable operators and other video program distributors, the Communications Act
and the FCC's regulations:
· preclude any satellite video prograrnmer affiliated with a cable company, or with a common carrier providing
video programming directly to its subscribers, fi-om favoring an affiliated company over competitors;
· require such 0rogrammers to sell their prograrmming to other unaffiliated video program distributors; and
· limit the abiliw of such programmers to offer exclusive programming arrangements to their related parties.
The FCC actively regulates other aspects of our programming, involving such areas as:
· our use of syndicated and network programs and local sports broadcast programming;
· advertising in children's programming;
· political advertising;
· origination cablecasting;
adult programming;
sponsorship identification; and
· closed captioning of video programming.
Use of Our Cable Systems by the Government and Unrelated Third Parties
The Communications Act allows local franchising authorities and unrelated third parties to have access to our
cable systems' channel capacity for their own use. For example, it:
permits franchising authorities to require cable operators to set aside channels for public, educational and
governmental access programming; and
requires a cable system with 36 or more activated channels to designate a significant portion of its channel
capacity for commercial leased access by third parties to provide programming that may compete with
services offered by the cable operator.
17
The FCC regulates various aspects of third party commercial use of channel capacity on our cable systems,
including:
· the 'maximum reasonable rate a cable operator may charge for third party commercial use of the designated
channel capacity;
· the terms and conditions for commercial use of such channels; and
· the procedures for the expedited resolution of disputes concerning rates or commercial use of the designated
channel capacity.
Franchise Matters
We have non-exclusive franchises in virtually every community in which we operate that authorize us to
conslruct, operate and maintain our cable systems. Although franchising matters are normally regulated at the local
level through a franchise agreement or a local ordinance, the Communications Act provides oversight and guidelines
to govern our relationship with local franchising authorities.
For example, the Communications Act:
· afl.ms the right of franchising authorities, which may be state or local, depending on the practice in
individual states, to award one or more franchises within their jurisdictions;
· generally prohibits us from operating in communities without a franchise;
', encourages competition with existing cable systems by:
allowing municipalities to operate their own cable systems without franchises, and
-- preventing franchising authorities from granting exclusive franchises or from unreasonably refusing to
award additional franchises covering an existing cable system's service area;
permits local authorities, when granting or renewing our franchises, to establish requirements for cable-
related facilities and equipment, but prohibits franchising authorities from establishing requirements for
specific video programming or information services other than in broad categories;
· permits us to obtain modification of our franchise requirements from the franchise authority or by judicial
action if warranted by commercial impracticability; and
· generally prohibits franchising authorities from:
-- imposing requirements during the initial cable franchising process or during franchise renewal that
require, prohibit or restrict us from providing telecommunications services,
-- imposing franchise fees on revenues we derive from providing telecommunications services over our
cable systems,
-- restricting our use of any type of subscriber equipment or transmission technology, and
limits our payment of franchise fees to the local franchising authority to 5.0% of our gross revenues derived
from providing cable services over our cable system.
The Communications Act contains renewal procedures designed to protect us against arbitrary denials of renewal
of our franchises although, under certain circumstances, the franchising authority could deny us a franchise renewal.
Moreover, even if our franchise is renewed, the franchising authority may seek to impose upon us new and more
onerous requirements, such as significant upgrades in facilities and services or increased franchise fees as a condition
of renewal to the extent permitted by law. Similarly, ifa franchising authority's consent i§ required for the purchase or
sale of our cable system or franchise, the franchising authority may attempt to impose more burdensome or onerous
franchise requirements on the purchaser in connection with a request for such consent. Historically, cable operators
providing satisfactory services to their subscribers and complying with the terms of their franchises have almost
18
always obtained franchise renewals. We believe that we have generally met the terms of our franchises and have
provided quality levels of service. We anticipate that our future tiaochise renewal prospects generally will be
favorable_
Various courts have considered whether fi~achising authorities have the legal right to limit the number of
franchises awarded within a community a~d to impose substantive franchise requirements. These decisions have been
inconsistent and, until the U.S. Supreme Court rules definitively on the scope of cable operators' First Amendment
protections, the legality of the franchising process generally and of various specific franchise requirements is likely to
be in a state of flux.
Ownership Limitations
The Communications Act generally prohibits us from owning or operating a satellite master antenna television
system or multichannel multipoint distribution system in any area where we provide franchised cable service and do
not have effective competition, as defmed by federal law. We may, however, acquire and operate a satellite master
antenna television system in our existing franchise service areas if the programming and other services provided to the
satellite master antenna television system subscribers are offered according to the termg and conditions of our local
franchise agreement_. ~.
The Communications Act also authorizes the FCC to adopt nationwide limits on the number of subscribers under
the control of a cable operator and to impose limits on the number of channels which can be occupied on a cable
system by a video programmer in which a cable operator has an interest. The U.S. Court of Appeals for the District of
Columbia Circuit overturned the FCC's rules implementing these statutory provisions and remended the case to the
FCC for further proceedings.
The 1996 amendments to the Communications Act eliminated the statutory prohibition on the common
ownership, operation or control of a cable system and a television broadcast station in the same service area. The
identical FCC regulation has been invalidated by a federal appeilate court. The FCC has eliminated its regulatory
restriction on cross-ownership of cable systems and national broadcasting networks.
The 1996 amendments to the Communications Act also made far-xeaching changes in the relationship between
local telephone companies and cable service providem_ These amendments:
eliminated federal legal barriers to competition in the local telephone and cable communications businesses,
including allowing local telephone companies to offer video services in their local telephone service areas;
preempted legal barriers to telecommunications competition that previously existed in state and local laws
and regulations;
· set basic standards for relationships between telecommunications providers; and
· generally limited acquisitions and prohibited joint ventures between local telephone companies and cable
operators in the same market.
Local'telephone companies may provide service as traditional cable operators with local franchises or they may
opt to provide their programming over open video systems, subject to certain conditions, including, but not limited to,
setting aside a portion of their channel capacity for use by unaffiliated program distributors on a non-discriminatory
basis. The decision as to whether an operator of an open video system must obtain a local franchise is left. to each
community.
Pole Attachment Regulation
The Communications Act requires the FCC to regulate the rates, terms and conditions imposed by public utilities,
other than municipally or cooperatively-owned utilities, for cable systems' use of utility pole and conduit space unless
state authorities have demonstrated to the FCC that they adequately regulate pole attachment rates, as is the case in
certain states in which we operate. In the absence of state regulation, the FCC administe~:s pole attachment rates on a
formula basis. The FCC adopted a new rate formula that became effective in 2001 which governs the maximum rate
certain utilities may charge for attachments to their poles and conduit by'companies providing telecommunications
services, including cable operators..
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Increases in attachment rates due to the FCC's new rate formula are phased in over a five-year period in equal
annual increments, beginning in February 2001, A federal appellate court found that the provision of Internet access
by a cable system was neither a cable service or a telecommunications servi~e, thus the FCC lacked authority to
regulate pole attachment rates for cable systems which offer tntemet access. The Supreme Court recently reversed the
federal appellate court decision and upheld the FCC's authority io regulate pole attachment rates. We are unable to
predict the ultimate impact of any revised FCC rate formula or of any new pole attachment rate regulations on our
business and operations.
Other Regnlatory Requirements of the Communications Act and the FCC
The FCC has adopted cable inside wiring rules to provide a mom specific procedure for the disposition of
residential home wiring and internal building wiring that belongs to an incumbent cable operator that is forced by the
building owner to terminate its cable services in a building with multiple dwelling units.
The Communications Act includes provisions, among others, regulating and the FCC actively .regulates 6ther
parts of our cable operations, involving such areas as:
· equal emplg~y]nent oppermnity;
· consumer protection and customer service;
· technical standards and testing of cable facilities;
· consumer electronics equipment compat~ility;
· registration of cable systems;
· maintenance of various records and public inspection files;
· microwave frequency usage; and
· antenna structure notification, marking and lighting.
The FCC may enforce its regulations through the imposkion of fines, the issuance of cease and desist orders or the
imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate transmission
facilities ofien used in connection with cable operations. The FCC has ongoing rulemaking proceedings that may
change its existing rules or lead to new regulations. We are uuable to predict the impact that any further FCC mle
changes may have on ocr business and operations.
Copyright
Ocr cable systems typically include in their channel llne-ups local and distant television and radio broadcast
signals, which are protected by the copyright laws. We do not obtain a license to use this programming directly fi'om
the owners of the programming, but instead comply with an alternative federal compulsory copyright licensing
process. In exchange for filing certain reports and conh'ibuting a pemcntagn of ocr revenues to a federal copyright
royalty pool, we obtain blanket permission to retrausmit the copyrighted material carried on .these broadcast signals.
The nature and amount of future copyright payments for broadcast signal carriage cannot be predicted at this time.
In a report to Congress, the U.S2 Copyright Office recommended that Congress make major revisions t6 both the
cable television and satellite compulsory licenses. Congress recently modified the satellite compulsory license in a
manner that permits DBS providers to become more competitive with cable operators. The possible simplification,
modification or elimination of the cable communications compulsory copyright license is the subject of continuing
legislative review. The elimination or substantial modification oftha cable compulsory license could adversely affect
ocr ability to obtain suitable programming and could substantially increase the cost of programming that remains
available for distribution to our subscribers. We are unable to predict the outcome of this legislative activity.
Copyrighted material in programming supplied to cable television systems'by pay cable networks and basic cable
networks is licensed by the networks through private agreements with the copyright owners. These entities offer
through to-the-viewer licenses to the cable networks that cover the retmgsmission of the cable networks' programming
by cable television systems to their customers.
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Our cable systems also utilize music in other programming and advertising that we provide to subscribers. The
rights to use this music are controlled by various music performing rights organizations fi.om which performance
licenses must be obtained. Cable industry representatives recently negotiated'standard license agreements with the
three largest music performing rights organizations covering locally oi-iginated programming, including advertising
inserted by the cable operator in programming produced by other parties. These standard agreements require the
payment of music license fees for earlier time periods, but such license fees have not had a significant impact on oar
business and operations.
Cable Modem Service
There are currently few laws or regulations which specifically regulate communications or commeme over the
Internet. Section 230 of the Communications Act declares it to be the policy of the United States to promote the
continued development of the Iutemet and other interactive computer services and interactive media, and to preserve
the vibrant and competitive flee market that presently exists for the Internet and other interactive computer services,
unfettered by federal or state regulation_ One area in which Congress did attempt to regulate content over the Intemet
involved the dissemination of obscene or indecent materials. -
The Digital Millennium Copyright Act is intended to reduce the liability of online service providers for listing or
linking to third-part~ ~Vebsites that include materials that infringe Copyrights or other rights or if customers use the
service to publish or disseminate infringing materials. The Children's Online Protection Act and the Children's Online
Privacy Protection Act are intended to restrict the distribution of certain materials deemed harmful to children and
impose additional restrictions on the ability of online services to collect user information fi.om minom. In addition, the
Protection of Children From Sexual Predators Act of 1998 requires online service providers to report evidence of
violations of federal child pornography laws under certain circumstances.
A number of ISP's have asked local authorities and the FCC to give them rights of access to cable systems'
broadband infi.astmcmre so that they can deliver their services directly to cable systems' customers. This kind of
access is often called "open access." Many local franchising authorities have examined the issue of open access and a
few have required cable operators to provide such access. Several Federal courts have ruled that localities are not
authorized to require open access_
On March 14, 2002, the FCC announced that it was classifying luternet access service provided through cable
modems as an intemtate information service. At the same time, the FCC initiated a rulemaking proceeding designed to
address a number of issues resulting fi.om this regulatory classification, including the following:
the FCC confirmed that there is no current legal requirement for cable operators to grant open access now that
cable modem service is classified as an information service. The FCC is considering, however, whether it has
the authority to impose open access requirements and, if so, whether it should do so, or whether to permit
local authorities to impose such a requirement.
· the FCC confirmed that because cable modem service is an information service, not a cable service, local
franchise authorities may not collect franchise fees on cable modem service revenues under existing law and
regulations.
· the FCC concluded that federal law does not permit local franchise authorities to impose additional franchise
requirements on cable modem service. It is considering, however, whether local franchise authorities
nonetheless have the authority to impose restrictions, requirements or fees because cable modem service is
delivered over cable using public rights of way.
the FCC is considering whether cable operatom providing cable modem service should be required to
contribute to a "universal service fund" designed to support making service available to all consumers,
including those in low income, rural and high-cost areas at rates that are reasonably comparable to those
charged in urban areas.
the FCC is considering whether it should take'steps to ensure that the regulatory burdens on cable systems
providing cable modem service are comparable to those ofotber providers of lnternet access service, such as
telephone companies. One method of achieving comparability would be to make cable operatom subject to
some of the regulations that do not now apply to.them, but are//pplicab[_e to telephon? companies.
21'
Challenges to the FCC's classification of cable Internet access service have been filed in federal courts. In
previous actions over the regulatory classification of cable modem service, the courts issued conflicting decisions.
These conflicting rulings and the new court proceedings increase the possibility that the classification of cable Internet
service could be decided by the Supreme Court.
State and Local Regulation
Oar cable systems use local streets and rights-of-way. Consequently, we must comply with state and local
regulation, which is typically imposed through the franchising process. Our cable systems generally are operated in
accordance with non-exclusive franchises, permits or licenses granted by a municipality or other state or local
government entity. Our fi'anchises generally are granted for fixed terms and in many cases are terminable if we fail to
comply with material provisions. The terms and conditions of oar franchises vary materially from jurisdiction to
jurisdiction. Each franchise generally contains provisions governing:
· franchise fees;
· franchise term;
· system constrUction and maintenance obligations;
· system channel capacity;
· design and technical performance;
· customer service standards;
· sale or transfer of the franchise;
· territory of the franchise;
· indemnification of the franchising authority;
· use and occupancy of public streets; and
· types of cable services provided.
In the process of renewing franchises, a franchising authority may seek to impose new and more onerous
requirements, such as upgraded facilities, increased channel capacity or enhanced services, although protections
available under the Communications Act require the municipality to take into account the cost of meeting such
requirements. The Communications Act also contains renewal procedares and criteria designed to protect incumbent
franchisees against arbitrary denials of renewal.
A number of states subject cable systems to the jurisdiction of centralized state governmental agencies, some of
which impose regulation of a character similar to that of a public utility_ Attempts in other states to regulate cable
systems are continuing and can be expected to increase. To date, other than Delaware, no state in which we operate
has enacted such state-level regulation. State and local franchising jurisdiction is not unlimited; it must be exercised
consistently with federal law. The Communications Act immunizes franchising authorities from monetary damage
awards arising from regulation of cable systems or decisions made on franchise grants, renewals, transfers and
amendments.
Other Regulation
Existing federal, state and local laws and regulations and state and local franchise requirements are currently the
subject of judicial proceedings, legislative hearings and administrative proposals which could change, in varying
degrees, the manner in which cable systems operate. Neither the outcome of these proceedings nor their impact upon
the cable industry or our business or operations can be predicted at this time_
22
ITEM 2. PROPERTIES
Our principal physical assets consist of cable television operating plant and equipment, including signal receiving,
encoding and decoding devices, headend facilities and distribution systems and equipment at or near customers'
homes for each of the systems. The signal receiving apparatus typically includes a tower, antenna, ancillary electronic
equipment and earth stations for reception of satellite signals_ Headend facilities are located near the receiving
devices. Our distribution system consists primarily of coaxial and fiber optic cables and related electronic equipment.
Customer premise equipment consists of decoding converters and cable modems.
Our cable television plant and related equipment generally are attached to utility poles under pole rental
agreements with local public utilities, although in some areas the distribution cable is buried in underground ducts or
trenches. The physical components of the cable systems require maintenance and periodic upgrading to improve
system performance and capacity.
We own and lease the real property housing our regional call centers, business offices and ~varehouses throughout
our operating regions_ Our headend facilities, signal reception sites and microwave facilities are located on owned and
leased parcels of lan'd,~/and we generally own the towers on which certain of our equipment is located. We own most
of our service vehicles~ We believe that our properties, both owned and leased, are in good condition and are suitable
and adequate for our operations.
iTEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which we are a party or to which any of our properties are
subject.
23
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the .fiscal year ended
December 31, 2002.
ITEM 4A. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Name
Rocco B. Commisso .......................................................
Mark E_ Stephan .............................................................
James M. Carey ..............................................................
John G. Pascarelli ............................................................
Joseph Van Loam; ............................................
Italia Commisso Weinand ...............................................
Charles J. Bartolotta .......................................................
Calvin G. Craib .............................
William 1. Lees, Jr ..................................
Joseph E. Young .............................................................
Craig S_ Mitchell .............................................................
William S. Morris Ill ......................................................
Thomas V. Reifenbeiser .................................................
Natale S. Ricciardi ..........................................................
Robert L. Winikoff .........................................................
Age Position
53 Chairman and Chief Executive Officer
46 Senior Vice President, Chief Financial
Officer, Treasurer and Director
51 Senior Vice President, Operations
41 Senior Vice President, Marketing and
Consumer Services
61 Senior Vice President, Technology
49 Senior Vice Presi,dent, Programming and
Human Resources
48 Senior Vice President, Customer Operations
48 Senior Vice President, Business
Development
44 Senior Vice President, Corporate Controller
54 Senior Vice President, General Counsel and
Secretary
44 Director
68 Director
67 Director
54 Director
56 Director
Rocco B. Commisso has 25 years of experience with the cable television industry and has served as our Chairman
and Chief Execative Officer since founding our predecessor company in July 1995. From 1986 to 1995, he served as
Executive Vice President, Chief Financial Officer and a director of Cablevision Industries Corporation. Prior to that
time, Mr_ Commisso served as Senior Vice President of Royal Bank of Canada's affiliate in the United States fi.om
1981, where he founded and directed a specialized lending group to media and communications companies. Mr.
Commisso began his association with the cable industry in 1978 at The Chase Manhattan Bank, where he managed the
bank's lending activities to communications firms including the cable industry. He serves on the board of directors of
the National Cable Television Association, Cable Television Laboratories, Inc and C-SPAN. Mr. Commisso holds a
Bachelor of Science in Industr/al Engineering and a Master of Business Administration from Columbia University.
Mark E. Stephan has t6 years of experience with the cable television industry and has served as our Senior Vice
President, Chief Financial Officer and Treasurer since the commencement of our operations in March 1996. Before
joining us, Mr_ Stephan served as Vice President, Finance for Cablevision Industries from July 1993. Pri'or to that
time, Mr. Stephan served as Manager of the telecommunications and media lending group of Royal Bank of Cunada.
James M. Carey has 21 years of experience in the cable television industry. Before joining us in September 1997,
Mr. Carey was founder and President of Infinet Results, a telecommunications consulting firm, from December 1996.
Mr. Carey served as Executive Vice President, Operations at MediaOne Group from August 1995 to November 1996,
where he was responsible for MediaOne's Atlanta cable operations. Prior to that time, he served as Regional Vice
President of Cablevision Industries' Southern region. Mr. Carey is a member of the board of directors of the
American Cable Association and the Cable Television A~sociation of Georgia_
24
John G. Pascaretli has 22 years of experience in the cable television industry. Before joining us in March 1998,
Mr. Pascarelli served as Vice President, Marketing for Helicon Communications Corporation from January 1996 to
February 1998 and as Corporate Director of Marketing for Cablevision Industries from 1988 to 1995. Prior to that
time, Mr. Pascarelli served in various marketing and system management capacities for Continental Cablevision, Inc.,
Cablevision Systems and Storer Communications. Mr. Pascarelli is a member of the board of directors of the Cable
and Telecommunications Association for Marketing.
Joseph Van Loan has 30 years of experience in the cable television industry. Before joining us in November 1996,
Mr. Van Loan served as Senior Vice President, Engineering for Cablevision Industries from 1990. Prior to that time,
he managed a private telecommunications consulting practice specializing in domestic and international cable
television and broadcasting and served as Vice President, Engineering for Viacom Cable. Mr. Van Loan received the
1986 Vanguard Award for Science and Technology fi-om the National Cable Television Association.
Italia Commisso Weinand has 26 years of experience in the cable television industry. Before joining us in Aptil
1996, Ms. Weinand served as Regional Manager for Comcast Corporation from July 1985. Prior to'that time, Ms.
Weinand held various management positions with Tele-Communications, Times Mirror Cable and Time Warner. Ms.
Weinand is the sister of Mr. Commisso.
Charles d. Bartolotta has 20 years of experience in the cable television industry. Before joining us in October
2000, Mr. Bartolotta served as Division President for AT&T Broadband, LLC from July 1998, where he was
responsible for managing an operating division serving nearly three million customers. Prior to that time, he served as
Regional Vice President of Telecommunications, Inc. from January 1997 and as Vice President and General Manager
for TKR Cable Company from 1989. Prior to that time, Mr. Bartolotta held various management positions with
Cablevision Systems Corporation.
Calvin G. Craib has 21 years of experience in the cable television industry. Before joining us in April 1999 as
Vice President, Business Development, Mr. Craib served as Vice President, Finance and Administration for Interactive
Marketing Group from June 1997 to December 1998 and as Senior Vice President, Operations, and Chief Financial
Officer for Douglas Communications fi.om January 1990 to May 1997. Prior to that time, Mr. Craib served in various
financial management capacities at Warner Amex Cable and Tribune Cable.
William 1. Lees, dr. joined us in October 2001 as Senior Vice President, Corporate Controller. Previously,
Mr. Lees served as Executive Vice President and Chief Financial Officer for Regus Business Centre Corp., a
multinational real estate services company, from July 1999 to September 2001. Prior to that time, he served as
Corporate Controller and Director for Formica Corporation from September 1998 to July 1999, and as Chief Financial
Officer for Imperial Schrade Corporation from September 1993 to September 1998. He was previously employed for
13 years by Ernst & Young.
Joseph E. Young has 18 years of experience with the cable television industry. Before joining us in November
2001 as Senior Vice President, General Counsel, Mr. Young served as Executive Vice President, Legal and Business
Affairs, for LinkShare Corporation, an l nternet-based provider of marketing services, from September 1999 to October
2001_ Prior to that time, he practiced corporate law with Baker & Botts, LLP from January 1995 to September 1999.
Previously, Mr. Young was a partner with the Law Offices of Jerome H. Kern and a partner with Shea & Gould.
Craig S. Mitchell has held various management positions with Morris Communications Company LLC for more
than the past five years_ He currently serves as its Vice President of Finance and Treasurer and is also a mem, ber of its
board of directors.
William S. Morris llI has served as the Chairman and Chief Executive Officer of Morris Communications for
more than the past five years. He was the Chairman of the board of directors of the Newspapers Association of
America for 1999-2000.
25
Thomas V. Reifenheiser served for more than five years as a Managing Director and Group Executive of the
Global Media and Telecom Group of Chase Securities Inc. until his retirement in September 2000. He joined Chase in
1963 and had been the Global Media and Telecom Group Executive since 1977. He also had been a director of the
Management Committee of The Chase Manhattan Bank. Ms'. Reifenheiser is a member of the board of directors of
Cablevisinn Systems Corporation and Lamar Advertising Company, a leading owner and operator of outdoor
advertising and logo sign displays.
Natale S. Ricciardi has held various management positions with Pfizer Inc. for more than the past five years. Mr.
Ricciardi joined Pfizer in 1972 and currently serves as its Vice President, U.S. Manufacturing, with responsibility for
all of Pfizer's U.S. manufacturing facilities.
Robert L. WinikoJfhas been a partner of the law firm of Sonnenschein Nath & Rosenthal since August 2000. Prior
thereto, he was a parmer of the law firm of Cooperman Levitt Winikoff Lester & Newman, P.C. for more than five
- years. Sonnenschein Nath & Rosenthal currently serves as our outside general counsel and prior to such representation
Cooperman Levitt WinikoffLester & Newman, P.C. served as oar outside general counsel since 1995.
26
PART II
ITEM 5~ MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our Class A common stock has been traded on the Nasdaq National Market under the symbol "MCCC" since
February 4, 2000, the date of our initial public offering. Prior to that time, there was no public market for our common
stock. The following table sets forth, for the periods indicated, the high and low closing sales prices for our Class A
common stock as reported by the Nasdaq National Market:
2002 2001
High . Low High Low
First Quarter $ 18.22 $ 13.68 $ 22.06 $ 16.56
Second Quarter $ 13.78 $ 7.45 $ 21.99 $ 15.22
Third Quarter $ 7.25 $ 3.98 $ 18.96 $ 12.91
Fourth Quarter $ 10.36 $ 3.63 $ 15.26 $ 12.14
As of March 25, 2003, there were approximately 131 holders of record of our Class A common stock and 6
holders of record of our Class B common stock. The number of Class A stockholders does not include beneficial
owners holding shares through nominee names.
We have never declared or paid any dividends on our common stock. We currently anticipate that we will retain
all of our future earnings for use in the expansion and operation of our business. Thus, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Our future dividend policy will be determined by
our board of directors and will depend on various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.
During the year ended December 31, 2002, we granted stock options to certain of our employees to purchase an
aggregate of 604,735 shares of Class A common stock at an exercise price ranging fi.om $11.96 to $12.49 per share.
The grant of stock options to the employees and non-employee directors of MCC was not registered under the
Securities Act of 1933 because the stock options either did not involve an offer or sale for purposes of Section 2(a)(3)
of the Securities Act of 1933, in reliance on the fact that the stock options were granted for no consideration, or were
offered and sold in transactions not involving a public offering, exempt fi.om registration under the Securities Act of
1933 pursuant to Section 4(2)_
27
ITEM 6. SELECTED FINANCIAL DATA
Mediacom Communications Corporation was organized as a Delaware corporation in November 1999 and
completed an initial public offering in February 2000. Mediacom LLC was formed as a New Yoi-k limited liability'
company in July 1995 and since that time its taxable income or loss has been included in the federal and certain state
income tax returns of its members. Upon completion of our initial public offering, we became subject to the
provisions of Subchapter C of the Internal Revenue Code. As a C corporation, we are subject to federal, state and
local income taxes.
In the table below, we provide you with selected historical consolidated f'mancial and operating data for the years
ended December 31, 1998 through 2002 and balance sheet data as of December 31, 1998 through 2002, which are
derived fi.om our audited consolidated financial statements. We have significantly expanded our business through
acquisitions. In 2001, we acquired from AT&T Broadband, LLC cable systems serving approximately 800,000 basic
subscribers for an aggregate purchase price of $2.06 billion. In 2000, we acquired cable systems serving
approximately 53,000 basic subscribers for an aggregate purchase price of $109.2 million. In t999, we acquired cable
systems serving approximately 358,000 basic subscribers for an aggregate purchase price of $759.6 million.
See "Managemera~s Discussion and Analysis of Financial Condition and Results of Operations.'
Statement of Operations Data:
Revenues
Costs and expenses: Service costs( 1 )
Selling, genemt and administrative
expenses
Corporate expenses(2)
Depreciation and amortization
Non-cash stuck charges relating to
corporate expenses(3)
Operating income (loss)
Interest expense, net(4)
Loss on derivative instruments, net(5)
Other expense (income)(6)
Net loss before income taxes
Provision for income taxes
Net loss before cumulative effect of
accounting change
Cumulative effect of accounting
change(7)
Net loss
B~sic and diluted loss per share:(8)
Before cumulative effect of accounting
change
Cumulative effect of accounting
change
Loss per share
Weighted average common shares
outstanding(8)
Balance Sheet Data (end of period):
Total assets
Total debt
Total stockholders' equi~'
Years Ended December 31,
2002 2001 2000 1999 1998
(dollars in thousand~ except pershare data)
(unaudited)
$ 923,033 $ 585,175 $ 328,258 $ 174,961 $ 129,297
359,737 2t9,479 110,442 56,967 43,849
73.970 105,794 55,820 32,949 25,596
12,752 8,705 6,029 6,951 5,797
319,435 310,785 178,331 101,065 65,793
5,323 2,904 28,254 15,445
51,816 (62,492) (50,618) (38,416) (11,738)
188,304 139,867 68,955 37,817 23,994
13,877 8,441
11,093 (21,653) 30,024 5,087 4,058
(161,458) (189,147) (149,597) (81,320) (39,790)
200 87 250
(161,658) (189,234) (149,847) (81,320) (39,790)
(I,642)
$ (161,658) $ (190,876) $ (149,847) $ (81,320) $ (39,790)
$ (1.35) $ (1_78) $ (1.79) $ (7.82) $ (5.28)
(0.02)
$ (I.35) $ (1_80) $ (1.79) $ (7.82) $ (5.28)
119607,605 105,779,737 83,803,032 0,403.749 7,537,912
$ 3,703,974 $ 3,664,848 $ 1,379,972 $ 1,272,881 $ 451,152
3,019,000 2,798,000 987,000 1,139,000 337,905
346,541 507,576 261,621 54,615 78,651
(continued on next page)
28
Years Ended December 31,
2002 2001 2000 1999 1998
(dollars in thousands, except per subscriber data)
(unaudited}
Other Data:
System cash flow(9) $ 393,642 $ 265,725 $ 161,996
System cash flow margin(10) 42.6% 45.4% 49.4%
Operating cash flow(9) $ 380,890 $ 257,020 $ 155,967
Operating cash flow margin( 11 ) 41.2% 43.9% 47.5%
Net cash flows provided by (used in):
Operating activities $ 174,203 $ 258,625 $ 95,527
Investing activities (421,602) (2,402,947) (297,110)
Financing activities 215,316 2,203,477 201,262
Operating Data
(end of period, except average):
Homes passed(12) 2,715,000 3,6J0,000 t, 173,000
Basic subscribers( 13 ) 1,592,000 1,595,000 779,000
Basic penetration(14) . ; 58.6% 60.6% 66.4%
Digital customers(15) 371,000 321,000 40,000
Data customers(16) 191,000 115,000 15,600
Average monthly revenues per basic
subscriber(17) $50. I 0 $44.54 $38.34
$ 85,045 $ 59,852
48.6% 46.3%
$ 78,094 $ 54,055
44.6o/0 41.8%
$ 54,216 $ 53,556
(851,548) (397,085)
799,593 344,714
1,071,500 520,000
719,000 35&000
67.1% 68.1%
5,300
5,100 4,729
$35.01 $32.88
(1)
(2)
(3)
Service costs for the years ended December 31, 2002 and 2001 include $4.3 million and $5.8 million,
respectively, of non-recurring incremental expenses related to the transition from Excite~Home to Mediacom
OnlineTM.
Represents actual corporate expenses subsequent to our initial public offering in February 2000 and fees paid to
Mediacom Management Corporation, a Delaware corporation, for management services rendered to our
operating subsidiaries under management agreements prior to our initial public offering. Such management
agreements were terminated upon the completion of our initial public offering. At that time, Mediacom
Management's employees became our employees and its corporate overhead became our corporate overhead_
See Note 10 of our consolidated financial statements.
Non-cash stock charges relating to corporate expenses:
· for the years ended December 31, 2002 and 2001 resulted from the vesting of equity grants made during
1999 to certain members of our management team.
· for the year ended December 31, 2000 consist of a one-time $24.5 million charge resulting from the
termination of the management agreements with Mediacom Management upon completion of our initial
public offering in February 2000 and a $3.8 million charge relating to the vesting of equity grants made
during ) 999 to certain members of our management team.
· for the year ended December 31, 1999 consist of a $0.6 million charge resulting fi'om amendments to our
management agreements with Mediacom Management and a $14.8 million charge relating to the vesting of
equity grants to certain members of our management team.
See Notes 10 and 14 of our consolidated financial statements.
(4) Net of interest income. Interest income for the periods presented was not material_
(5) Loss on derivatives, net, represents the change in the fair value of our interest rate derivatives as a remit of the
decrease in market interest rates. See Note 7 of our consolidated financial statements.
(6)
Includes $30.0 million of deferred revenue recognized during the year ended December 31, 2001 resulting from
the termination of our relationship with SoftNet Systems, Inc. During the year ended December 31, 2000, a
$28.5 million non-cash charge was recorded relating to the decline in value of our investment in shares of
29'
SoftNet Systems conunon stock that was deemed other than temporary. See Note 13 of our consolidated
financial statements.
(7) Relates to our adoption of Statements of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities_"
(8)
Basic and diluted loss per share is calculated based on the weighted average shares outstanding. Since our initial
public offering in February 2000, the weighted average shares outstanding was based on the actual number of
shares outstanding. Prior to our initial public offering, the weighted average shares outstanding was computed
based on the conversion ratio used to exchange the Mediacom LLC's membership units for shares of Mediacom
Communications Corporation Class A and Class B' common stock immediately prior to our initial public
offering. See Note 3 of oar consolidated financial statements.
(9)
Operating cash flow and system cash flow represent non-GAAP measures and are included in this report because
our management believes that operating cash flow and system cash flow are meaningful measures of
performance commonly used in the cable television industry and by the investment community to analyze and
compare cable television companies. Our definitions of operating cash flow and system cash flow may not be
identical to similarly titled measures reported by other companies.
The following represents a reconciliation of operating income (loss) to operating cash flow and system cash
flOW:
Years Ended December 31,
2002 2001 2000 1999 1998
(dollars in thousands)
(unaudited)
$ (50,618)
Operating income (loss) $ 51,816. $ (62,492) $ (38,416) $ (11,738)
Adjustments:
Depreciation and amortization 319,435 310,785 178,331 I 01,065 65,793
Non-cash stock charges relating to
corporate expenses 5,323 2,904 28.254 15,445
Non-recurring incremental expenses 4,316 5,823
Operating cash flow 380,890 257,020 155,967 78,094 54,055
Corporate expenses 12,752 8,705 6,029 6,951 5,797
System cash flow $ 393,642 $ 265,725 $ 161,996 $ 85,045 $ 59,852
These measurements of operating cash flow and system cash flow are:
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;
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.
(10) Represents system cash flow as a percentage of revenues. Ibis measurement is used by us, and is commonly
used in the cable television industry, to analyze and compare cable television companies on the basis of
operating performance, for the reasons discussed in note 9 above.
(I l) Represents operating cash flow as a percentage of revenues. This measurement is used by us, and is commonly
used in the cable television industry, to analyze and compare cable television companies on the basis of
operating performance, for the reasons discussed in. note 9 above.
30
(12) Represents the number of single residence homes, apartsnents and condominium units passed by the cable
distribution network in a cable system's service ama.
(13) Represents a dwelling with one or more television sets that receives a package of over-the-air broadcast stations,
local access channels or certain satellite-delivered cable television services. Accounts that are billed on a bulk
bas~, which typically receive discounted rates, are converted into full-price equivalent basic subscribers by
dividing total bulk billed basic revenues of a particular system by the applicable combined limited and expanded
cable rate charged to basic subscribers in that system. Basic subscribers include connections to schools, libraries,
local government offices and employee households that may not be charged for limited and expanded cable
services, but may be charged for premium units, pay-per-view events or high-speed Internet service_ Customers
who exclusively purchase high-speed Internet service are not counted as basic subscribers. Our methodology of
calculating the number of basic subscribers may not be identical to those used by other cable companies.
(14) Represents basic subscribers as a percentage of homes passed.
(15) Represents customers that receive digital cable services.
(16) Represents cas*to'mers that access the lntemet through cable modem service or a conventional modem and
telephone line cohnection.
(17) Represents average monthly revenues for the last three months of the period divided by average basic subscribers
for such period. Average monthly revenues per basic subscriber includes the revenues of acquisitions of cable
systems made daring the last three months of the period as if such acquisitions were completed at the beginning
of the three month period. This measurement is commonly used in the cable television industry to analyze and
compare cable ~tevision companies on the basis of operating performance.
31
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the "Risk Factors" below for a discussion of important factors that could cause actual results
to differ from expectations and any of our forward-looking statements contained herein. The following discussion
should be read in conjunction with our audited consolidated financial statements as of and for the years ended
December 31, 2002, 2001 and 2000.
Organization
Mediacom Communications Corporation was organized as a Delaware corporation in November 1999 and
completed an initial public offering in February 2000. Immediately prior to the completion of our initial public
offering, we issued shares of common stock in exchange for all of the outstanding membership interests in Mediacom
LLC, a New York limited liability company, upon which Mediacom LLC became our wholly-owned subsidimy.
Mediacom LLC commenced operations in March 1996 and until June 2001 served as the holding company for all of
our operating subsidia~es.
Mediacom Broadband LLC, our wholly-owned subsidiary, was organized as a Delaware limited company in April
2001 for the purpose of acquiring cable systems from AT&T Broadband, LLC. Mediacom Broadband LLC's
oPerating subsidiaries comPleted the acquisitions of the AT&T cable systems in June and July 200 I.
Until our initial public offering in February 2000, Mediacom Management Corporation, a Delaware corporation,
provided management services to the operating subsidiaries of Mediacom LLC under management agreements and
received annual management fees. Such management agreements were terminated upon the date of our initial public
offering. At that time, Mediacom Management's employees became our employees and its corporate overhead
became our corporate overhead. These employee expenses and corporate overhead are reflected as our corporate
expenses. See Note 10 of our consolidated financial statements.
Acquisitions
We significantly expanded our business in the last three years through acquisitions. All acquisitions have been
accounted for under the pumhase method of accounting and, therefore, our historical results of operations include the
results of operations for each acquired system subsequent to its respective acquisition date. On Jane 29, 2001, we
acquired from AT&T Broadband, LLC cable systems in the state of Missouri serving approximately 94,000 basic
subscribers for a purchase price of approximately $300.0 million. On July 18; 2001, we acquired from AT&T
Broadband cable systems in the ~tates of Georgia, lllinois and Iowa serving approximately 706,000 basic subscribers
for an aggregate purchase price of approximately $1.76 billion. In 2000, we acquired cable systems serving a total of
53,000 basic subscribers as of their respective dates of acquisition for an aggregate purchase price of $109.2 million
(the "2000 Acquisitions"). These acquisitions affect the comparability of our historical results of operations.
General
We have generated significant increases in revenues principally as a result of our acquisition actiyities and
increases in monthly revenues per basic subscriber. Approximately 88.1% of our revenues for the year ended
December 31, 2002 are attributable to video revenues from monthly subscription fees charged to customers for our
core cable television services, including basic, expanded basic and premium programming, 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 revenues from cable
modem service and advertising revenues represent 7.6% and 4.3% of our revenues, respectively. Franchise fees
charged to customers are included in their corresponding revenue category..
32
Our operating expenses consist of service Costs and selling, general and administrative expenses directly
attributable to our cable systems. Service costs include fees paid to programming suppliem, expenses related to
copyright fees, wages and salaries of technical pemonnel, high-speed Internet access costs and plant operating costs.
Programming costs have historically increased at rates in excess Of inflation due to the introduction of new
programming services and to increases in the rates charged for existing programming services. Under the Federal
Communication Commission's existing cable rate regulations, we are allowed to increase our 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 our ability to increase our 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. Corporate expenses reflect compensation
of corporate employees and other corporate overhead.
qfhe high level of depreciation and amortization associated with our acquisition activities and capital investment
program, as well as the interest expense related to our financing activities, have caused us to report net losses. We
believe that such net losses are common for cable television companies and anticipate that we will continue to incur
net losses for the foreseeable future.
Actual Results of Operations
Year Ended December 31, 2002 Compared to Year Ended December 31, 2001
The following historical information includes the results of operations of the AT&T cable systems, acquired in
June and July 2001, only for that portion of the respective period that we owned such cable systems.
Basic subscribers were 1,592,000 at December 31, 2002, as compared to 1,595,000 at December 31, 2001_ We
acquired 3,000 basic subscribers during the first quarter of 2002.
Digital customers were 371,000 at December 31, 2002, as compared to 321,000 at December 31,2001.
Data customers were 191,000 at December 31, 2002, as compared to 115,000 at December 31,2001.
Revenues. Revenues increased 57.7% to $923.0 million for the year ended December 31, 2002 as compared to
$585.2 million for the year ended December 31, 2001. Of the revenue increase of $337.8 million, $249.2 was
attributable to the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, revenues
increased primarily due to rate increases in our video services and to customer growth in our digital and high-speed
lnternet access services, partially offset by a slight decline in basic subscribers. Revenues by service offering were as
follows (dollars in millions):
Video .............
Data ...............
Advertising ....
Year Ended December 31,
2002 2001
% of % of
Amount Revenues Amount Revenues
$ 812.8 88.1% $ 541.5 92.5%
70.7 7.6 26.2 4.5
39.5 4.3 17.5 3.0
$ 923.0 100.0% $ 585.2 100.0%
Video revenues increased 50_1% to $812.8 million for the year ended December 31,2002, as compared to $541.5
million for the year ended December 31, 2001. Of the video revenue increase of $271.3 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 rate increases in our video services and to customer growth in our digital cable services.
33
Data revenues increased 169.8% to $70.7 million for the year ended December 31, 2002, as compared to $26.2
million for the year ended December 31, 2001. Of the data revenue increase of $44.5 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 our high-speed Interuet access service.
Advertising revenues increased 125.7% to $39.5 million for the year ended December 31, 2002, as compared to
$17.5 million for the year ended December 3 I, 2001. Of the advertising revenue increase of $22.0 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 63.9% to $359.7 million for the year ended December 31, 2002, as
compared to $219.5 million for the year ended December 31, 2001. Of the service costs increase of $140.2 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 due to 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 directly related to customer growth in our high-speed Internet access services. As a
percentage of revenues, service costs were 39.0% for the year ended December 31, 2002, as compared with 37.5% for
the year ended Decent, er 31,2001.
Selling, general and administrative expenses. Selling, general and administrative expenses increased 64.4% to
$174.0 million for the year ended December 31, 2002, as compared to $105.8 million for the year ended December 31,
2001. Of the selling, general and administrative expenses increase of $68.2 million, $57.4 million was attributable to
the acquisitions of the AT&T cable systems. Excluding the effects of such acquisitions, selling, general and
administrative expenses increased primarily as a result of higher marketing expenses related to our digital and high-
speed Intemet services. As a percentage of revenues, selling, general and administrative expenses were 18.8% for the
year ended December 3 t, 2002 as compared ~vith 18.1% for the year ended December 31,2001.
Corporate expenses. Corporate expenses increased 46.5% to $12.8 million for the year ended December 31,
2002, as compared to $8.7 million for the year ended December 31, 2001. This was principally due to an increase in
corporate employees and their related costs. As a percentage of revenues, corporate expenses were 1.4% for the year
ended December 31, 2002 as compared with 1.5% for the year ended December 31, 2001.
Depreciation and amortization. Depreciation and amortization increased 2.8% to $319.4 million for the year
ended December 31, 2002, as compared to $310.g million for the year ended December 31,2001. This was due to the
depreciation and amortization expense associated with our purchase of the AT&T cable systems and ongoing
investments in our cable systems. This increase was substantially offset by the adoption of SFAS 142, effective
January 1, 2002, which reduced amortization expense by $144.9 million during the year ended December 31, 2002.
Non-cash stock charges relating to corporate expenses. Non-eash stock charges relating to corporate expenses
increased 83.3% to $5.3 million for the year ended December 31, 2002, as compared to $2.9 million for the year ended
December 31, 2001. This charge represented vesting in equity interests granted to certain members of MCC's
management team in 1999. During the year ended December 31, 2002, the vesting in such equity interests was
accelerated, and accordingly, the remainder of the related charges were expensed.
Interest expense, net. Interest expense, net, increased 34.6% to $188.3 million for the year ended December 31,
2002 as compared to $139.9 million for the year ended December 31, 2001. This was due primarily to additional
indebtedness resulting fi.om the acquisitions of the AT&T cable systems and the ongoing investments in 'our cable
systems, partially offset by lower interest rates on our variable rate debt.
Loss on derivative instruments, net. Loss on derivative instruments, net, was $13.9 million for the year ended
December 3 l, 2002, as compared to $8.4 million for the year ended December 31, 2001 primarily due to an increase in
the notional amount of interest rate exchange agreements under which we pay fixed interest rates, and a decline in
market interest rates.
3~
Other expenses (income)_ Other expenses were $11.1 million for the year ended December 31, 2002, as compared
to $21.7 million of other income for the year ended December 31, 2001. Other expenses represented fees on unused
credit commitments under our bank credit facilities, and amortization of deferred financing costs_ Other income in
2001 reflected the recognition of the remaining $30.0 million of deferred revenue resulting from the termination of our
contract with SoftNet Systems.
Net loss. Due to the factors described above, we generated a net loss of $161.7 million for the year ended
December 3 t, 2002 as compared to a net loss of $190.9 million for the year ended December 31, 2001.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000
The following historical information includes the results of operations of the 2000 Acquisitions and the
acquisitions of the AT&T cable systems (together, the "2000-2001 Acquisitions"), only for that portion of the
respective period that such cable systems were owned by ns.
Basic subscribem were 1,595,000 at December 3 I, 2001, ~s compared to 779,000 at December 31, 2000.
Digital customers ',~ere 321,000 at December 31,2001, as compared to 40,000 at December 31, 2000.
Data customem were 115,000 at December 31,2001, as compared to 15,600 at December 31, 2000.
Revenues. Revenues increased 78_3% to $585.2 million for the year ended December 31, 2001 as compared to
$328.3 million for the year ended December 3 I, 2000. Of the revenue increase of $256.9 million, $234.3 was
attributable to the 2000-2001 Acquisitions_ Excluding the effects of such acquisitions, revenues increased primarily
due to basic rate increases associated with new programming introductions in our core cable television services and to
customer growth in our digital cable and high-speed Interact access services, partially offset by a slight decline in
basic subscribers. Revenues by service offering were as follows (dollars in millions):
Year Ended December 31,
2001 2000
%of %of
Amount Revenues Amount Revenues
Video ............. $ 541.5 92.5% $ 317.9 96.8%
Data ............... 26.2 4.5 5.9 1.8
Advertising .... 17.5 3.0 4.5 1.4
$ 585.2 100.0% $ 328.3 100.0%
Video revenues increased 70.1% to $541.5 million for the year ended December 31,200 I, as compared to $317.9
million for the year ended December 31, 2000. Of the video revenue increase of $223.6million, $203.7million was
attributable to the 2000-2001 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 our digital cable services.
Data revenues increased 376.4% to $26.2 million for the year ended December 31, 2001, as compared to $5.9
million for the year ended December 31, 2000. Of the data revenue increase of $20.3 million, $17.1 million was
attributable to the 2000-200I Acquisitions. Excluding the effects of such acquisitions, data revenues increased
primarily due to customer growth in our high-speed lntemet access service.
Advertising revenues increased by 288.9% to $17.5 million for the year ended December 31, 2001, as compared
to $4.5 million for the year ended December 31, 2000. The advertising revenue increase of $13.0 million was
principally attributable to the 2000-2001 Acquisitions.
35
Service costs. Service costs increased 98.7% to $219.5 million for the year ended December 31, 2001 as
compared to $110.4 million for the year ended December 31, 2000. Service costs for the year ended December 31,
2001 inclnde $5.8 million of incremental expenses related to the tra~ition:~tom £x¢ite~Home to our Mediacnm
Onlines~a high-speed Interact access service. Of the increase in service costs of $109.1 million, $96.6 million was
attributable to the 2000-2001 Acquisitions. Excluding the effects of such acquisitions, these costs increased primarily
as a result of higher programming expenses, including rote increases by programming suppliers for existing services
and the costs of new channel additions. As a percentage of revenues, service costs were 37.5% for the year ended
December 31,2001, as compared with 33.6% for the year ended December 31,200~J.
Selling, general and administrative expenses. Selling, general and administrative.expenses increased 89.5% to
$105.8 million for the year ended December 3 I, 2001 as compared to $55.8 million for the year ended December 31,
2000. Of the increase in selling, general and administrative expenses of $50.0 million, $45.5 million was attributable
to the 2000-2001 Acquisitions. Excluding the effects of such acquisitions, these costs increased primarily as a result
of higher bad debt and customer service employee expenses, and increased marketing costs associated with the
promotion of our digital cable and high-speed Internet access services..As a percentage of revenues, selling, general
and administrative expenses were 18.1% for the year ended December 31,200 I, as compared with 1'7.0% for the year
ended December 31, 2000.
Corporate expenses. Corporate expenses increased 44.4% to $8.7 million for the year ended December 31,2001
as compared to $6.0 million for the year ended December 31, 2000; The increase is primarily due to the increased
number of corporate employees as a result of the acquisition of the AT&T cable systems. As a percentage of
,revenues, corporate expenses were 1.5% for the year ended December 31,200t as compared with 1.8% for the year
ended December 31, 2000.
Depreciation andamortizatior~ Depreciation and amortization increased 74.3% to $310.8 million for the year~
ended December 31, 2001 as compared to $178.3 million in the year ended December 31, 2000. This increase was
due to our purchase of the 2000-2001' Acquisitions and capital expenditures associated with the upgrade of our cable
systems_
Non-cash stock charges relating to corporate expenses. Non-cash stock charges relating to corporate 'expenses
decreased 89.7% to $2.9 million for the year ended December 31,2001 as compared to $28.3 million in the year ended
December 31, 2000. This decrease is primarily due to a one-time $24.5 million charge which occurred in February
2000, resulting from the termination of the management agreements with Mediacom Management on the date of our
initial public offering.
Loss on derivative instruments, net Loss on derivative instruments, net, was $8.4 million for the year ended
December 31,2001, due to the change in the fair value of our interest rote exchange agreements as a result of the
decrease in market interest rates.
Interest expense, net. Interest expense, net, increased 102.8% to $139.9 million for the year ended December 31,
2001 as compared to $69.0 million for the year ended December 31, 2000. This increase was due primarily to
additional indebtedness resulting fi'om the acquisition of the AT&T cable systems, partially offset by declining interest
rotes on our variable rate debt.
Other expenses (income). Other income of $21.7 million for the year ended December 31, 2001 was principally
due to the recognition of the remaining $30.0 million of deferred revenue resulting from the termination of our
contract with So~Net Systems, offset in part by other expenses. Other expenses of $30.0 million for the year ended
December 3 I, 2000 was principally due to a non-cash loss of $28.5 million resulting from the decline in the value of
our investment in shares of So~Net Systems common stock that was deemed other than temporary.
Provision for incom~ taxes. Provision for income taxes was $0.1. million for the year ended December 31,2001
as compared to $0.3 million for the year ended December 31,2000. This provision primarily relates to minimum state
and local taxes and capital taxes.
Cumulative E. fleet of Accounting Change. Effective January I, 2001, we adopted Statement of Financial
Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities". As a
result, we recorded an after tax charge of approximately $1.6 million, as a change in accounting principle, in the first
quarter of 2001.
36
Net loss. Principally due to the increases in depreciation and amortization expense and interest expense, net, in
part offset by other income, net loss was $190.9 million for the year ended December 31,200t as compared to a net
loss of $149.8 million for the year ended December 3 I, 2000.
Liquidity and Capital Resources
Our business requires substantial capital for the upgrade, expansion and maintenance of our cable network. In
addition, we have pumued, and will continue to pursue, a business strategy that includes selective acquisitions. We
have funded and will continue to fund our working capital requirements, capital expenditures and acquisitions through
a combination of internally generated funds, long-term borrowings and equity financings.
Operating Activities
Cash provided by operations for the years ended December 31, 2002 and 2001 was $174_2 million and $258.6
million, respectively. There were significant working capital sources relating to the acquisitions of the AT&T cable
systems in 2001 that did not recur in 2002.
Investing Activities
Cash used in investing activities for the yearn ended December 31, 2002 and 2001 was $421.6 million and $2.4
billion, respectively. In 2001, we completed the acquisitions of the AT&T cable systems. In 2002, we did not
complete any significant acquisitions of cable systems. .,
Our capital expenditures were $408.3 million, $285.4 million and $183.5 million for the years ended December
31, 2002, 2001 and 2000, respectively. The higher capital expenditures in 2002 reflect the significant investments we
have made as a result of our accelerated network upgrade program and our ownership of the AT&T cable systems for
the full year. As of December 3 I, 2002, as a result of our cumulative capital investment in our network upgrade
program, approximately 96% of our cable network was upgraded with 550MHz to 870MHz bandwidth capacity and
about 91% of our homes passed were activated with two-way communications capability. At year end 2002, our
digital cable service was available to approximately 1.5 million basic subscribers, and our cable modem service was
marketed to about 2.3 million homes passed by our cable systems.
We expect to complete our planned network upgrade program by June 2003, at which time we anticipate that
approximately 98% of our cable network will be upgraded with 550MHz to 870MHz bandwidth capacity with two-
way communications capability. To achieve these targets and to fund other requirements, including the infrastructure
for our high-speed Internet service, cable modems, digital converters, new plant construction, headeod eliminations,
regional fiber interconnections and network replacement, we expect to invest between $250.0 million and $270.0
million in capital expenditures in 2003.
On June 29, 2001, we completed the acquisition of AT&T cable systems serving approximately 94,000 basic
subscribers in Missouri. The purchase price for these cable systems was approximately $300.0 million.
On July 18, 2001, we completed the acquisition of AT&T cable systems serving approximately 706,000 basic
subscribers in Georgia, Illinois and Iowa. The aggregate purchase price for these cable systems was approximately
$1.76 billion.
Financing Activities
Cash provided by financing activities for the years ended December 3 I, 2002 and 2001 was $215.3 million and
$2.2 billion, respectively. In 2001, cash provided by financing activities funded our acquisitions of the AT&T cable
systems_
To finance our prior acquisitions and our network upgrade program and to provide liquidity for future capital
needs, we completed the undernoted financing arrangements.
37
On January 24, 2001, our direct and indirect subsidiaries, Mediacom LLC and Mediacom Capital Corporation, a
New York corporation, completed an offering of $500.0 million of 9½% senior notes due January 2013. Interest on
the 9½% senior notes is payable semi-annually on January 15 and July 15, which commenced on July 15, 2001.
Approximately $467.5 million of the net proceeds were used to repay a substantial portion of the indebtedness
outstanding under our bank credit facilities and related accrued interest. The balance of the net proceeds was used for
general corporate purposes.
On June 27, 2001, we completed a public offering of 29.9 million shares of our Class A common stock at $15.22
per share for total net proceeds of approximately $432.9 million. The net proceeds from this offering were used to pay
a portion of the purchase price for the acquisitions of AT&T cable systems.
On June 27, 2001, we completed a public offering of $172.5 million of 5V~% convertible senior notes due July
2006. Interest on the 5~A% convertible senior notes is payable semi-annually on January I and July I of each year,
which commenced on January l, 2002. The convertible senior notes are convertible at any time at the option of the
holder into our Class A common stock at an initial conversion rate of 53.4171 shares per $1,000 principal amount of
notes, which is equivalent to a price of $18.72 per share. The convemion rate is subject to adjnstment, as defined in
the indenture to the convertible senior notes. We may redeem the convertible senior notes at 101.313% of par value
from July 5, 2004 thr~.gh June 30, 2005 and at par value thereafter. The net proceeds from this offering ~vere used to
pay a portion of the purchase price for the acquisitions o[the AT&T cable systems.
On June 29, 2001, our direct and indirect subsidiaries, Mediacom Broadband LLC and Mediacom Broadband
Corporation, a Delaware corporation, completed an offering of $400.0 million of 11% senior notes due July 2013.
Interest on the 11% senior notes is payable semi-annually on January 15 and July 15 of each year, which commenced
on January 15, 2002. The net proceeds from this offering were used to pay a portion of the purchase price for the
acquisitions of the AT&T cable systems.
The operating subsidiaries of Mediacom Broadband LLC have a $1.4 billion bank credit facility expiring in
September 2010, of which $898.0 million was outstanding as of December 31, 2002. The operating subsidiaries of
Mediacom LLC have two bank credit facilities aggregating $1.1 billion, of which $723.5 million was outstanding as of
December 31, 2002_ Mediacom LLC's bank credit facilities expire in September 2008 and December 2008, however,
their f'mal maturities are subject to earlier repayment on dates ranging from June 2007 to December 2007 if Mediacom
LLC does not refinance its $200.0 million 8½% senior notes due April 2008 prior to March 31, 2007.
We have entered into interest rate exchange agreements, which expire from April 2003 through March 2007, to
hedge $940.0 million of floating rate debt, including $150.0 million completed subsequent to December 3t, 2002.
Under the terms of all of oar interest rate exchange agreements, we are exposed to credit luss in the event of
nonperformance by the other parties to the interest rate exchange agreements. However, we do not anticipate their
nonperformance. As of the date of this report, about 77% of our outstanding indebtedness was at fixed interest rates or
subject to interest rote protection.
As of December 3 I, 2002, our total debt was $3.019 billion and we had unused credit commitments of about
$844.0 million under all of our bank credit facilities and our annualized cost of debt capital was approximately 6.6%.
As of January 1, 2003, after giving effect to scheduled step downs in the maximum leverage covenants in our bank
credit facilities, approximately $600.0 million could be borrowed and used for general corporate purposes under the
most restrictive covenants in our debt arrangements. As of December 3 I, 2002, we were in compliance with all debt
covenants.
During October 2002, we purchased approximately 1.5 million shares of our Class A common stock for an
aggregate cost of approximately $6.0 million at share prices ranging from $3.59 to $4.29 per share. These purchases
were completed under the $50.0 million Class A stock repurchase program authorized by the Board of Directors in
May 2000. As of the filing date of this report, approximately $43.4 million of the original $50.0 million authorization
remains available under the Class A stock repurchase program.
Although we have not generated earnings sufficient to cover fixed charges, we have generated cash and obtained
financing sufficient to meet our short-term requirements, including our debt service, working capital, capital
expenditure and acquisition requirements. We expect that we will continue to be able to generate funds and obtain
financing sufficient to service our long-term business plan, service our debt obligations and complete any future
acquisitions. However. there can be no assurance that we will be able to obtain sufficient financing, or, if we were
able to do so, that the terms would be favorable to us.
38
Contractual Obligations and Commercial Commitments
The table below summarizes our contractual obligations and commercial commitments for the five years
subsequent to December 31, 2002 and thereafter. The amounts represent the maximum future contractual obligations,
some of which may be settled by delivering equity securities.
Long-Term Operating
Debt{a} Leases Total
(dollars in thousands)
2003 ................................... $ 2,000 $ 3,341 $ 5,341
2004 ................................... 10,500 2,316 12,816
2005 ................................... 57,000 1,658 58,658
2006 ................................... 383,750 1,373 385,123
2007 ................................... 247,000 1,119 248,119
Thereal2gr ........................... 2,318,750 5,720 2,324,470
Total casl~ obligations ........ $ 15,527 $ 3,034,527
$ 3,019,000
/~)lncludes $172.5 million of convertible senior notes due 2006.
Critical Accounting Policies
The foregoing discussion and analysis of our financial condition and results of operations is based upon our
consolidated financial statements, which have been prepared in accordance with accounting principles ganemlly
accepted in the United States. The preparation of these fmancial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. Periodically, we evaluate our estimates, including those related to doubtful accounts,
long-lived assets, capitalized costs and accruals_ We base our estimates on historical experience and on various other
assumptions that we believe are reasonable. Actual results may differ from these estimates under different
assumptions or conditions.
We believe the following represent the most significant and subjective estimates used in the preparation of our
consolidated financial statements. For a detailed description of our significant accounting policies, please see Note 2
of our consolidated financial statements.
ProperO,, Plant and Equipment
In accordance with Statement of Financial Accounting Standards No. 51, "Financial Reporting by Cable
Television Companies," we capitalize 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 Interact
subscriber installations. Capitalized costs are recorded as additions to property, plant and equipment and depreciated
over the life of the related assets. We perform periodic evaluations of the estimates used to determine the amount of
costs that are capitalized.
Impairment of Long-Lived Assets
We'follow the provisions of Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting
for the Impairment or Disposal of Long-Lived Assets" SFAS 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. Based on our review, there has been no impairment of long-lived assets under
SFAS 144.
39
Goodwill and Other Intangible Assets
Effective January 1, 2002, we 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_ We have determined that our cable franchise costs are indefinite-lived assets. Upon
adoption, we performed initial impairment tests and determined that there was no impairment. We conducted our
annual impairment tests as of September 30, 2002, utilizing discounted cash flow analysis, and they did not result in
any impairment of goodwill or indefinite-lived intangible assets. The impact of adopting SFAS 142 was to reduce
amortization expense by $144.9 million for the year ended December 31, 2002.
Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"), which (i)
amends SFAS Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee
compensation; (ii) ain~nds the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation;
and (iii) amends APB Opinion No. 28, "Interim Financial Reporting," to require disclosure about those effects in
interim financial information. Items (ii) and (iii) of the new requirements in SFAS 148 are effective for financial
statements for fiscal years ending aRer December 15, 2002. We have included the requirements of item (ii) in Note 15
of our consolidated f-mancial statements and will include the requirements of item (iii) beginning in our first interim
period aRer December 15, 2002.
Inflation and Changing Prices
Our systems' costs and expenses are subject to inflation and price fluctuations. Such changes in costs and
expenses can generally be passed through to subscribers. Programming costs have historically increased at rates in
excess of inflation and are expected to continue to do so. We believe that under the Federal Communications
Commission's existing cable rate regulations we may increase rates for cable television services to more than cover
any increases in programming and copyright costs. However, competitive conditions and other factors in the
marketplace may limit our ability to increase our rates.
Risk Factors
IFc have a h~tory of net losses and may not be profitable in the future.
We have had a history of net losses and expect to continue to report net losses for the foreseeable future, which
could cause the prices at which our stock and other securities trade to decline and adversely affect our ability to
finance our business in the future. We reported net losses of $149.8 million, $190.9 million and $161.7 million for the
years ended December 3 I, 2000, 2001 and 2002, respectively. The principal reasons for our prior and anticipated net
losses include the depreciation and amortization expenses associated with our acquisitions, the capital expenditures
related to expanding and upgrading our cable systems and interest costs on borrowed money.
IFc are a holding company with no operations and we depend on our operating subsidiaries for cash to'fund our
obligations.
As a holding company, we do not have any operations or hold any assets other than our investments in and our
advances to our operating subsidiaries. Consequently, our subsidiaries conduct all of our consolidated operations and
own substantially all of our consolidated assets. The only source of cash we have to pay interest on, and repay the
principal of, our indebtedness and to meet our other obligations is the cash that our subsidiaries generate from their
operations and their borrowings. Our subsidiaries are not obligated to make funds available to us. Our subsidiaries'
ability to make payments to us will depend upon their operating results and will be subject to applicable laws and
contractual restrictions, including the agreements governing our subsidiary credit facilities and. other indebtedness.
Those agreements permit our subsidiaries to distribute cash to us under certain circumstances, but only so long as there
is no default under any of such agreements. ' '
40
We have grown rapidly and have a limited history of operating ail of our current cable systems, which may ma~e
it difficalt for you to evaluate our performance.
We began operations in 1996 and have grown rapidly since then, principal[y through acquisitions. In late 1999,
we completed acquisitions that doubled the number of subscribers served by our cable systems. In June and July 2001,
we made other acquisitions that again doubled our subscribers. As a result, you have limited information upon which
to evaluate our performance in managing all of our current systems, and our historical financial information may not
be indicative of the future results we can achieve with our cable systems.
We have substantial existing debt and may incur substantial additional debt, which could adversely affect our
abili~ to obtain financing in the future and require our operating subsidiaries to apply a substantial portion of
their cash flow to debt service.
Our total debt as of December 3 I, 2002 was approximately $3.0 billion. Our interest expense for the year ended
December 3 l, 2002 was $188.3 million. We cannot assure you that our business will generate sufficient cash flows to
permit us, or our subsidiaries, to repay indebtedness or that refinancing of that indebtedness will be possible on
commercially reasonable terms or at all.
This high level-of'debt and our debt service obligations could have material consequences, including that:
· our abili~' to access new sources of financing for working capital, capital expenditures, acquisitions or other
purposes may be limited;
· we may need to use a large portion of our revenues to pay interest on borrowings under our subsidiary credit
facilities and our senior notes, which will reduce the amount of money available to finance our operations,
capital expenditures and other activities;
· some of our debt has a variable rate of interest, which may expose us to the risk of increased interest rates;
· we may be more vulnerable to economic downturns and adverse developments in our business;
· we may be less flexible in responding to changing business and economic conditions, including increased
competition and demand for new products and services;
· we may be at a disadvantage when compared to those of our competitors that have less debt; and
· we may not be able to implement our strategy.
We anticipate incurring additional debt to fund the expansion, maintenance and upgrade of our cable systems. If
new debt is added to our current debt levels, the related risks that we now face could intensify.
A default under our indentures or our subsidiary credit facilities could result in an acceleration of our
indebtedness and other material adverse effects.
The agreements and instruments governing our own and our subsidiaries' indebtedness contain numerous
financial and operating covenants. The breach of any of these covenants could cause a default, which could result in
the indebtedness becoming immediately due and payable. If this were to occur, we would be unable to adequately
finance our operations. In addition, a default could result in a default or acceleration of our other indebtedness subject
to cross-default provisions. If this occurs, we may notbe able to pay our debts or borrow sufficient funds to l'efinance
them. Even if new financing is available, it may not be on terms that are acceptable to us. The membership interests of
our operating subsidiaries are pledged as security under the respective subsidiary credit facilities. A default under one
of our subsidiary credit facilities could result in a foreclosure by the lenders on the membership interests pledged
under that facility. Because we are dependent upon our operating subsidiaries for all of our revenues, a foreclosure
would have a material adverse effect on our business, financial condition and results of operations.
41
The terms of our indebtedness could materially limit ourJ-mancial and operatingflexibiliO~.
Several of the covenants contained in the agreements and instruments governing our own and our subsidiaries'
indebtedness could materially limit our f'mancinl and operating flex~ility by restricting, among uther things, our
ability and the ability of our operating subsidiaries to:
o incur additinnal indebtedness;
· create liens and other encumbrances;
· pay dividends and make other payments, investments, loans and guarantees;
· enter into transactions with related parties;
· sell or otherwise dispose of assets and merge or consolidate with another entity;
· repurchase or redeem capital stock, other equity interests or debt; .
· pledge assets; and
· issue capital ~ock or other equity interests.
Complying wi{h these covenants could cause us to take actions that we otherwise would not take or cause us not
to take actions that we otherwise would take.
. We may not be able to obtain additional capitalto continue the development of our business.
Our business has required substantial capital for the upgrade, expansion and maintenance of our cable SYstems and
the launch and expansion of new or additional services. While we have substantinlly completed our planned system
upgrades, if there is accelerated growth in our digital cable and data customers, or we decide to introduce new
advanced services, or the cost to provide these services increases, we may need to make unplanned additional capital
expenditures. We may not be able to obtain the funds necessary to f'mance our capital improvement program or any
additional capital requirements through internally generated funds, additional borrowings or other sources, lfwe are
unable to obtain these funds, we would not be able to implement our business strategy and our results of operations
would be adversely affected.
If we are unable to keep pace with technological Change, our business and results of operations could be
adversely affecte&
The cable business is characterized by rapid technological change and the introduction of new products and
services. We cannot assure you that we will be able to fund the capital expenditures necessary to keep pace with
tecimological developments. We also cannot assure you that we will successfully anticipate the demand of our
customers for products and services requiring new technolOgy. This type of rapid technological change could
adversely affect our plans to upgrade or expand our systems and respond to competitive pressures. Our inability to
upgrade, maintain and expand our systems and provide advanced services in a timely manner, or to anticipate the
demands of the market place, could adversely affect our ability to compete. Consequently, our business and results of
operations Could suffer materially.
If we are unsuccessful in implementing our growth strategy, our busines~ and results of operations couM be
adversely affectea[
We expect that a substantial portion of our future growth in revenues will come fi.om the expansion of relatively
new services, such as high-speed Internet access service, digital cable services and video-on-demand, and acquisitions
ofedditional cable systems. We may not be able to successfully expand these services, and it is possible that they will
not generate significant revenue growth. As of the filing date of this report, there were no material pet/ding
acquisitions. We may not be successful in identifying attractive acquisition targets or obtaining the financing necessary
tO complete future acquisitions. Among other things, in recem years, the cable television industry has undergone
dramatic consolidation, which has reduced the number of future acquisition prospects and may increase the purchase
price for any acquisitions we pursue.
42
Our programming casts are increasing, and our business and results of operations will be adversely affected if we
cannot pass through a sufficient part of the additional costs to subscribers.
Our programming costs have been. and are expected to continue to be, one of our largest single expense items. In
recent years, the cable and satellite video industries have experienced a rapid increase in the cost of programming,
particularly sports programming. This increase in programming costs is expected to continue, and we may not be able
to pass progranuning cost increases on to our customers_ In addition, as we add programming to our basic and
expanded basic programming tiers, we may pot be able pass all of our costs Of the additional programming on to our
customers without the potential loss of basic subscribers. To the ~xtent that we are unable to pass increased or
additional programming costs through to subscribers, our business and results of operations will be adversely affected.
We also expect to be subject to increasing financial and other demands by broadcasters to obtain the required
consents for the transmission of broadcast programming to our subscribers. We cannot predict the impact of these
negotiations on our business and results of operations or the effect on Our subscribers should we be required to
suspend the carriage of this programming_
Failure to negotiate or renew programming contracts could adversely affect our business and results of
operations. ' ~
Following our acquisitions of the AT&T cable systems, substantially all of the programming services carried on
those cable systems were without ~witten contracts with the respective program suppliers. We have completed
agreements for several of those programming services and are continuing to negotiate terms for the remainder of the
services. From time to time, the contracts coveting the programming services can'iad on our cable systems expire, and
we generally provide such services to our customers without written contracts with the respective program suppliers as
we negotiate contract renewals. While we could obtain access to most of these programming services through a
national programming purchasing cooperative or by relying on certain protective provisions of the Communications
Act, we are unable to guarantee that we will be able to provide without interruption any programming service that is
not covered by a written contract_ Prolonged loss of access to certain of these programming services could result in our
customers switching to our competitors or have other material adverse effects on our business and results of
operations.
}ge may not be able to compete effectively in the highly competitive media and telecommunications industries.
The communications industry in which we operate is highly competitive and is often subject to rapid and
significant changes and developments in the marketplace and in the regulatory and legislative environment. In some
instances, we compete against companies with fewer regulatory burdens, easier access to financing, greater resources
and operating capabilities, greater brand name recognition and long-standing relationships with regulatory authorities.
Our traditional cable television business faces direct competition fi.om other cable companies, municipal-owned
utilities, telephone companies, and, most significantly, fi.om direct broadcast satellite operators. Our high-speed
Interact access service is subject to competition fi.om telephone companies using digital subscriber line technoingy,
direct broadcast satellite operators and other Intemet service providers. We also face competition fi.om over-the-air
television and radio broadcasters and fi.om other communications and entertainment media such as movie theaters, live
entertainment and sports events, newspapers and home video products.
We anticipate that future advances in communications technology cotfld lead to the introduction of new
competitors, products and services that may compete with our businesses. We cannot assure you that upgrading our
cable systems will allow ns to compete effectively. Additionally, if we expand and introduce new and enhanced
telecommunications services, we will be subject to competition fi.om new and established telecommunications
providers. We cannot predict the extent to which competition may affect our business and results of operations in the
fature.
43
Continued growth of direct broadcast satellite operators could adversely affect our business and results of
operations.
Direct broadcast satellite operators have grown at a rate far exceeding the cable television industry growth rate
and have emerged as a significant competitor to cable operators. Direct broadcast satellite service consists of television
programming transmitted via high-powered satellites to individual homes, each served by a small satellite dish.
Legislation permiaing direct broadcast satellite operators to transmit local broadcast signals was enacted on November
29, 1999. This eliminated a significant competitive advantage that cable system operators had over direct broadcast
satellite operators. Direct broadcast satellite operators deliver local broadcast signals in many markets that we serve.
These companies and others are also developing ways to bring advanced communications services to their customers.
They are currently offering satellite-delivered high-speed Interact access services.
We may not be able to obtain critical items at a reasonable cost or when required, which could adversely affect
business, financial condition and results of operations.
We depend on third-party suppliers for equipment, software, services and other items that are critical for the
operation of our cable systems and the provision of advanced services, including analog and digital set-top convener
boxes, servers and r0~ers, fiber-optic cable, telephone circuits, software, the "backbone" telecommunications network
for our lnternet acc~ess service and construction services for expansion and upgrades of our cable systems. These items
are available fi.om a limited number of suppliars. Demand for these items has increased with the general growth in
demand for Interact and telecommunications services. We typically do not carry significant inventories of equipment.
Moreover, if there are no suppliers that are able to provide set-top converter boxes that comply with evolving Interact
and telecommunications standards or that are compatible with other equipment and software that we use, our business,
financial condition and results of operations could be materially adverseiy affected. If we are unable to obtain critical
equipment, software, services or other items on a timely basis and at an acceptable cost, our ability to offer oar
products and services and roll out advanced services may be impaired, and our business, financial condition and
results ofoperatinas could be materially adversely affected.
The loss of key personnel could have a material adverse effect on our business.
Our success is substantially dependent upon the retention and continued performance of our key personnel,
including Rocco 13. Commisso, our Chairman and Chief Executive Officer. We have not entered into an employment
agreement with Mr. Commisso. If Mr. Commisso or any of our oiher key personnel cease to be employed by us for
any reason, our business could be materially adversely affected. We do not currently maintain key man life, insurance
on Mr. Commisso or other key personnel.
In addition, our subsidiary credit facilities provide that a default will result if any person or group, other than Mr.
Commisso and certain of his affiliates, becomes the beneficial owner of an amount of aggregate voting power of our
common stock on a fulty<iiinted basis that equals or exceeds the greater of.' (i) 35% and (ii) the amount of aggregate
voting power of our common stock on a fully diluted basis owned by Mr. Commisso and such affiliates at the time.
Our Chairman and Chief Execulive Officer has the ability to control ail ma]or corporate decisions, which could
inhibit or prevent a change of control or change in managemeng A sale of his stock couM result in a change of
control that would have unpredictable effects.
Rocco B. Commisso, our Chairman and Chief Executive Officer, beneficially owned our common stock
representing approximately 80.4% of the combined voting po~ver as of December 31, 2002. As a result, Mr. Commisso
will generally have the ability to control the outcome of all matters requiring stockholder approval, including the
election of our entire board of directors, the approval of any merger or consolidation and the sale of all or substantially
all of our assets. Mr. Commisso's voting power may have the effect of discouraging offers to acquire Mediacom
because any such acquisition would require his consent.
44
We cannot assure you that Mr. Commisso will maintain all or any portion of his ownership or that he would
continue as an officer or director if he sold a significant part of his stock. The disposition by Mr. Commisso of a
sufficient number of shares could result in a change in control of our company, and we cannot assure you that a change
of control would not adversely affect our business, financial condition or results of Operations. As noted above, it
could also result in a default under our subsidiary credit agreements.
Our cable television business is subject to exteusive governmental regulation.
The cable television industry is subject to extensive legislation and regulation at the federal and local levels, and,
in some instances, at the state level, and many aspects of such regulation are currently the subject of judicial and
administrative proceedings and legislative and administrative proposals. We expect that court actions and regulatory
proceedings will continue to refine our rights and obligations under applicable federal, state and local laws. The results
of these judicial and administrative proceedings and legislative activities may materially affect our business
operations. Local authorities ,re'ant us non-exclusive franchises that permit us to operate our cable systems. We will
have to renew or renegotiate these franchises from time to time. Local franchising authorities may demand
concessions, or other commitments, as a condition to renewa, which concessions or other commitments could be
costly to obtain. The Communications Act contains renewal procedures and criteria designed to protect incumbent
franchisees against art~rrary denials of renewal and although such Act requires the local franchising authorities to take
into account the cos'ts of meeting such concessions or commitments, there is no assurance that we will not be required
to meet their demands in order to obtain renewals. We cannot predict whether any of the markets in Which we operate
will expand the regulation of our cable systems in the future or the impact that anv such expanded regulation may have
upon our business. '
Similarly, due to the increasing popularity and use of commercial online services and the lntemet, it is possible
that a number of laws and regulations may be adopted with respect to commercial online services and the Intemet,
including taws coveting such issues as privacy, access to some types of content by minors, pricing, bulk e-maiI or
"spam," encryption standards, consumer protection, electronic commerce, taxation of e-commeme, copyright
infringement and other intellectual property matters. The adoption of such laws or regulations in the future may
decrease the gsowth of such services and the Interaet, which could in turn decrease the demand for our cable modem
service, increase our costs of providing such service or have other adverse effects on our business, financial condition
and results of operations.
Our franchises are non-e~cclusive and local franchising authorities may grant competing franchises in our
markets.
Our cable systems are operated under nonqexclusive franchises granted by local fianchising authorities. As a
result, competing operators of cable systems and other potential competitors, such as municipal utility providers, may
be granted franchises and may build cable systems in markets where we hold franchises. Any such competition could
adversely affect our business. The existence of multiple cable systems in the same geographic area is generally
referred to as an "overbuild." As of the filing date of this report, approximately 9.4% of the homes passed by our
cable systems were overbuilt by other cable otSerators. We cannot assure you that competition will not develop in
other markets that we now serve or that we will serve after any future acquisitions.
Pending FCC and court proceedings could adversely affect our Internet access servic~
The legal and regulatory status of providing high-speed Internet access service by cable television companies is
uncertain. The adoption of new rules by the FCC or rulings in court proceedings could place additional costs and
regulatory burdens on us, reduce our anticipated revenues or increase our anticipated costs for this service, complicate
the franchise renewal process, result in greater competition or otherwise adversely affect our business. Although the
FCC has issued a declaratory ruling that cable modem service, as it is currently offered, is properly classified as an
interstate information service that is not subject to common carrier regulation, the FCC is still considering whether to
require cable companies to provide capacity on their systems to other entities to deliver high-speed lnternet directly to
customers, also known as "open access", whether ce~ain other regulatory requirements do or should apply to cable
modem service, and whether and to what extent this service may be subject to local franchise authorities' regulatory
requirements or franchise fees. 'l~ere can be no assurance that regulatory authorities will not impose "open access" or
similar requirements on us as part of an industry-wide requirement. Such requirements could have a negative impact
on our business and results o f operations.
45
We may be subject to legal liabilio~ because of the acts of our Internet service customers or because of our own
negligenc~
Our cable modem service enables individuals to access the Intemet and to exchange information, generate
content, conduct business and engage in various online activities on an international bas/s_ The law relating to the
liability of providers of these online services for activities of their users is currently unsettled both within the United
States and abroad. Potentially, third parties could seek to hold us liable for the actions and omissions of our cable
modem service customers, such as defamation, negligence, copyright or tmdema~ infringement, fraud or other
theories bused on the nature and content of information that our customers use our service to post, download or
distribute. We also could be subject to similar claims bused on the content of other Websites to which we provide links
or third-patty products, services or content that we may offer through our lntemet service. Due to the global nature of
the Web, it is possible that the governments of other states and foreign countries might attempt to regulate its
tmusmissions or prosecute us for violations of their laws.
It is also possible that, if any information provided directly by us will contain errors or otherwise b~ negligently
provided to users, resulting in third parties making claims against us. For example, we offer Web-bused email services,
which expose us to potential risks, such us liabilities or claims resulting fi.om unsolicited email, lost or misdirected
messages, illegal or frapdulent use ofemail, or intemtptious or delays in email service.
To date, no one hus filed a claim of any of these kinds against us, but someone may file a claim of that type in the
furore in either domestic or international jurisdictions, and may be successful in imposing liability on us. Our defense
of any such actions could be costly and involve significant disttaction of our management and other resources. If we
fire held or threatened with significant liability, we may decide to take actions to reduce our exposure to this type of
liability. This may require us to spend significant mounts of money for new equipment and may also require us to
discontinue offering some features or our cable modem service.
Since we launched our proprietary Mediacom Onlines~4 Interact service in February 2002, we from time to time
receive notices of claimed infringements by our cable modem service users. The owners of copyrights and trademarks
have been increasing active in seeking to prevent use of the lmemet to violate their rights. In many cases, their claims
ofinfi.ingement are based on the acts of customers of an lnternet service provider--for example, a customer's use of
an Internet service or the resources it provides to post, download or disseminate copyrighted music or other content
without the consent of the copyright owner or to seek to profit from the use of the goodwill associated with another
person's trademark. In some cuses, copyright and trademark owners have sought to recover damages fi.om the Internet
service provider, as well us or instead of the customer. The law relating to the potential liability of Intemet service
providers in these circumstances is unsettled. In 1996, Congress adopted the Digital Millennium Copyright Act, which
is intended to grant ISPs protection against certain claims of copyright infringement resulting fi.om the actions of
customers, provided that the ISP complies with certain requirements. So far, Congress has not adopted similar
protections for trademark infi.ingement claims.
lf we offer telecommunications services, we may become subject to additional regulatory burdens.
If we provide telecommunications services over our communications facilities, we may be required to obtain
additional federal, state and local permits or other goveramental authorizations to offer these services. This process,
together with accompanying regulation of these services, would place additional costs and regulatory burdens on us.
46¸
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, we use interest rate exchange agreements in order to fix the interest rate on our
floating rate debt_ As of December 31, 2002, we had interest rate exchange agreements with various banks pursuant to
which the interest rate on $790.0 million is fixed at a weighted average rate of approximately 4.0%, plus the average
applicable margin over the eurodollar rate option under our bank credit agreements. · Under the terms of the interest
rate exchange agreements, which expire from 2003 through 2007, wet are exposed to credit loss in the event of
nonperformance by the other parties. However, we do not anticipate their nonperformance. At December 31, 2002,
we would have paid approximately $24.0 million if we terminated these agreements, inclusive of accrued interest. The
table below provides information on our long-term debt. See Note 7 to our consolidated financial statements.
Expected Maturity
(All dollar amount~ in.thousands)
2003 2004 2005 2006 2007 Thereafter Total Fair Value
Fixed rate -'$? $ $ $ - $ $ 200,000 $ 200,000 $ 181,000
Weighted average
interest rate 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% 8.5%
Fixed rate $ $ $ $ - $ $ 125,000 $ 125,000 $ 104,000
Weighted average
interest rate 7-9% 7.9% 7.9% 7.9% 7.9% 7.9% 7.9%
Fixed rate $ $ $ $ - $ $ 500,000 $ 500,000 $ 456,000
Weighted average
interest rate 9.5% 9.5% 9_5% 9.5% 9.5% 9.5% 9.5%
Fixedrate $ $ $ $ - $ $ 400,000 $ 400,000 $ 421,000
Weighted average
interest rate 11.0% 11.0% I 1.0% l 1.0% 11 .G% 11.0% 11.0%
Fixed rate $ $ $ $172,500 $ $ $ 172,500 $ t44,000
Weighted average
interest rate 5_3% 5_3% 5.3% 5_3% ' 5.3% 5.3% 5.3%
Variabterate $2,000 $10,500 $57,000 $211,250 $247,000 $I,093,750 $1,621,500 $1,621,500
Weighted average
interest rate 4.3% 4.3% 4.3% 4.3% 4.3% 4.3% 4.3%
47 ·
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Contents
Page
Report of Independent Acconntants-PricewaterhonseCoopers LLP. ............................................................
Repor~ of/ndependent Pnblic Acconntants-Arthur Andersen LLP ..................... 49
52
Consolidated Statements of Operations for the Years Ended December 31, 2002, 2001 and 2000 .............. 53
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
December 31~ 2~002, 2001 and 2000 .......................... ~'" ~ ................................ ~----~ ..................... i ....... 54
Consobdated Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000 ............ 55
Notes to Consolidated Financial Statements .............................. ~ ...........................................................
Firlancial Statement Schedule: Schednle II-Valuation and Qualifying Accounts .................................... ~i.. 75~
48
Report of Independent Accountants
To the Shareholders of Mediacom Communications Corporation:
In our opinion, the accompanying consolidated balance sheet as of December 31, 2002 and the related consolidated
statements of operations, of changes in stockholders' equity, and of cash flows present fairly, in all material respects,
the financial position of Mediacom Communications Corporation and its subsidiaries (the Company) at December 31,
2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit of these statements in accordance with auditing standards generally accepted in the United
States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the: financ a statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion. The Company's consolidated financial statements as of
December 3 I, 2001; a~d for each of the two years in the period ended December 31, 2001, were audited by other
independent accotmtahts who have ceased operations. Those independent accountants expressed an unqualified
opinion on those financial statements in their report dated February 13, 2002.
As discussed above, the Company's consolidated financial statements as of December 31, 2001, and for each of the
two years in the period ended December 31, 2001, were audited by other independent accountants who have ceased
operations. As described in Note 2, those financial statements have been revised to include the transitional disclosures
required by Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", which
was adopted by the Company as of Junuary 1, 2002. We audited the transitional disclosures for 2001 and 2000
included in Note 2. In our opinion, the transitional disclosures for 2001 and 2000 in Note 2 are appropriate. However,
we were not engaged to audit, review, or apply any procedures to the 2001 or 2000 financial statements of the
Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form
of assurance on the 2001 or 2000 financial statements taken as a whole.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for
goodwill effective January 1, 2002.
/S/PricewaterhouseCoopers LLP
New York, New York
February 24, 2003
Report of Independent Accountants
on Financial Statement Schedule
To the Shareholders of Mediacom Communications Corporation:
Our audit of the consolidated financial statements referred to in our report dated February 24, 2003 appearing in this
Annual Report on Form 10-K also included an audit of the financial statement schedule [previously referred to as
Schedule I1 - Valuation and Qualifying Accounts by the predecessor auditor] for the year ended December 31, 2002
listed in Item 8 of this Form I 0-K. In our opinion, the financial statement schedule for the year ended December 31,
2002 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated fmancial statements. The financial statement schedules of Mediacom Communications Corporation and
its subsidiaries for the years ended December 317 2001 and December 31, 2000, were audited by other independent
accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those
financial statement schedules in their report dated February 13, 2002.
/S/PricewaterhouseCoopers LLP
New York, New York
Febmary 24, 2003
50
THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR
ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Mediacom Communications Corporation:
We have audited, the accompanying consolidated balance sheets Of Mediacom Communications Corporation (a
Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the three years in the period ended December
31, 2001. These financial statements are the responsibility of the CompanY's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing s~an~lards generally accepted in the United States. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are flee oftaaterial misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclogur~s in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position
of Mediacom Communications Corporation and its subsidiaries as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for. each of the three years in the period ended December 3 I, 2001 in conformity
with accounting principles generally accepted in the United States.
As explained in Note 2 to the consolidated financial statements, effective January 1, 2001, the Company changed its
methqd of accounting for derivative instruments.
Our audits were made for the purpose of forming an opinion on the basic consolidated £mancial statements taken as a
whole. Schedule II--Valuation and Qualifying Accounts is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has
been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/$/ARTHUR ANDERSEN LLP
Stamford, Connecticut
February 13, 2002
51'
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All dollar amounts in 000~s)
December 31,
2002 2001
ASSETS
Cash and cash equivalents ................................................................................................ $ 31,224 $ 63,307
Investments ....................................................................................................................... 4,070 4,070
Subscriber accounts receivable, net of allowance for doubtful accounts
of $3,789 and $3,243, respectively ' 56,205 45,619
Prepaid expenses and other assets ................................................................ } ................... 10,278 13,678
Investment in cable television systems:
Inventory, net ............................................................................................................. :.. 18,795 53,676
Property, plant and ~quipment, at cost ................................................................. 2,096,461 t,654,798
Less: accumulatdd depreciation ................................................. (631,427) (374,268)
Property, plant and equ pment, net ...................... 1,465,034 1,280,530
Intangible assets, net of accumulated amortization of $275,125 and
$250 288 respect ve y ....... 2,072,404 2,151,805
Total investment in cable television systems ............................................................. 3,556,233 3,486,011
Other assets, net of accumulated amortization of $17,966 and $11,474
respectively ........... ............................ ~ ....................................... , ..... ..................... 45,964 52,163
Total assets ....................................................................... $ 3,703,974 $ 3,664,848
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Debt ............................................................................................................................... $ 3,019,000 $ 2,798,000
Accounts payable and accrued expenses ....................................................................... 305,172 329,866
Deferred revenue .......................................................................................................... 33,261 29,406
Total liabilities ........................................................................................................... 3,357,433 3,157,272
Commitments and Contingencies (Note 12)
STOCKHOLDERS' EQUITY
Class A common stock, $.0! par value; 300,000,000 shares authorized;
91,068,774 shares issued and 89,532,030 shares outstanding as of December 31,
2002 and 90,539,380 shares issued and outstanding as of December 31,2001 ........
Class B common stock, $.01 par value; 100,000,000 shares authorized;
28,991,456 and 29,342,990 shares issued and outstanding as of December 31, 2002
and 2001, respectively ...............................................................................................
Additional paid-in capital ..............................................................................................
Accumulated deficit ......................................................................................................
Treasury stock, at cost, 1,536,744 shares of Class A common stock ............................
Total stockholders' equity .........................................................................................
Total liabilities and stockholders' equity ................................................................... $ 3,703,974
910 905
291 293
981,343 '974,760
(630,040) (468,382)
(5,963) -
346,541 507,576
$ 3,664,848
The accompanying notes to Consolidated financial statements
are an integral part of these statements.
52
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in 000's, except per share amounts)
Yeai's Ended December 31,
2002 2001 2000
Costs and expenses:
Service costs .......................................................................................
Selling, general and administrative expenses .....................................
Corporate expenses ....................................................... : .....................
Depreciation and amogization ............................................................
Non-cash stock ,ch~ges relating to corporate expenses .....................
Operating income (loss) .............................................................................
Interest expense, net ...................................................................................
Loss on derivative iastmments~ net ...........................................................
Other expenses (income) ...........................................................................
Net loss before provision for income taxes ................................................
Provision for income taxes .............................................................. . .........
Net loss before cumulative effect of accounting change ...........................
923,033 $ 585,175 $ 328,258
359,737 21~479 110,442
173~70 105,794 55,820
12,752 8,705 6,029
319,435 31~785 178,331
5,323 2,904 28,254
51,816 (62,492) (50,618)
188,304 139,867 68,955
13,877 8,441
11,093 (21,653) 30,024
(161,458) (189,147) (149,597)
200 87 250
(161,658) (189,234) (149,847)
Cumulative effect of accounting change .................................................... (1,642)
Netloss ...................................................................................................... $ (161,658) $ (190,876) $ (149,847)
Basic and diluted loss per share:
Before cumulative effect of accounting change ................................. $
Cumulative effect of accounting change ............................................
Loss per share ............................................................................... : ............ $
(t.35) $ (1.78) $ (1.79)
(0.02)
· (1.35) $ (1.80) $ (1.79)
Weighted average common shares outstanding ......................................... 119,608 105,780 83,803
The accompanying notes to cbnsolidated financial statements
are an integral part of these statements.
53·
54
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Ail dollar amounts in 000's)
Years Ended December 31,
2002 2001 2000
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net loss ..................................................................................................... $ (161,658) $ (190,876) $ (149,847)
Adjustments to reconcile net loss to net cash flows from operating
activities:
Depreciation and amortization .............................................................. '
Impairment of available-for-sale securities ..........................................
Loss on derivative instruments, net ......................................................
Vesting of management stock ...............................................................
Other non-cash st~,ck charges relating to corporate expenses ...............
Deferred income taxes ..........................................................................
Amortization of SofiNet Systems revenue ...........................................
Termination of Sol, Net Systems agreement .........................................
Amortization of deferred financing costs .........................................
Cumulative effect of accounting change, net of tax .........................
Changes in assets and liabilities, net of effects fi-om acquisitions:
Subscriber accounts receivable, net ..................................................
Prepaid expenses and other assets .....................................................
Accounts payable and accrued expenses ...........................................
Deferred revenue ...............................................................................
Net cash flows provided by operating activities ............................
CASH FLOWS USED IN INVESTING ACTIVITIES: Capital expenditures .................................................................................
Acquisitions of cable television systems ......... : ........................................
Other investing activities ..........................................................................
Net cash flows used in investing activities ....................................
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:.
New borrowings .......................................................................................
Repayment of debt ...................................................................................
Net proceeds from sale of Class A common stock ...................................
Proceeds from issuance of common stock in employee stock purchase
plan and options exercised ....................................................................
Repurchase of Class A common stock ....................................................
Financing costs .........................................................................................
Net cash flows provided by financing activities ............................
Net (decrease) increase in cash and cash equivalents ...................
CASH AND CASH EQUIVALENTS, beginning of year ...........................
CASH AND CASH EQUIVALENTS, end of year: .................................... $
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest $
319,435 310,785 178,33l
329 28,488
13,877' 8,44t
5,323 2,904 3,781
24,473
7,183
(687)
(287)
(29,957)
5,725
1,642
(2,502)
(10,601) (10,560) (980)
3,400 (9,423) 491
(6,611) 138,591 13,296
3,855 31,998 (4)
174,203 258,625 95,527
(408,314) (285,396) (183,518)
(6,548) (2,113,336) (112,142)
(6,740) (4,215) (1,450)
(421,602) (2,402,947) (297,110)
539,750 2,396,000 318,000
(318,750) (585,000) (470,000)
432~15 354,095
1,263 598 310
(5,963) (658)
(984) (41,036) (485)
215,316 2,203,477 201,262
(32,083) 59,155 (321)
63,307 4,152 4,473
31,224 $ 63,307 $ 4,152
201,275 $ 91,842 $ 74,811
The accompanying notes t,o consolidated financial statements
are an integral part of these statements.
55
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(i) Organization
Mediacom Communications Corporation ("MCC," and collectively with its direct and indirect subsidiaries, the
"Company") is involved in the acquisition and development of cable systems serving smaller cities and towns in the
United States. Through these cable systems, the Company provides entertainment, information and
telecommunications services to its subscribers_ As of December 31, 2002, the Company was operating cable systems
in 23 states, principally Alabama, California, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky,
Minnesota, Missouri, North Carolina and South Dakota.
MCC, a Delaware corporation organized in November 1999, completed an initial public offering on February 9,
2000. Prior to the initial public offering, MCC had no .assets, liabilities, contingent liabilities'or operations_
Immediately prior to the completion of its initial public offering, MCC issued shares of its Class A and Class B
common stock in exci'[ange for all of the outstanding membership interests in Mediacom LLC, a New York limited
liability company orghnized in July 1995. As a result of this exchange, Mediacom LLC became a wholly-owned
subsidiary of MCC.
Mediacom Broadband LLC, a wholly-owned subsidiary of MCC, was organized as a Delaware limited liability
~ompany in April 2001 for the purpose of acquiring cable systems from AT&T Broadband, LLC in the states of
Georgia, Illinois, lowa and Missouri (the "AT&T cable systems"). The Company completed the acquisitions of the
AT&T cable systems in June and July 2001.
(2) Summary of Significant Accounting Policies
Basis of Preparation of Consolidated Financial Statements
The consolidated financial statements include the accounts of MCC and its subsidiaries. All significant
intemompany transactions and balances have been eliminated. The preparation of the consolidated financial
statements in conformity with generally accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Revenues include amounts billed to customers for services provided, installations, advertising and other services.
Revenues from basic, premium, pay-per-view and data services are recognized when the services are provided to the
customers. Installation revenues are recognized to the extent of direct installation costs incurred, Advertising sales
are recognized in the period that the advertisements are exhibited. Franchise fees are collected on a monthly basis and
are periodically remitted to local franchise authorities. Franchise fees collected and paid are reported as revenues and
expenses.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash
equivalents.
Concentration of Credit Risk
The Company's accounts receivable are comprised of amounts due from subgcribers in varying regions
throughout the United States_ Concentration of credit risk with respect to these receivables is limited due to the large
number of customers comprising the Company's customer base and their geographic dispersion. The Company
invests its cash with high quality financial institutions~ ..
56.
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investments consist of equity securities_ Management classifies these securities as available-l~or-sale securities
under the provisions defined in the Statement of Financial Accounting Standards No. t 15, "Accounting for Certain
Investments in Debt and Equity Securities." Available-for-sale securities are carried at market value, with unrealized
gains and losses reported as a component of accumulated comprehensive income (loss). Ifa decline in the fair value
of the security is judged to be other than temporary, a realized loss will be recorded.
Inventory
Inventory consists primarily of fiber-optic cable, coaxial cable, electronics, hardware and miscellaneous tools and
are stated at the lower of cost or market. Cost is determined Using the t-n-st-in first-out (FIFO) method.
Property, Plant dnd Equipment
Properly, plant and equipment is recorded at cost. 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. The Company also capitalized interest in
connection with cable system constmcfion of approximately $6.8 million and $4.2 million for the years ended
December 31, 2002 and 2001, respectively_ Capitalized costs are charged 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_
Amounts incurred for repairs and maintenance are charged to opemfions in the period incurred.
Depreciation is calculated on a straight-line basis over the following useful lives:
Buildings ...................................................... ~ .....................................................
Leasehold improvements ....................................................................................
Cable systems and equipment ............................................................................
Subscriber devices ..............................................................................................
Vehicles .......................................................................... : ...................................
Furniture, fixtures and office equipment ............................................................
40 yearn
Life of respective lease
5 to 10years
5 years
5 years
5 to 10 years
Definite-Lived Intangible Assets
Definite-lived intangible assets include subscn'ber lists and covenants notto compete. Amortization of definite-
lived intangible assets is calculated on a straight-tine basis over the following lives:
Subscriber lists ................................................................................................... 5 to 10 years
Covenants not to compete .................................................................................. 3 to 7 years
As of December 31, 2002, these amortizable definite-lived intangibl~e assets had a gross value of $173.5 million,
with accumulated amortization of $130.1 million_ The Company's estimated aggregate amortization expense for 2003
through 2007 and beyond is $23.5 million, $2.6 millibn, $2.6 million, $2.6 million, $2~6 million, and $9.5 million,
respectively.
57
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Indefinite-Lived Intangible Asset~
Indefinite-lived intangible assets include franchise costs and goodwill. The Company has adopted Statement of
Financial Accounting Standards No. 141 ("SFAS 141") "Business Combinations" and No. 142 ("SFAS 142")
"Goodwill and Other Intangible Assets". SFAS 141 requi~s all business combinations initiated after June 30, 2001 to
be accounted for using the purchase method. Adoption of SFAS 141 had no effect on the Comi>any's results of
operations or financial position as the Company accounts for all acquisitions under the purchase method. The
provisions of SFAS 142, which were adopted by the Company on January t, 2002, prohibit the amortization of
goodwill and indefinite-lived intangible assets and require such assets to be tested annually for impairment, or more
fi-equently if impairment indicators arise. The Company has determined that its cable fi'anchise costs are indefinite-
lived assets. Upon adoption, the Company performed initial impairment tests and determined that there was no
impairment. The Company conducted its annual impairment tests as of September 30, 2002, utilizing discounted cash
flow analysis, and ttle~ did not result in any impairment of goodwill or indefinite-lived intangible assets. The impact
of adopting SFAS f42 was to reduce amortization expense by $144.9 million for the year ended December 31, 2002.
The following table provides a reconciliation of the pro forma results of operatious for the years ended December
31, 2001 and 2000 to the pre forma net loss that would have been reported had franchise cost and goodwill
amortization not been recorded as of January 1, 2000, assuming the purchase of the AT&T cable systems had been
consummated as of January 1, 2000:
2001 2000
(in thousands, except per
share data)
(unaudited)
Pro forma net loss (See note 4) ...................................................................... ~... $ (266,924) $ (350,890)
Add back: franchise cost amortization .......................................................... · 129,978 129,978
Add back: goodwill amortization .................................................................. 14,955 14,955
Adjusted pro forma net loss ............................................................................... $ (121,991) $ (205,957)
Pro forma basic and diluted loss per share (See note 4) ....................................$ (2.52) $ (4. t 9)
Add back: franchise cost amortization .......................................................... 1.23 1.55
Add back: goodwill amortization ................................................................... 14 .18
Adjusted pro forma basic and diluted loss per share ......................................... $ (l. 15) $ (2.46)
Impairment of Long-Lived Assets
The Company follows the provisions of Statement of Financial Accounting Standards No. 144 ("SFAS 144"),
"Accounting for the Impairment or Disposal of Long-Lived Assets" SFAS 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 has been no impairment of long~lived assets of the
Company under SFAS 144. The Company adopted SFAS 144 as of January 1, 2002.
O~erA~ets
Other assets include debt financing costs of apProximatel3~ $46.0 million and $52.2 million as of December 31,
2002 and 2001, respectively. Financing costs incurred to raise debt are deferred and amortized over the expected term
of such financings and are included in other expense (income).
58-
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTs
Accounting for Derivative Instruments
Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instnunents and Hedging Activities". As a result, the Company recorded an afier
tax charge of approximately $1.6 million, as a change in accounting principle, in the first quarter of 2001. The
Company uses interest rate exchange agreements in order to fix the interest rote for the duration of the contract to
hedge against interest rate volatility.
Comprehensive Loss
The Company adopted Statement of Financial Accounting Standards No. '130 ("SFAS 130"), "Reporting
Comprehensive Income," which establishes standards for reporting and displaying comprehensive loss and its
components in the cgn?lidated financial statements. In accordance with SFAS 130, the Company records temporary
unrealized gains and logses on investments as a component of accumulated comprehensive loss.
Income Taxes
Prior to MCC's initial public offering, Mediacom LLC, the predecessor company to MCC, was a New York
limited liability company and was not required to account for income taxes. Currently, the Company recognizes
deferred tax assets and liabilities for the future tax consequences aaxibutable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to
reduce deterred tax assets to the amount expected to be realized.
Stock Options
The Company accounts for its stock option plans under Accounting Principles Board Opinion No. 25, ("APB 25")
"Accounting for Stock Issued to Employees". Accordingly, compensation cost of stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of gratu over the option exercise price
and is charged to operations over the vesting period. See Note 15 for pro forma information relating to treatment of
the Company's stock option plans under Statement of Financial Accounting Standards No. 123, ("SFAS 123")
"Accounting for Stock-Based Compensation".
Segment Reporting
In accordance with Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related. Informat~o, segments have been, identified based upon management responsibility.
Management has identified cable services as the Company's one reportable segment.
Reclassifications
Certain reclassifications have been made to prior year's amounts to conform to the current year's presentation.
Recent Accounting Pronouncements
In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transifion and Disclosure" ("SFAS 148"), which (i)
amends SFAS Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee
compensation; (ii) amends the disclosure provisions Of SFAS 123 to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation;
and (iii) amends APB Opinion No. 28, "Interim Financial Reporting," to require disclosure about those effects in
interim financial information_ ltems (ii) and (iii) of the new requiremg~ts in SFAS i48 are effective for financial
statements for fiscal years ending after December 15, 2002.
59
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Loss per Share
The Company calculates loss per share in accordance with Statement Financial o~' Accounting Standards No. 128
("SFAS 128'), "Earnings per Share." SFAS 128 computes basic loss per share by dividing the net loss by the
weighted average number of shares of common stock outstanding during the period. Diluted loss per share is
computed by dividing the net loss by the weighted average number of shares of cormnon stock outstanding during the
period plus the effects of any potentially dilutive securities. Due to its current losses, the Company does not have any
additional securities outstanding that would have a dilutive effect on the weighted average common shares
outstanding. The effects of stock options and convertible debt were anti-d~utive because the Company generated net
losses for the periods presented. Accordingly, diluted loss per share equaled basic loss per share. If the Company did
not have net losses for the years ended December 31, 2002 and 2001, the number of dilutive shares that would have
been included in the earnings per share calculation totaled 20,000 and 18,200, respectively. For the year ended
December 31,200~'~ere were no dilutive shares that would have been included in the earnings per share calculatinn.
The following table summarizes the Company's calculation of basic and diluted loss per share for the years ended
December 31, 2002, 2001 and 2000:
2002 2001 2000
(in thousands, except per share data)
Net loss ................................................................................... $ (161,658) $ (190,876) $ (149,847)
Basic and diluted loss per share ....... : ...................................... $ (1.35) $ (1.80) $ (1.79)
Weighted average common shares outstanding ...................... 119,608 105,780 83,803
(4) Acquisitions
The Company has made acquisitions of cable systems to increase the number of customers and markets it serves.
These acquisitions were accounted for using the purchase method of accounting, and accordingly, the purchase price
of these acquired systems 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 acquired systems have been included with
those of the Company since the dates of acquisition.
2001
On June 29, 2001, the Company acquired cable systems serving approximately 94,000 subscribers in the state of
Missouri from affiliates of AT&T Broadband, LLC, for a pumhase price of approximately $300.0 million. This
acquisition was financed with a portion of the net proceeds from the Company's public offering of 29.9 million shares
of its Class A common stock (See Note 8).
On July 18, 2001, the Company acquired cable systems serving approximately 706,000 basic subscribers in the
states of Geo~ia, Illinois and Iowa from affiliates of AT&T Broadband, LLC, for an aggregate purchase price of
approximately $1.76 billion. This acquisition was financed with a portion of the net proceeds from the Company's
public offerings of 29.9 million shares of Class A common stock and 5¼% convertible senior notes due 2006, the net
proceeds of the 11% senior notes due 2013 and borrowings under the Company's bank credit facilities (See Notes 7
and 8).
60'
MEDIACOM COMMUNICATIONS CORPORATION ANI) SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The opening unaudited balance sheet for the cable systems acquired in 2001 was as follows (dollars in thousands)~
Accounts receivable ................................................................................... ~ ............................. $ 7,744
Property, plant and equipment .................................................................................................. 579,185
Intangible assets ....................................................................................................................... 1,477,406
Accrued expenses .................................................................................................................... (6,256)
Total ................................................................................................................ ~ ................... $ 2,058,079
2000
During 2000, the Company completed nine acquisitions of cable systems serving 53,000 basic subscribers for an
aggregate purchase 15n'.~e of $109.2 million. The cable systems serve communities in the states of Alabama, Illinois,
Iowa, Kentucky, 19linnesota and South Dakota. These acquisitions were financed with borrowings under the
Company's bank credit facilities (See Note 7).
Summarized below are the pro forma unaudited results of operations for the years ended December 31,2001 and
2000, assuming the purchase of the AT&T cable systems and the systems acquired in 2000, had been consummated as
of January 1, 2000. Adjustments have been made to: (i) depreciation and amortization reflecting the fair value of the
assets acquired; and (ii) 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 on the date
indicated or which may be obtained in the future.
2001 2000
(in thousands, except per
share data)
Revenues ......................................................................................................... $ 834,126 $ 787,932
Operating loss .................................................................................................. (86,416) (79,56a)
Net loss before cumulative effect of accounting change ................................. (265,282) (350,890)
Net loss ............................................................................................................ (266,924) (350,890)
Basic and diluted loss per share ....................................................................... $ (2.52) $ (4.19)
Weighted average common shares outstanding .................... : .......................... 105,780 83,803
(5) Property, Plant and Equipment
As of December 31, 2002 and 2001, property, plant and equipment consisted off
Land and land improvements ....................................................................... $
Buildings and leasehold improvements .........................................................
Cable systems, equipment and subscriber devices ........................................
Vehicles .........................................................................................................
Furniture, fixtures and office equipment .......................................................
2002 2001
(dolla~ inthousands)
6,536 $ 945
37,748 13339
1,984,694 1,603,041
46,007 24,669
21,476 12,704
Accumulated depreciation .............................................................................
Property, plant and equipment, net ................................................................ $1,465,034
2,096,461 1,654,798
(631,427) (374,268)
$ 1,280,530
61
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Depreciation expense for the years ended December 31, 2002, 2001 and 2000 was approximately $286.4 million,
$185.1 million and $107.0 million, respectively.
(6) Intangible Assets
The following table summarizes the net asset value for each intangible asset category as of December 31, 2002
and 2001 (dollars in thousands):
2002~ Gross Asset
Value
Franchise costs ~..~. ................................................................ $1,949,670
Goodwill ............. ;~ ................................................................ 224,318
Subscriber lists ..................................................................... 167,846
Covenants not to compete .................................................... 5,695
Accumulated Net Asset
Amortization Value
$ 141,777 $1,807,893
3,231 221,087
124,808 43,038
5,309 386
$2,347,529 $ 275,125 $2,072,404
2001 Gross Asset
Value
Franchise costs ..................................................................... $ 2,241,783 $ 154,793
Goodwill ............................................................................... 19,514 3,231
Subscriber lists ..................................................................... 135,096 87,753
Covenants not to compete .................................................... 5,700 4,511
$ 2,402,093 $ 250,288
Accumulated Net Asset
Amortization Value
$ 2,086,990
16,283
47,343
1,189
$2,151,805
Amortization expense for the years ended December 3 t, 2002, 2001 and 2000 was approximately $33.0 millio~
$125.7 million and $71.3 million, respectively.
(7) Debl
As of December 31, 2002 and 200 I, debt consisted off
2002 2001
(dollars in thousands)
Bank credit facilities .................................................................................... $ 1,621,500 $ 1,400,500
8 ~% senior notes ........................................................................................ 200,000 200,000
7%%senior notes ......................................................................................... 125,000 125,000
9~% senior notes ......................................................................................... 500,000 500,000
11% senior notes ......................................................................................... 400,000 400,000
5¼%convert~le seninr notes ...................................................................... 172,500 172,500
$ 3,019,000 $ 2,798,000
Bank Credit Facilities
On September 30, 1999, operating subsidiaries of Mediacom LLC entered into a $550.0 million senior secured
credit facility, consisting ora $450.0 million reducing revolving credit facility and a $100.0 million term loan (the
"Mediacom USA Credit Agreement"l_ The revolving credit facility expires on March 31, 2008. and is subject to
earlier expiration on June 30, 2007 if Mediacom LLC does not refinance the 8½% Senior N. otes by March 31, 2007.
62
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The revolving credit facility makes available a maximum commitment amount for a period of up to eight and one-half
years, which is subject to quarterly reductions, beginning September 30, 2002, ranging from 1.25% to 17.50% of the
original commitment amount. As of December 31, 2002, the maximum commitment amount available under the
revolving credit facility was $438_8 million, and $245.5 million was outstanding under such facility. For the year
ended December 31, 2003, the maximum commitment amount under the revolving credit facility will be reduced by
$22.5 million, or 5% of the original commitment amount. The Mediacom USA Credit Agreement requires mandatory
reductions of the revolving credit facility from excess cash flow, as defined therein, which began on December 31,
2002. The term loan matures on September 30, 2008, and is subject to repayment on September 30, 2007 if Mediacom
LLC does not refinance the 8½% Senior Notes by March 31, 2007. The term loan is payable in quarterly installments
which began on September 30, 2002. As of December 3 t, 2002, the outstanding debt under the term loan was $99.5
million. For the year ended December 31, 2003, the outstanding debt under the term loan will be reduced by $1.0
million or 1% of the original amount of the term loan. The Mediacom USA Credit Agreement provides for interest at
varying rotes bused tlpfin various borrowing options and the attainment of certain financial ratios, and for commitment
fees of ~A% to 3/s%-per annum on the unused portion of available credit under the reducing revolver credit facility.
Interest on outstanding revolver loans is payable at either the eurodollar rote plus a floating percentage ranging from
0.75% to 2.25% or the base rate plus a floating percentage ranging from 0% to 1.25%. Interest on the term loan is
payable at either the eurodollar rote plus a floating percentage ranging from 2.50% to 2.75% or the base rote pins a
floating rote percentage ranging fi'om 1.50% to 1.75%.
On November 5, 1999, operating subsidiaries of Mediacom LLC entered into a $550.0 million senior secured
credit facility, consisting of a $450.0 million reducing revolving credit facility and a $100.0 million term loan (the
"Mediacom Midwest Credit Agreement"). The revolving credit facility expires on June 30, 2008, and is subject to
earlier expiration on September 30, 2007 if Mediacom LLC does not refinance the 8~% Senior Notes by March 31,
2007. The revolving credit facility makes available a maximum commitment amount for a period of up to eight and
one-half years, which is subject to quarterly reductions, beginning September 30, 2002, ranging from 1.25% to 8.75%
of the original commitment amount. As of December 31, 2002, the maximum commitment amount available under
the revolving credit facility was $438.8 million, and $278.7 million was outstanding under such facility. For the year
ended December 3 l, 2003, the maximum commitment amount under the revolving credit facility will be reduced by
$22.5 million, or 5% of the original commitment amount. The Mediacom Midwest Credit Agreement requires
mandatory reductions of the revolving credit facility fi.om excess cash flow, as defined therein, which began on
December 31, 2002_ The term 10an matures on December 31, 2008, and is subject to repayment on December 31,
2007 if Mediacom LLC does not refinance the 8~% Senior Notes by March 31, 2007. The term loan is payable in
quarterly installments which began on September 30, 2002. As' of December 31, 2002, the outstanding debt under the
term loan was $99.8 million. For the year ended December 31, 2003, the outstanding debt under the term loan will be
reduced by $1.0 million or 1% of the original amount of the term loan. The Mediacom Midwest Credit Agreement
provides for interest at varying rates based upon various borrowing options and the attainment of certain financial
ratios, and for commitment fees of'/*% to 3/,% per annum on the unused portion ofavaifabte credit under the reducing
revolver credit facility. Interest on the outstanding revolver loans.is payable at either the eurodollar rate plus a floating
percentage ranging fi.om 0.75% to 2.25% or the buse rate plus a floating percentage ranging from 0% to 1.25%.
Interest on the term loan is payable at either the eurodollar rate plus a floating percentage ranging from 2.50% to
2.75% or the base rate plus a floating rate percentage ranging from 1.50% to 1.75%.
On July 18, 2001, the operating subsidiaries of Mediacom Broadband LLC entered into a $1.4 billion senior
secured credit facility, consisting of a $600.0 million revolving credit facility, a $300.0 million tranche A term loan
and a $500.0 million tranche B term loan ("Mediacom Broadband Credit Agreement" and together with the Mediacom
USA Credit Agreement and the Mediacom Midwest Credit Agreement. the "Bank Credit Agreements"). The
revolving credit facility expires on March 3 I, 2010, and commitments under the revolving credit facility are subject to
quarterly reductions beginning on December 31, 2004~ ranging from 2.00% to 8.00% of the original commitment
amount. As of December 31, 2002, $98.0 million wus outstanding under the revolving credit facility. The tranche A
term loan matures on March 31, 2010 and the tranche B term loan matures on September 30, 2010. The term loans are
payable in quarterly installments beginning on September 30, 2004. '/he Mediacom Broadband Credit Agreement
requires mandatory reductions of the revolving credit f~icility from exc/~ss cas~ flow, as defined therein, begiuning
63
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004. The Mediacom Broadband Credit Agreement provides for interest at varying rates based upon
various borrowing options and the a'aainment of certain financial ratios, and for commitment fees of 3/s% to 5/s% per
armum °n tbe unused portion of available credit undar the revolving credit facility Interest on outstanding revolviag
loans and the tranche A term loan is payable at either the eurodollar rate plus a floating percentage ranging from
1.00% to 2.50% or the base rate plus a floating percentage ranging from 0.25% to 1.50%. Interest on the tranche B
term loan is payable at either the eurodollar rate plUS a floating percentage ranging from 2.50% to 2.75% or the base
rate plus a floating percentage ranging fi-om 1.50% to 1.75%.
The Bank Credit Agreements require the Company to maintain compliance with certain financial covenants
including, but not limited to, leverage, interest coverage and pro forma debt service coverage or debt service coverage
ratios, as defined therein. The Bank Credit Agreements ~ilso require compliance with other covenants including, but
not limited to, limitations on mergers and acquisitions, consolidations and sales of certain assets, liens, the incurrence
of additional indebtfid*r~ess, certain restricted payments, and certain transactions with affiliates. The Company was in
compliance with all covenants of the Bank Credit Agreements as of December 3 I, 2002.
The Mediacom USA Credit Agreement and the Mediacom Midwest Credit Agreement are collateralized by
Mediacom LLC's pledge of all its ownership interests in its operating subsidiaries and is guaranteed by Mediacom
LLC on a limited recourse basis to the extent of such ownemhip interests. The Mediacom Broadband Credit
Agreement is collateralized by Mediacom Broadlmnd LLC's pledge of all its ownemhip interests in its operating
subsidiaries and is guaranteed by Mediacom Broadband LLC on a limited recourse basis to the extent of such
ownership interests.
The average interest rate on debt outstanding under the Bank Credit Agreements was 4.3% and 5.5% for the year
ended December 31, 2002 and December 3 I, 2001, respectively, before giving effect to the interest rate exchange
agreements discussed below. As of December 31, 2002, the Company had approximately $844.0 million of unused
bank commitments under the Bank Credit Agreements.
The Company uses interest rate exchange agreements in order to fix the interest rate for the duration of the
contract to hedge against interest rate volatility. As of December 31, 2002, the Company had interest rate exchange
agreements with various banks pursuant to which the interest rate on $790.0 million is fixed at a weighted average rate
of approximately 4.0%, plus the average applicable margin over the eurodollar rate option under the bank credit
agreements. Under the terms of the interest rate exchange agreements~ which expire fi'om 2003 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.
The fair value of the interest rate exchange agreements is the estimated mount that the Company wOuld receive
or pay to terminate such agreements, taking into account current inter,at rates and the current creditworthiness of the
Company's counterparties. At December 31, 2002, the Company would have paid approximately $24.0 million if
these agreements were terminated, inclusive ofaccreed interest.
Senior Notes
On April 1, 1998, Mediacom LLC and its wholly-owned subsidimy, Mediacom Capital corporation, a New York
corporation, jointly issued $200.0 million aggregate principal amount of 8½% senior notes due on April 2008 (the
"8¼% Senior Notes"). The 8½% Senior Notes are unsecured obligations ofMediacom LLC, and the inden~tre for the
8~% Senior Notes stipulates, among other things, restrictions on incurrenco, of indebtedness, distributions, mergers
and asset sales and has cross-default provisions related to other debt of Medincom LLC. Mediacom LLC was in
compliance with the indenture governing the 8½% Senior Notes as &December 31, 2002.'
64'
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On February 26, 1999, Mediacom LLC and Mediacom Capital Corporation jointly issued $125.0 million
aggregate principal amount of 7*/s% senior notes due on February 20 t I (the "77/s% Senior Notes"). The 7%% Senior
Notes are unsecured obligations of Mediacom LLC, and the indenture for the 77/s% Senior Notes stipulates, among
other things, restrictions on incurrence of indebtedness, distributions, mergers and asset sales and has cross4efault
provisions related to other debt of Mediacom LLC. Mediacom LLC was in compliance with the indenture governing
the T/s% Senior Notes as &December 31, 2002.
On January 24, 2001, Mediacom LLC and its wholly--owned subsidiary, Mediacom Capital Corporation,
completed an offering of $500.0 million of 9½% senior notes due January 2013 (the "9¼% Senior Notes"). The 9~%
Senior Notes are unsecured obligations of Mediacom LINC, and the indenture for the 9~% Senior Notes stipulates,
among other things, restrictions on inanrrence of indebtedness, distributions, mergers, and asset sales and has cross-
default provisions related to other debt of Mediacom LLC. Mediacom LLC was in compliance with the indenture
governing the 9½%_Sehior Notes as of December 3 I, 2002.
On June 29, 2001, Mediacom Broadband LLC and its wholly-owned subsidiary, Mediacom Broadband
Corporation, a Delaware corporation, completed an offering of $400.0 million in aggregate principal amount of 1 I%
Senior notes due July 2013 (the "11% Senior Notes"). The l 1% Senior Notes are unsecured obligations of Mediacom
Broadband, and the indenture for the 11% Senior Notes stipulates, among other things, restrictions of incarrence of
indebtedness, distributions, mergers and assets sales and has cross-default provisions related to other debt of
Mediacom Broadband. Mediacom Broadband was in compliance with the indenture governing the 1 t% Senior Notes
as of December 31, 2002.
Convertible Senior Notes
On June 27, 2001, the Company issued $172.5 million aggregate principal amount of 5'A% convertible senior
notes ("Convertible Senior Notes") due July 2006. The Convertible Senior Notes are convertible at any time at the
option of the holder into the Company's Class A common stock at an initial conversion rate of 53.4171 shares per
$1,000 principal amount of notes, which is equivalent to a price of $18.72 per share. The conversion rate is subject to
adjustment as specified in the indenture governing the Convertible Senior Notes. The Company may redeem the
Convertible Senior Notes at 101_313% of par value from July 5, 2004 thirough June 30, 2005 and at par value
thereafter.
Fair Value and Debt Maturities
The fair value of the Company's bank credit facilities apProximate the carrying value. The fair value at December
31, 2002 of the 8½% Senior Notes, the 77/8% Senior Notes, the 9~% Senior Notes and the 11% Senior Notes was
approximately $181.0 million, $104.0 million, $456.0 million and $421.0 million, respectively. The fair value at
December 3 l, 2002 of the Convertible Senior Notes was approximately $144.0 million.
The stated maturities of atl debt outstanding as of December 31, 2002 are as'follows (dollars in thousands):
2003 ................................................................................................................................... $ 2,000 ·
2004 ................................................................................................................................... 10,500
2005 .................................................................................................................................. 57,000
2006 ................................................................... , ............................................................... 383,750
2007 ................................................................................................................................... 247,000
Therea~er ......................................................................................................................... 2,318,750
$ 3,019,000
65
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($) Stockholders' Equity
The Company has authorized 300,000,000 shares of Class A common stock, $0.01 par value and I00,000,000
shares of Class B common stock, $0.01 par value. The holders of Class A and Class B common stock are entitled to
vote as a single class on each matter in which the shareholders of the Company are entitled to vote. Each Class A
share is entitled to one vote and each Class B share is entitled to ten votes.
On February 9, 2000, MCC completed an initial public offering of 20.0 million shares of Class A common stock
at $19.00 per share. The net proceeds, after underwriting discounts and other expenses of approximately $25.9
million, were $354.1 million. Immediately prior to the completion of the initial public offering, MCC issued
40,657,010 shares of Class A common stock and 29,342,990 shares of Class B common stock in exchange for all the
outstanding member.sh~ip interests in Mediacom LLC.
?
In May 2000, the Company announced that its Board of Directors had authorized a repurchase program pursuant
to which MCC may purchase up to $50.0 million of its Class A common stock, in the open market or through privately
negotiated transactions, subject to certain restrictions and market conditions. During 2000, MCC repurchased 80,000
shares of its Class A common stock for an aggregate cost of $0.7 million at share prices ranging fi.om $8.00 to $10.75
per share. MCC did not repurchase any shares of its Class A common stock during 2001. During 2002, MCC
repurchased 1,536,744 shares of its Class A common stock for an aggregate cost of approximately $6.0 million at
share prices ranging fi.om $3.59 to $4.29 per share. '
On June 27, 2001, MCC completed a public offering of 29.9 million shares of its Class A common stock at $15.22
per share. The net proceeds, after underwriting discounts and other expenses of approximately $22.2 million, were
$432.9 million.
The Company maintains Employee Stock Purchase Plans ("ESPP'). Under the plans, all employees are allowed
to participate in the purchase of MCC's Class A Common Stock at a 15% discount on the date of the allocation.
Shares purchased by employees amoun~d to 176,600 and 35,000 in 2002 and 2001, respectively. The net proceeds to
the Company were approximately $1.a million and $0.5 million in 2002 and 2001, respectively. Compensation
expense was not recorded on the distribution of these shares in accordance with APB No. 25.
(9) Income Tax
Income tax expense relates to minimum state and local taxes and capital taxes that the Company is required to pay
in certain jurisdictions. At December 31, 2002, the Company had net operating loss carryforwards of approximately
$700.0 million which will expire in the years 2020 through 2022. The tax benefit of such operating loss carryforwards
will be credited to income when realization is considered more likely than not.
The reconciliation of the income tax expense at the United States federal statutory rote to the actual income tax
expense is as follows (dollars in thousands):
2002
2001 2000
Tax benefit at the United States statutory rote ................. $ (54,896) $ (66,201) $ (52,359)
Compensation due to issuance of stock.., ........................ 11,423
State taxes, net of federal tax benefit ............................... 700 774 250
Other ................................................................................ 5
Losses not benefited ........................................................ 54,396 65,514 40,931
Total income tax expense .................................... :... $ 200 $ 87 $ 250
66'
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's net deferred tax liability ~:onsists oftbe following (dollars in thousands):
Deferred tax asset:
Unrealized loss on marketable securities ................................ ; ..........
Reserves and other .............................................................................
Net operating loss carryforwards .......................................................
Gross tax assets .........................................................................................
Less: Valuation allowance ..............................................................
Deferred tax assets ....................................................... :....: ........................
Deferred tax liabilities:
Property, pJa~ut and equipment..i ............................................ :.: .........
Net deferred tax li~bility ............................................................................ $
2002 2001
$ 11,527 $ 11,527
28,650 6,841
280,163 174,591
320,340 192,959
(182,518) (11~458)
13~822 76,501
137,822 76,501
$
(10) Related Party Transactions
Prior to MCC's initial public offering in February 2000, separate management agreements between Mediacom
Management Corporation ("Mediacom Management"), a Delaware corporation, and each of Mediacom LLC's
operating subsidiaries provided for Mediacom Management to be paid compensation for management services
performed for the Company. Upon MCC's initial public offering, all management agreements with Mediacom
Management were terminated and replaced with management agreements between MCC and each operating
subsidiary. Mediacom Management's employees became MCC's employees and its corporate expense became
MCC's corporate expense. The management fee expenses recorded prior to the initial public offering are reflected as
corporate expenses in the consolidated statements of operations. The Company incurred management fees under the
management agreements of Mediacom Management of approximately $0.6 million for the year ended December 31,
2000.
Prior to MCC's initial public offering, the Company recorded a deferred stock expense in 1999 of approximately
$25.1 million relating to additional ownemhip units of Mediacom LLC that were issued to the sole owner of
Mediacom Management (the "Manager"), who is the Chairman and Chief Executive Officer of MCC. This deferred
expense represented the future benefit of reduced management fees. During 1999, the Company recorded a non-cash
stock charge of approximately $0.6 million in its consolidated statements of operations for the amortization of this
future benefit. The remaining balance of approximately $24.5 million was recognized as a non-cash stock charge
relating to corporate expense during the year ended December 31, 2000 as a result of MCC's initial public offering and
the termination of all management agreements with Mediacom Management.
One of the Company's directors is a parmer of a law f'trm that performs various legal services for the Company.
For the years ended December 31, 2002, 2001 and 2000, the Company paid approximately $1.3 million, $3.4 million
and $1.4 million for services performed, respectively.
(11) Employee Benefit Plans
Substantially all employees of the Company are elig~le to participate in a defined contribution plan pursuant to
the Internal Revenue Code Section 401(k) (the "Plan"). Under such Plan, eligible employees may contribute up to
15% oftbeir curreht pre-tax compensation_ The Plan permits, but does not require, matching contributions and non-
matching (profit sharing) contributions to be made by the Company up to a maximum dollar amount or maximum
percentage of participant contributions, as determined ~'nnually by the Company. The Company presently matches
50% on the first 6% of employee contributions. The Company's contributions under the Plan totaled approximately
$t_8 million, $I~I million and $0.6 million for the years ended December 31, 2002, 2001 and 2000, respectively.
67
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-¸%
(12) Commitments and Contingencies
Under various lease and rental agreements for offices, warehouses and computer terminals, the Company had
rental expense of approximately $5.0 million, $4.7 million and $2.5 millinn for the years ended December 31, 2002,
2001 and 2000, respectively. Future minimum annual rental payments are as follows (dollars in thousands):
2003 ................................................................................................................................. $ 3,341
2004 .............................................................. ~ .................................................................. 2,316
2005 ................................................................................................................................ 1,65g
2006 ................................................................................................................................. 1,373
2007 ................................................................................. ~ ............................................... 1}119
Thereafter .................................................................................................................... ~... 5,720
In addition, the'~ompany rents utility poles in its operations generally under short-term arrangements, but the
Company expects these arrangements to recur. Total rental expense for utility poles was approximately $7.0 million,
$4.6 million and $3.0 million for the years ended December 31, 2002, 2001 and 2000, respectively.
As of December 3 I, 2002, approximately $11.0 million of letters of credit were issued in favor of various parties
to secure the Company's performance relating to insurance and fi'anchise requirements and pole rentals.
Legal Proceedings
There are no material pending legal proceedings to which the Company is a party or to which any of the
Company's properties are subject.
(13) SoftNet Systems
As of January 31, 2001, the Company formally terminated its relationship with SoftNet Systems in all material
respects. The Company recognized revenue of approximately $0.3 million for the period ended January 31, 2001 and
recognized the remaining deferred revenue of approximately $30.0 million as other income in the consolidated
statements of operations in the first quarter of 2001.
(14) Employment Arrangements
During 1999, the Company recorded a deferred non-cash stock expense of approximately $27.0 million relating to
the grant of membership units of Mediacom LLC to certain employees for past and future services. These units vest
over five years. Upon MCC's initial public offering, all outstanding membership units were redeemed and convened
to common shares of MCC. During 2002, the vesting of the deferred non-cash stock expense was accelerated, and
accordingly, the remainder of the related charges were expensed. For the years ended December 31, 2002, 2001 and
2000, the Company recorded a non-cash stock charge of approximately $5.3 million, $2.9 million and $3.8 million,
respectively, in its consolidated statements of operations, relating to the vested and non-forfeitable shares or
membership units.
(15) Stock Options
As of December 20, 1999, the Board of Directors of the Company adopted the 1999 Stock Option Plan for
officers, directors and employees. Options granted under this plan have a ten year life and vest at various times over a
five year period. Our Board of Directors authorized 9,000,000 shat~ of common stock to be granted as options under
this plan. A maximum of 7,000,000 of these shares of common stock may be granted as incentive stock options. As
of Deeember 31, 2002, options for 4,393,855 shares (the "Employee Options") had been granted under the 1999 Stock
Option Plan, consisting of 3,444,963 shares of Class A common stock ap.d 948,892 shares of Class B common stock.
68'
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition to the above stock option grants, immediately prior to the completion of the initial public offering,
certain employees received options to purchase 7,200,000 shares of Class B common stock in exchange for the
elimination of the balance of the provision providing for a special allocation of membership interests in Mediacom
LLC. With the exception of such options held by the manager to purchase approximately 6,900,000 shares of
common stock, such options: (i) vest over five years which vesting period is deemed to have commenced for these
certain members of the management team on various dates prior to the initial public offering; and (ii) are subject to
forfeiture penalties to the manager during the three year period between the date the options become vested and the
date such certain employee terminates employment with the Company. The options to purchase 6,900,000 shares of
conmaon stock held by the manager were fully vested upon completion of the initial public offering.
The following table summarizes information concerning 'stock option activity for the years ended December 31,
2002 and 2001:
Outstanding at January 1, 2000 ..............................................................
Gmnted ...................................................................................................
Exercised ................................................................................................
Forfeited ..................................................................................... : ...........
Outstanding at December 31, 2000 ........................................................
Granted ...................................................................................................
Exercised ................................................................................................
Forfeited .................................................................................................
Outstanding at December 31,2001 .........................................................
Granted ...................................................................................................
Exercised ......................................................... ~ ......................................
Forfeited ............................................................... } .................................
Outstanding at December 31, 2002 .........................................................
Weighted
Average
Exercise
Shares Price
$
10,211,000 18.93
(303,990) 19.00
9,90Z010 $ 18.93
778,120 17.24
(2,700) 19.00
(173,835) 18.41
10,508,595 $ 18.81
604,735 11.97
(216,775) t6.69
10,896,555 $ 18.47
The Company had options exercisable amounting to 8,934,548 and 8,497,496, with average prices of $18.94 and
$18.98 at December 31, 2002 and 2001, respectively. The weighted average fair value of options granted was $6.04
per share and $8.61 per share for the years ended December 31, 2002, and 2001, respectively.
MCC applied APB 25 in accounting for stock options granted to employees and directors. Accordingly, no
compensation cost has been recognized for any option grants in the accompanying consolidated statements of
operations since the price of the options was at their fair market value at the date of grant. SFAS 148, requires that
information be determined as if the Company had accounted for employee stock options under the fair value method
of this statement, including disclosing pro forma information regarding net toss and loss per share. The weighted
average fair value of all of the Employee OPtions was estimated on the date of grant using the Black-Scholes model
with the following weighted average assumptions: (i) risk free average interest rate of 5.0% and 4.7% for the years
ended December 3 I, 2002 and 200t, respectively; (ii) expected dividend yields of 0%; (iii) expected lives of 6 years;
and (iv) expected volat 1 ty of 45%. Had compensation costs been recorded for the Employee Options under SFAS
148, the compensation costs would have been $3.5 million. $4.1 million, and $9.6 million for the years ended
December 31, 2002, 2001 and 2000, respectively, and MCC's net loss and basic and diluted loss per share would have
been increased from the "as reported" amounts to the "pro forma' amounts as follows:
69
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net loss:
Years Ended December 31,
2002 2001 2000
(in thousands, except per share data)
As reported ............................................................... $ (161,658)
Pro forma .................................................................. $ (165,160)
Basic and diluted loss per share:
As reported ............................................................... $ (1.35)
Pro forma ............................................................... ~....: $ (1.38)
(190,876) $ (149,847)
(194,972) $ (159,499)
$ (1.80) $ (1:79)
$ (1.84) $ (1.90)
Excluded from the above pro forma calculation are the 7,200,000 additional stock options issued to certain
members of the management team discussed above since these options were issued in exchange for consideration
,representing their fair value.
The following table summarizes information concerning stock options outstanding as of December 31, 2002:
Options Outstanding
Options Exercisable
Weighted
Number Average Weighted Number Weighted
Range of Outstanding at Remaining Average Exercisable at Average
Exercise December 31, .Contractual Exercise December 31, Exercise
Prices 2002 Life Price 2002 Price
$7.00 to $12.00 .........
$12.01 to $18.00 .......
$18.01 to $22_00 .......
592,960 9.09 years $ 11.54 22,400 $ 7.54
652,925 8.28 years 16.92 134,245 16.95
9,650,670 3.38 years 19.00 8,777,903 19.00
10.896,555 3.98 years $ 18.47 8,934,548 $ 18.94
7O
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(16) Selected Quarterly Financial Data (Unaudited)
First Second Third Fourth
Quarter Quarter Quarter Quarter
(in thousands, except per share data)
2002
Revenues .............................. $ 219,547 $ 230,792 $ 233,723 $ 238,971
Operating income ............................. I 1,997 13,722 21,584 4,513
Net loss ............................................. (35,190) (37,487) (39,940) (49,041)
Basic and diluted loss per share ........ (0.29). (0.3 I) (0.33) (0.41)
Weighted average common
shares outstancl~n~ g ....................... 119,892 119,942 119,943 118,662
2001
Revenues ..................... $ 89,131 $ 91,864 $ 191,734 $ 212,446
Operating loss ................................... (9,982) ( 10,101 ) (8,854) (33,555)
Net loss before cumulative effect of
accounting change ......................... (2,935) (32,7t8) (65,262) (88,319)
Net loss ............................................. ' (4,577) (32,718) (65,262) (88,319)
Basic and diluted loss per share before
cumulative effect of accounting
change ........................................... (0.03) (0.35) (0.54) (0.74)
Basic and diluted loss per share{a} ..... (0.05) (0.35) (0.54) (0.74)
Weighted average common
shares outstanding ....................... 89,956 92,921 119,876 119,882
(a)The sum of quarterly earnings may not equal total year earnings per share due to the effect of the Company's
public offering of its shares of its coramon stock during 2001.
71 '
MEDIACOM COMMUNICATIONS CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Ail dollar amounts in 000's)
Schedule II
Additions Deductions
Balance at Charged to Charged to Charged to Charged to
beginning of costs other costs other
period and expenses accounts (2} and expenses accounts (o
December 31, 2000
Allowance for doubtful accounts
Current receivables ................. $ 772
Acquiskion reserves(I)
Accrued expenses ................... $ 5,650
December 31, 2001
Allowance for doubtful accounts
Current receivables ................. $ 932
Acquisition reserves(~)
Accrued expenses ...~ ............... $ 5,382
December 31, 2002
Allowance for doubtful accounts
Current receivables ................. $ 3,243
Acquisition reserves(0
Accrued expenses ................... $ 36,579
$ 4,292 $
$ 2,134 $
$ 4,132 $
$ 2,402 $
$ 9,826 $ 2,557 $ 10,072 $
$ $ 42,156 $ 10,959 $
$ 13,685 $ $ 13,139
$ $ 127 $ 4,613
$
$ 31,966
it} Were recorded in connection with purchase accounting.
Balance at
end of period
$ ' 932
$ 5,382
$ 3,243
$ 36,579
$ 3,789
$ 127
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
We have previously reported in a current report on Form 8-K, dated April 19, 2002, that we terminated our
engagement of Arthur Andersen LLP.
73
ITEM 10.
PART III
DIRECTORS AND EXECUTIVE OFFICERS OF THE. REGISTRANT
The information required by this Item is incorporated by reference from our Proxy Statement for the 2003 Annual
Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our Proxy Statement for the 2003 Annual
Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from our Proxy Statement for the 2003 Annual
Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incopporated by reference from our Proxy Statement for the 2003 Annual
Meeting of Stockholders_
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the filing date of this report, we carded out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934. Based upon that evaluation, thb Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely alerting them to material information
relating to us required to be included in our periodic SEC filings.
There have been no significant changes in our internal controls or in other factors which could significantly affect
internal controls subsequent to the date we carried out our evaluation.
74
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULEs AND REPORTS ON FORM 8-K
(a) Financial Statements
Our financial statements as set forth in the Index to Consolidated Financial Stat_ements under Part II, Item 8 of this
Form 10-K are hereby incorporated by reference.
(b) Exhibits
The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith
or, as noted, incorporated by reference herein:
Exhibit
Number
· ~, Exhibit Description
2. I Asset Purchase Agreement, dated April 29, 1999 between Mediacom LLC and Triax Midwest Associates,
2.2 Stock Purchase Agreement, dated May 25, 1999 among Mediacom LLC, Charles D. Zylstra, Kara M_
Zylstra and Trusts created under the Will dated Jane 3, 1982 of Roger E. Zylstra, deceased, for the benefit
of Charles D_ Zylstra and Kara M. Zylstra (2)
2.3 Asset Purchase Agreement, dated February 26, 2001 among Mediacom Communications Corporation and
the AT&T Broadband Parties (Central Missouri) (3)
2.4 Asset Purchase Agreement, dated February 26, 2001 among Medincom Communications Corporation and
the AT&T Broadband Parties (Georgia) (3)
2.5 Asset Purchase Agreement, dated February 26, 2001 among Medincom Communications Corporation and
the AT&T Broadband Parties (Iowa/Illinois) (3)
2.6 Asset Purchase Agreement, dated February 26, 2001 among Mediacom Communications Corporation and
the AT&T Broadband Parties (Southern Illinois) o)
3.1 Restated Certificate of Incorporation of Mediacom Communications Corporation (4)
3.2 By-laws of Mediacom Communications Corporation (4)
4.1 Form of certificate evidencing share of Class A common stock(4)
4.2 Indenture relating to 8½% senior notes due 2008 of Mediacom LLC and Mediacom Capital
Corporation (s)
4.3
Indenture relating to 7%% senior notes due 2011 of Mediacom LLC and Mediacom Capital
Corporation (6)
4.4
Indenture relating tO 9½% senior notes due 2013 of Mediacom LLC and Mediacom Capital
Corporation (3)
4.5
4:6
Indenture relating to 11% senior notes due 2013 of Mediacom Broadband LLC and Mediacom Broadband
Corporation (5)
Indenture relating to 5.25% Convertible Senior Note due 2006
75'
4.7
4.8
IO.l(a)
t0. tco)
Indenture Supplement No. 1, dated as of August 6, 2002, to the Indenture relating to 11% senior notes due
2013 of Mediacom Broadband LLC and Mediaenm Broadband Corporation.
Indenture Supplement No. 1, dated as of August 6, 2002, to the Indenture relating tn 5.25% convertible
senior notes due 2006 of the Company. (2)
Credit Agreement dated as of September 30,' 1999 for the Mediacom USA.Credit Facility
Amendment No. I dated December 17, 1999 between Mediacom Southeast LLC, Mediacom California
LLC, Mediacom Delaware LLC, Mediacom Arizona LLC and The Chase Manhattan Bank, as
administrative agent for the lenders_ is)
10.1(c) Amendment N°- 2 dated February 4, 2000 between Mediacom Southeast LLC, Mediacom California LLC,
Mediacom Delaware LLC, Mediacom Arizona LLC and The Chase Manlmttan Bank, as administrative
agent for the lenders_ (3)
10.1(d)
Amendment No. 3 dated September 12, 2002 between Mediacom Southeast LLC, Mediacom California
LLC, Mediacom Delaware LLC, Mediacom Arizona LLC and JPMorgan Chase Bank, as administrative
agent for flae lenders. {0)
10.2(a)
10.2(b)
Credit Agreement dated as of November 5, 1999 for the Mediacom Midwest Credit Facility
Amendment No. I dated December 17, 1999 between Mediacom lllinois LLC, Mediacom Indiana LLC,
Mediacom Iowa LLC, Mediacom Minnesota LLC, Mediacom Wisconsin LLC, Zylstra Communications
Corporation and The Chase Manhattan Bank, as administrative agent for the lenders. (~) ~
10.2(c) Amendment No. 2 dated February 4, 2000 between Mediacom Illinola LLC, Mediacom Indiana LLC,
cMtediaco,m low~, ~LCz, Mediacom Minnesota LLC, Mediacom Wisconsin LLC, Zylstm Communications
orporat~on and I ne ~nase Manhattan Bank, as administrative agent for the lenders O)
10.2(d) Amendment No. 3 dated September t2, 2002 between Mediacom Illinois LLC, Mediacom Indiana LLC,
cM~diaco.m Iowa LLC, Mediacom Minnesota LLC, Mediacom Wisconsin LLC Zylstra Communications
rporatlon and JPMorgan Chase Bank, as administrative agent for the lenders. [4)
10.3 Credit Agreement dated as of July 18, 2001 for the Mediacom Br6adband Subsidiary Credit Facility.
10.3(a) Amendment No. I 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. (9)
1999 Stock Option Plan (4)
t0.4'
10.5'
10.6
Form of Amended and Restated Registration Rights Agreement by and among Mediacom Communications
Corporation, Rocco B. Commisso, BMO Financial, Inc., CB Capital Investors, L.P., Chase Manhattan
Capital, L.P., Morris Communications Corporation, Private Market Fund, L.P. and U.S. Investor, Inc. ~4)
1999 Employee Stock Purchase Plan {4)
10.7
10.8
Fifth Amended and Restated Operating Agreement of Mediacom LLC (~0}
2001 Employee Stock Purchase Plan (m
21.1 Subsidiaries of Mediacom Communications Corporationo2)
23.1 Consent ofPricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP°3)
(c) FinanciaIStatement Schedule
None.
.)
(d) Reports on Form 8-1(
The Company filed the ' .
following report on Form 8-K daring the three months ended December 31 ,'2002:
Date of Report Date Report Filed with SEC Item Reported
November 13, 2002 November 13, 2002 Itcm 9 - Regulation FD Disclosure
* Compensatory plan
(o Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999 of
Mediacom LLC and Mediacom Capital Corporation and incorporated herein by reference.
{2) Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 of
Mediacom LLC and Mediacom Capital Corporation and incorporated herein
. . by reference.
(3) Filed as an exhibit to the Annual Report on Form 10-K'for the fiscal year ended December 3 I, 2000 of Mediacom
Communication~s ~orporation and incorporated herein by reference~
(~) Filed as an exhibit to the Registration Statement on Form SCl (File No. 333-90879) of Mediacom
Communications Corporation and incorporated herein by reference.
(3) Filed as an exhibit to the Registration Statement on Form S-4 (File No. 333-57285) of Mediacom LLC and
Mediacom Capital Corporation and incorporated herein by reference.
(6) Filed as an exhibit to the Registration S~atement on Form S4 (File No. 333-85893) of Mediacom LLC and
Medincom Capital Corporation and incorporated herein by reference.
(7) Filed as an exhibit to Amendment No. I of the Current Report 0n Form 8-K, dated June 22~ 2001, of Mediacom
Communications Corporation and incorporated herein by reference.
Filed as an exhibit to the Quarterly Report on Form IO-Q for the quarterly Period ended June 30, 2002 of
Mediacom Communication7 Corporation and incorporated herein by reference.
Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 of
Mediacom Communications Corporation and incorporated herein by reference.
o0) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999 of Mediacom
Communications Corporation and incorporated herein by reference.
ut) Filed as an exhibit to the Registration Statement on Form S-8 (File No. 333-68306) of Mediacom
Communications Corporation and incorporated herein by reference.
Filed as an exhibit to the Annual Report on Form l 0-K for the fiscal year ended December 31,2001 of Mediacom
Communications Corporation and incorporated herein by reference.
D~eeec . . . .
,~c.,°y~s.°~i~a~d,,,fin~a..L~state,moents of Meal,acorn Commun,cations Corporation (the "Re ismmt" as of
.,. ....... ,, gut,~ aha <ouu uno for the years then ended mcinded m this Annual Report on F~ t_'~
are incorporated by ' 10 which
reference tutu the Regislrant's Registration Statements on Form S-3/A (File No. 333-82124)
and Forms S-8 (File Nos. 333-41366, 333-41360 and 333-68306), have been audited by ArthUr Andersen LLP,
independent public accountants ("AA"). However, a~er reasonable efforts, the Registrant has been unable to
obtain the written consent of AA with respect to the incorporation by reference ofsnch financial statements in the
Registration Statements. Therefore, the Registrant has dispensed with the requirement to file the written consent
of AA in reliance upon Rule 437a of the Securities Act of 1933. As a result, you may not be able to recover
damages from AA under Section I 1 oftbe Securities Act of 1933, for any untrue statements of material fact or
any omissions to state a material fact, if any, contained in the aforementioned 'financial statements of the
Registrant which are incorporated in the Registration Statements by reference.
77·
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant h~s duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
March 31, 2003
BY.'
MEDIACOM COMMUNICATIONS CORPORA'I~ION
/S/ROCCO B. COMMISSO
Rocco B. Commisso
Chairman and Chief'
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934d this report has been signed below by the
following persons on. ~ehalf oftbe registrant and in the capacities and on the dates indicated.
Signature
/s/ROCCo B. COMMISSO
Roeco B. Commisso
/s/MARK E. STEPHAN
Mark E. Stephan
/S/WILLIAM S. MORRIS III Director
William S. Morris III
/S/CRAIG S. MITCHELL Director
Craig S. Mitchell
/S/THOMAS V. REIFENHEISER Director
Thomas V. Reifenheiser
/S/NATALE S. RICCtARDI Director
Natale S. Ricciardi
/S/ROBERT L. WINIKOFF Director
Robert L. Winikoff
Title
Chairman and Chi&Executive Officer
(principal executive officer)
Date
March 3 l, 2003
Senior Vice President, Chief Financial Officer,
Treasurer and DirectOr (principal financial
officer and principal accounting officer)
March 31, 2003
March 31, 2003
March 31, 2003
March 31, 2003
March 31, 2003
March 31, 2003
78
CERTIFICATIONS
I, Rocco B. Commisso, certify that:
(l) I have reviewed this annual report on Form ' '
10-K of Methacom Communications Corporation;
(2) Based on my knowledge, this annual report does not contain any untrue statement ora 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 misleadin§ with respect to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the regislrant
as of, and for, the periods presented in this annual 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 'knbwn to us by others within those entities, particularly
during the pe~od in which this annual report is being l~reParod;
b) evaluated £he effectiveness of the registrant's disclnstu~ controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation Date"y; and
c) presented in this annual 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 annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal conlrols
subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
March 31, 2003
BY: /s/Rocco B. COMMIS$O
Roeco B. Commisso
Chief Executive Officer
79
I, Mark E. Stephan. certify that:
(1) I have reviewed this annual report on Form 10-KofMedtacomCommanicationsCorpomti0n;
(2) Based on my knowledge, this annnal report does not contain any unmse statemani ora mater/al fact or omit to
state a material fact necessary to make the statements made, in light of'the cimunt~nces under which such
statements were made, not misleading with respect to the period covered by this annual report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of oporations and cash flows of the registrant
as of, and for, the periods presented in this annual 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 othem within those entities, purticularly
daring the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registmnt's discins~e controls and procedure~ as ora date within 90 days
prior to the. 'fil~mg date of this annual report (the "Evaluation Date,,); and '
c) presented in this annual report our conclusious about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
('5) The i'egistrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the
registrant% auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent fimction):
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 mater/al, 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 annual report whether or not there were
significant changes in internal controls or in other factors that could significantly affect internal coatxois
subsequent to the date of our most recent evaluation, including any corrective actions with regard 'to significant
deficiencies and material weaknesses.
March 31, 2003
BY: /S[ MARg E. STEPHAN
Mark E. Stephan
Chief Financial Officer
80
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY AcT OF 2002
In connection with the annual Report of Mediacom Communications Corporation (the "Company") on Form 10-K
for the period ended December 31, 2002 as filed with th~ Securities and Exchange Commission on the date hereof (the
"Report"), I, Rocco B. Commisso, Chief Executive Officer of the Company, Certify, pursuant, to 18 U.S.C. § 1350, as
adopted pursuant to ~ 906 &the Sarbanes49xley Act of 2002, that: ·
(1) the Report fi~lly complies with the requirements ofseefion 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the f'maneial condition &nd
results &operations of the Company.
March 31, 2003
BY: /s/ROCCO B. COMMISSO
Rocco B. Commisso
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES_0XLEY ACT OF 2002
In connection with the Annual Report of Mediacom Communications Corporation (the "Company") on Form 10-
K for the period ended December 31, 2002 as filed with the Securities and Exchange' Commission on the date hereof
(the "Report"), I, Mark E. Stephan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to ~ 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section i3(a) or 15(d) of the $oeurities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
March 3 l, 2003
BY: /S/MARK E. STEPHAN
Mark E. Stephan
Chief Financial Officer