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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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December 31, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission File Number
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Registrant; State of Incorporation; Address and Telephone Number
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IRS Employer Identification No.
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001-38126
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38-3980194
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Altice USA, Inc.
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Delaware
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1 Court Square West
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Long Island City, New York 11101
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(516) 803-2300
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Securities registered pursuant to section 12(b) of the Act:
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Title of each class
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Name of exchange which registered
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Class A Common Stock, par value $.01
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New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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ý
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Smaller reporting company
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o
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(Do not check if a smaller reporting company)
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Emerging growth company
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o
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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o
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No
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ý
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Number of shares of common stock outstanding as of February 16, 2018:
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Class A common stock, par value $0.01
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246,982,292
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Class B common stock, par value $0.01
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490,086,674
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Page
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Part I
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1.
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Business
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1A.
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Risk Factors
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1B.
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Unresolved Staff Comments
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2.
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Properties
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3.
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Legal Proceedings
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4.
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Mine Safety Disclosures
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Part II
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5.
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Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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6.
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Selected Financial Data
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7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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7A.
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Quantitative and Qualitative Disclosures About Market Risk
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8.
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Financial Statements and Supplementary Data
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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9A.
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Controls and Procedures
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9B.
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Other Information
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Part III
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10.
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Directors and Executive Officers and Corporate Governance
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*
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11.
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Executive Compensation
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*
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
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*
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13.
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Certain Relationships and Related Transactions, and Director Independence
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*
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14.
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Principal Accountant Fees and Services
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*
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Part IV
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15.
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Exhibits and Financial Statement Schedules
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*
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Some or all of these items are omitted because Altice USA, Inc. intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a definitive proxy statement or an amendment to this report filed under cover of Form 10-K/A containing the information required to be disclosed under Part III of Form 10-K.
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Years ended December 31,
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||||||||||||||||||||||
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Altice USA
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Optimum Segment
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Cequel Segment
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(in thousands except percentage data)
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2017
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2016 (a)
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2017
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2016 (b)
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2017
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2016
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Customer Relationships
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4,906
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4,892
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3,156
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3,141
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1,750
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1,751
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% growth
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0.3
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%
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0.5
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%
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(0.1
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)%
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Revenue
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$
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9,326,570
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$
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6,017,212
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$
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6,664,788
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$
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3,444,052
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$
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2,664,574
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$
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2,573,160
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Adjusted EBITDA (c)
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$
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4,005,690
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$
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2,414,735
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$
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2,751,121
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$
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1,259,844
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$
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1,254,569
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$
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1,154,891
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% of Revenue
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42.9
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%
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40.1
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%
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41.3
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%
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36.6
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%
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47.1
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%
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44.9
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%
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Adjusted EBITDA less capital expenditures (c)
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$
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3,014,326
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$
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1,789,194
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$
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2,039,689
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$
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961,487
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$
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974,637
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$
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827,707
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% of Revenue
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32.3
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%
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29.7
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%
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30.6
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%
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27.9
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%
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36.6
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%
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32.2
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%
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Net income (loss) attributable to stockholders (d)
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$
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1,520,031
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$
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(832,030
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)
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(a)
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The 2016 amounts for Altice USA include the operating results of Cablevision from the date of the Cablevision Acquisition.
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(b)
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Amounts reflect the operating results of Cablevision from the date of the Cablevision Acquisition and include results for Newsday Media Group ("Newsday"). Altice USA sold a 75% stake in Newsday in July 2016. Newsday's revenue, for the period from June 21, 2016 through its sale in July 2016, was approximately $8.8 million.
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(c)
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For additional information regarding Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to Net Income (Loss), please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations."
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(d)
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Pursuant to the enactment of the Tax Cuts & Jobs Act ("Tax Reform") on December 22, 2017, the Company recorded a noncash deferred tax benefit of
$2,337,900
to remeasure the net deferred tax liability to adjust for the reduction in the corporate federal income tax rate from
35%
to
21%
which is effective on January 1, 2018.
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•
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Approval of Altice N.V. shareholders of (i) the distribution in kind and (ii) the board resolution approving the change in identity and character of the business of Altice N.V. resulting from the Distribution;
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Receipt of certain U.S. regulatory approvals, which could take up to 180 days;
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The Registration Statement filed on January 8, 2018, as amended, being declared effective by the U.S. Securities and Exchange Commission (the ‘‘Commission’’);
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The entry into a separation agreement (the "Master Separation Agreement") and the entry into, amendments to or termination of various arrangements between Altice N.V. and the Company, such as a license to use the Altice brand, the stockholders’ agreement among Altice USA, Altice N.V. and certain other parties and the management agreement pursuant to which the Company pays a quarterly management fee to Altice N.V.; and
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•
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The declaration and payment of a one-time
$1.5 billion
dividend to Altice USA stockholders as of a record date prior to the Distribution (the ‘‘Pre-Distribution Dividend’’).
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December 31, 2017
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December 31, 2016
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||||||||||||||
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Optimum
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Suddenlink
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Total
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Optimum
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Suddenlink
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Total
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(in thousands)
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Total Residential customers relationships
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2,893
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1,642
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4,535
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2,879
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1,649
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4,528
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Pay TV
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2,363
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1,042
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3,406
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2,428
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1,107
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3,535
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Broadband
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2,670
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1,376
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4,046
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2,619
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1,344
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3,963
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Telephony
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1,965
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592
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2,557
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1,962
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597
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2,559
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December 31, 2017
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December 31, 2016
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||||||||||||||||||||
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Optimum
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Suddenlink
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Total
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Optimum
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Suddenlink
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Total
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||||||||||||
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(dollars in thousands)
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||||||||||||||||||||||
Residential revenue:
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Pay TV
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$
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3,113,238
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$
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1,101,507
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$
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4,214,745
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$
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1,638,691
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$
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1,120,525
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$
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2,759,216
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Broadband
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1,603,015
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960,757
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2,563,772
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782,615
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834,414
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1,617,029
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||||||
Telephony
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693,478
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130,503
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823,981
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376,034
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153,939
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529,973
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•
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simplify and optimize our organization;
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•
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reinvest in infrastructure and content;
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•
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invest in sales, marketing and innovation;
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•
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enhance the customer experience;
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•
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drive revenue and cash flow growth; and
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•
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opportunistically grow through value-accretive acquisitions.
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•
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make it more difficult for us to satisfy obligations under our outstanding indebtedness;
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•
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limit our ability to obtain additional financing in the future for working capital, capital expenditures or acquisitions;
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•
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limit our ability to refinance our indebtedness on terms acceptable to us or at all;
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•
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limit our ability to adapt to changing market conditions;
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•
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restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;
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•
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require us to dedicate a significant portion of our cash flow from operations to paying the principal of and interest on our indebtedness, thereby limiting the availability of our cash flow to fund future capital expenditures, working capital and other corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the broadband communications industry generally; and
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•
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place us at a competitive disadvantage compared with competitors that have a less significant debt burden.
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•
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incur additional indebtedness and guarantee indebtedness;
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•
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pay dividends or make other distributions, or repurchase or redeem capital stock;
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•
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prepay, redeem or repurchase subordinated debt or equity;
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•
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issue certain preferred stock;
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•
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make loans and investments;
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•
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sell assets;
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•
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incur liens;
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•
|
enter into transactions with affiliates;
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•
|
create or permit any encumbrances or restrictions on the ability of their respective subsidiaries to pay dividends or make other distributions, make loans or advances or transfer assets, in each case to such subsidiary, or its other restricted subsidiaries; and
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•
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consolidate, merge or sell all or substantially all of their assets.
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•
|
limited in how we conduct our business;
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•
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unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
•
|
refinance existing obligations to extend maturities;
|
•
|
raise additional capital, through debt or equity issuances or both;
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•
|
cancel or scale back current and future spending programs; or
|
•
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sell assets or interests in one or more of our businesses.
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•
|
distraction of our management team in identifying potential acquisition targets, conducting due diligence and negotiating acquisition agreements;
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•
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difficulties in integrating the operations, personnel, products, technologies and systems of acquired businesses;
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•
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difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses;
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•
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the potential loss of key employees or customers of the acquired businesses;
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•
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unanticipated liabilities or contingencies of acquired businesses;
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•
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unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated;
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•
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failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain;
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•
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fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and
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•
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difficulties in obtaining regulatory approvals required to consummate acquisitions.
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•
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rules governing the provisioning and marketing of cable equipment and compatibility with new digital technologies;
|
•
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rules and regulations relating to data protection and customer and employee privacy;
|
•
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rules establishing limited rate regulation of video service;
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•
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rules governing the copyright royalties that must be paid for retransmitting broadcast signals;
|
•
|
rules governing the provision of channel capacity to unaffiliated commercial leased access programmers;
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•
|
rules limiting the ability to enter into exclusive agreements with MDUs and control inside wiring;
|
•
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rules for cable franchise renewals and transfers;
|
•
|
other requirements covering a variety of operational areas such as equal employment opportunity, emergency alert systems, disability access, technical standards and customer service and consumer protection requirements;
|
•
|
rules, regulations and regulatory policies relating to the provision of broadband service, including "net neutrality" requirements; and
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•
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rules, regulations and regulatory policies relating to the provision of telephony services.
|
•
|
the failure of securities analysts to cover our business after the Distribution or changes in financial estimates by analysts;
|
•
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the inability to meet the financial estimates of analysts who follow our business;
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•
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strategic actions by us or our competitors;
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•
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announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
|
•
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introduction of new products or services by us or our competitors;
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•
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variations in our quarterly operating results and those of our competitors;
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•
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additions or departures of key personnel;
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•
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general economic and stock market conditions;
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•
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risks related to our business and our industry, including those discussed above;
|
•
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changes in conditions or trends in our industry, markets or customers;
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•
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regulatory, legal or political developments;
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•
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changes in accounting principles;
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•
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changes in tax legislation and regulations;
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•
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litigation and governmental investigations;
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•
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terrorist acts;
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•
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future sales of Altice USA common stock or other securities;
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•
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default under agreements governing our indebtedness; and
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•
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investor perceptions of the investment opportunity associated with Altice USA common stock relative to other investment alternatives.
|
•
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a tri-class common stock structure, as a result of which Next Alt generally will be able to control the outcome of all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
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•
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the ability of our Board of Directors to, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 100,000,000 shares of preferred stock in one or more series and authorize their issuance; and
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•
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the ability of stockholders holding a majority of the voting power of our capital stock to call a special meeting of stockholders.
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•
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the requirement that a majority of our Board of Directors consists of "independent directors" as defined under the rules of the NYSE; and
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•
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the requirement that we have a governance and nominating committee.
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•
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Our acquisition of software and network equipment such as routers, power supply and transceiver modules, including equipment to be used in our new home communications hub;
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•
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Our procurement of services, such as for the design, development, integration, support and maintenance of the user interface software for our new home communications hub; access to an international communications backbone, international carrier services and call termination services; and real estate and real estate services;
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•
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Our purchase of customer and technical service support and services and licensing of intellectual property, including patents, trademarks and other rights; and
|
•
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Our acquisition of content, including our agreement relating to i24 News, an international news channel majority owned by Altice N.V. in which we have a 25% investment in its U.S. business.
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Item 5.
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Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2017:
|
|
|
|
||||
Second Quarter (June 22 (date of IPO) through June 30)
|
$
|
35.29
|
|
|
$
|
31.52
|
|
Third Quarter
|
34.86
|
|
|
26.11
|
|
||
Fourth Quarter
|
28.45
|
|
|
17.80
|
|
(a)
|
Sales of Unregistered Securities
|
(b)
|
Use of Proceeds
|
|
Altice USA
|
|
Cablevision (a)
|
||||||||||||||||||||
|
|
|
January 1, 2016 to June 20, 2016
|
|
|
||||||||||||||||||
|
Years ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||||||
Revenue
|
$
|
9,326,570
|
|
|
$
|
6,017,212
|
|
|
$
|
3,137,604
|
|
|
$
|
6,545,545
|
|
|
$
|
6,508,557
|
|
|
$
|
6,287,383
|
|
Operating expenses
|
8,461,186
|
|
|
5,557,546
|
|
|
2,662,298
|
|
|
5,697,074
|
|
|
5,587,299
|
|
|
5,588,159
|
|
||||||
Operating income
|
865,384
|
|
|
459,666
|
|
|
475,306
|
|
|
848,471
|
|
|
921,258
|
|
|
699,224
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,601,211
|
)
|
|
(1,442,730
|
)
|
|
(285,508
|
)
|
|
(584,839
|
)
|
|
(575,580
|
)
|
|
(600,637
|
)
|
||||||
Gain (loss) on investments, net
|
237,354
|
|
|
141,896
|
|
|
129,990
|
|
|
(30,208
|
)
|
|
129,659
|
|
|
313,167
|
|
||||||
Gain (loss) on derivative contracts, net
|
(236,330
|
)
|
|
(53,696
|
)
|
|
(36,283
|
)
|
|
104,927
|
|
|
(45,055
|
)
|
|
(198,688
|
)
|
||||||
Gain (loss) on interest rate swap contracts, net
|
5,482
|
|
|
(72,961
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss on extinguishment of debt and write-off of deferred financing costs
|
(600,240
|
)
|
|
(127,649
|
)
|
|
—
|
|
|
(1,735
|
)
|
|
(10,120
|
)
|
|
(22,542
|
)
|
||||||
Other income (expense), net
|
(1,788
|
)
|
|
4,329
|
|
|
4,855
|
|
|
6,045
|
|
|
4,988
|
|
|
2,436
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(1,331,349
|
)
|
|
(1,091,145
|
)
|
|
288,360
|
|
|
342,661
|
|
|
425,150
|
|
|
192,960
|
|
||||||
Income tax benefit (expense) (b)
|
2,852,967
|
|
|
259,666
|
|
|
(124,848
|
)
|
|
(154,872
|
)
|
|
(115,768
|
)
|
|
(65,635
|
)
|
||||||
Income (loss) from continuing operations, net of income taxes
|
1,521,618
|
|
|
(831,479
|
)
|
|
163,512
|
|
|
187,789
|
|
|
309,382
|
|
|
127,325
|
|
||||||
Income (loss) from discontinued operations, net of income taxes (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,541
|
)
|
|
2,822
|
|
|
338,316
|
|
||||||
Net income (loss)
|
1,521,618
|
|
|
(831,479
|
)
|
|
163,512
|
|
|
175,248
|
|
|
312,204
|
|
|
465,641
|
|
||||||
Net loss (income) attributable to noncontrolling interests
|
(1,587
|
)
|
|
(551
|
)
|
|
236
|
|
|
201
|
|
|
(765
|
)
|
|
20
|
|
||||||
Net income (loss) attributable to Altice USA / Cablevision stockholders
|
$
|
1,520,031
|
|
|
$
|
(832,030
|
)
|
|
$
|
163,748
|
|
|
$
|
175,449
|
|
|
$
|
311,439
|
|
|
$
|
465,661
|
|
INCOME (LOSS) PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic income (loss) per share attributable to Altice USA / Cablevision stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
|
$
|
0.60
|
|
|
$
|
0.70
|
|
|
$
|
1.17
|
|
|
$
|
0.49
|
|
Income (loss) from discontinued operations, net of income taxes (c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.01
|
|
|
$
|
1.30
|
|
Net income (loss)
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
|
$
|
0.60
|
|
|
$
|
0.65
|
|
|
$
|
1.18
|
|
|
$
|
1.79
|
|
Basic weighted average common shares (in thousands)
|
696,055
|
|
|
649,525
|
|
|
272,035
|
|
|
269,388
|
|
|
264,623
|
|
|
260,763
|
|
||||||
Diluted income (loss) per share attributable to Altice USA / Cablevision stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
|
$
|
0.58
|
|
|
$
|
0.68
|
|
|
$
|
1.14
|
|
|
$
|
0.48
|
|
Income (loss) from discontinued operations, net of income taxes (c)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.01
|
|
|
$
|
1.27
|
|
Net income (loss)
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
|
$
|
0.58
|
|
|
$
|
0.63
|
|
|
$
|
1.15
|
|
|
$
|
1.75
|
|
Diluted weighted average common shares (in thousands)
|
696,055
|
|
|
649,525
|
|
|
280,199
|
|
|
276,339
|
|
|
270,703
|
|
|
265,935
|
|
||||||
Cash dividends declared per common share (d)
|
$
|
1.29
|
|
|
$
|
0.69
|
|
|
$
|
—
|
|
|
$
|
0.45
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
Amounts attributable to Altice USA / Cablevision stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations, net of income taxes
|
$
|
1,520,031
|
|
|
$
|
(832,030
|
)
|
|
$
|
163,748
|
|
|
$
|
187,990
|
|
|
$
|
308,617
|
|
|
$
|
127,345
|
|
Income (loss) from discontinued operations, net of income taxes (c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,541
|
)
|
|
2,822
|
|
|
338,316
|
|
||||||
Net income (loss)
|
$
|
1,520,031
|
|
|
$
|
(832,030
|
)
|
|
$
|
163,748
|
|
|
$
|
175,449
|
|
|
$
|
311,439
|
|
|
$
|
465,661
|
|
|
(a)
|
Represents the operating results of Cablevision for the period prior to the Cablevision Acquisition (Predecessor periods).
|
(b)
|
Pursuant to the enactment of the Tax Reform on December 22, 2017, the Company recorded a noncash deferred tax benefit of
$2,337,900
to remeasure the net deferred tax liability to adjust for the reduction in the corporate income tax rate from
35%
to
21%
which is effective on January 1, 2018.
|
(c)
|
Loss from discontinued operations for 2015 primarily reflects an expense related to the decision in a case relating to Rainbow Media Holdings LLC, a business whose operations were previously discontinued. Income from discontinued operations for 2014 resulted primarily from the settlement of a contingency related to Montana property taxes related to Bresnan Cable. Income from discontinued operations for 2013 primarily relates to (i) the operating results and related gain on the sale of Bresnan Cable of $259,692, (ii) the operating results and related loss on the sale of Clearview Cinemas of $(25,012), and (iii) the proceeds and costs related to the settlement of litigation with DISH Network, LLC of $103,636.
|
(d)
|
Represent distributions declared prior to the Company's IPO of $839,700 and $445,176 in 2017 and 2016, respectively, divided by the number of shares of common stock outstanding adjusted to reflect the retroactive impact of the organizational transactions, discussed in Note 1, that occurred prior to the IPO.
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Altice USA
|
|
Cablevision Systems Corporation
|
||||||||||||||||
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||
Total assets (a)
|
$
|
34,775,225
|
|
|
$
|
36,474,249
|
|
|
$
|
6,800,174
|
|
|
$
|
6,682,021
|
|
|
$
|
6,500,967
|
|
Notes payable to affiliates and related parties
|
—
|
|
|
1,750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Credit facility debt (a)
|
4,643,523
|
|
|
3,444,790
|
|
|
2,514,454
|
|
|
2,769,153
|
|
|
3,745,625
|
|
|||||
Collateralized indebtedness
|
1,349,474
|
|
|
1,286,069
|
|
|
1,191,324
|
|
|
986,183
|
|
|
817,950
|
|
|||||
Senior guaranteed notes
|
2,291,185
|
|
|
2,289,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Senior notes and debentures (a)
|
13,569,247
|
|
|
15,217,831
|
|
|
5,801,011
|
|
|
5,784,213
|
|
|
5,068,926
|
|
|||||
Notes payable
|
65,902
|
|
|
13,726
|
|
|
14,544
|
|
|
23,911
|
|
|
5,334
|
|
|||||
Capital leases and other obligations
|
21,980
|
|
|
28,155
|
|
|
45,966
|
|
|
46,412
|
|
|
31,290
|
|
|||||
Total debt (a)
|
21,941,311
|
|
|
24,030,065
|
|
|
9,567,299
|
|
|
9,609,872
|
|
|
9,669,125
|
|
|||||
Redeemable equity
|
231,290
|
|
|
68,147
|
|
|
—
|
|
|
8,676
|
|
|
9,294
|
|
|||||
Stockholders' equity (deficiency)
|
5,494,301
|
|
|
2,029,555
|
|
|
(4,911,316
|
)
|
|
(5,041,469
|
)
|
|
(5,284,330
|
)
|
|||||
Noncontrolling interest
|
1,539
|
|
|
287
|
|
|
(268
|
)
|
|
779
|
|
|
786
|
|
|||||
Total equity (deficiency)
|
5,495,840
|
|
|
2,029,842
|
|
|
(4,911,584
|
)
|
|
(5,040,690
|
)
|
|
(5,283,544
|
)
|
|
(a)
|
Amounts for years ended December 31, 2015, 2014 and 2013 have been restated to reflect the adoption of Accounting Standards Update (“ASU”) No. 2015-03,
Simplifying the Presentation of Debt Issuance Costs
.
|
|
Cablevision
|
|
Cequel
|
||||||||||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands, except per customer amounts)
|
||||||||||||||||||||||
Homes passed (a)
|
5,164
|
|
|
5,116
|
|
|
5,076
|
|
|
3,457
|
|
|
3,407
|
|
|
3,352
|
|
||||||
Total customers relationships (b)(c)
|
3,156
|
|
|
3,141
|
|
|
3,115
|
|
|
1,750
|
|
|
1,751
|
|
|
1,712
|
|
||||||
Residential
|
2,893
|
|
|
2,879
|
|
|
2,858
|
|
|
1,642
|
|
|
1,649
|
|
|
1,618
|
|
||||||
SMB
|
263
|
|
|
262
|
|
|
258
|
|
|
109
|
|
|
102
|
|
|
94
|
|
||||||
Residential customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pay TV
|
2,363
|
|
|
2,428
|
|
|
2,487
|
|
|
1,042
|
|
|
1,107
|
|
|
1,154
|
|
||||||
Broadband
|
2,670
|
|
|
2,619
|
|
|
2,562
|
|
|
1,376
|
|
|
1,344
|
|
|
1,276
|
|
||||||
Telephony
|
1,965
|
|
|
1,962
|
|
|
2,007
|
|
|
592
|
|
|
597
|
|
|
581
|
|
||||||
Residential triple product customers penetration (d)
|
64.2
|
%
|
|
64.8
|
%
|
|
67.6
|
%
|
|
25.7
|
%
|
|
25.5
|
%
|
|
25.4
|
%
|
||||||
Penetration of homes passed (e):
|
61.1
|
%
|
|
61.4
|
%
|
|
61.4
|
%
|
|
50.6
|
%
|
|
51.4
|
%
|
|
51.1
|
%
|
||||||
ARPU (f)
|
$
|
155.82
|
|
|
$
|
154.49
|
|
|
$
|
150.61
|
|
|
$
|
112.57
|
|
|
$
|
109.30
|
|
|
$
|
104.04
|
|
|
(a)
|
Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network. For Cequel, broadband services were not available to approximately 100 homes passed and telephony services were not available to approximately 500 homes passed.
|
(b)
|
Represents number of households/businesses that receive at least one of the Company's services.
|
(c)
|
Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets. In calculating the number of customers, we count all customers other than inactive/disconnected customers. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel.
|
(d)
|
Represents the number of customers that subscribe to three of our services divided by total residential customer relationships.
|
(e)
|
Represents the number of total customer relationships divided by homes passed.
|
(f)
|
Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) presented derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period.
|
•
|
competition for broadband, pay television and telephony customers from existing competitors (such as broadband communications companies, DBS providers and Internet‑based providers) and new competitors entering our footprint;
|
•
|
changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
|
•
|
increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;
|
•
|
increasing programming costs and delivery expenses related to our products and services;
|
•
|
our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
|
•
|
our ability to complete our capital investment plans on time and on budget, including our plan to build a FTTH network, and deploy Altice One, our new home communications hub;
|
•
|
our ability to develop and deploy mobile voice and data services pursuant to the agreement we entered into with Sprint in the fourth quarter of 2017;
|
•
|
the effects of economic conditions or other factors which may negatively affect our customers’ demand for our products and services;
|
•
|
the effects of industry conditions;
|
•
|
demand for advertising on our cable systems;
|
•
|
our substantial indebtedness and debt service obligations;
|
•
|
adverse changes in the credit market;
|
•
|
changes as a result of any tax reforms that may affect our business;
|
•
|
financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;
|
•
|
the restrictions contained in our financing agreements;
|
•
|
our ability to generate sufficient cash flow to meet our debt service obligations;
|
•
|
fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
|
•
|
technical failures, equipment defects, physical or electronic break‑ins to our services, computer viruses and similar problems;
|
•
|
the disruption or failure of our network, information systems or technologies as a result of computer hacking, computer viruses, “cyber‑attacks,” misappropriation of data, outages, natural disasters and other material events;
|
•
|
our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
|
•
|
our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions or as a result of the transactions, if any;
|
•
|
significant unanticipated increases in the use of bandwidth‑intensive Internet‑based services;
|
•
|
the outcome of litigation, government investigations and other proceedings;
|
•
|
our ability to successfully operate our business following the completion of our separation from Altice N.V., and
|
•
|
other risks and uncertainties inherent in our cable and other broadband communications businesses and our other businesses, including those listed under the caption “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
|
|
Altice USA
|
||||||
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
||||
Residential:
|
|
|
|
||||
Pay TV
|
$
|
4,214,745
|
|
|
$
|
2,759,216
|
|
Broadband
|
2,563,772
|
|
|
1,617,029
|
|
||
Telephony
|
823,981
|
|
|
529,973
|
|
||
Business services and wholesale
|
1,298,817
|
|
|
819,541
|
|
||
Advertising
|
391,866
|
|
|
252,049
|
|
||
Other
|
33,389
|
|
|
39,404
|
|
||
Total revenue
|
9,326,570
|
|
|
6,017,212
|
|
||
Operating expenses:
|
|
|
|
||||
Programming and other direct costs
|
3,035,655
|
|
|
1,911,230
|
|
||
Other operating expenses
|
2,342,655
|
|
|
1,705,615
|
|
||
Restructuring and other expense
|
152,401
|
|
|
240,395
|
|
||
Depreciation and amortization (including impairments)
|
2,930,475
|
|
|
1,700,306
|
|
||
Operating income
|
865,384
|
|
|
459,666
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense, net
|
(1,601,211
|
)
|
|
(1,442,730
|
)
|
||
Gain on investments, net
|
237,354
|
|
|
141,896
|
|
||
Loss on derivative contracts, net
|
(236,330
|
)
|
|
(53,696
|
)
|
||
Gain (loss) on interest rate swap contracts
|
5,482
|
|
|
(72,961
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
(600,240
|
)
|
|
(127,649
|
)
|
||
Other income (loss), net
|
(1,788
|
)
|
|
4,329
|
|
||
Loss from continuing operations before income taxes
|
(1,331,349
|
)
|
|
(1,091,145
|
)
|
||
Income tax benefit
|
2,852,967
|
|
|
259,666
|
|
||
Net income (loss)
|
1,521,618
|
|
|
(831,479
|
)
|
||
Net income attributable to noncontrolling interests
|
(1,587
|
)
|
|
(551
|
)
|
||
Net income (loss) attributable to Altice USA stockholders
|
$
|
1,520,031
|
|
|
$
|
(832,030
|
)
|
|
Altice USA
|
||||||
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
1,521,618
|
|
|
$
|
(831,479
|
)
|
Income tax benefit
|
(2,852,967
|
)
|
|
(259,666
|
)
|
||
Other expense (income), net (a)
|
1,788
|
|
|
(4,329
|
)
|
||
Loss (gain) on interest rate swap contracts
|
(5,482
|
)
|
|
72,961
|
|
||
Loss on derivative contracts, net (b)
|
236,330
|
|
|
53,696
|
|
||
Gain on investments, net
|
(237,354
|
)
|
|
(141,896
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
600,240
|
|
|
127,649
|
|
||
Interest expense, net
|
1,601,211
|
|
|
1,442,730
|
|
||
Depreciation and amortization
|
2,930,475
|
|
|
1,700,306
|
|
||
Restructuring and other expense
|
152,401
|
|
|
240,395
|
|
||
Share-based compensation
|
57,430
|
|
|
14,368
|
|
||
Adjusted EBITDA
|
$
|
4,005,690
|
|
|
$
|
2,414,735
|
|
|
(a)
|
Includes primarily dividends received on Comcast common stock owned by the Company.
|
(b)
|
Consists of unrealized and realized losses (gains) due to the change in the fair value of derivative contracts.
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
|
Increase
|
|||||||||||||||||
|
Cablevision
|
Cequel
|
Total
|
|
Cablevision
|
Cequel
|
Total
|
|
(Decrease)
|
|||||||||||||
|
(in thousands, except per customer amounts)
|
|||||||||||||||||||||
Homes passed (a)
|
5,164
|
|
3,457
|
|
8,621
|
|
|
5,116
|
|
3,407
|
|
8,524
|
|
|
97
|
|
||||||
Total customer relationships (b)(c)
|
3,156
|
|
1,750
|
|
4,906
|
|
|
3,141
|
|
1,751
|
|
4,892
|
|
|
14
|
|
||||||
Residential
|
2,893
|
|
1,642
|
|
4,535
|
|
|
2,879
|
|
1,649
|
|
4,528
|
|
|
7
|
|
||||||
SMB
|
263
|
|
109
|
|
371
|
|
|
262
|
|
102
|
|
364
|
|
|
7
|
|
||||||
Residential customers:
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Pay TV
|
2,363
|
|
1,042
|
|
3,406
|
|
|
2,428
|
|
1,107
|
|
3,535
|
|
|
(129
|
)
|
||||||
Broadband
|
2,670
|
|
1,376
|
|
4,046
|
|
|
2,619
|
|
1,344
|
|
3,963
|
|
|
83
|
|
||||||
Telephony
|
1,965
|
|
592
|
|
2,557
|
|
|
1,962
|
|
597
|
|
2,559
|
|
|
(2
|
)
|
||||||
Residential triple product customer penetration (d):
|
64.2
|
%
|
25.7
|
%
|
50.2
|
%
|
|
64.8
|
%
|
25.5
|
%
|
50.5
|
%
|
|
|
|
||||||
Penetration of homes passed (e):
|
61.1
|
%
|
50.6
|
%
|
56.9
|
%
|
|
61.4
|
%
|
51.4
|
%
|
57.4
|
%
|
|
|
|
||||||
ARPU(f)
|
$
|
155.82
|
|
$
|
112.57
|
|
$
|
140.15
|
|
|
$
|
154.49
|
|
$
|
109.30
|
|
$
|
138.07
|
|
|
|
|
|
(a)
|
Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network. For Cequel, broadband services were not available to approximately 100 homes passed and telephony services were not available to approximately 500 homes passed.
|
(b)
|
Represents number of households/businesses that receive at least one of the Company's services.
|
(c)
|
Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets. In calculating the number of customers, we count all customers other than inactive/disconnected customers. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an
|
(d)
|
Represents the number of customers that subscribe to three of our services divided by total residential customer relationships.
|
(e)
|
Represents the number of total customer relationships divided by homes passed.
|
(f)
|
Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period.
|
|
Segment Results
|
|
January 1, 2016 to June 20, 2016
|
||||||||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
|||||||||||||||||||||||||||
|
Cablevision
|
|
Cequel
|
|
Eliminations
|
|
Total
|
|
Cablevision
|
|
Cequel
|
|
Total
|
|
Cablevision
|
||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pay TV
|
$
|
3,113,238
|
|
|
$
|
1,101,507
|
|
|
$
|
—
|
|
|
$
|
4,214,745
|
|
|
$
|
1,638,691
|
|
|
$
|
1,120,525
|
|
|
$
|
2,759,216
|
|
|
$
|
1,468,006
|
|
Broadband
|
1,603,015
|
|
|
960,757
|
|
|
—
|
|
|
2,563,772
|
|
|
782,615
|
|
|
834,414
|
|
|
1,617,029
|
|
|
673,010
|
|
||||||||
Telephony
|
693,478
|
|
|
130,503
|
|
|
—
|
|
|
823,981
|
|
|
376,034
|
|
|
153,939
|
|
|
529,973
|
|
|
342,142
|
|
||||||||
Business services and wholesale
|
923,161
|
|
|
375,656
|
|
|
—
|
|
|
1,298,817
|
|
|
468,632
|
|
|
350,909
|
|
|
819,541
|
|
|
411,102
|
|
||||||||
Advertising
|
321,149
|
|
|
73,509
|
|
|
(2,792
|
)
|
|
391,866
|
|
|
163,678
|
|
|
88,371
|
|
|
252,049
|
|
|
125,419
|
|
||||||||
Other
|
10,747
|
|
|
22,642
|
|
|
—
|
|
|
33,389
|
|
|
14,402
|
|
|
25,002
|
|
|
39,404
|
|
|
117,925
|
|
||||||||
Total revenue
|
6,664,788
|
|
|
2,664,574
|
|
|
(2,792
|
)
|
|
9,326,570
|
|
|
3,444,052
|
|
|
2,573,160
|
|
|
6,017,212
|
|
|
3,137,604
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Programming and other direct costs
|
2,280,062
|
|
|
758,190
|
|
|
(2,597
|
)
|
|
3,035,655
|
|
|
1,164,925
|
|
|
746,305
|
|
|
1,911,230
|
|
|
1,088,555
|
|
||||||||
Other operating expenses
|
1,675,665
|
|
|
667,185
|
|
|
(195
|
)
|
|
2,342,655
|
|
|
1,028,447
|
|
|
677,168
|
|
|
1,705,615
|
|
|
1,136,970
|
|
||||||||
Restructuring and other expense
|
112,384
|
|
|
40,017
|
|
|
—
|
|
|
152,401
|
|
|
212,150
|
|
|
28,245
|
|
|
240,395
|
|
|
22,223
|
|
||||||||
Depreciation and amortization
|
2,251,614
|
|
|
678,861
|
|
|
—
|
|
|
2,930,475
|
|
|
963,665
|
|
|
736,641
|
|
|
1,700,306
|
|
|
414,550
|
|
||||||||
Operating income
|
$
|
345,063
|
|
|
$
|
520,321
|
|
|
$
|
—
|
|
|
$
|
865,384
|
|
|
$
|
74,865
|
|
|
$
|
384,801
|
|
|
$
|
459,666
|
|
|
$
|
475,306
|
|
Cablevision segment:
|
|
||
Increase in programming costs due primarily to contractual rate increases and an increase in pay-per-view costs primarily from an event in August 2017, partially offset by lower pay television customers and lower video-on-demand costs
|
$
|
61,623
|
|
Increase in costs of digital media advertising spots for resale
|
23,601
|
|
|
Decrease in costs primarily related to the sale of Newsday in July 2016
|
(33,888
|
)
|
|
Decrease in call completion and transport costs primarily due to lower level of activity
|
(17,881
|
)
|
|
Decrease in cost of sales (which includes the bulk sale of handset inventory of $5,445 during the first quarter of 2016)
|
(9,945
|
)
|
|
Other net increases
|
3,072
|
|
|
|
$
|
26,582
|
|
Cequel segment:
|
|
||
Increase in programming costs due primarily to contractual rate increases and an increase in pay-per-view costs primarily from an event in August 2017, partially offset by lower pay television customers and lower video-on-demand costs
|
$
|
20,141
|
|
Decrease in franchise costs due to lower pay television customers
|
(5,159
|
)
|
|
Decrease in media cost of sales
|
(1,634
|
)
|
|
Net decrease in call completion and interconnection costs due to lower level of activity
|
(1,803
|
)
|
|
Other net increases
|
340
|
|
|
|
$
|
11,885
|
|
Cablevision segment:
|
|
||
Decrease primarily in employee related costs related to the elimination of certain positions (including the impact of the decline in headcount resulting from the ATS agreement), and lower net benefits, partially offset by merit increases
|
$
|
(457,528
|
)
|
Decrease in costs primarily related to the sale of Newsday in July 2016
|
(95,262
|
)
|
|
Decrease primarily related to maintenance agreements for equipment, as well as lower repairs and maintenance costs relating to our operations
|
(69,053
|
)
|
|
Decrease in rent and insurance (including the impact of the ATS agreement)
|
(24,138
|
)
|
|
Increase in contractor costs due primarily to the execution of the ATS agreement
|
114,519
|
|
|
Increase in sales and marketing costs
|
18,033
|
|
|
Increase in bad debt expense
|
10,325
|
|
|
Increase in fees for certain executive services provided by our parent entity (twelve months in 2017 compared to approximately six months in 2016)
|
9,444
|
|
|
Other net increases
|
3,908
|
|
|
|
$
|
(489,752
|
)
|
Increase due to changes in average debt balances and interest rates on our indebtedness and collateralized debt
|
$
|
142,236
|
|
Lower interest income
|
11,890
|
|
|
Other net increases, primarily amortization of deferred financing costs and original issue discounts
|
4,355
|
|
|
|
$
|
158,481
|
|
|
Cablevision Systems Corporation
|
||||||||||
|
Successor
|
|
Predecessor
|
||||||||
|
June 21, 2016 to December 31, 2016
|
January 1, 2016 to June 20, 2016
|
|
Year Ended December 31, 2015
|
|||||||
Revenue (a):
|
|
|
|
|
|
||||||
Residential:
|
|
|
|
|
|
||||||
Pay TV
|
$
|
1,638,691
|
|
|
$
|
1,468,006
|
|
|
$
|
3,142,991
|
|
Broadband
|
782,615
|
|
|
673,010
|
|
|
1,303,918
|
|
|||
Telephony
|
376,034
|
|
|
342,142
|
|
|
748,181
|
|
|||
Business services and wholesale
|
468,632
|
|
|
411,102
|
|
|
834,154
|
|
|||
Advertising
|
163,678
|
|
|
125,419
|
|
|
263,839
|
|
|||
Other
|
14,402
|
|
|
117,925
|
|
|
252,462
|
|
|||
Total revenue
|
3,444,052
|
|
|
3,137,604
|
|
|
6,545,545
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Programming and other direct costs
|
1,164,925
|
|
|
1,088,555
|
|
|
2,269,290
|
|
|||
Other operating expenses
|
1,028,447
|
|
|
1,136,970
|
|
|
2,546,319
|
|
|||
Restructuring and other expense
|
212,150
|
|
|
22,223
|
|
|
16,213
|
|
|||
Depreciation and amortization (including impairments)
|
963,665
|
|
|
414,550
|
|
|
865,252
|
|
|||
Operating income
|
74,865
|
|
|
475,306
|
|
|
848,471
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(606,347
|
)
|
|
(285,508
|
)
|
|
(584,839
|
)
|
|||
Gain (loss) on investments, net
|
141,896
|
|
|
129,990
|
|
|
(30,208
|
)
|
|||
Gain (loss) on equity derivative contracts, net
|
(53,696
|
)
|
|
(36,283
|
)
|
|
104,927
|
|
|||
Loss on extinguishment of debt and write-off of deferred financing costs
|
(102,894
|
)
|
|
—
|
|
|
(1,735
|
)
|
|||
Other income (expense), net
|
4,329
|
|
|
4,855
|
|
|
6,045
|
|
|||
Income (loss) from continuing operations before income taxes
|
(541,847
|
)
|
|
288,360
|
|
|
342,661
|
|
|||
Income tax benefit (expense)
|
213,065
|
|
|
(124,848
|
)
|
|
(154,872
|
)
|
|||
Income (loss) from continuing operations, net of income taxes
|
(328,782
|
)
|
|
163,512
|
|
|
187,789
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(12,541
|
)
|
|||
Net income (loss)
|
(328,782
|
)
|
|
163,512
|
|
|
175,248
|
|
|||
Net loss (income) attributable to noncontrolling interests
|
(551
|
)
|
|
236
|
|
|
201
|
|
|||
Net income (loss) attributable to Cablevision stockholder(s)
|
$
|
(329,333
|
)
|
|
$
|
163,748
|
|
|
$
|
175,449
|
|
(a)
|
Certain reclassifications have been made to previously reported amounts by product to reflect the current presentation.
|
(a)
|
Includes primarily dividends received on Comcast common stock owned by the Company.
|
(b)
|
Consists of unrealized and realized losses (gains) due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by the Company.
|
|
Cablevision Systems Corporation
|
|||||||||
|
Years Ended December 31,
|
|
Net Increase (Decrease)
|
|||||||
|
2016
|
|
2015
|
|
2016
|
|||||
|
(in thousands, except per customer amounts)
|
|||||||||
Homes passed (a)
|
5,116
|
|
|
5,076
|
|
|
40
|
|
||
Total customers relationships (b)
|
3,141
|
|
|
3,115
|
|
|
26
|
|
||
Residential
|
2,879
|
|
|
2,858
|
|
|
21
|
|
||
SMB
|
262
|
|
|
258
|
|
|
4
|
|
||
Residential customers (c):
|
|
|
|
|
|
|||||
Pay TV
|
2,428
|
|
|
2,487
|
|
|
(59
|
)
|
||
Broadband
|
2,619
|
|
|
2,562
|
|
|
57
|
|
||
Telephony
|
1,962
|
|
|
2,007
|
|
|
(45
|
)
|
||
Residential triple product customer penetration (d):
|
64.8
|
%
|
|
67.6
|
%
|
|
|
|
||
Penetration of homes passed (e):
|
61.4
|
%
|
|
61.4
|
%
|
|
|
|
||
ARPU (f)
|
$
|
154.49
|
|
|
$
|
150.61
|
|
|
|
|
(a)
|
Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network.
|
(b)
|
Represents number of households/businesses that receive at least one of the Company’s services.
|
(c)
|
Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets. In calculating the number of customers, we count all customers other than inactive/disconnected customers. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as
|
(d)
|
Represents the number of customers that subscribe to three of our services divided by total residential customer relationships.
|
(e)
|
Represents the number of total customer relationships divided by homes passed.
|
(f)
|
Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) presented derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period.
|
|
(a)
|
This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts, (ii) delivering cash from the net proceeds on new monetization contracts, or (iii) delivering cash from the proceeds of monetization contracts entered into pursuant to the Synthetic Monetization Closeout discussed below.
|
|
Maturity Date
|
|
Interest Rate
|
|
Principal
|
|
Carrying Value (a)
|
||||
Cablevision:
|
|
|
|
|
|
|
|
||||
CSC Holdings Revolving Credit Facility (b)
|
$20,000 on October 9, 2020, remaining balance on November 30, 2021
|
|
4.75%
|
|
$
|
450,000
|
|
|
$
|
425,488
|
|
CSC Holdings Term Loan Facility
|
July 17, 2025
|
|
3.74%
|
|
2,985,000
|
|
|
2,967,818
|
|
||
Cequel:
|
|
|
|
|
|
|
|
||||
Revolving Credit Facility (c)
|
November 30, 2021
|
|
—
|
|
—
|
|
|
—
|
|
||
Term Loan Facility
|
July 28, 2025
|
|
3.82%
|
|
1,258,675
|
|
|
1,250,217
|
|
||
|
|
|
|
|
$
|
4,693,675
|
|
|
$
|
4,643,523
|
|
|
(a)
|
Carrying amounts are net of unamortized discounts and deferred financing costs.
|
(b)
|
At
December 31, 2017
,
$115,973
of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and
$1,734,027
of the facility was undrawn and available, subject to covenant limitations.
|
(c)
|
At
December 31, 2017
,
$13,500
of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and
$336,500
of the facility was undrawn and available, subject to covenant limitations.
|
|
Cablevision (a)
|
|
Cequel
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
2018
|
$
|
2,600,461
|
|
|
$
|
386,068
|
|
|
$
|
2,986,529
|
|
2019
|
1,443,852
|
|
|
387,356
|
|
|
1,831,208
|
|
|||
2020
|
1,387,607
|
|
|
1,431,215
|
|
|
2,818,822
|
|
|||
2021
|
3,719,148
|
|
|
1,563,658
|
|
|
5,282,806
|
|
|||
2022
|
1,368,770
|
|
|
249,104
|
|
|
1,617,874
|
|
|||
Thereafter
|
10,851,356
|
|
|
5,026,217
|
|
|
15,877,573
|
|
|||
Total
|
$
|
21,371,194
|
|
|
$
|
9,043,618
|
|
|
$
|
30,414,812
|
|
|
(a)
|
Includes
$1,575,136
related to the Company's collateralized indebtedness (including related interest). This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts, (ii) delivering cash from the net proceeds on new monetization contracts, or (iii) delivering cash from the proceeds of monetization contracts entered into pursuant to the Synthetic Monetization Closeout discussed below.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
Cablevision
|
|
Cequel
|
|
Total
|
|
Cablevision
|
|
Cequel
|
|
Total
|
||||||||||||
Customer premise equipment
|
$
|
187,765
|
|
|
$
|
119,702
|
|
|
$
|
307,467
|
|
|
$
|
77,536
|
|
|
$
|
154,718
|
|
|
$
|
232,254
|
|
Network infrastructure
|
263,080
|
|
|
90,548
|
|
|
353,628
|
|
|
91,952
|
|
|
76,926
|
|
|
168,878
|
|
||||||
Support and other
|
156,716
|
|
|
31,643
|
|
|
188,359
|
|
|
83,153
|
|
|
45,336
|
|
|
128,489
|
|
||||||
Business services
|
103,871
|
|
|
38,039
|
|
|
141,910
|
|
|
45,716
|
|
|
50,204
|
|
|
95,920
|
|
||||||
Capital purchases (cash basis)
|
$
|
711,432
|
|
|
$
|
279,932
|
|
|
$
|
991,364
|
|
|
$
|
298,357
|
|
|
$
|
327,184
|
|
|
$
|
625,541
|
|
Capital purchases (including accrued not paid) (a)
|
$
|
724,130
|
|
|
$
|
320,175
|
|
|
$
|
1,044,305
|
|
|
$
|
348,852
|
|
|
$
|
351,827
|
|
|
$
|
700,679
|
|
|
(a)
|
The Cablevision 2017 amount excludes advance payments aggregating
$16,363
made to ATS for the FTTH project.
|
Number of shares (a)
|
26,815,368
|
|
|
Collateralized indebtedness settled
|
$
|
(774,703
|
)
|
Derivative contracts settled
|
(56,356
|
)
|
|
|
(831,059
|
)
|
|
Proceeds from new monetization contracts
|
838,794
|
|
|
Net cash received
|
$
|
7,735
|
|
(a)
|
Share amounts are adjusted for the 2 for 1 stock split in February 2017.
|
|
Payments Due by Period
|
||||||||||||||||||||||
|
Total
|
|
Year
1
|
|
Years
2-3
|
|
Years
4-5
|
|
More than
5 years
|
|
Other
|
||||||||||||
Off balance sheet arrangements:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase obligations (a)
|
$
|
8,423,735
|
|
|
$
|
3,071,514
|
|
|
$
|
4,179,616
|
|
|
$
|
1,092,786
|
|
|
$
|
79,819
|
|
|
$
|
—
|
|
Operating lease obligations (b)
|
475,712
|
|
|
74,992
|
|
|
141,345
|
|
|
118,969
|
|
|
140,406
|
|
|
—
|
|
||||||
Guarantees (c)
|
36,224
|
|
|
34,716
|
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Letters of credit (d)
|
129,473
|
|
|
200
|
|
|
120
|
|
|
129,153
|
|
|
—
|
|
|
—
|
|
||||||
|
9,065,144
|
|
|
3,181,422
|
|
|
4,322,589
|
|
|
1,340,908
|
|
|
220,225
|
|
|
—
|
|
||||||
Contractual obligations reflected on the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt obligations (e)
|
30,390,463
|
|
|
2,976,207
|
|
|
4,642,299
|
|
|
6,896,733
|
|
|
15,875,224
|
|
|
—
|
|
||||||
Capital lease obligations (f)
|
24,349
|
|
|
10,322
|
|
|
7,731
|
|
|
3,947
|
|
|
2,349
|
|
|
—
|
|
||||||
Taxes (g)
|
8,479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,479
|
|
||||||
|
30,423,291
|
|
|
2,986,529
|
|
|
4,650,030
|
|
|
6,900,680
|
|
|
15,877,573
|
|
|
8,479
|
|
||||||
Total
|
$
|
39,488,435
|
|
|
$
|
6,167,951
|
|
|
$
|
8,972,619
|
|
|
$
|
8,241,588
|
|
|
$
|
16,097,798
|
|
|
$
|
8,479
|
|
|
(a)
|
Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services. Future fees payable under contracts with programming vendors are based on numerous factors, including the number of customers receiving the programming. Amounts reflected above related to programming agreements are based on the number of customers receiving the programming as of
December 31, 2017
multiplied by the per customer rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of
December 31, 2017
. See Note 15 to our consolidated financial statements for a discussion of our program rights obligations.
|
(b)
|
Operating lease obligations represent primarily future minimum payment commitments on various long-term, noncancelable leases, at rates now in force, for office, production and storage space, and rental space on utility poles. See Note 7 to our consolidated financial statements for a discussion of our operating leases.
|
(c)
|
Includes franchise and performance surety bonds primarily for our cable television systems. Also includes outstanding guarantees primarily by CSC Holdings in favor of certain financial institutions in respect of ongoing interest expense obligations in connection with the monetization of our holdings of shares of Comcast common stock. Payments due by period for these arrangements represent the year in which the commitment expires.
|
(d)
|
Consists primarily of letters of credit obtained by CSC Holdings and Cequel in favor of insurance providers and certain governmental authorities. Payments due by period for these arrangements represent the year in which the commitment expires.
|
(e)
|
Includes interest and principal payments due on our (i) credit facility debt, (ii) senior guaranteed notes, senior secured notes, and senior notes and debentures, (iii) notes payable and (iv) collateralized indebtedness. See Notes 9 and 10 to our consolidated financial statements for a discussion of our long-term debt. These amounts do not include the effects of the debt transactions discussed in Note 20.
|
(f)
|
Reflects the principal amount of capital lease obligations, including related interest.
|
(g)
|
Represents tax liabilities, including accrued interest, relating to uncertain tax positions. See Note 12 to our consolidated financial statements for a discussion of our income taxes.
|
•
|
macroeconomic conditions;
|
•
|
industry and market conditions;
|
•
|
cost factors;
|
•
|
overall financial performance;
|
•
|
changes in management, strategy or customers;
|
•
|
relevant specific events such as a change in the carrying amount of net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit or unit of accounting; and
|
•
|
sustained decrease in share price, as applicable.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Fair Value of Equity Derivative Contracts
|
|
||
|
|
||
Fair value as of December 31, 2016, net liability position
|
$
|
(2,202
|
)
|
Fair value of new equity derivative contracts
|
31,618
|
|
|
Change in fair value, net
|
(138,920
|
)
|
|
Fair value as of December 31, 2017, net liability position
|
$
|
(109,504
|
)
|
|
|
|
|
Hedge Price
|
|
Cap Price (b)
|
||||||
# of Shares Deliverable (a)
|
|
Maturity
|
|
per Share (a)
|
|
Low
|
|
High
|
||||
|
|
|
|
|
|
|
|
|
||||
16,139,868
|
|
2018
|
|
$30.84-$33.61
|
|
$
|
37.00
|
|
|
$
|
40.33
|
|
26,815,368
|
|
2021
|
|
$29.25- $35.47
|
|
$
|
43.88
|
|
|
$
|
44.80
|
|
|
(a)
|
Represents the price below which we are provided with downside protection and above which we retain upside appreciation. Also represents the price used in determining the cash proceeds payable to us at inception of the contracts.
|
(b)
|
Represents the price up to which we receive the benefit of stock price appreciation.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9B.
|
Other Information
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
The financial statements as indicated in the index set forth on page F-1.
|
2.
|
Financial statement schedules have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
|
3.
|
The Index to Exhibits is on page 84.
|
Exhibit No.
|
|
Exhibit Description
|
|
Form of Underwriting Agreement (incorporated herein by reference to Exhibit 1.1 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Form of Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Form of Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
4.1
|
|
Specimen Class A Common Stock Certificate
|
|
|
|
|
Form of Stockholders and Registration Rights Agreement by and among Altice USA, Inc. and the stockholders party thereto (incorporated herein by reference to Exhibit 4.2 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Indenture, dated as of September 23, 2009, relating to Cablevision's 8
5
/
8
% Senior Notes due 2017 and 8
5
/
8
% Series B Senior Notes due 2017 (incorporated herein by reference to Exhibit 4.3 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of April 2, 2010, relating to Cablevision's 7
3
/
4
% Senior Notes due 2018 and 8% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.4 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
First Supplemental Indenture, dated as of April 15, 2010, to the Indenture, dated as of April 2, 2010, relating to Cablevision's 7
3
/
4
% Senior Notes due 2018 and 8% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.5 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Second Supplemental Indenture, dated as of September 27, 2012, to the Indenture dated as of April 2, 2010, relating to Cablevision's 5
7
/
8
% Senior Notes due 2022 (incorporated herein by reference to Exhibit 4.6 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of December 1, 1997, relating to CSC Holdings' 7
7
/
8
% Senior Debentures due 2018 (incorporated herein by reference to Exhibit 4.7 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of July 1, 1998, relating to CSC Holdings' 7
5
/
8
% Senior Debentures due 2018 (incorporated herein by reference to Exhibit 4.8 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of February 12, 2009, relating to CSC Holdings' 8
5
/
8
% Senior Notes due 2019 and 8
5
/
8
% Series B Senior Notes due 2019 (incorporated herein by reference to Exhibit 4.9 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of November 15, 2011, relating to CSC Holdings' 6
3
/
4
% Senior Notes due 2021 and 6
3
/
4
% Series B Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.10 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of May 23, 2014, relating to CSC Holdings' 5
1
/
4
% Senior Notes due 2024 and 5
1
/
4
% Series B Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.11 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of October 9, 2015, relating to CSC Holdings' 10
1
/
8
% Senior Notes due 2023 and 10
7
/
8
% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.12 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Supplemental Indenture, dated as of June 21, 2016, to Indenture dated as of October 9, 2015, relating to CSC Holdings' 10
1
/
8
% Senior Notes due 2023 and 10
7
/
8
% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.13 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
Exhibit No.
|
|
Exhibit Description
|
|
Indenture, dated as of October 9, 2015, relating to CSC Holdings' 6
5
/
8
% Senior Guaranteed Notes due 2025 (incorporated herein by reference to Exhibit 4.14 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Supplemental Indenture, dated as of June 21, 2016, to the Indenture dated as of October 9, 2015, relating to CSC Holdings' 6
5
/
8
% Senior Guaranteed Notes due 2025 (incorporated herein by reference to Exhibit 4.15 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of September 23, 2016, relating to CSC Holdings' 5
1
/
2
% Senior Guaranteed Notes due 2027 (incorporated herein by reference to Exhibit 4.16 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of June 12, 2015, relating to Altice US Finance I Corporation's 5
3
/
8
% Senior Secured Notes due 2023 (incorporated herein by reference to Exhibit 4.17 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Supplemental Indenture, dated as of December 21, 2015, to the Indenture, dated as of June 12, 2015, relating to Altice US Finance I Corporation's 5
3
/
8
% Senior Secured Notes due 2023 (incorporated herein by reference to Exhibit 4.18 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
Notes Pledge and Security Agreement, dated as of December 21, 2015, by and between Cequel Communications Holdings II, LLC and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.19 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Notes Pledge and Security Agreement, dated as of December 21, 2015, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.20 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Trademark Security Agreement, dated as of December 21, 2015, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.21 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Copyright Security Agreement, dated as of December 21, 2015, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.22 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of April 26, 2016, relating to Altice US Finance I Corporation's 5
1
/
2
% Senior Secured Notes due 2026 (incorporated herein by reference to Exhibit 4.23 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Notes Pledge and Security Agreement, dated May 20, 2016, by and between Cequel Communications Holdings II, LLC and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.24 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Notes Pledge and Security Agreement, dated May 20, 2016, by and among each of the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.25 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Trademark Security Agreement, dated as of May 20, 2016, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.26 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Copyright Security Agreement, dated as of May 20, 2016, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 4.27 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of October 25, 2012 relating to Cequel Communications Holdings I, LLC's and Cequel Capital Corporation's 6
3
/
8
% Senior Notes due 2020 (incorporated herein by reference to Exhibit 4.28 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
Indenture, dated as of May 16, 2013, relating to Cequel Communications Holdings I, LLC's and Cequel Capital Corporation's 5
1
/
8
% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.29 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of September 9, 2014, relating to Cequel Communications Holdings I, LLC's and Cequel Capital Corporation's 5
1
/
8
% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.30 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Indenture, dated as of June 12, 2015, relating to Cequel Communications Holdings I, LLC's and Cequel Capital Corporation's 7
3
/
4
% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.31 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Supplemental Indenture, dated as of December 21, 2015, to the Indenture, dated as of June 12, 2015, relating to Cequel Communications Holdings I, LLC's and Cequel Capital Corporation's 7
3
/
4
% Senior Notes due 2025 (incorporated herein by reference to Exhibit 4.32 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Opinion of Shearman & Sterling LLP (incorporated herein by reference to Exhibit 5.1 to Altice USA's prospectus report on Form S-1/A, filed on June 21, 2016)
|
|
|
|
|
|
Credit Agreement, dated as of October 9, 2015, by and among CSC Holdings, LLC (as successor by merger to Neptune Finco Corp.), as borrower, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and security agent, Barclays Bank plc and BNP Paribas Securities Corp., as co-syndication agents, Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Societe Generale, TD Securities (USA) LLC and the Bank of Nova Scotia, as co-documentation agents, and J.P. Morgan Securities LLC, Barclays Bank plc, BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Royal Bank of Canada, Societe Generale, TD Securities (USA) LLC and The Bank of Nova Scotia, as joint bookrunners and lead arrangers (incorporated herein by reference to Exhibit 10.1 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
First Amendment to Credit Agreement, dated as of June 20, 2016 (incorporated herein by reference to Exhibit 10.2 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Incremental Loan Assumption Agreement, dated as of June 21, 2016 (incorporated herein by reference to Exhibit 10.3 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Incremental Loan Assumption Agreement, dated as of July 21, 2016 (incorporated herein by reference to Exhibit 10.4 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Second Amendment to Credit Agreement (Extension Amendment), dated as of September 9, 2016 (incorporated herein by reference to Exhibit 10.5 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Third Amendment to Credit Agreement (Extension Amendment, Incremental Loan Assumption Agreement & Assignment and Acceptance), dated as of December 9, 2016 (incorporated herein by reference to Exhibit 10.6 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Fourth Amendment to Credit Agreement (Incremental Loan Assumption Agreement & Refinancing Amendment), dated as of March 15, 2017 (incorporated herein by reference to Exhibit 10.7 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Facility Guaranty, dated as of June 21, 2016, by and among the guarantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.8 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Pledge Agreement, dated as of June 21, 2016, by and among CSC Holdings, LLC, certain pledgors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.9 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
|
Credit Agreement, dated as of June 12, 2015, by and among Altice US Finance I Corporation, as borrower, certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and security agent, and J.P. Morgan Securities LLC and BNP Paribas, as joint bookrunners and lead arrangers (incorporated herein by reference to Exhibit 10.10 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
First Amendment to Credit Agreement (Refinancing Amendment), dated as of October 25, 2016 (incorporated herein by reference to Exhibit 10.11 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Second Amendment to Credit Agreement (Extension Amendment), dated as of December 9, 2016 (incorporated herein by reference to Exhibit 10.12 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Third Amendment to Credit Agreement (Incremental Loan Assumption Agreement & Refinancing Amendment), dated as of March 15, 2017 (incorporated herein by reference to Exhibit 10.13 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Loans Pledge and Security Agreement, dated as of December 21, 2015, by and between Cequel Communications Holdings II, LLC and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.14 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Loans Pledge and Security Agreement, dated as of December 21, 2015, by and among the grantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.15 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Facility Guaranty, dated as of December 21, 2015, by and among the guarantors party thereto and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.16 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Trademark Security Agreement, dated as of December 21, 2015, by and among certain grantors thereunder and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.17 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Copyright Security Agreement, dated as of December 21, 2015, by and between Cequel Communications, LLC and JPMorgan Chase Bank, N.A. (incorporated herein by reference to Exhibit 10.18 to Altice USA's prospectus report on Form S-1/A, filed on May 16, 2016)
|
|
|
|
|
|
Form of Stockholders' Agreement by and among Altice USA, Inc., Altice N.V. and A4 S.A. (incorporated herein by reference to Exhibit 5.1 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Altice USA 2017 Long Term Incentive Plan (incorporated herein by reference to Exhibit 5.1 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Altice USA Short Term Incentive Compensation Plan (incorporated herein by reference to Exhibit 5.1 to Altice USA's prospectus report on Form S-1/A, filed on June 12, 2016)
|
|
|
|
|
|
Altice USA 2017 Long Term Incentive Plan, Form of Nonqualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 99.1 on Form 8-K, filed on January 3, 2018)
|
|
|
|
|
|
Fifth Amendment to Credit Agreement, dated as of January 12, 2018, by and among the Borrower, the Additional Lenders and Lead Arrangers party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. (incorporated herein by reference to Exhibit 10.1 on Form 8-K, filed on January 16, 2018)
|
|
|
|
|
|
Indenture, dated as of January 29, 2018, between CSC Holdings, LLC, as Issuer, and Deutsche Bank Trust Company Americas, as Trustee. (incorporated herein by reference to Exhibit 4.1 on Form 8-K, filed on February 2, 2018)
|
|
|
|
|
|
Altice USA 2017 Long Term Incentive Plan, Form of Performance-Based Nonqualified Stock Option Award Agreement
|
|
|
|
|
|
List of subsidiaries of the Registrant
|
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
Section 302 Certification of the CEO.
|
|
|
|
|
|
Section 302 Certification of the CFO.
|
|
|
|
|
|
Section 906 Certifications of the CEO and CFO.
|
|
|
|
|
101
|
|
The following financial statements of Altice USA, Cablevision Systems Corporation and CSC Holdings, LLC as included in the Altice USA Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 6, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Stockholders' Equity; and (vi) the Notes to Consolidated Financial Statements.
|
|
Altice USA, Inc.
|
|
|
By:
|
/s/ Charles Stewart
|
Name:
|
Charles Stewart
|
Title:
|
Co-President and Chief Financial Officer (Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
/s/ Dexter Goei
|
|
Chief Executive Officer and Director
|
|
March 6, 2018
|
Dexter Goei
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Charles Stewart
|
|
Co-President and Chief Financial Officer
|
|
March 6, 2018
|
Charles Stewart
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Victoria M. Mink
|
|
Senior Vice President and Chief Accounting Officer
|
|
March 6, 2018
|
Victoria M. Mink
|
|
(Principal Accounting Officer)
|
|
|
/s/ Jérémie Bonnin
|
|
Director
|
|
March 6, 2018
|
Jérémie Bonnin
|
|
|
|
|
|
|
|
|
|
/s/ Manon Brouillette
|
|
Director
|
|
March 6, 2018
|
Manon Brouillette
|
|
|
|
|
|
|
|
|
|
/s/ Mark Mullen
|
|
Director
|
|
March 6, 2018
|
Mark Mullen
|
|
|
|
|
|
|
|
|
|
/s/ Dennis Okhuijsen
|
|
Director
|
|
March 6, 2018
|
Dennis Okhuijsen
|
|
|
|
|
|
|
|
|
|
/s/ Raymond Svider
|
|
Director
|
|
March 6, 2018
|
Raymond Svider
|
|
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
||
|
|
|
ALTICE USA, INC. AND SUBSIDIARIES
|
|
|
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
Consolidated Balance Sheets - December 31, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Operations - years ended December 31, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income - years ended December 31, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity - years ended December 31, 2017 and 2016
|
|
|
|
|
|
Consolidated Statements of Cash Flows - years ended December 31, 2017 and 2016
|
|
|
|
|
Notes to Consolidated Financial Statements
|
||
|
|
|
CABLEVISION SYSTEMS CORPORATION
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
||
|
|
|
Consolidated Financial Statements as of December 31, 2015 and for the period January 1, 2016 to June 20, 2016 and for the years ended December 31, 2015
|
|
|
|
|
|
|
Consolidated Balance Sheet-December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Operations-period ended January 1, 2016 to June 20, 2016 and year ended December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income-period ended January 1, 2016 to June 20, 2016 and year ended December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Stockholders’ Deficiency-period ended January 1, 2016 to June 20, 2016 and year ended December 31, 2015
|
|
|
|
|
|
Consolidated Statements of Cash Flows-period ended January 1, 2016 to June 20, 2016 and year ended December 31, 2015
|
|
|
|
|
Notes to Consolidated Financial Statements
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2017 and 2016
(In thousands)
|
|||||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
273,329
|
|
|
$
|
486,792
|
|
Restricted cash
|
252
|
|
|
16,301
|
|
||
Accounts receivable, trade (less allowance for doubtful accounts of $13,420 and $11,677)
|
370,765
|
|
|
349,626
|
|
||
Prepaid expenses and other current assets (including a prepayment to an affiliate of $19,563 in 2017) (See Note 14)
|
135,313
|
|
|
88,151
|
|
||
Amounts due from affiliates
|
21,356
|
|
|
22,182
|
|
||
Investment securities pledged as collateral
|
—
|
|
|
741,515
|
|
||
Derivative contracts
|
52,545
|
|
|
352
|
|
||
Total current assets
|
853,560
|
|
|
1,704,919
|
|
||
Property, plant and equipment, net of accumulated depreciation of $2,599,579 and $1,039,297
|
6,063,829
|
|
|
6,597,635
|
|
||
Investment in affiliates
|
930
|
|
|
5,606
|
|
||
Investment securities pledged as collateral
|
1,720,357
|
|
|
741,515
|
|
||
Derivative contracts
|
—
|
|
|
10,604
|
|
||
Other assets (including a prepayment to an affiliate of $6,539 in 2017) (See Note 14)
|
53,254
|
|
|
48,545
|
|
||
Amortizable customer relationships, net of accumulated amortization of $1,409,021 and $580,276
|
4,561,863
|
|
|
5,345,608
|
|
||
Amortizable trade names, net of accumulated amortization of $588,574 and $83,397
|
478,509
|
|
|
983,386
|
|
||
Other amortizable intangibles, net of accumulated amortization of $10,978 and $3,093
|
26,082
|
|
|
23,650
|
|
||
Indefinite-lived cable television franchises
|
13,020,081
|
|
|
13,020,081
|
|
||
Goodwill
|
7,996,760
|
|
|
7,992,700
|
|
||
Total assets
|
$
|
34,775,225
|
|
|
$
|
36,474,249
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
December 31, 2017 and 2016
(In thousands, except share and per share amounts)
|
|||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
December 31, 2017
|
|
December 31, 2016
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
790,220
|
|
|
$
|
705,672
|
|
Accrued liabilities:
|
|
|
|
|
|||
Interest
|
397,422
|
|
|
576,778
|
|
||
Employee related costs
|
132,641
|
|
|
232,864
|
|
||
Other accrued expenses
|
408,632
|
|
|
352,315
|
|
||
Amounts due to affiliates
|
13,946
|
|
|
127,363
|
|
||
Deferred revenue
|
104,220
|
|
|
94,816
|
|
||
Liabilities under derivative contracts
|
52,545
|
|
|
13,158
|
|
||
Collateralized indebtedness
|
—
|
|
|
622,332
|
|
||
Credit facility debt
|
42,650
|
|
|
33,150
|
|
||
Senior notes and debentures
|
507,744
|
|
|
926,045
|
|
||
Capital lease obligations
|
9,539
|
|
|
15,013
|
|
||
Notes payable
|
33,424
|
|
|
5,427
|
|
||
Total current liabilities
|
2,492,983
|
|
|
3,704,933
|
|
||
Defined benefit plan obligations
|
103,163
|
|
|
84,106
|
|
||
Notes payable to affiliates and related parties
|
—
|
|
|
1,750,000
|
|
||
Other liabilities
|
137,895
|
|
|
113,485
|
|
||
Deferred tax liability
|
4,775,115
|
|
|
7,966,815
|
|
||
Liabilities under derivative contracts
|
187,406
|
|
|
78,823
|
|
||
Collateralized indebtedness
|
1,349,474
|
|
|
663,737
|
|
||
Credit facility debt
|
4,600,873
|
|
|
3,411,640
|
|
||
Senior guaranteed notes
|
2,291,185
|
|
|
2,289,494
|
|
||
Senior notes and debentures
|
13,061,503
|
|
|
14,291,786
|
|
||
Capital lease obligations
|
12,441
|
|
|
13,142
|
|
||
Notes payable
|
32,478
|
|
|
8,299
|
|
||
Deficit investments in affiliates
|
3,579
|
|
|
—
|
|
||
Total liabilities
|
29,048,095
|
|
|
34,376,260
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Redeemable equity
|
231,290
|
|
|
68,147
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, $.01 par value, 100,000,000 shares authorized, no shares issued and outstanding at December 31, 2017
|
—
|
|
|
—
|
|
||
Class A common stock: $0.01 par value, 4,000,000,000 shares authorized, 246,982,292 issued and outstanding at December 31, 2017
|
2,470
|
|
|
—
|
|
||
Class B common stock: $0.01 par value, 1,000,000,000 shares authorized, 490,086,674 issued and outstanding at December 31, 2017
|
4,901
|
|
|
—
|
|
||
Class C common stock: $0.01 par value, 4,000,000,000 shares authorized, no shares issued and outstanding at December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding at December 31, 2016
|
—
|
|
|
—
|
|
||
Paid-in capital
|
4,642,128
|
|
|
3,003,554
|
|
||
Retained earnings (accumulated deficit)
|
854,824
|
|
|
(975,978
|
)
|
||
|
5,504,323
|
|
|
2,027,576
|
|
||
Accumulated other comprehensive income (loss)
|
(10,022
|
)
|
|
1,979
|
|
||
Total stockholders' equity
|
5,494,301
|
|
|
2,029,555
|
|
||
Noncontrolling interest
|
1,539
|
|
|
287
|
|
||
Total stockholders' equity
|
5,495,840
|
|
|
2,029,842
|
|
||
|
$
|
34,775,225
|
|
|
$
|
36,474,249
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2017 and 2016
(In thousands, except per share amounts)
|
|||||||
|
2017
|
|
2016
|
||||
Revenue (including revenue from affiliates of $2,205 and $1,086, respectively) (See Note 14)
|
$
|
9,326,570
|
|
|
$
|
6,017,212
|
|
Operating expenses:
|
|
|
|
||||
Programming and other direct costs (including charges from affiliates of $4,176 and $1,947, respectively) (See Note 14)
|
3,035,655
|
|
|
1,911,230
|
|
||
Other operating expenses (including charges from affiliates of $106,084 and $18,854, respectively) (See Note 14)
|
2,342,655
|
|
|
1,705,615
|
|
||
Restructuring and other expense
|
152,401
|
|
|
240,395
|
|
||
Depreciation and amortization (including impairments)
|
2,930,475
|
|
|
1,700,306
|
|
||
|
8,461,186
|
|
|
5,557,546
|
|
||
Operating income
|
865,384
|
|
|
459,666
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense (including interest expense to affiliates and related parties of $90,405 and $112,712, respectively) (See Note 14)
|
(1,603,132
|
)
|
|
(1,456,541
|
)
|
||
Interest income
|
1,921
|
|
|
13,811
|
|
||
Gain on investments, net
|
237,354
|
|
|
141,896
|
|
||
Loss on derivative contracts, net
|
(236,330
|
)
|
|
(53,696
|
)
|
||
Gain (loss) on interest rate swap contracts
|
5,482
|
|
|
(72,961
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs (including $513,723 related to affiliates and related parties in 2017) (See Note 14)
|
(600,240
|
)
|
|
(127,649
|
)
|
||
Other income (expense), net
|
(1,788
|
)
|
|
4,329
|
|
||
|
(2,196,733
|
)
|
|
(1,550,811
|
)
|
||
Loss before income taxes
|
(1,331,349
|
)
|
|
(1,091,145
|
)
|
||
Income tax benefit
|
2,852,967
|
|
|
259,666
|
|
||
Net income (loss)
|
1,521,618
|
|
|
(831,479
|
)
|
||
Net loss (income) attributable to noncontrolling interests
|
(1,587
|
)
|
|
(551
|
)
|
||
Net income (loss) attributable to Altice USA, Inc. stockholders
|
$
|
1,520,031
|
|
|
$
|
(832,030
|
)
|
Income (loss) per share:
|
|
|
|
||||
Basic income (loss) per share
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
Basic weighted average common shares (in thousands)
|
696,055
|
|
|
649,525
|
|
||
|
|
|
|
||||
Diluted income (loss) per share:
|
$
|
2.18
|
|
|
$
|
(1.28
|
)
|
Diluted weighted average common shares (in thousands)
|
696,055
|
|
|
649,525
|
|
||
Cash dividends declared per common share
|
$
|
1.29
|
|
|
$
|
0.69
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years ended December 31, 2017 and 2016
(In thousands)
|
|||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net income (loss)
|
$
|
1,521,618
|
|
|
$
|
(831,479
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Defined benefit pension plans:
|
|
|
|
||||
Unrecognized actuarial gain (loss)
|
(18,632
|
)
|
|
3,452
|
|
||
Applicable income taxes
|
7,441
|
|
|
(1,381
|
)
|
||
Unrecognized gain (loss) arising during period, net of income taxes
|
(11,191
|
)
|
|
2,071
|
|
||
Curtailment loss, net of settlement losses of $1,845 for 2017 included in net periodic benefit cost
|
(1,350
|
)
|
|
(154
|
)
|
||
Applicable income taxes
|
540
|
|
|
62
|
|
||
Curtailment loss, net of settlement losses included in net periodic benefit cost, net of income taxes
|
(810
|
)
|
|
(92
|
)
|
||
Other comprehensive gain (loss)
|
(12,001
|
)
|
|
1,979
|
|
||
Comprehensive income (loss)
|
1,509,617
|
|
|
(829,500
|
)
|
||
Comprehensive income attributable to noncontrolling interests
|
(1,587
|
)
|
|
(551
|
)
|
||
Comprehensive Income (loss) attributable to Altice USA, Inc. stockholders
|
$
|
1,508,030
|
|
|
$
|
(830,051
|
)
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2017 and 2016
(In thousands)
|
|||||||||||||||||||||||||||
|
Class A
Common
Stock
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders'
Equity
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2016
|
$
|
—
|
|
|
$
|
2,252,028
|
|
|
$
|
(143,948
|
)
|
|
$
|
—
|
|
|
$
|
2,108,080
|
|
|
$
|
—
|
|
|
$
|
2,108,080
|
|
Net loss attributable to stockholders
|
—
|
|
|
—
|
|
|
(832,030
|
)
|
|
—
|
|
|
(832,030
|
)
|
|
—
|
|
|
(832,030
|
)
|
|||||||
Noncontrolling interests acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
(264
|
)
|
|||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
551
|
|
|
551
|
|
|||||||
Pension liability adjustments, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|
1,979
|
|
|
—
|
|
|
1,979
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
14,368
|
|
|
—
|
|
|
—
|
|
|
14,368
|
|
|
—
|
|
|
14,368
|
|
|||||||
Change in fair value of redeemable equity
|
—
|
|
|
(68,148
|
)
|
|
—
|
|
|
—
|
|
|
(68,148
|
)
|
|
—
|
|
|
(68,148
|
)
|
|||||||
Contributions from stockholders
|
—
|
|
|
1,246,499
|
|
|
—
|
|
|
—
|
|
|
1,246,499
|
|
|
—
|
|
|
1,246,499
|
|
|||||||
Distributions to stockholders
|
—
|
|
|
(445,176
|
)
|
|
—
|
|
|
—
|
|
|
(445,176
|
)
|
|
—
|
|
|
(445,176
|
)
|
|||||||
Excess tax benefit on share-based awards
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||||
Tax impact related to the Newsday Holdings, LLC transactions
|
—
|
|
|
3,952
|
|
|
—
|
|
|
—
|
|
|
3,952
|
|
|
—
|
|
|
3,952
|
|
|||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
3,003,554
|
|
|
$
|
(975,978
|
)
|
|
$
|
1,979
|
|
|
$
|
2,029,555
|
|
|
$
|
287
|
|
|
$
|
2,029,842
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (continued)
Years ended December 31, 2017 and 2016
(In thousands)
|
|||||||||||||||||||||||||||||||
|
Class A
Common
Stock
|
|
Class B
Common
Stock
|
|
Paid-in
Capital
|
|
Retained Earnings (Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders'
Equity
|
|
Non-controlling
Interest
|
|
Total
Equity
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,003,554
|
|
|
$
|
(975,978
|
)
|
|
$
|
1,979
|
|
|
$
|
2,029,555
|
|
|
$
|
287
|
|
|
$
|
2,029,842
|
|
Net income attributable to stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520,031
|
|
|
—
|
|
|
1,520,031
|
|
|
—
|
|
|
1,520,031
|
|
||||||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,587
|
|
|
1,587
|
|
||||||||
Pension liability adjustments, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,001
|
)
|
|
(12,001
|
)
|
|
—
|
|
|
(12,001
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
57,430
|
|
|
—
|
|
|
—
|
|
|
57,430
|
|
|
—
|
|
|
57,430
|
|
||||||||
Change in redeemable equity
|
—
|
|
|
—
|
|
|
(163,142
|
)
|
|
—
|
|
|
—
|
|
|
(163,142
|
)
|
|
—
|
|
|
(163,142
|
)
|
||||||||
Contributions from stockholders
|
—
|
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
—
|
|
|
1,135
|
|
||||||||
Distributions to stockholders/non-controlling interest
|
—
|
|
|
—
|
|
|
(839,700
|
)
|
|
—
|
|
|
—
|
|
|
(839,700
|
)
|
|
(335
|
)
|
|
(840,035
|
)
|
||||||||
Transfer of goodwill
|
—
|
|
|
—
|
|
|
(23,101
|
)
|
|
—
|
|
|
—
|
|
|
(23,101
|
)
|
|
—
|
|
|
(23,101
|
)
|
||||||||
Recognition of previously unrealized excess tax benefits related to share-based awards in connection with the adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
310,771
|
|
|
—
|
|
|
310,771
|
|
|
—
|
|
|
310,771
|
|
||||||||
Issuance of common stock pursuant to organizational transactions prior to IPO
|
2,349
|
|
|
4,901
|
|
|
2,257,002
|
|
|
—
|
|
|
—
|
|
|
2,264,252
|
|
|
—
|
|
|
2,264,252
|
|
||||||||
Issuance of common stock pursuant to IPO
|
121
|
|
|
—
|
|
|
348,950
|
|
|
—
|
|
|
—
|
|
|
349,071
|
|
|
—
|
|
|
349,071
|
|
||||||||
Balance at December 31, 2017
|
$
|
2,470
|
|
|
$
|
4,901
|
|
|
$
|
4,642,128
|
|
|
$
|
854,824
|
|
|
$
|
(10,022
|
)
|
|
$
|
5,494,301
|
|
|
$
|
1,539
|
|
|
$
|
5,495,840
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2017 and 2016
(In thousands)
|
|||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
1,521,618
|
|
|
$
|
(831,479
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization (including impairments)
|
2,930,475
|
|
|
1,700,306
|
|
||
Impairment of assets included in restructuring charges
|
—
|
|
|
2,445
|
|
||
Gain on sale of affiliate interests
|
—
|
|
|
(206
|
)
|
||
Equity in net loss of affiliates
|
10,040
|
|
|
1,132
|
|
||
Gain on investments, net
|
(237,354
|
)
|
|
(141,896
|
)
|
||
Loss on derivative contracts, net
|
236,330
|
|
|
53,696
|
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
600,240
|
|
|
127,649
|
|
||
Amortization of deferred financing costs and discounts (premiums) on indebtedness
|
31,046
|
|
|
27,799
|
|
||
Settlement loss related to pension plan
|
1,845
|
|
|
3,298
|
|
||
Share-based compensation expense
|
57,430
|
|
|
14,368
|
|
||
Deferred income taxes
|
(2,871,144
|
)
|
|
(263,989
|
)
|
||
Excess tax benefit on share-based awards
|
—
|
|
|
(31
|
)
|
||
Provision for doubtful accounts
|
74,183
|
|
|
53,249
|
|
||
Change in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable, trade
|
(89,683
|
)
|
|
(58,760
|
)
|
||
Other receivables
|
(12,832
|
)
|
|
9,413
|
|
||
Prepaid expenses and other assets
|
(32,927
|
)
|
|
56,395
|
|
||
Amounts due from and due to affiliates
|
(32,970
|
)
|
|
41,351
|
|
||
Accounts payable
|
69,088
|
|
|
(11,814
|
)
|
||
Accrued liabilities
|
(265,031
|
)
|
|
312,871
|
|
||
Deferred revenue
|
12,310
|
|
|
9,835
|
|
||
Liabilities related to interest rate swap contracts
|
(921
|
)
|
|
78,823
|
|
||
Net cash provided by operating activities
|
2,001,743
|
|
|
1,184,455
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|||
Payment for acquisition, net of cash acquired
|
(46,703
|
)
|
|
(8,988,774
|
)
|
||
Net proceeds from sale of affiliate interests
|
—
|
|
|
13,825
|
|
||
Capital expenditures
|
(991,364
|
)
|
|
(625,541
|
)
|
||
Proceeds related to sale of equipment, including costs of disposal
|
9,743
|
|
|
5,885
|
|
||
Increase in other investments
|
(4,773
|
)
|
|
(4,608
|
)
|
||
Settlement of put-call options
|
(97,410
|
)
|
|
—
|
|
||
Additions to other intangible assets
|
(1,707
|
)
|
|
(106
|
)
|
||
Net cash used in investing activities
|
(1,132,214
|
)
|
|
(9,599,319
|
)
|
||
|
|
|
|
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years ended December 31, 2017 and 2016
(In thousands)
|
|||||||
|
2017
|
|
2016
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from credit facility debt
|
$
|
5,593,675
|
|
|
$
|
5,510,256
|
|
Repayment of credit facility debt
|
(4,411,581
|
)
|
|
(9,133,543
|
)
|
||
Proceeds from notes payable to affiliates and related parties
|
—
|
|
|
1,750,000
|
|
||
Issuance of senior notes
|
—
|
|
|
1,310,000
|
|
||
Proceeds from collateralized indebtedness
|
838,794
|
|
|
179,388
|
|
||
Repayment of collateralized indebtedness and related derivative contracts
|
(831,059
|
)
|
|
(143,102
|
)
|
||
Distributions to stockholders
|
(919,317
|
)
|
|
(365,559
|
)
|
||
Repayment of senior notes, including premiums and fees
|
(1,729,400
|
)
|
|
—
|
|
||
Proceeds from notes payable
|
33,733
|
|
|
—
|
|
||
Excess tax benefit on share-based awards
|
—
|
|
|
31
|
|
||
Principal payments on capital lease obligations
|
(15,157
|
)
|
|
(18,837
|
)
|
||
Additions to deferred financing costs
|
(8,600
|
)
|
|
(203,712
|
)
|
||
Proceeds from IPO, net of fees
|
349,071
|
|
|
—
|
|
||
Contributions from stockholders
|
1,135
|
|
|
1,246,499
|
|
||
Distributions to noncontrolling interests, net
|
(335
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(1,099,041
|
)
|
|
131,421
|
|
||
Net decrease in cash and cash equivalents
|
(229,512
|
)
|
|
(8,283,443
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of year
|
503,093
|
|
|
8,786,536
|
|
||
Cash, cash equivalents and restricted cash at end of year
|
$
|
273,581
|
|
|
$
|
503,093
|
|
•
|
the Company amended and restated its certificate of incorporation to, among other things, provide for Class A common stock, Class B common stock and Class C common stock;
|
•
|
BC Partners LLP ("BCP") and Canada Pension Plan Investment Board (‘‘CPPIB and together with BCP, the‘‘Co-Investors’’) and Uppernext S.C.S.p. ("Uppernext"), an entity controlled by Mr. Patrick Drahi (founder and controlling stockholder of Altice N.V.), exchanged their indirect ownership interest in the Company for shares of the Company’s common stock;
|
•
|
Neptune Management LP (‘‘Management LP’’) redeemed its Class B units for shares of the Company’s common stock that it received from the redemption of its Class B units in Neptune Holding US LP;
|
•
|
the Company converted
$525,000
aggregate principal amount of notes issued by the Company to the Co-Investors (together with accrued and unpaid interest and applicable premium) into shares of the Company’s common stock at the IPO price (see Note 9 for further details);
|
•
|
$1,225,000
aggregate principal amount of notes issued by the Company to a subsidiary of Altice N.V. (together with accrued and unpaid interest and applicable premium) was transferred to CVC 3 B.V., an indirect subsidiary of Altice N.V. ("CVC 3") and then the Company converted such notes into shares of the Company’s common stock at the IPO price (see Note 9 for further details);
|
•
|
the Co-Investors, Neptune Holding US LP, A4 S.A. (an entity controlled by the family of Mr. Drahi), and former Class B unitholders of Management LP (including Uppernext) exchanged shares of the Company’s common stock for new shares of the Company’s Class A common stock; and
|
•
|
CVC 3 and A4 S.A. exchanged shares of the Company’s common stock for new shares of the Company’s Class B common stock.
|
•
|
Approval of Altice N.V. shareholders of (i) the distribution in kind and (ii) the board resolution approving the change in identity and character of the business of Altice N.V. resulting from the Distribution;
|
•
|
Receipt of certain U.S. regulatory approvals, which could take up to 180 days;
|
•
|
This Registration Statement filed on January 8, 2018 being declared effective by the U.S. Securities and Exchange Commission (the ‘‘Commission’’);
|
•
|
The entry into the Master Separation Agreement and the entry into, amendments to or termination of various arrangements between Altice N.V. and the Company, such as a license to use the Altice brand, the stockholders’ agreement among Altice USA, Altice N.V. and certain other parties and the management agreement pursuant to which the Company pays a quarterly management fee to Altice N.V.; and
|
•
|
The declaration and payment of a one-time
$1.5 billion
dividend to Altice USA stockholders as of a record date prior to the Distribution (the ‘‘Pre-Distribution Dividend’’).
|
|
Year Ended December 31, 2017
|
||
|
|
||
Revenue
|
$
|
9,325,465
|
|
Operating expenses
|
8,482,728
|
|
|
Operating income
|
$
|
842,737
|
|
|
Fair Values
|
|
Estimated Useful Lives
|
||
|
|
|
|
||
Current assets
|
$
|
1,923,071
|
|
|
|
Accounts receivable
|
271,305
|
|
|
|
|
Property, plant and equipment
|
4,864,621
|
|
|
2-18 years
|
|
Goodwill
|
5,842,172
|
|
|
|
|
Indefinite-lived cable television franchises
|
8,113,575
|
|
|
Indefinite-lived
|
|
Customer relationships
|
4,850,000
|
|
|
8 to 18 years
|
|
Trade names (a)
|
1,010,000
|
|
|
12 years
|
|
Amortizable intangible assets
|
23,296
|
|
|
1-15 years
|
|
Other non-current assets
|
748,998
|
|
|
|
|
Current liabilities
|
(2,311,201
|
)
|
|
|
|
Long-term debt
|
(8,355,386
|
)
|
|
|
|
Deferred income taxes.
|
(6,832,773
|
)
|
|
|
|
Other non-current liabilities
|
(189,355
|
)
|
|
|
|
Total
|
$
|
9,958,323
|
|
|
|
|
(a)
|
See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.
|
|
Year Ended December 31, 2016
|
||
Revenue
|
$
|
9,154,816
|
|
Net loss
|
$
|
(721,257
|
)
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Continuing Operations:
|
|
|
|
||||
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)
|
$
|
2,264,252
|
|
|
$
|
—
|
|
Property and equipment accrued but unpaid
|
171,604
|
|
|
155,653
|
|
||
Distributions declared but not paid
|
—
|
|
|
79,617
|
|
||
Leasehold improvements paid by landlord
|
3,998
|
|
|
—
|
|
||
Notes payable to vendor
|
40,131
|
|
|
12,449
|
|
||
Capital lease obligations
|
9,385
|
|
|
—
|
|
||
Deferred financing costs accrued but unpaid
|
—
|
|
|
2,570
|
|
||
Supplemental Data:
|
|
|
|
||||
Cash interest paid
|
1,765,126
|
|
|
1,192,370
|
|
||
Income taxes paid, net
|
29,006
|
|
|
1,538
|
|
The following table summarizes the activity for the 2016 Restructuring Plan:
|
|
|
|||||||||
|
Severance and Other Employee Related Costs
|
|
Facility Realignment and Other Costs
|
|
Total
|
||||||
Restructuring charges incurred in 2016
|
$
|
215,420
|
|
|
$
|
11,157
|
|
|
$
|
226,577
|
|
Payments and other
|
(113,301
|
)
|
|
(2,760
|
)
|
|
(116,061
|
)
|
|||
Accrual balance at December 31, 2016
|
102,119
|
|
|
8,397
|
|
|
110,516
|
|
|||
Restructuring charges
|
142,679
|
|
|
7,243
|
|
|
149,922
|
|
|||
Payments and other
|
(131,324
|
)
|
|
(6,014
|
)
|
|
(137,338
|
)
|
|||
Accrual balance at December 31, 2017
|
$
|
113,474
|
|
|
$
|
9,626
|
|
|
$
|
123,100
|
|
|
|||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
Estimated
Useful Lives
|
||||
Customer premise equipment
|
$
|
1,093,726
|
|
|
$
|
871,049
|
|
|
3 to 5 years
|
Headends and related equipment
|
1,626,293
|
|
|
1,482,631
|
|
|
4 to 25 years
|
||
Infrastructure
|
3,998,503
|
|
|
3,740,494
|
|
|
3 to 25 years
|
||
Equipment and software
|
917,698
|
|
|
735,012
|
|
|
3 to 10 years
|
||
Construction in progress (including materials and supplies)
|
286,702
|
|
|
84,321
|
|
|
|
||
Furniture and fixtures
|
52,545
|
|
|
45,576
|
|
|
5 to 12 years
|
||
Transportation equipment
|
137,886
|
|
|
135,488
|
|
|
5 to 10 years
|
||
Buildings and building improvements
|
394,421
|
|
|
390,337
|
|
|
10 to 40 years
|
||
Leasehold improvements
|
108,071
|
|
|
104,309
|
|
|
Term of lease
|
||
Land
|
47,563
|
|
|
47,715
|
|
|
|
||
|
8,663,408
|
|
|
7,636,932
|
|
|
|
||
Less accumulated depreciation and amortization
|
(2,599,579
|
)
|
|
(1,039,297
|
)
|
|
|
||
|
$
|
6,063,829
|
|
|
$
|
6,597,635
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Buildings and equipment
|
$
|
48,936
|
|
|
$
|
53,833
|
|
Less accumulated depreciation
|
(12,972
|
)
|
|
(6,306
|
)
|
||
|
$
|
35,964
|
|
|
$
|
47,527
|
|
2018
|
$
|
74,992
|
|
2019
|
72,142
|
|
|
2020
|
69,203
|
|
|
2021
|
63,735
|
|
|
2022
|
55,234
|
|
|
Thereafter
|
140,406
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
|
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Estimated Useful Lives
|
||||||||||||
Customer relationships
|
$
|
5,970,884
|
|
|
$
|
(1,409,021
|
)
|
|
$
|
4,561,863
|
|
|
$
|
5,925,884
|
|
|
$
|
(580,276
|
)
|
|
$
|
5,345,608
|
|
|
8 to 18 years
|
Trade names (a)
|
1,067,083
|
|
|
(588,574
|
)
|
|
478,509
|
|
|
1,066,783
|
|
|
(83,397
|
)
|
|
983,386
|
|
|
2 to 5 years
|
||||||
Other amortizable intangibles
|
37,060
|
|
|
(10,978
|
)
|
|
26,082
|
|
|
26,743
|
|
|
(3,093
|
)
|
|
23,650
|
|
|
1 to 15 years
|
||||||
|
$
|
7,075,027
|
|
|
$
|
(2,008,573
|
)
|
|
$
|
5,066,454
|
|
|
$
|
7,019,410
|
|
|
$
|
(666,766
|
)
|
|
$
|
6,352,644
|
|
|
|
|
(a)
|
On May 23, 2017, Altice N.V. announced the adoption of a global brand to replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles to
three years
from the date of the adoption, which reflected
one year
as an in-use asset and
two years
as a defensive asset. In December 2017, the Company made a decision to postpone the adoption of a global brand that would have replaced the Optimum brand, increasing the useful life of the Optimum trade name intangible asset to
5 years
.
|
Estimated amortization expense
|
|
|
|
Year Ending December 31, 2018
|
$
|
873,133
|
|
Year Ending December 31, 2019
|
777,846
|
|
|
Year Ending December 31, 2020
|
696,240
|
|
|
Year Ending December 31, 2021
|
616,718
|
|
|
Year Ending December 31, 2022
|
537,100
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Cablevision
|
|
Cequel
|
|
Total
|
|
Cablevision
|
|
Cequel
|
|
Total
|
||||||||||||
Cable television franchises
|
$
|
8,113,575
|
|
|
$
|
4,906,506
|
|
|
$
|
13,020,081
|
|
|
$
|
8,113,575
|
|
|
$
|
4,906,506
|
|
|
$
|
13,020,081
|
|
Goodwill
|
5,843,019
|
|
|
2,153,741
|
|
|
7,996,760
|
|
|
5,838,959
|
|
|
2,153,741
|
|
|
7,992,700
|
|
||||||
Total
|
$
|
13,956,594
|
|
|
$
|
7,060,247
|
|
|
$
|
21,016,841
|
|
|
$
|
13,952,534
|
|
|
$
|
7,060,247
|
|
|
$
|
21,012,781
|
|
Gross goodwill as of January 1, 2016
|
$
|
2,040,402
|
|
Goodwill recorded in connection with Cablevision Acquisition
|
5,838,959
|
|
|
Adjustments to purchase accounting relating to Cequel Acquisition
|
113,339
|
|
|
Gross goodwill as of January 1, 2017
|
7,992,700
|
|
|
Goodwill recorded in connection with acquisitions in the first and fourth quarters of 2017 (Cablevision Segment)
|
23,948
|
|
|
Adjustments to purchase accounting relating to Cablevision Acquisition
|
3,213
|
|
|
Transfer of Cablevision goodwill related to Altice Technical Services US Corp. (See Note 14 for further details)
|
(23,101
|
)
|
|
Net goodwill as of December 31, 2017
|
$
|
7,996,760
|
|
•
|
in respect of the CVC Term Loans, (i) with respect to any alternate base rate loan,
1.25%
per annum and (ii) with respect to any eurodollar loan,
2.25%
per annum, and
|
•
|
in respect of the CVC Revolving Credit Facility loans (i) with respect to any alternate base rate loan,
2.25%
per annum and (ii) with respect to any eurodollar loan,
3.25%
per annum.
|
•
|
in respect of the Cequel Term Loans, (i) with respect to any alternate base rate loan,
1.25%
per annum and (ii) with respect to any eurodollar loan,
2.25%
per annum, and
|
•
|
in respect of Cequel Revolving Credit Facility loans (i) with respect to any alternate base rate loan,
2.25%
per annum and (ii) with respect to any eurodollar loan,
3.25%
per annum.
|
|
|
|
|
|
|
|
Carrying Amount (a)
|
||||||||
|
Maturity Date
|
|
Interest Rate
|
|
Principal
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
CSC Holdings Restricted Group:
|
|
|
|
|
|
|
|
|
|
||||||
Revolving Credit Facility (b)
|
$20,000 on October 9, 2020, remaining balance on November 30, 2021
|
|
4.75%
|
|
$
|
450,000
|
|
|
$
|
425,488
|
|
|
$
|
145,013
|
|
Term Loan Facility
|
July 17, 2025
|
|
3.74%
|
|
2,985,000
|
|
|
2,967,818
|
|
|
2,486,874
|
|
|||
Cequel:
|
|
|
|
|
|
|
|
|
|
||||||
Revolving Credit Facility (c)
|
November 30, 2021
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Term Loan Facility
|
July 28, 2025
|
|
3.82%
|
|
1,258,675
|
|
|
1,250,217
|
|
|
812,903
|
|
|||
|
|
|
|
|
$
|
4,693,675
|
|
|
4,643,523
|
|
|
3,444,790
|
|
||
Less: Current portion
|
42,650
|
|
|
33,150
|
|
||||||||||
Long-term debt
|
$
|
4,600,873
|
|
|
$
|
3,411,640
|
|
|
(a)
|
The carrying amount is net of the unamortized deferred financing costs and/or discounts.
|
(b)
|
At
December 31, 2017
,
$115,973
of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and
$1,734,027
of the facility was undrawn and available, subject to covenant limitations.
|
(c)
|
At
December 31, 2017
,
$13,500
of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and
$336,500
of the facility was undrawn and available, subject to covenant limitations.
|
|
(a)
|
The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.
|
(b)
|
The debentures are not redeemable by CSC Holdings prior to maturity.
|
(c)
|
Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
|
(d)
|
The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.
|
(e)
|
The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any. The Company may also redeem up to
40%
of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to
110.125%
for the 2023 Notes,
110.875%
for the 2025 Notes and
106.625%
for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to
100%
of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.
|
(f)
|
The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction
of
$52,788
).
|
(g)
|
The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any. In addition, up to
40%
may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to
105.500%
, plus accrued and unpaid interest.
|
(h)
|
Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to
40%
of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to
105.375%
.
|
(i)
|
Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to
40%
of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to
107.750%
.
|
(j)
|
Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to
40%
of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to
105.500%
.
|
(k)
|
In April 2017, the Company redeemed
$500,000
of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of
$400,000
.
|
(l)
|
In July 2017, the Company used approximately
$350,120
of the proceeds from the IPO to fund the redemption of
$315,779
principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately
$34,341
which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating
$4,516
.
|
(m)
|
In April 2017, the Company redeemed
$450,000
of the senior notes from proceeds from the Cequel Term Loan facility.
|
(n)
|
As a result of the repayment of these notes in February 2018, discussed in Note 20, the carrying amount of these Notes has been classified as long-term indebtedness.
|
(o)
|
The issuers of these notes have no ability to service interest or principal on the notes, other than through any dividends or distributions received from CSC Holdings. CSC Holdings is restricted, in certain circumstances, from paying dividends or distributions to the issuers by the terms of the CVC Credit Facilities Agreement.
|
(p)
|
The issuers of these notes have no ability to service interest or principal on the notes, other than through any contributions/distributions from Cequel Communications, LLC (an indirect subsidiary of Cequel and the parent of Altice US Finance I). Cequel Communications, LLC is restricted in certain circumstances, from paying dividends or distributions to the issuers by the terms of the Cequel Credit Facilities Agreement.
|
Years Ending December 31,
|
Cablevision
|
|
Cequel
|
|
Total
|
||||||
2018
|
$
|
1,619,094
|
|
|
$
|
16,518
|
|
|
$
|
1,635,612
|
|
2019
|
565,604
|
|
|
18,310
|
|
|
583,914
|
|
|||
2020
|
552,902
|
|
|
1,062,713
|
|
|
1,615,615
|
|
|||
2021
|
2,921,269
|
|
|
1,262,723
|
|
|
4,183,992
|
|
|||
2022
|
680,700
|
|
|
12,734
|
|
|
693,434
|
|
|||
Thereafter
|
9,380,513
|
|
|
4,416,270
|
|
|
13,796,783
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Balance Sheet
Location
|
|
Fair Value at December 31, 2017
|
|
Fair Value at December 31, 2016
|
|
Fair Value at December 31, 2017
|
|
Fair Value at December 31, 2016
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prepaid forward contracts
|
|
Derivative contracts, current
|
|
$
|
52,545
|
|
|
$
|
352
|
|
|
$
|
(52,545
|
)
|
|
$
|
(13,158
|
)
|
Prepaid forward contracts
|
|
Derivative contracts, long-term
|
|
—
|
|
|
10,604
|
|
|
(109,504
|
)
|
|
—
|
|
||||
Interest rate swap contracts
|
|
Liabilities under derivative contracts, long-term
|
|
—
|
|
|
—
|
|
|
(77,902
|
)
|
|
(78,823
|
)
|
||||
|
|
|
|
$
|
52,545
|
|
|
$
|
10,956
|
|
|
$
|
(239,951
|
)
|
|
$
|
(91,981
|
)
|
Number of shares (a)
|
26,815,368
|
|
|
Collateralized indebtedness settled
|
$
|
(774,703
|
)
|
Derivatives contracts settled
|
(56,356
|
)
|
|
|
(831,059
|
)
|
|
Proceeds from new monetization contracts
|
838,794
|
|
|
Net cash proceeds
|
$
|
7,735
|
|
|
(a)
|
Share amounts are adjusted for the
2
for 1 stock split in February 2017.
|
•
|
Level I - Quoted prices for identical instruments in active markets.
|
•
|
Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level III - Instruments whose significant value drivers are unobservable.
|
|
Fair Value
Hierarchy
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
|
|
||||
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)
|
Level I
|
|
$
|
5,949
|
|
|
$
|
100,139
|
|
Investment securities pledged as collateral
|
Level I
|
|
1,720,357
|
|
|
1,483,030
|
|
||
Prepaid forward contracts
|
Level II
|
|
52,545
|
|
|
10,956
|
|
||
Liabilities:
|
|
|
|
|
|
||||
Prepaid forward contracts
|
Level II
|
|
162,049
|
|
|
13,158
|
|
||
Interest rate swap contracts
|
Level II
|
|
77,902
|
|
|
78,823
|
|
||
Contingent consideration related to 2017 acquisitions
|
Level III
|
|
32,233
|
|
|
—
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
Hierarchy
|
|
Carrying
Amount (a)
|
|
Estimated
Fair Value
|
|
Carrying
Amount (a)
|
|
Estimated
Fair Value
|
||||||||
Altice USA debt instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Notes payable to affiliates and related parties
|
Level II
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,750,000
|
|
|
$
|
1,837,876
|
|
CSC Holdings debt instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Credit facility debt
|
Level II
|
|
3,393,306
|
|
|
3,435,000
|
|
|
2,631,887
|
|
|
2,675,256
|
|
||||
Collateralized indebtedness
|
Level II
|
|
1,349,474
|
|
|
1,305,932
|
|
|
1,286,069
|
|
|
1,280,048
|
|
||||
Senior guaranteed notes
|
Level II
|
|
2,291,185
|
|
|
2,420,000
|
|
|
2,289,494
|
|
|
2,416,375
|
|
||||
Senior notes and debentures
|
Level II
|
|
6,409,889
|
|
|
7,221,846
|
|
|
6,732,816
|
|
|
7,731,150
|
|
||||
Notes payable
|
Level II
|
|
56,956
|
|
|
55,289
|
|
|
13,726
|
|
|
13,260
|
|
||||
Cablevision senior notes
|
Level II
|
|
1,818,115
|
|
|
1,931,239
|
|
|
2,742,082
|
|
|
2,920,056
|
|
||||
Cequel debt instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cequel credit facility
|
Level II
|
|
1,250,217
|
|
|
1,258,675
|
|
|
812,903
|
|
|
815,000
|
|
||||
Senior secured notes
|
Level II
|
|
2,570,506
|
|
|
2,658,930
|
|
|
2,566,802
|
|
|
2,689,750
|
|
||||
Senior notes
|
Level II
|
|
2,770,737
|
|
|
2,983,615
|
|
|
3,176,131
|
|
|
3,517,275
|
|
||||
Notes payable
|
Level II
|
|
8,946
|
|
|
8,945
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
$
|
21,919,331
|
|
|
$
|
23,279,471
|
|
|
$
|
24,001,910
|
|
|
$
|
25,896,046
|
|
|
(a)
|
Amounts are net of unamortized deferred financing costs and discounts/premiums.
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Current expense (benefit):
|
|
|
|
||||
Federal
|
$
|
5,657
|
|
|
$
|
(981
|
)
|
State
|
12,509
|
|
|
5,310
|
|
||
|
18,166
|
|
|
4,329
|
|
||
Deferred benefit:
|
|
|
|
||||
Federal
|
(2,088,652
|
)
|
|
(223,159
|
)
|
||
State
|
(782,492
|
)
|
|
(40,830
|
)
|
||
|
(2,871,144
|
)
|
|
(263,989
|
)
|
||
Tax benefit relating to uncertain tax positions
|
11
|
|
|
(6
|
)
|
||
Income tax benefit
|
$
|
(2,852,967
|
)
|
|
$
|
(259,666
|
)
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Federal tax benefit at statutory rate
|
$
|
(465,972
|
)
|
|
$
|
(381,901
|
)
|
State income taxes, net of federal impact
|
(59,719
|
)
|
|
(39,336
|
)
|
||
Changes in the valuation allowance
|
(111
|
)
|
|
297
|
|
||
Impact of Federal Tax Reform
|
(2,337,900
|
)
|
|
—
|
|
||
Changes in the state rates used to measure deferred taxes, net of federal impact
|
(12,896
|
)
|
|
153,239
|
|
||
Tax benefit relating to uncertain tax positions
|
(253
|
)
|
|
(120
|
)
|
||
Non-deductible share-based compensation related to the carried unit plan
|
20,101
|
|
|
5,029
|
|
||
Non-deductible Cablevision Acquisition transaction costs
|
—
|
|
|
4,457
|
|
||
Other non-deductible expenses
|
3,349
|
|
|
1,551
|
|
||
Other, net
|
434
|
|
|
(2,882
|
)
|
||
Income tax benefit
|
$
|
(2,852,967
|
)
|
|
$
|
(259,666
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Noncurrent
|
|
|
|
||||
NOLs and tax credit carry forwards
|
$
|
784,334
|
|
|
$
|
971,728
|
|
Compensation and benefit plans
|
48,280
|
|
|
93,939
|
|
||
Partnership investments
|
68,054
|
|
|
113,473
|
|
||
Restructuring liability
|
33,247
|
|
|
37,393
|
|
||
Other liabilities
|
38,140
|
|
|
45,561
|
|
||
Liabilities under derivative contracts
|
21,034
|
|
|
31,529
|
|
||
Interest deferred for tax purposes
|
128,516
|
|
|
39,633
|
|
||
Other
|
7,182
|
|
|
6,615
|
|
||
Deferred tax asset
|
1,128,787
|
|
|
1,339,871
|
|
||
Valuation allowance
|
(3,000
|
)
|
|
(3,125
|
)
|
||
Net deferred tax asset, noncurrent
|
1,125,787
|
|
|
1,336,746
|
|
||
Fixed assets and intangibles
|
(5,733,319
|
)
|
|
(9,065,635
|
)
|
||
Investments
|
(113,628
|
)
|
|
(187,795
|
)
|
||
Prepaid expenses
|
(8,007
|
)
|
|
(10,172
|
)
|
||
Fair value adjustments related to debt and deferred financing costs
|
(40,215
|
)
|
|
(30,535
|
)
|
||
Other
|
(5,733
|
)
|
|
(9,424
|
)
|
||
Deferred tax liability, noncurrent
|
(5,900,902
|
)
|
|
(9,303,561
|
)
|
||
Total net deferred tax liability
|
$
|
(4,775,115
|
)
|
|
$
|
(7,966,815
|
)
|
Balance at January 1, 2016
|
$
|
4,025
|
|
Increases related to prior year tax positions
|
11
|
|
|
Balance at December 31, 2017
|
$
|
4,036
|
|
|
Number of Time
Vesting Awards
|
|
Number of Performance
Based Vesting Awards
|
|
Weighted Average Grant Date Fair Value
|
||||
Balance, December 31, 2016
|
192,800,000
|
|
|
10,000,000
|
|
|
$
|
0.37
|
|
Granted
|
28,025,000
|
|
|
—
|
|
|
3.14
|
|
|
Forfeited
|
(7,854,166
|
)
|
|
—
|
|
|
0.37
|
|
|
Vested
|
(44,420,833
|
)
|
|
—
|
|
|
0.41
|
|
|
Balance, December 31, 2017
|
168,550,001
|
|
|
10,000,000
|
|
|
0.71
|
|
Risk-free interest rate
|
|
2.30%
|
Expected life (in years)
|
|
6.44
|
Dividend yield
|
|
—%
|
Volatility
|
|
33.95%
|
Grant date fair value
|
|
$8.77
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue
|
$
|
2,205
|
|
|
$
|
1,086
|
|
Operating expenses:
|
|
|
|
||||
Programming and other direct costs
|
$
|
(4,176
|
)
|
|
$
|
(1,947
|
)
|
Other operating expenses, net
|
(106,084
|
)
|
|
(18,854
|
)
|
||
Operating expenses, net
|
(110,260
|
)
|
|
(20,801
|
)
|
||
|
|
|
|
||||
Interest expense (see Note 9)(a)
|
(90,405
|
)
|
|
(112,712
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs (see Note 9)
|
(513,723
|
)
|
|
—
|
|
||
Net charges
|
$
|
(712,183
|
)
|
|
$
|
(132,427
|
)
|
Capital Expenditures
|
$
|
133,918
|
|
|
$
|
45,886
|
|
|
(a)
|
The 2016 amount includes
$10,155
related to Holdco Notes prior to the exchange in addition to the interest related to notes payable to affiliates and related parties discussed in Note 9.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Due from:
|
|
|
|
||||
Altice US Finance S.A. (a)
|
$
|
12,951
|
|
|
$
|
12,951
|
|
Newsday (b)
|
2,713
|
|
|
6,114
|
|
||
Altice Management Americas (b)
|
33
|
|
|
3,117
|
|
||
i24NEWS (b)
|
4,036
|
|
|
—
|
|
||
Other Altice N.V. subsidiaries (b)
|
1,623
|
|
|
—
|
|
||
|
$
|
21,356
|
|
|
$
|
22,182
|
|
Due to:
|
|
|
|
||||
CVC 3BV (c)
|
$
|
—
|
|
|
$
|
71,655
|
|
Neptune Holdings US LP (c)
|
—
|
|
|
7,962
|
|
||
Altice Management International (d)
|
—
|
|
|
44,121
|
|
||
ATS (b)(e)
|
2,948
|
|
|
—
|
|
||
Newsday (b)
|
33
|
|
|
275
|
|
||
Altice Labs S.A. (d)
|
7,354
|
|
|
866
|
|
||
Other Altice N.V. subsidiaries (f)
|
3,611
|
|
|
2,484
|
|
||
|
$
|
13,946
|
|
|
$
|
127,363
|
|
|
(a)
|
Represents interest on senior notes paid by the Company on behalf of the affiliate.
|
(b)
|
Represents amounts paid by the Company on behalf of the respective related party and for Newsday and ATS, the net amounts due from the related party also include charges for certain transition services provided.
|
(c)
|
Represents distributions payable to stockholders.
|
(d)
|
Amounts payable as of December 31, 2016 primarily represent amounts due for equipment purchases and/or software development services discussed above.
|
(e)
|
Represents amounts due to ATS for construction, maintenance, and installation services, net of charges to ATS pursuant to the TSA. See discussion above.
|
(f)
|
Represents amounts due to affiliates for services provided to the Company.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Year 1
|
|
Years 2-3
|
|
Years 4-5
|
|
More than
5 years
|
||||||||||
Off balance sheet arrangements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase obligations (a)
|
$
|
8,423,735
|
|
|
$
|
3,071,514
|
|
|
$
|
4,179,616
|
|
|
$
|
1,092,786
|
|
|
$
|
79,819
|
|
Guarantees (b)
|
36,224
|
|
|
34,716
|
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit (c)
|
129,473
|
|
|
200
|
|
|
120
|
|
|
129,153
|
|
|
—
|
|
|||||
Total
|
$
|
8,589,432
|
|
|
$
|
3,106,430
|
|
|
$
|
4,181,244
|
|
|
$
|
1,221,939
|
|
|
$
|
79,819
|
|
|
(a)
|
Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to customers and minimum purchase obligations to purchase goods or services. Future fees payable under contracts with programming vendors are based on numerous factors, including the number of customers receiving the programming. Amounts reflected above related to programming agreements are based on the number of customers receiving the programming as of December 31,
2017
multiplied by the per customer rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of
December 31, 2017
.
|
(b)
|
Includes franchise and performance surety bonds primarily for the Company's cable television systems.
|
(c)
|
Represent letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments due by period for these arrangements represent the year in which the commitment expires although payments under these arrangements are required only in the event of nonperformance.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||
|
Cablevision
|
|
Cequel
|
|
Total
|
|
Cablevision (a)
|
|
Cequel
|
|
Total
|
||||||||||||
Operating income
|
$
|
345,063
|
|
|
$
|
520,321
|
|
|
$
|
865,384
|
|
|
$
|
74,865
|
|
|
$
|
384,801
|
|
|
$
|
459,666
|
|
Share-based compensation
|
42,060
|
|
|
15,370
|
|
|
57,430
|
|
|
9,164
|
|
|
5,204
|
|
|
14,368
|
|
||||||
Restructuring and other expense
|
112,384
|
|
|
40,017
|
|
|
152,401
|
|
|
212,150
|
|
|
28,245
|
|
|
240,395
|
|
||||||
Depreciation and amortization (including impairments)
|
2,251,614
|
|
|
678,861
|
|
|
2,930,475
|
|
|
963,665
|
|
|
736,641
|
|
|
1,700,306
|
|
||||||
Adjusted EBITDA
|
$
|
2,751,121
|
|
|
$
|
1,254,569
|
|
|
$
|
4,005,690
|
|
|
$
|
1,259,844
|
|
|
$
|
1,154,891
|
|
|
$
|
2,414,735
|
|
|
(a)
|
Reflects operating results of Cablevision from the date of acquisition.
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Operating income for reportable segments
|
$
|
865,384
|
|
|
$
|
459,666
|
|
Items excluded from operating income:
|
|
|
|
||||
Interest expense
|
(1,603,132
|
)
|
|
(1,456,541
|
)
|
||
Interest income
|
1,921
|
|
|
13,811
|
|
||
Gain on investments, net
|
237,354
|
|
|
141,896
|
|
||
Loss on derivative contracts, net
|
(236,330
|
)
|
|
(53,696
|
)
|
||
Gain (loss) on interest rate swap contracts
|
5,482
|
|
|
(72,961
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
(600,240
|
)
|
|
(127,649
|
)
|
||
Other income (expense), net
|
(1,788
|
)
|
|
4,329
|
|
||
Loss before income taxes
|
$
|
(1,331,349
|
)
|
|
$
|
(1,091,145
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||
|
Cablevision (a)
|
|
Cequel
|
|
Eliminations
|
|
Total
|
|
Cablevision (a)
|
|
Cequel
|
|
Total
|
||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pay TV
|
$
|
3,113,238
|
|
|
$
|
1,101,507
|
|
|
$
|
—
|
|
|
$
|
4,214,745
|
|
|
$
|
1,638,691
|
|
|
$
|
1,120,525
|
|
|
$
|
2,759,216
|
|
Broadband
|
1,603,015
|
|
|
960,757
|
|
|
—
|
|
|
2,563,772
|
|
|
782,615
|
|
|
834,414
|
|
|
1,617,029
|
|
|||||||
Telephony
|
693,478
|
|
|
130,503
|
|
|
—
|
|
|
823,981
|
|
|
376,034
|
|
|
153,939
|
|
|
529,973
|
|
|||||||
Business services and wholesale
|
923,161
|
|
|
375,656
|
|
|
—
|
|
|
1,298,817
|
|
|
468,632
|
|
|
350,909
|
|
|
819,541
|
|
|||||||
Advertising
|
321,149
|
|
|
73,509
|
|
|
(2,792
|
)
|
|
391,866
|
|
|
163,678
|
|
|
88,371
|
|
|
252,049
|
|
|||||||
Other
|
10,747
|
|
|
22,642
|
|
|
—
|
|
|
33,389
|
|
|
14,402
|
|
|
25,002
|
|
|
39,404
|
|
|||||||
Total Revenue
|
$
|
6,664,788
|
|
|
$
|
2,664,574
|
|
|
$
|
(2,792
|
)
|
|
$
|
9,326,570
|
|
|
$
|
3,444,052
|
|
|
$
|
2,573,160
|
|
|
$
|
6,017,212
|
|
|
(a)
|
Reflects revenue from the Cablevision Acquisition Date.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
382,517
|
|
|
$
|
403,963
|
|
Interest cost
|
11,786
|
|
|
14,077
|
|
||
Actuarial loss (gain)
|
13,171
|
|
|
(11,429
|
)
|
||
Curtailments
|
6,332
|
|
|
3,968
|
|
||
Settlements
|
6,910
|
|
|
—
|
|
||
Benefits paid
|
(121,650
|
)
|
|
(28,062
|
)
|
||
Projected benefit obligation at end of year
|
299,066
|
|
|
382,517
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
|
|||
Fair value of plan assets at beginning of year
|
284,118
|
|
|
297,846
|
|
||
Actual return on plan assets, net
|
6,356
|
|
|
5,829
|
|
||
Employer contributions
|
26,944
|
|
|
8,505
|
|
||
Benefits paid
|
(121,650
|
)
|
|
(28,062
|
)
|
||
Fair value of plan assets at end of year
|
195,768
|
|
|
284,118
|
|
||
Unfunded status at end of year
|
$
|
(103,298
|
)
|
|
$
|
(98,399
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Defined Benefit Plans
|
$
|
(103,298
|
)
|
|
$
|
(98,399
|
)
|
Less: Current portion related to nonqualified plans
|
135
|
|
|
14,293
|
|
||
Long-term defined benefit plan obligations
|
$
|
(103,163
|
)
|
|
$
|
(84,106
|
)
|
|
Years Ended December 31,
|
|
|||||
|
2017
|
|
2016
|
||||
Interest cost
|
$
|
11,786
|
|
|
$
|
6,946
|
|
Expected return on plan assets, net
|
(4,907
|
)
|
|
(4,022
|
)
|
||
Curtailment loss
|
3,137
|
|
|
231
|
|
||
Settlement loss (income) (reclassified from accumulated other comprehensive loss) (a)
|
1,845
|
|
|
(154
|
)
|
||
Net periodic benefit cost
|
$
|
11,861
|
|
|
$
|
3,001
|
|
|
(a)
|
As a result of benefit payments to terminated or retired individuals exceeding the service and interest costs for the Pension Plan and the Excess Cash Balance Pension Plan during the year ended December 31, 2017 and during the period June 21, 2016 through December 31, 2016, the Company recognized a non-cash settlement loss that represented the acceleration of the recognition of a portion of the previously unrecognized actuarial losses recorded in accumulated other comprehensive loss on the Company’s consolidated balance sheet relating to these plans.
|
|
Net Periodic Benefit Cost
|
|
Benefit Obligations at December 31,
|
||||||||
|
For the Year Ended December 31, 2017
|
|
For the Period June 21, 2016 to
December 31, 2016
|
|
2017
|
|
2016
|
||||
Discount rate (a)
|
3.69
|
%
|
|
3.53
|
%
|
|
3.50
|
%
|
|
3.81
|
%
|
Rate of increase in future compensation levels
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected rate of return on plan assets (Pension Plan only)
|
3.90
|
%
|
|
3.97
|
%
|
|
N/A
|
|
|
N/A
|
|
|
(a)
|
The discount rate of
3.53%
for the period June 21, 2016 through December 31, 2016, represents the average of the quarterly discount rates used to remeasure the Company's projected benefit obligation and net periodic benefit cost in connection with the recognition of settlement losses discussed above.
|
|
Plan Assets at December 31,
|
||||
|
2017
|
|
2016
|
||
Asset Class:
|
|
|
|
||
Mutual funds
|
32
|
%
|
|
43
|
%
|
Fixed income securities
|
66
|
|
|
55
|
|
Cash equivalents and other
|
2
|
|
|
2
|
|
|
100
|
%
|
|
100
|
%
|
Asset Class
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
61,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,833
|
|
Fixed income securities held in a portfolio:
|
|
|
|
|
|
|
|
||||||||
Foreign issued corporate debt
|
—
|
|
|
10,721
|
|
|
—
|
|
|
10,721
|
|
||||
U.S. corporate debt
|
—
|
|
|
39,992
|
|
|
—
|
|
|
39,992
|
|
||||
Government debt
|
—
|
|
|
4,645
|
|
|
—
|
|
|
4,645
|
|
||||
U.S. Treasury securities
|
—
|
|
|
62,601
|
|
|
—
|
|
|
62,601
|
|
||||
Asset-backed securities
|
—
|
|
|
10,978
|
|
|
—
|
|
|
10,978
|
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents (a)
|
6,691
|
|
|
2,782
|
|
|
—
|
|
|
9,473
|
|
||||
Total (b)
|
$
|
68,524
|
|
|
$
|
131,719
|
|
|
$
|
—
|
|
|
$
|
200,243
|
|
|
(a)
|
A significant portion represents an investment in a short-term investment fund that invests primarily in securities of high quality and low risk.
|
(b)
|
Excludes cash and net payables relating to the purchase of securities that were not settled as of December 31, 2017.
|
Asset Class
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
121,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121,356
|
|
Fixed income securities held in a portfolio:
|
|
|
|
|
|
|
|
||||||||
Foreign issued corporate debt
|
—
|
|
|
13,583
|
|
|
—
|
|
|
13,583
|
|
||||
U.S. corporate debt
|
—
|
|
|
48,046
|
|
|
—
|
|
|
48,046
|
|
||||
Government debt
|
—
|
|
|
4,810
|
|
|
—
|
|
|
4,810
|
|
||||
U.S. Treasury securities
|
—
|
|
|
77,285
|
|
|
—
|
|
|
77,285
|
|
||||
Asset-backed securities
|
—
|
|
|
14,065
|
|
|
—
|
|
|
14,065
|
|
||||
Other
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||
Cash equivalents (a)
|
2,593
|
|
|
3,089
|
|
|
—
|
|
|
5,682
|
|
||||
Total (b)
|
$
|
123,949
|
|
|
$
|
161,125
|
|
|
$
|
—
|
|
|
$
|
285,074
|
|
|
(a)
|
A significant portion represents an investment in a short-term investment fund that invests primarily in securities of high quality and low risk.
|
(b)
|
Excludes cash and net payables relating to the purchase of securities that were not settled as of December 31, 2016.
|
2018
|
$
|
96,482
|
|
2019
|
18,960
|
|
|
2020
|
14,052
|
|
|
2021
|
13,282
|
|
|
2022
|
13,792
|
|
|
2023-2027
|
69,369
|
|
|
Balance at Beginning of Period
|
|
Provision for Bad Debt
|
|
Deductions/ Write-Offs and Other Charges
|
|
Balance at End of Period
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
11,677
|
|
|
$
|
74,183
|
|
|
$
|
(72,440
|
)
|
|
$
|
13,420
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
1,051
|
|
|
$
|
53,249
|
|
|
$
|
(42,623
|
)
|
|
$
|
11,677
|
|
|
March 31,
2017
|
|
June 30,
2017
|
|
September 30,
2017
|
|
December 31,
2017 (a)
|
|
Total
2017
|
||||||||||
Revenues, net
|
$
|
2,305,676
|
|
|
$
|
2,328,341
|
|
|
$
|
2,327,175
|
|
|
$
|
2,365,378
|
|
|
$
|
9,326,570
|
|
Operating expenses
|
(2,057,442
|
)
|
|
(2,071,559
|
)
|
|
(2,192,311
|
)
|
|
(2,139,874
|
)
|
|
(8,461,186
|
)
|
|||||
Operating income
|
$
|
248,234
|
|
|
$
|
256,782
|
|
|
$
|
134,864
|
|
|
$
|
225,504
|
|
|
$
|
865,384
|
|
Net income (loss)
|
$
|
(76,188
|
)
|
|
$
|
(474,790
|
)
|
|
$
|
(182,086
|
)
|
|
$
|
2,254,682
|
|
|
$
|
1,521,618
|
|
Net income attributable to noncontrolling interests
|
(237
|
)
|
|
(365
|
)
|
|
(135
|
)
|
|
(850
|
)
|
|
(1,587
|
)
|
|||||
Net income (loss) attributable to Altice USA Inc.'s stockholders
|
$
|
(76,425
|
)
|
|
$
|
(475,155
|
)
|
|
$
|
(182,221
|
)
|
|
$
|
2,253,832
|
|
|
$
|
1,520,031
|
|
Basic and diluted net income (loss) per share attributable to Altice USA Inc.'s stockholders
|
$
|
(0.12
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
3.06
|
|
|
$
|
2.18
|
|
|
(a)
|
Pursuant to the enactment of the Tax Reform on December 22, 2017, the Company recorded a noncash deferred tax benefit of
$2,337,900
to remeasure the net deferred tax liability to adjust for the reduction in the corporate federal income tax rate
35%
to
21%
which is effective on January 1, 2018.
|
|
March 31,
2016
|
|
June 30,
2016
|
|
September 30,
2016
|
|
December 31,
2016
|
|
Total
2016
|
||||||||||
Revenues, net
|
$
|
627,589
|
|
|
$
|
823,501
|
|
|
$
|
2,260,221
|
|
|
$
|
2,305,901
|
|
|
$
|
6,017,212
|
|
Operating expenses
|
(573,329
|
)
|
|
(778,098
|
)
|
|
(2,117,442
|
)
|
|
(2,088,677
|
)
|
|
(5,557,546
|
)
|
|||||
Operating income
|
$
|
54,260
|
|
|
$
|
45,403
|
|
|
$
|
142,779
|
|
|
$
|
217,224
|
|
|
$
|
459,666
|
|
Net loss
|
$
|
(140,748
|
)
|
|
$
|
(282,129
|
)
|
|
$
|
(172,553
|
)
|
|
$
|
(236,049
|
)
|
|
$
|
(831,479
|
)
|
Net loss (income) attributable to noncontrolling interests
|
—
|
|
|
364
|
|
|
(256
|
)
|
|
(659
|
)
|
|
(551
|
)
|
|||||
Net loss attributable to Altice USA, Inc. stockholders
|
$
|
(140,748
|
)
|
|
$
|
(281,765
|
)
|
|
$
|
(172,809
|
)
|
|
$
|
(236,708
|
)
|
|
$
|
(832,030
|
)
|
Basic and diluted net loss per share attributable to Altice USA Inc.'s stockholders
|
$
|
(0.22
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(1.28
|
)
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2015
(In thousands)
|
|||
ASSETS
|
|
||
|
|
||
Current Assets:
|
December 31, 2015
|
||
|
|
||
Cash and cash equivalents
|
$
|
1,003,279
|
|
Restricted cash
|
1,600
|
|
|
Accounts receivable, trade (less allowance for doubtful accounts of $6,039)
|
266,383
|
|
|
Prepaid expenses and other current assets
|
123,242
|
|
|
Amounts due from affiliates
|
767
|
|
|
Deferred tax asset
|
14,596
|
|
|
Investment securities pledged as collateral
|
455,386
|
|
|
Derivative contracts
|
10,333
|
|
|
Total current assets
|
1,875,586
|
|
|
Property, plant and equipment, net of accumulated depreciation of $9,625,348
|
3,017,015
|
|
|
Investment in affiliates
|
—
|
|
|
Investment securities pledged as collateral
|
756,596
|
|
|
Derivative contracts
|
72,075
|
|
|
Other assets
|
32,920
|
|
|
Amortizable customer relationships, net of accumulated amortization of $27,778
|
11,636
|
|
|
Other amortizable intangibles, net of accumulated amortization of $32,532
|
25,315
|
|
|
Trademarks and other indefinite-lived intangible assets
|
7,250
|
|
|
Indefinite-lived cable television franchises
|
731,848
|
|
|
Goodwill
|
262,345
|
|
|
Deferred financing costs, net of accumulated amortization of $8,150
|
7,588
|
|
|
|
$
|
6,800,174
|
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (continued)
(In thousands, except share and per share amounts)
|
|||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
December 31, 2015
|
||
Current Liabilities:
|
|
||
Accounts payable
|
$
|
453,653
|
|
Accrued liabilities:
|
|
|
|
Interest
|
119,005
|
|
|
Employee related costs
|
344,091
|
|
|
Other accrued expenses
|
169,899
|
|
|
Amounts due to affiliates
|
29,729
|
|
|
Deferred revenue
|
55,545
|
|
|
Liabilities under derivative contracts
|
2,706
|
|
|
Credit facility debt
|
562,898
|
|
|
Collateralized indebtedness
|
416,621
|
|
|
Senior notes and debentures
|
—
|
|
|
Capital lease obligations
|
20,350
|
|
|
Notes payable
|
13,267
|
|
|
Total current liabilities
|
2,187,764
|
|
|
Defined benefit plan obligations
|
99,228
|
|
|
Other liabilities
|
165,768
|
|
|
Deferred tax liability
|
704,835
|
|
|
Credit facility debt
|
1,951,556
|
|
|
Collateralized indebtedness
|
774,703
|
|
|
Senior guaranteed notes
|
—
|
|
|
Senior notes and debentures
|
5,801,011
|
|
|
Capital lease obligations
|
25,616
|
|
|
Notes payable
|
1,277
|
|
|
Total liabilities
|
11,711,758
|
|
|
Commitments and contingencies
|
|
|
|
Stockholders' Deficiency:
|
|
|
|
Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued
|
—
|
|
|
CNYG Class A common stock, $.01 par value, 800,000,000 shares authorized, 304,196,703 shares issued and 222,572,210 shares outstanding
|
3,042
|
|
|
CNYG Class B common stock, $.01 par value, 320,000,000 shares authorized, 54,137,673 shares issued and outstanding
|
541
|
|
|
RMG Class A common stock, $.01 par value, 600,000,000 shares authorized, none issued
|
—
|
|
|
RMG Class B common stock, $.01 par value, 160,000,000 shares authorized, none issued
|
—
|
|
|
Paid-in capital
|
792,351
|
|
|
Accumulated deficit
|
(4,059,411
|
)
|
|
|
(3,263,477
|
)
|
|
Treasury stock, at cost (81,624,493 CNYG Class A common shares)
|
(1,610,167
|
)
|
|
Accumulated other comprehensive loss
|
(37,672
|
)
|
|
Total stockholders' deficiency
|
(4,911,316
|
)
|
|
Noncontrolling interest
|
(268
|
)
|
|
Total deficiency
|
(4,911,584
|
)
|
|
|
$
|
6,800,174
|
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
|
|||||||
|
January 1, 2016 to June 20, 2016
|
|
Year ended December 31, 2015
|
||||
Revenue (including revenue from affiliates of $2,088 and $5,343, respectively) (See Note 16)
|
$
|
3,137,604
|
|
|
$
|
6,545,545
|
|
Operating expenses:
|
|
|
|
|
|
||
Programming and other direct costs (including charges from affiliates of $84,636 and $176,909, respectively) (See Note 16)
|
1,088,555
|
|
|
2,269,290
|
|
||
Other operating expenses (including charges (credits) from affiliates of $2,182 and $5,372, respectively) (See Note 16)
|
1,136,970
|
|
|
2,546,319
|
|
||
Restructuring and other expense
|
22,223
|
|
|
16,213
|
|
||
Depreciation and amortization (including impairments)
|
414,550
|
|
|
865,252
|
|
||
|
2,662,298
|
|
|
5,697,074
|
|
||
Operating income
|
475,306
|
|
|
848,471
|
|
||
Other income (expense):
|
|
|
|
|
|
||
Interest expense
|
(287,098
|
)
|
|
(585,764
|
)
|
||
Interest income
|
1,590
|
|
|
925
|
|
||
Gain (loss) on investments, net
|
129,990
|
|
|
(30,208
|
)
|
||
Gain (loss) on equity derivative contracts, net
|
(36,283
|
)
|
|
104,927
|
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
—
|
|
|
(1,735
|
)
|
||
Other expense, net
|
4,855
|
|
|
6,045
|
|
||
|
(186,946
|
)
|
|
(505,810
|
)
|
||
Income from continuing operations before income taxes
|
288,360
|
|
|
342,661
|
|
||
Income tax expense
|
(124,848
|
)
|
|
(154,872
|
)
|
||
Income from continuing operations, net of income taxes
|
163,512
|
|
|
187,789
|
|
||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(12,541
|
)
|
||
Net income
|
163,512
|
|
|
175,248
|
|
||
Net loss attributable to noncontrolling interests
|
236
|
|
|
201
|
|
||
Net income attributable to Cablevision Systems Corporation stockholders
|
$
|
163,748
|
|
|
$
|
175,449
|
|
INCOME PER SHARE:
|
|
|
|
||||
Basic income (loss) per share attributable to Cablevision Systems Corporation stockholder(s):
|
|
|
|
||||
Income from continuing operations, net of income taxes
|
$
|
0.60
|
|
|
$
|
0.70
|
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Net income
|
$
|
0.60
|
|
|
$
|
0.65
|
|
Basic weighted average common shares (in thousands)
|
272,035
|
|
|
269,388
|
|
||
Diluted income (loss) per share attributable to Cablevision Systems Corporation stockholder(s):
|
|
|
|
||||
Income from continuing operations, net of income taxes
|
$
|
0.58
|
|
|
$
|
0.68
|
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Net income
|
$
|
0.58
|
|
|
$
|
0.63
|
|
Diluted weighted average common shares (in thousands)
|
280,199
|
|
|
276,339
|
|
||
Amounts attributable to Cablevision Systems Corporation stockholder(s):
|
|
|
|
|
|
||
Income from continuing operations, net of income taxes
|
$
|
163,748
|
|
|
$
|
187,990
|
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(12,541
|
)
|
||
Net income
|
$
|
163,748
|
|
|
$
|
175,449
|
|
Cash dividends declared and paid per share of common stock
|
$
|
—
|
|
|
$
|
0.45
|
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
|
|||||||
|
January 1, 2016 to June 20, 2016
|
|
Year ended December 31, 2015
|
||||
|
|
|
|
||||
Net income
|
$
|
163,512
|
|
|
$
|
175,248
|
|
Other comprehensive income (loss):
|
|
|
|
|
|||
Defined benefit pension and postretirement plans (see Note 14):
|
|
|
|
|
|||
Unrecognized actuarial gain
|
68
|
|
|
2,694
|
|
||
Applicable income taxes
|
(28
|
)
|
|
(1,106
|
)
|
||
Unrecognized income arising during period, net of income taxes
|
40
|
|
|
1,588
|
|
||
Amortization of actuarial losses, net included in net periodic benefit cost
|
929
|
|
|
1,224
|
|
||
Applicable income taxes
|
(388
|
)
|
|
(502
|
)
|
||
Amortization of actuarial losses, net included in net periodic benefit cost, net of income taxes
|
541
|
|
|
722
|
|
||
Settlement loss included in net periodic benefit cost
|
1,655
|
|
|
3,822
|
|
||
Applicable income taxes
|
(679
|
)
|
|
(1,569
|
)
|
||
Settlement loss included in net periodic benefit cost, net of income taxes
|
976
|
|
|
2,253
|
|
||
Other comprehensive income
|
1,557
|
|
|
4,563
|
|
||
Comprehensive income
|
165,069
|
|
|
179,811
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
236
|
|
|
201
|
|
||
Comprehensive income attributable to Cablevision Systems Corporation stockholder(s)
|
$
|
165,305
|
|
|
$
|
180,012
|
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
(In thousands)
|
|||||||||||||||||||||||||||||||||||
|
CNYG
Class A
Common
Stock
|
|
CNYG
Class B
Common
Stock
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity (Deficiency)
|
|
Non-controlling
Interest
|
|
Total
Equity (Deficiency)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2015
|
$
|
3,003
|
|
|
$
|
541
|
|
|
$
|
823,103
|
|
|
$
|
(4,234,860
|
)
|
|
$
|
(1,591,021
|
)
|
|
$
|
(42,235
|
)
|
|
$
|
(5,041,469
|
)
|
|
$
|
779
|
|
|
$
|
(5,040,690
|
)
|
Net income attributable to Cablevision Systems Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
175,449
|
|
|
—
|
|
|
—
|
|
|
175,449
|
|
|
—
|
|
|
175,449
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
(146
|
)
|
|||||||||
Pension and postretirement plan liability adjustments, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,563
|
|
|
4,563
|
|
|
—
|
|
|
4,563
|
|
|||||||||
Proceeds from exercise of options and issuance of restricted shares
|
39
|
|
|
—
|
|
|
18,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,687
|
|
|
—
|
|
|
18,687
|
|
|||||||||
Recognition of equity-based stock compensation arrangements
|
—
|
|
|
—
|
|
|
60,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,817
|
|
|
—
|
|
|
60,817
|
|
|||||||||
Treasury stock acquired from forfeiture and acquisition of restricted shares
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(19,146
|
)
|
|
—
|
|
|
(19,141
|
)
|
|
—
|
|
|
(19,141
|
)
|
|||||||||
Excess tax benefit on share-based awards
|
—
|
|
|
—
|
|
|
5,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,694
|
|
|
—
|
|
|
5,694
|
|
|||||||||
Dividends on CNYG Class A and CNYG Class B common stock
|
—
|
|
|
—
|
|
|
(124,752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,752
|
)
|
|
—
|
|
|
(124,752
|
)
|
|||||||||
Adjustments to noncontrolling interests
|
—
|
|
|
—
|
|
|
8,836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,836
|
|
|
(901
|
)
|
|
7,935
|
|
|||||||||
Balance at December 31, 2015
|
$
|
3,042
|
|
|
$
|
541
|
|
|
$
|
792,351
|
|
|
$
|
(4,059,411
|
)
|
|
$
|
(1,610,167
|
)
|
|
$
|
(37,672
|
)
|
|
$
|
(4,911,316
|
)
|
|
$
|
(268
|
)
|
|
$
|
(4,911,584
|
)
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (continued)
(In thousands)
|
|||||||||||||||||||||||||||||||||||
|
CNYG
Class A
Common
Stock
|
|
CNYG
Class B
Common
Stock
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity (Deficiency)
|
|
Non-controlling
Interest
|
|
Total
Equity (Deficiency)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at January 1, 2016
|
$
|
3,042
|
|
|
$
|
541
|
|
|
$
|
792,351
|
|
|
$
|
(4,059,411
|
)
|
|
$
|
(1,610,167
|
)
|
|
$
|
(37,672
|
)
|
|
$
|
(4,911,316
|
)
|
|
$
|
(268
|
)
|
|
$
|
(4,911,584
|
)
|
Net income attributable to Cablevision Systems Corporation stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
163,748
|
|
|
—
|
|
|
—
|
|
|
163,748
|
|
|
—
|
|
|
163,748
|
|
|||||||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236
|
)
|
|
(236
|
)
|
|||||||||
Pension and postretirement plan liability adjustments, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,557
|
|
|
1,557
|
|
|
—
|
|
|
1,557
|
|
|||||||||
Proceeds from exercise of options and issuance of restricted shares
|
15
|
|
|
—
|
|
|
14,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,559
|
|
|
—
|
|
|
14,559
|
|
|||||||||
Recognition of equity-based stock compensation arrangements
|
—
|
|
|
—
|
|
|
24,997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,997
|
|
|
—
|
|
|
24,997
|
|
|||||||||
Treasury stock acquired from forfeiture and acquisition of restricted shares
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(41,470
|
)
|
|
—
|
|
|
(41,469
|
)
|
|
—
|
|
|
(41,469
|
)
|
|||||||||
Tax withholding associated with shares issued for equity-based compensation
|
(4
|
)
|
|
—
|
|
|
(6,030
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,034
|
)
|
|
—
|
|
|
(6,034
|
)
|
|||||||||
Excess tax benefit on share-based awards
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
82
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
240
|
|
|||||||||
Balance at June 20, 2016
|
$
|
3,053
|
|
|
$
|
541
|
|
|
$
|
825,945
|
|
|
$
|
(3,895,663
|
)
|
|
$
|
(1,651,637
|
)
|
|
$
|
(36,115
|
)
|
|
$
|
(4,753,876
|
)
|
|
$
|
(264
|
)
|
|
$
|
(4,754,140
|
)
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|||||||
|
January 1, 2016 to June 20, 2016
|
|
Year ended December 31, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
163,512
|
|
|
$
|
175,248
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|||
Loss (income) from discontinued operations, net of income taxes
|
—
|
|
|
12,541
|
|
||
Depreciation and amortization (including impairments)
|
414,550
|
|
|
865,252
|
|
||
Loss (gain) on investments, net
|
(129,990
|
)
|
|
30,208
|
|
||
Loss (gain) on equity derivative contracts, net
|
36,283
|
|
|
(104,927
|
)
|
||
Loss on extinguishment of debt and write-off of deferred financing costs
|
—
|
|
|
1,735
|
|
||
Amortization of deferred financing costs and discounts on indebtedness
|
11,673
|
|
|
23,764
|
|
||
Share-based compensation expense
|
24,778
|
|
|
60,321
|
|
||
Settlement loss and amortization of actuarial losses related to pension and postretirement plans
|
2,584
|
|
|
5,046
|
|
||
Deferred income taxes
|
116,150
|
|
|
133,396
|
|
||
Provision for doubtful accounts
|
13,240
|
|
|
35,802
|
|
||
Excess tax benefits related to share-based awards
|
(82
|
)
|
|
(5,694
|
)
|
||
Change in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|||
Accounts receivable, trade
|
(18,162
|
)
|
|
(24,760
|
)
|
||
Prepaid expenses and other assets
|
(844
|
)
|
|
38,860
|
|
||
Amounts due from and due to affiliates, net
|
(5,082
|
)
|
|
1,043
|
|
||
Accounts payable
|
36,147
|
|
|
6,896
|
|
||
Accrued liabilities
|
(160,937
|
)
|
|
1,200
|
|
||
Deferred revenue
|
(9,726
|
)
|
|
2,156
|
|
||
Net cash provided by operating activities
|
494,094
|
|
|
1,258,087
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|||
Capital expenditures
|
(330,131
|
)
|
|
(816,396
|
)
|
||
Proceeds related to sale of equipment, including costs of disposal
|
1,106
|
|
|
4,407
|
|
||
Decrease (increase) in other investments
|
610
|
|
|
(7,779
|
)
|
||
Additions to other intangible assets
|
(1,709
|
)
|
|
(8,035
|
)
|
||
Net cash used in investing activities
|
(330,124
|
)
|
|
(827,803
|
)
|
CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
|
|||||||
|
January 1, 2016 to June 20, 2016
|
|
Year ended December 31, 2015
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of credit facility debt
|
$
|
(14,953
|
)
|
|
$
|
(260,321
|
)
|
Proceeds from issuance of senior notes
|
—
|
|
|
—
|
|
||
Proceeds from collateralized indebtedness
|
337,149
|
|
|
774,703
|
|
||
Repayment of collateralized indebtedness and related derivative contracts
|
(281,594
|
)
|
|
(639,237
|
)
|
||
Redemption and repurchase of senior notes, including premiums and fees
|
—
|
|
|
—
|
|
||
Repayment of notes payable
|
(1,291
|
)
|
|
(2,458
|
)
|
||
Proceeds from stock option exercises
|
14,411
|
|
|
18,727
|
|
||
Tax withholding associated with shares issued for equity-based awards
|
(6,034
|
)
|
|
—
|
|
||
Dividend distributions to common stockholders
|
(4,066
|
)
|
|
(125,170
|
)
|
||
Principal payments on capital lease obligations
|
(11,552
|
)
|
|
(20,250
|
)
|
||
Deemed repurchases of restricted stock
|
(41,469
|
)
|
|
(19,141
|
)
|
||
Additions to deferred financing costs
|
—
|
|
|
(250
|
)
|
||
Payment for purchase of noncontrolling interest
|
—
|
|
|
(8,300
|
)
|
||
Contributions from (distributions to) noncontrolling interests, net
|
240
|
|
|
(901
|
)
|
||
Excess tax benefit related to share-based awards
|
82
|
|
|
5,694
|
|
||
Net cash used in financing activities
|
(9,077
|
)
|
|
(276,904
|
)
|
||
Net increase in cash and cash equivalents from continuing operations
|
154,893
|
|
|
153,380
|
|
||
Cash flows of discontinued operations:
|
|
|
|
|
|||
Net cash used in operating activities
|
(21,000
|
)
|
|
(484
|
)
|
||
Net cash used in investing activities
|
—
|
|
|
(30
|
)
|
||
Net decrease in cash and cash equivalents from discontinued operations
|
(21,000
|
)
|
|
(514
|
)
|
||
Cash and cash equivalents at beginning of period
|
1,003,279
|
|
|
850,413
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,137,172
|
|
|
$
|
1,003,279
|
|
|
Shares of Common Stock Outstanding
|
||||
|
Class A
Common Stock
|
|
Class B
Common Stock
|
||
Balance at December 31, 2014
|
220,219,935
|
|
|
54,137,673
|
|
Employee and non-employee director stock transactions (a)
|
2,352,275
|
|
|
—
|
|
Balance at December 31, 2015
|
222,572,210
|
|
|
54,137,673
|
|
Employee and non-employee director stock transactions (a)
|
(185,276
|
)
|
|
—
|
|
Balance at June 20, 2016
|
222,386,934
|
|
|
54,137,673
|
|
|
(a)
|
Primarily included issuances of common stock in connection with employee and non-employee director exercises of stock options and restricted shares granted to employees, offset by shares acquired by the Company in connection with the fulfillment of employees' statutory tax withholding obligation for applicable income and other employment taxes and forfeited employee restricted shares.
|
Declaration Date
|
|
Dividend per Share
|
|
Record Date
|
|
Payment Date
|
|
|
|
|
|
|
|
August 6, 2015
|
|
$0.15
|
|
August 21, 2015
|
|
September 10, 2015
|
May 1, 2015
|
|
$0.15
|
|
May 22, 2015
|
|
June 12, 2015
|
February 24, 2015
|
|
$0.15
|
|
March 16, 2015
|
|
April 3, 2015
|
|
January 1, 2016 to June 20, 2016
|
|
Years Ended December 31,
|
||
|
|
2015
|
|||
|
|
|
|
||
Basic weighted average shares outstanding
|
272,035
|
|
|
269,388
|
|
|
|
|
|
||
Effect of dilution:
|
|
|
|
|
|
Stock options
|
4,444
|
|
|
3,532
|
|
Restricted stock
|
3,720
|
|
|
3,419
|
|
Diluted weighted average shares outstanding
|
280,199
|
|
|
276,339
|
|
|
Balance at Beginning of Period
|
|
Provision for Bad Debt
|
|
Deductions/ Write-Offs and Other Charges
|
|
Balance at End of Period
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Period from January 1, 2016 through June 20, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
6,039
|
|
|
$
|
13,240
|
|
|
$
|
(12,378
|
)
|
|
$
|
6,901
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
12,112
|
|
|
$
|
35,802
|
|
|
$
|
(41,875
|
)
|
|
$
|
6,039
|
|
|
January 1, 2016 to June 20, 2016
|
|
Years Ended December 31,
2015
|
||||
|
|
||||||
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Continuing Operations:
|
|
|
|
||||
Property and equipment accrued but unpaid
|
$
|
68,356
|
|
|
$
|
63,843
|
|
Notes payable to vendor
|
—
|
|
|
8,318
|
|
||
Capital lease obligations
|
—
|
|
|
19,987
|
|
||
Intangible asset obligations
|
290
|
|
|
1,121
|
|
||
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|||
Dividends payable on unvested restricted share awards
|
—
|
|
|
3,517
|
|
||
Supplemental Data:
|
|
|
|
||||
Continuing Operations:
|
|
|
|
||||
Cash interest paid
|
258,940
|
|
|
560,361
|
|
||
Income taxes paid, net
|
7,082
|
|
|
3,849
|
|
|
December 31, 2015
|
|
Estimated
Useful Lives
|
||
Customer equipment
|
$
|
1,952,336
|
|
|
3 to 5 years
|
Headends and related equipment
|
2,388,289
|
|
|
4 to 25 years
|
|
Infrastructure
|
5,639,226
|
|
|
3 to 25 years
|
|
Equipment and software
|
1,577,616
|
|
|
3 to 10 years
|
|
Construction in progress (including materials and supplies)
|
87,412
|
|
|
|
|
Furniture and fixtures
|
96,561
|
|
|
5 to 12 years
|
|
Transportation equipment
|
210,013
|
|
|
5 to 18 years
|
|
Buildings and building improvements
|
322,267
|
|
|
10 to 40 years
|
|
Leasehold improvements
|
354,136
|
|
|
Term of lease
|
|
Land
|
14,507
|
|
|
|
|
|
12,642,363
|
|
|
|
|
Less accumulated depreciation and amortization
|
(9,625,348
|
)
|
|
|
|
|
$
|
3,017,015
|
|
|
|
|
December 31, 2015
|
||
Equipment
|
$
|
90,099
|
|
Less accumulated amortization
|
(28,119
|
)
|
|
|
$
|
61,980
|
|
2017
|
$
|
57,853
|
|
2018
|
52,206
|
|
|
2019
|
44,908
|
|
|
2020
|
41,221
|
|
|
2021
|
38,697
|
|
|
Thereafter
|
141,063
|
|
|
December 31, 2015
|
|||||||||
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
Estimated Useful Lives
|
||||||
|
|
|
|
|
||||||
Customer relationships
|
$
|
39,414
|
|
$
|
(27,778
|
)
|
$
|
11,636
|
|
10 to 18 years
|
Trade names
|
—
|
|
—
|
|
—
|
|
|
|||
Other amortizable intangibles
|
57,847
|
|
(32,532
|
)
|
25,315
|
|
3 to 28 years
|
|||
|
$
|
97,261
|
|
$
|
(60,310
|
)
|
$
|
36,951
|
|
|
|
December 31, 2015
|
||
Cable television franchises
|
$
|
731,848
|
|
Trademarks and other assets
|
7,250
|
|
|
Goodwill
|
262,345
|
|
|
Total
|
$
|
1,001,443
|
|
Gross goodwill as of December 31, 2015 (Predecessor)
|
$
|
596,403
|
|
Accumulated impairment losses
|
(334,058
|
)
|
|
Net goodwill as of June 20, 2016
|
$
|
262,345
|
|
•
|
Revolving credit loans and Term A loans, either (i) the Eurodollar rate (as defined) plus a spread ranging from
1.50%
to
2.25%
based on the cash flow ratio (as defined), or (ii) the base rate (as defined) plus a spread ranging from
0.50%
to
1.25%
based on the cash flow ratio;
|
•
|
Term B loans, either (i) the Eurodollar rate plus a spread of
2.50%
or (ii) the base rate plus a spread of
1.50%
.
|
|
Maturity
Date |
|
Interest Rate
|
|
Principal
|
|
December 31, 2015 (a)
|
||||
Restricted Group:
|
|
|
|
|
|
|
|
||||
Term A loan facility (b)
|
April 17, 2018
|
|
2.17%
|
|
$
|
886,621
|
|
|
$
|
885,105
|
|
Term B loan facility (b)
|
April 17, 2020
|
|
2.92%
|
|
1,159,031
|
|
|
1,150,227
|
|
||
Restricted Group Credit Facilities debt
|
$
|
2,035,332
|
|
|
(a)
|
The unamortized discounts and deferred financing costs amounted to
$11,200
at December 31, 2015.
|
(b)
|
In connection with the Merger, the Company repaid the then outstanding Term A and Term B loan facilities (see discussion above).
|
|
|
|
|
|
Interest
|
|
Principal
|
|
Carrying
|
|||||
Issuer
|
Date Issued
|
|
Maturity Date
|
|
Rate
|
|
Amount
|
|
Amount (c)
|
|||||
CSC Holdings (a)
|
February 6, 1998
|
|
February 15, 2018
|
|
7.875
|
%
|
|
$
|
300,000
|
|
|
$
|
299,091
|
|
CSC Holdings (a)
|
July 21, 1998
|
|
July 15, 2018
|
|
7.625
|
%
|
|
500,000
|
|
|
498,942
|
|
||
CSC Holdings (b)
|
February 12, 2009
|
|
February 15, 2019
|
|
8.625
|
%
|
|
526,000
|
|
|
511,079
|
|
||
CSC Holdings (b)
|
November 15, 2011
|
|
November 15, 2021
|
|
6.750
|
%
|
|
1,000,000
|
|
|
985,640
|
|
||
CSC Holdings (b)
|
May 23, 2014
|
|
June 1, 2024
|
|
5.250
|
%
|
|
750,000
|
|
|
737,500
|
|
||
Cablevision (b)
|
September 23, 2009
|
|
September 15, 2017
|
|
8.625
|
%
|
|
900,000
|
|
|
891,238
|
|
||
Cablevision (b)
|
April 15, 2010
|
|
April 15, 2018
|
|
7.750
|
%
|
|
750,000
|
|
|
744,402
|
|
||
Cablevision (b)
|
April 15, 2010
|
|
April 15, 2020
|
|
8.000
|
%
|
|
500,000
|
|
|
494,410
|
|
||
Cablevision (b)
|
September 27, 2012
|
|
September 15, 2022
|
|
5.875
|
%
|
|
649,024
|
|
|
638,709
|
|
||
Total
|
$
|
5,801,011
|
|
|
(a)
|
The debentures are not redeemable by the Company prior to maturity.
|
(b)
|
The Company may redeem some or all of the notes at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.
|
(c)
|
The carrying amount of the notes is net of the unamortized deferred financing costs and/or discounts/premiums.
|
Derivatives Not
Designated as
Hedging
Instruments
|
|
Balance
Sheet
Location
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||
|
|
|
||||||||
|
|
Fair Value at December 31, 2015
|
||||||||
Prepaid forward contracts
|
|
Current derivative contracts
|
|
$
|
10,333
|
|
|
$
|
2,706
|
|
Prepaid forward contracts
|
|
Long-term derivative contracts
|
|
72,075
|
|
|
—
|
|
||
|
|
|
|
$
|
82,408
|
|
|
$
|
2,706
|
|
|
January 1 to June 20, 2016
|
|
Year Ended December 31, 2015
|
||||
|
|
|
|
||||
Number of shares (a)
|
10,802,118
|
|
|
26,815,368
|
|
||
Collateralized indebtedness settled
|
$
|
(273,519
|
)
|
|
$
|
(569,562
|
)
|
Derivative contracts settled
|
(8,075
|
)
|
|
(69,675
|
)
|
||
|
(281,594
|
)
|
|
(639,237
|
)
|
||
Proceeds from new monetization contracts
|
337,149
|
|
|
774,703
|
|
||
Net cash receipt
|
$
|
55,555
|
|
|
$
|
135,466
|
|
(a)
|
Share amounts adjusted for the
2
for 1 stock split in February 2017.
|
•
|
Level I - Quoted prices for identical instruments in active markets.
|
•
|
Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level III - Instruments whose significant value drivers are unobservable.
|
|
At December 31, 2015
|
||||||||||||||
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
922,765
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
922,765
|
|
Investment securities
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
||||
Investment securities pledged as collateral
|
1,211,982
|
|
|
—
|
|
|
—
|
|
|
1,211,982
|
|
||||
Prepaid forward contracts
|
—
|
|
|
82,408
|
|
|
—
|
|
|
82,408
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Prepaid forward contracts
|
—
|
|
|
2,706
|
|
|
—
|
|
|
2,706
|
|
|
|
|
December 31, 2015
|
||||||
|
Fair Value
Hierarchy
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
||||
|
|
|
|
|
|
||||
Debt instruments:
|
|
|
|
|
|
|
|
||
Credit facility debt
|
Level II
|
|
$
|
2,514,454
|
|
|
$
|
2,525,654
|
|
Collateralized indebtedness
|
Level II
|
|
1,191,324
|
|
|
1,176,396
|
|
||
Senior notes and debentures
|
Level II
|
|
5,801,011
|
|
|
5,756,608
|
|
||
Notes payable
|
Level II
|
|
14,544
|
|
|
14,483
|
|
||
Total debt instruments
|
|
|
$
|
9,521,333
|
|
|
$
|
9,473,141
|
|
|
January 1 to June 20, 2016
|
|
Year Ended December 31, 2015
|
||||
Current expense:
|
|
|
|
||||
Federal
|
$
|
6,473
|
|
|
$
|
4,844
|
|
State
|
1,917
|
|
|
15,869
|
|
||
|
8,390
|
|
|
20,713
|
|
||
Deferred (benefit) expense:
|
|
|
|
|
|
||
Federal
|
93,253
|
|
|
97,927
|
|
||
State
|
22,897
|
|
|
35,469
|
|
||
|
116,150
|
|
|
133,396
|
|
||
Tax (benefit) expense relating to uncertain tax positions
|
308
|
|
|
763
|
|
||
Income tax expense
|
$
|
124,848
|
|
|
$
|
154,872
|
|
Deferred Tax Asset (Liability)
|
|
||
Current
|
|
||
NOLs and tax credit carry forwards
|
$
|
76,007
|
|
Compensation and benefit plans
|
80,831
|
|
|
Allowance for doubtful accounts
|
2,196
|
|
|
Merger transaction costs
|
7,332
|
|
|
Inventory
|
7,135
|
|
|
Other
|
26,216
|
|
|
Deferred tax asset
|
199,717
|
|
|
Valuation allowance
|
(2,098
|
)
|
|
Net deferred tax asset, current
|
197,619
|
|
|
Investments
|
(163,396
|
)
|
|
Prepaid expenses
|
(19,627
|
)
|
|
Deferred tax liability, current
|
(183,023
|
)
|
|
Net deferred tax asset, current
|
$
|
14,596
|
|
Noncurrent
|
|
||
NOLs and tax credit carry forwards
|
36,866
|
|
|
Compensation and benefit plans
|
97,005
|
|
|
Partnership investments
|
123,529
|
|
|
Investments
|
9,798
|
|
|
Other
|
9,201
|
|
|
Deferred tax asset
|
276,399
|
|
|
Valuation allowance
|
(2,816
|
)
|
|
Net deferred tax asset, noncurrent
|
273,583
|
|
|
Fixed assets and intangibles
|
(978,418
|
)
|
|
Deferred tax liability, noncurrent
|
(978,418
|
)
|
|
Net deferred tax liability, noncurrent
|
(704,835
|
)
|
|
Total net deferred tax liability
|
$
|
(690,239
|
)
|
Balance at December 31, 2015
|
$
|
4,022
|
|
Increases related to prior year tax positions
|
3
|
|
|
Increases related to current year tax positions
|
6
|
|
|
Balance at June 20, 2016
|
$
|
4,031
|
|
Change in projected benefit obligation:
|
|
||
Projected benefit obligation at beginning of year
|
$
|
430,846
|
|
Service cost
|
344
|
|
|
Interest cost
|
15,523
|
|
|
Actuarial (gain) loss
|
(14,912
|
)
|
|
Curtailments
|
—
|
|
|
Benefits paid
|
(27,838
|
)
|
|
Projected benefit obligation at end of year
|
403,963
|
|
|
|
|
||
Change in plan assets:
|
|
|
|
Fair value of plan assets at beginning of year
|
303,676
|
|
|
Actual return (loss) on plan assets, net
|
(3,921
|
)
|
|
Employer contributions
|
25,929
|
|
|
Benefits paid
|
(27,838
|
)
|
|
Fair value of plan assets at end of year
|
297,846
|
|
|
|
|
||
Unfunded status at end of year
|
$
|
(106,117
|
)
|
Defined Benefit Plans
|
$
|
(106,117
|
)
|
Less: Current portion related to nonqualified plans
|
6,889
|
|
|
Long-term defined benefit plan obligations
|
$
|
(99,228
|
)
|
|
January 1, 2016 to
June 20, 2016
|
|
Year ended December 31, 2015
|
||||
|
|
|
|
||||
Service cost
|
$
|
—
|
|
|
$
|
344
|
|
Interest cost
|
7,130
|
|
|
15,523
|
|
||
Expected return on plan assets, net
|
(3,565
|
)
|
|
(8,297
|
)
|
||
Recognized actuarial loss (reclassified from accumulated other comprehensive loss)
|
(1,446
|
)
|
|
1,294
|
|
||
Settlement (income) loss (reclassified from accumulated other comprehensive loss) (a)
|
1,655
|
|
|
3,822
|
|
||
Net periodic benefit cost
|
$
|
3,774
|
|
|
$
|
12,686
|
|
|
(a)
|
As a result of benefit payments to terminated or retired individuals exceeding the service and interest costs for the Pension Plan and the Excess Cash Balance Pension Plan during the period January 1, 2016 through June 20, 2016, and year ended December 31, 2015, the Company recognized a non-cash settlement loss that represented the acceleration of the recognition of a portion of the previously unrecognized actuarial losses recorded in accumulated other comprehensive loss on the Company’s consolidated balance sheets relating to these plans.
|
|
Weighted-Average Assumptions
|
|||||||
|
Net Periodic Benefit Cost
|
|
Benefit Obligations
|
|||||
|
January 1, 2016 to
June 20, 2016
|
|
Year ended December 31, 2015
|
|
December 31, 2015
|
|||
Discount rate (a)
|
3.76
|
%
|
|
3.83
|
%
|
|
3.94
|
%
|
Rate of increase in future compensation levels
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected rate of return on plan assets (Pension Plan only)
|
3.97
|
%
|
|
4.03
|
%
|
|
N/A
|
|
|
(a)
|
The discount rates of 3.76% and 3.83%, for the period January 1, 2016 through June 20, 2016, and year ended December 31, 2015, respectively, represent the average of the quarterly discount rates used to remeasure the Company's projected benefit obligation and net periodic benefit cost in connection with the recognition of settlement losses discussed above.
|
|
Plan Assets at
December 31, |
|
|
2015
|
|
Asset Class:
|
|
|
Mutual funds
|
39
|
%
|
Fixed income securities
|
61
|
|
Cash equivalents and other
|
—
|
|
|
100
|
%
|
Asset Class
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
117,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117,174
|
|
Fixed income securities held in a portfolio:
|
|
|
|
|
|
|
|
||||||||
Foreign issued corporate debt
|
—
|
|
|
12,825
|
|
|
—
|
|
|
12,825
|
|
||||
U.S. corporate debt
|
—
|
|
|
54,005
|
|
|
—
|
|
|
54,005
|
|
||||
Government debt
|
—
|
|
|
8,273
|
|
|
—
|
|
|
8,273
|
|
||||
U.S. Treasury securities
|
—
|
|
|
90,414
|
|
|
—
|
|
|
90,414
|
|
||||
Asset-backed securities
|
—
|
|
|
18,563
|
|
|
—
|
|
|
18,563
|
|
||||
Cash equivalents (a)
|
893
|
|
|
—
|
|
|
—
|
|
|
893
|
|
||||
Total (b)
|
$
|
118,067
|
|
|
$
|
184,080
|
|
|
$
|
—
|
|
|
$
|
302,147
|
|
|
(a)
|
Represents an investment in a money market fund.
|
(b)
|
Excludes cash and net payables relating to the sale of securities that were not settled as of December 31, 2015.
|
|
January 1, 2016 to
June 20, 2016
|
|
Year ended December 31, 2015
|
||||
Stock options
|
$
|
3,848
|
|
|
$
|
9,159
|
|
Restricted shares and restricted stock units
|
20,930
|
|
|
51,162
|
|
||
Share-based compensation related to equity classified awards
|
24,778
|
|
|
60,321
|
|
||
Other share-based compensation
|
453
|
|
|
4,965
|
|
||
Total share-based compensation
|
$
|
25,231
|
|
|
$
|
65,286
|
|
|
2015
|
||
|
|
||
Risk-free interest rate
|
1.82
|
%
|
|
Expected life (in years)
|
8
|
|
|
Dividend yield
|
3.63
|
%
|
|
Volatility
|
39.98
|
%
|
|
Grant date fair value
|
$
|
5.45
|
|
|
Shares
Under Option
|
|
Weighted Average
Exercise
Price Per Share
|
|
Weighted Average Remaining
Contractual Term
(in years)
|
|
|
||||||||
|
Time
Vesting Options
|
|
Performance
Based Vesting Options
|
|
|
|
Aggregate Intrinsic
Value (a)
|
||||||||
Balance, December 31, 2014
|
5,097,666
|
|
|
7,633,500
|
|
|
$
|
14.41
|
|
|
7.17
|
|
$
|
79,347
|
|
Granted
|
2,000,000
|
|
|
—
|
|
|
19.17
|
|
|
|
|
|
|
||
Exercised
|
(353,666
|
)
|
|
(1,024,283
|
)
|
|
12.84
|
|
|
|
|
|
|
||
Balance, December 31, 2015
|
6,744,000
|
|
|
6,609,217
|
|
|
15.28
|
|
|
6.80
|
|
221,900
|
|
||
Exercised
|
(744,000
|
)
|
|
(728,517
|
)
|
|
13.97
|
|
|
|
|
|
|
||
Balance, June 20, 2016
|
6,000,000
|
|
|
5,880,700
|
|
|
$
|
15.45
|
|
|
|
|
|
|
(a)
|
The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of CNYG Class A common stock on December 31, 2015, as indicated.
|
|
Number of Restricted Shares
|
|
Number of Performance Restricted Shares
|
|
Number of Performance Based Restricted Stock Units ("PSU") (a)
|
|
Weighted Average Fair Value Per Share at Date of Grant
|
|||||
Unvested award balance, December 31, 2014
|
5,314,870
|
|
|
2,035,300
|
|
|
—
|
|
|
$
|
15.46
|
|
Granted
|
1,747,870
|
|
|
584,400
|
|
|
1,851,700
|
|
|
19.43
|
|
|
Vested
|
(1,598,363
|
)
|
|
(739,600
|
)
|
|
—
|
|
|
14.48
|
|
|
Awards forfeited
|
(496,629
|
)
|
|
—
|
|
|
(79,270
|
)
|
|
17.28
|
|
|
Unvested award balance, December 31, 2015
|
4,967,748
|
|
|
1,880,100
|
|
|
1,772,430
|
|
|
17.53
|
|
|
Vested
|
(2,239,167
|
)
|
|
(753,296
|
)
|
|
—
|
|
|
15.35
|
|
|
Awards forfeited
|
(85,900
|
)
|
|
—
|
|
|
(47,490
|
)
|
|
18.38
|
|
|
Unvested award balance, June 20, 2016
|
2,642,681
|
|
|
1,126,804
|
|
|
1,724,940
|
|
|
|
|
(a)
|
The PSUs entitled the employee to shares of CNYG common stock up to
150%
of the number of PSUs granted depending on the level of achievement of the specified performance criteria. If the minimum performance threshold was not met, no shares were issued. Accrued dividends were paid to the extent that a PSU vested and the related stock was issued.
|
|
January 1, 2016 to June 20, 2016
|
|
Year Ended December 31, 2015
|
||||
|
|
||||||
|
|
|
|
||||
Revenue
|
$
|
2,088
|
|
|
$
|
5,343
|
|
Operating expenses:
|
|
|
|
|
|
||
Programming and other direct costs, net of credits
|
$
|
84,636
|
|
|
$
|
176,909
|
|
Other operating expenses, net of credits
|
2,182
|
|
|
5,372
|
|
||
Operating expenses, net
|
86,818
|
|
|
182,281
|
|
||
Net charges
|
$
|
84,730
|
|
|
$
|
176,938
|
|
|
December 31,
|
||
|
2015
|
||
Amounts due from affiliates
|
$
|
767
|
|
Amounts due to affiliates
|
29,729
|
|
|
Predecessor
|
||||||
2016:
|
March 31,
2016
|
|
April 1 to June 20, 2016
|
||||
|
|
|
|
||||
Revenue
|
$
|
1,645,890
|
|
|
$
|
1,491,714
|
|
Operating expenses
|
(1,394,635
|
)
|
|
(1,267,663
|
)
|
||
Operating income
|
$
|
251,255
|
|
|
$
|
224,051
|
|
Net income
|
$
|
94,311
|
|
|
$
|
69,201
|
|
Net loss attributable to noncontrolling interests
|
66
|
|
|
170
|
|
||
Net income attributable to Cablevision Systems Corporation stockholders
|
$
|
94,377
|
|
|
$
|
69,371
|
|
|
Predecessor
|
||||||||||||||||||
2015:
|
March 31,
2015
|
|
June 30,
2015
|
|
September 30,
2015
|
|
December 31,
2015
|
|
Total
2015
|
||||||||||
Revenue
|
$
|
1,622,352
|
|
|
$
|
1,661,940
|
|
|
$
|
1,624,828
|
|
|
$
|
1,636,425
|
|
|
$
|
6,545,545
|
|
Operating expenses
|
(1,398,601
|
)
|
|
(1,417,476
|
)
|
|
(1,441,712
|
)
|
|
(1,439,285
|
)
|
|
(5,697,074
|
)
|
|||||
Operating income
|
$
|
223,751
|
|
|
$
|
244,464
|
|
|
$
|
183,116
|
|
|
$
|
197,140
|
|
|
$
|
848,471
|
|
Income from continuing operations, net of income taxes
|
$
|
54,901
|
|
|
$
|
75,676
|
|
|
$
|
23,431
|
|
|
$
|
33,781
|
|
|
$
|
187,789
|
|
Income (loss) from discontinued operations, net of income taxes
|
(10,502
|
)
|
|
—
|
|
|
(406
|
)
|
|
(1,633
|
)
|
|
(12,541
|
)
|
|||||
Net income
|
44,399
|
|
|
75,676
|
|
|
23,025
|
|
|
32,148
|
|
|
175,248
|
|
|||||
Net loss (income) attributable to noncontrolling interests
|
234
|
|
|
(81
|
)
|
|
78
|
|
|
(30
|
)
|
|
201
|
|
|||||
Net income attributable to Cablevision Systems Corporation stockholders
|
$
|
44,633
|
|
|
$
|
75,595
|
|
|
$
|
23,103
|
|
|
$
|
32,118
|
|
|
$
|
175,449
|
|
Basic income per share attributable to Cablevision Systems Corporation stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of income taxes
|
$
|
0.21
|
|
|
$
|
0.28
|
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.70
|
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
Net income
|
$
|
0.17
|
|
|
$
|
0.28
|
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.65
|
|
Diluted income per share attributable to Cablevision Systems Corporation stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of income taxes
|
$
|
0.20
|
|
|
$
|
0.27
|
|
|
$
|
0.08
|
|
|
$
|
0.12
|
|
|
$
|
0.68
|
|
Income (loss) from discontinued operations, net of income taxes
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
Net income
|
$
|
0.16
|
|
|
$
|
0.27
|
|
|
$
|
0.08
|
|
|
$
|
0.12
|
|
|
$
|
0.63
|
|
Amounts attributable to Cablevision Systems Corporation stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations, net of income taxes
|
$
|
55,135
|
|
|
$
|
75,595
|
|
|
$
|
23,509
|
|
|
$
|
33,751
|
|
|
$
|
187,990
|
|
Income (loss) from discontinued operations, net of income taxes
|
(10,502
|
)
|
|
—
|
|
|
(406
|
)
|
|
(1,633
|
)
|
|
(12,541
|
)
|
|||||
Net income
|
$
|
44,633
|
|
|
$
|
75,595
|
|
|
$
|
23,103
|
|
|
$
|
32,118
|
|
|
$
|
175,449
|
|
|
Estimates of Fair Values (As of December 31, 2016)
|
Estimated Useful Lives
|
||
|
|
|
||
Current assets
|
$
|
1,923,071
|
|
|
Accounts receivable
|
271,305
|
|
|
|
Property, plant and equipment
|
4,864,621
|
|
2-18 years
|
|
Goodwill
|
5,838,959
|
|
|
|
Indefinite-lived cable television franchises
|
8,113,575
|
|
Indefinite-lived
|
|
Customer relationships
|
4,850,000
|
|
8 to 18 years
|
|
Trade names
|
1,010,000
|
|
12 years
|
|
Amortizable intangible assets
|
23,296
|
|
1-15 years
|
|
Other non-current assets
|
748,998
|
|
|
|
Current liabilities
|
(2,305,954
|
)
|
|
|
Long-term debt
|
(8,355,386
|
)
|
|
|
Deferred income taxes.
|
(6,834,807
|
)
|
|
|
Other non-current liabilities
|
(189,355
|
)
|
|
|
Total
|
$
|
9,958,323
|
|
|
Estimated amortization expense
|
|
|
|
Year Ending December 31, 2017
|
$
|
701,908
|
|
Year Ending December 31, 2018
|
655,409
|
|
|
Year Ending December 31, 2019
|
609,245
|
|
|
Year Ending December 31, 2020
|
562,613
|
|
|
Year Ending December 31, 2021
|
515,430
|
|
Revenue
|
$
|
6,545,545
|
|
Loss from continuing operations
|
$
|
(740,115
|
)
|
Net loss
|
$
|
(752,656
|
)
|
Vesting Date
|
Percent of Options Vesting
|
|
|
|
|
Performance Period
|
Performance Goal
|
|
|
|
|
|
ALTICE USA, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
1111 Stewart Corporation
|
|
Delaware
|
4Connections LLC
|
|
New Jersey
|
A R H, LTD.
|
|
Colorado
|
doing business as Suddenlink Communications - CO
|
|
Colorado, West Virginia
|
A-R Cable Services — NY, Inc.
|
|
New York
|
Altice Media Solutions LLC
|
|
Delaware
|
Altice Technical Services US, LLC
|
|
Delaware
|
Altice US Finance I Corporation
|
|
Delaware
|
Altice USA Employee Disaster Relief Fund
|
|
Delaware
|
Altice, USA, Inc.
|
|
Delaware
|
doing business as Altice
|
|
New York
|
doing business as Altice USA
|
|
New York
|
Altice USA Wireless, Inc.
|
|
Delaware
|
ATS Home Security Installers, Inc.
|
|
Delaware
|
Audience Partners Canada, Inc.
|
|
Canada
|
Audience Partners, LLC
|
|
Pennsylvania
|
Audience Partners Worldwide LLC
|
|
Delaware
|
A-R Cable Services - NY, Inc.
|
|
New York
|
Cable Systems, Inc.
|
|
Kansas
|
doing business as Suddenlink Communications
|
|
Kansas, West Virginia
|
Cablevision Lightpath CT LLC
|
|
Delaware
|
Cablevision Lightpath NY LLC
|
|
Delaware
|
Cablevision Lightpath, Inc.
|
|
Delaware
|
Cablevision NYI L.L.C.
|
|
Delaware
|
Cablevision Of Brookhaven, Inc.
|
|
Delaware
|
Cablevision Of Hudson County, LLC
|
|
Delaware
|
Cablevision Of Litchfield, Inc.
|
|
Delaware
|
Cablevision Of Monmouth, LLC
|
|
Delaware
|
Cablevision Of New Jersey, LLC
|
|
Delaware
|
Cablevision Of Newark
|
|
New York
|
Cablevision Of Oakland, LLC
|
|
Delaware
|
Cablevision of Ossining Limited Partnership
|
|
Massachusetts
|
Cablevision Of Paterson, LLC
|
|
Delaware
|
doing business as Cablevision of Allamuchy
|
|
New Jersey
|
Cablevision of Rockland/Ramapo, LLC
|
|
Delaware
|
Cablevision Of Southern Westchester, Inc.
|
|
New York
|
Cablevision Of Wappingers Falls, Inc.
|
|
Delaware
|
Cablevision Of Warwick, LLC
|
|
Delaware
|
Cablevision Real Estate Corporation
|
|
New York
|
Cablevision Systems Brookline Corporation
|
|
Delaware
|
Cablevision Systems Corporation
|
|
Delaware
|
Cablevision Systems Dutchess Corporation
|
|
New York
|
Cablevision Systems East Hampton Corporation
|
|
New York
|
Cablevision Systems Great Neck Corporation
|
|
New York
|
Cablevision Systems Huntington Corporation
|
|
New York
|
Cablevision Systems Islip Corporation
|
|
New York
|
Cablevision Systems Long Island Corporation
|
|
New York
|
Cablevision Systems New York City Corporation
|
|
Delaware
|
Cablevision Systems Suffolk Corporation
|
|
New York
|
Cablevision Systems Westchester Corporation
|
|
New York
|
Cebridge Acquisition, L.P.
|
|
Delaware
|
doing business as Cebridge Connections
|
|
Arkansas, North Carolina, Ohio, Virginia
|
doing business as Cebridge Connections OK
|
|
Oklahoma
|
doing business as Suddenlink Communications
|
|
Arkansas, California, Delaware, Louisiana, Mississippi, Missouri, New Mexico, North Carolina, Oklahoma, Texas
|
doing business as Suddenlink Communications VI
|
|
Kentucky
|
doing business as Suddenlink Media
|
|
Arkansas, California, Delaware, Louisiana, Mississippi, Missouri, New Mexico, North Carolina, Oklahoma, Texas
|
Cebridge Acquisition, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Kentucky, Ohio, Virginia, West Virginia
|
doing business as Suddenlink Media
|
|
Ohio, Virginia, West Virginia
|
doing business as Suddenlink Media I
|
|
Kentucky
|
Cebridge Connections Finance Corp.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Connections, Inc.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Corporation
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge General, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Limited, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Telecom CA, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, California
|
Cebridge Telecom General, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Telecom ID, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Idaho
|
Cebridge Telecom IN, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Indiana
|
Cebridge Telecom KS, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Kansas
|
Cebridge Telecom KY, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
doing business as Suddenlink Communications V
|
|
Kentucky
|
Cebridge Telecom LA, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
doing business as Suddenlink Communications LA
|
|
Louisiana
|
doing business as Suddenlink LA
|
|
Louisiana
|
Cebridge Telecom Limited, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Telecom MO, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Missouri
|
Cebridge Telecom MS, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Mississippi
|
Cebridge Telecom NC, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, North Carolina
|
doing business as Cox Business Services
|
|
North Carolina
|
doing business as Cox Communications
|
|
North Carolina
|
Cebridge Telecom NM, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
New Mexico
|
Cebridge Telecom OH, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Ohio
|
Cebridge Telecom OK, LLC
|
|
Oklahoma
|
doing business as Suddenlink Communications
|
|
Delaware
|
doing business as Suddenlink Communications OK
|
|
Oklahoma
|
doing business as Cebridge Communications Telecom
|
|
Oklahoma
|
Cebridge Telecom TX, L.P.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cebridge Telecom VA, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Virginia
|
Cebridge Telecom WV, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, West Virginia
|
doing business as Cebridge Connections
|
|
West Virginia
|
Cequel Capital Corporation
|
|
Delaware
|
Cequel Communications Access Services, LLC
|
|
Delaware
|
Cequel Communications Holdco, LLC
|
|
Delaware
|
Cequel Communications Holdings I, LLC
|
|
Delaware
|
Cequel Communications Holdings II, LLC
|
|
Delaware
|
Cequel Communications Holdings, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cequel Communications II, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cequel Communications III, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Cequel Communications, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware, Missouri
|
Cequel Corporation
|
|
Delaware
|
Cequel III Communications I, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
California, Idaho, Ohio, Texas, West Virginia
|
doing business as Cebridge Connections
|
|
Delaware, Idaho, Texas, Virginia, West Virginia
|
doing business as Suddenlink Communications IV
|
|
Kentucky
|
doing business as Suddenlink Communications VI
|
|
Louisiana
|
Cequel III Communications II, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Arkansas, Delaware, Indiana, Missouri, North Carolina, Ohio, West Virginia
|
doing business as Cebridge Connections
|
|
Arkansas, Delaware, Illinois, Indiana, Pennsylvania, Virginia, West Virginia
|
doing business as Suddenlink Communications II
|
|
Illinois, Kentucky
|
Classic Cable of Lousiana, L.L.C.
|
|
Louisiana
|
doing business as Classic Cable
|
|
Louisiana
|
doing business as Correctional Cable
|
|
Louisiana
|
doing business as Suddenlink Communications IV
|
|
Louisiana
|
Classic Cable of Oklahoma, Inc.
|
|
Delaware
|
doing business as Cebridge Connections
|
|
Delaware, Oklahoma
|
doing business as Suddenlink Communications
|
|
Delaware
|
doing business as Cable Network Advertising
|
|
Oklahoma
|
doing business as Correctional Cable
|
|
Oklahoma
|
doing business as Suddenlink Communications II
|
|
Oklahoma
|
Classic Cable, Inc.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
Classic Communications, Inc.
|
|
Delaware
|
doing business as Cebridge Connections, Inc.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Delaware
|
doing business as Cebridge Connections, Inc.
|
|
Texas
|
Coram Route 112 Corporation
|
|
Delaware
|
CSC Acquisition Corporation
|
|
Delaware
|
CSC Acquisition-MA, Inc.
|
|
Delaware
|
CSC Acquisition-NY, Inc.
|
|
New York
|
CSC Gateway, LLC
|
|
Delaware
|
CSC Holdings, LLC
|
|
Delaware
|
CSC Investments LLC
|
|
Delaware
|
CSC MVDDS LLC
|
|
Delaware
|
CSC NASSAU II, LLC
|
|
Delaware
|
CSC Optimum Holdings, LLC
|
|
Delaware
|
CSC T Holdings I, INC.
|
|
Delaware
|
CSC T Holdings II, INC.
|
|
Delaware
|
CSC T Holdings III, INC.
|
|
Delaware
|
CSC T Holdings IV, INC.
|
|
Delaware
|
CSC Technology, LLC
|
|
Delaware
|
CSC TKR, LLC
|
|
Delaware
|
doing business as Cablevision of Elizabeth
|
|
New Jersey
|
doing business as Cablevision of Hamilton
|
|
New Jersey
|
doing business as Cablevision of Morris
|
|
New Jersey
|
doing business as Cablevision of Raritan Valley
|
|
New Jersey
|
CSC Transport II, Inc.
|
|
Delaware
|
CSC Transport III, Inc.
|
|
Delaware
|
CSC Transport, Inc.
|
|
Delaware
|
CSC VT, Inc.
|
|
Vermont
|
DTV Norwich LLC
|
|
Delaware
|
Excell Communications, Inc.
|
|
Alabama
|
Friendship Cable Of Arkansas, Inc.
|
|
Texas
|
doing business as Cable Network Advertising
|
|
Arkansas
|
doing business as Cebridge Connections
|
|
Arkansas, Texas
|
doing business as Classic Cable
|
|
Arkansas
|
doing business as Classic Communications
|
|
Arkansas, Missouri
|
doing business as Correctional Cable
|
|
Arkansas, Missouri, Texas
|
doing business as Friendship Cable
|
|
Arkansas
|
doing business as Suddenlink Communications
|
|
Arkansas, Missouri, Texas
|
doing business as Suddenlink Communications V
|
|
Arkansas
|
Friendship Cable Of Texas, Inc.
|
|
Texas
|
doing business as Suddenlink Communications
|
|
California, Indiana, New Jersey, Ohio, Texas, West Virginia, Wisconsin
|
doing business as Cebridge Connections
|
|
Colorado, Pennsylvania, Texas
|
doing business as Correctional Cable
|
|
Colorado, Illinois, Indiana, Iowa, Kentucky, Maryland,
|
|
|
Michigan, Montana, New York, North Carolina, North Dakota, Ohio, Pennsylvania, Tennessee, Texas, Virginia, West Virginia, Wisconsin
|
doing business as Suddenlink Communications I
|
|
Colorado, Illinois, Kentucky, Louisiana, Michigan, Tennessee
|
doing business as Classic Cable
|
|
Indiana, Kentucky, North Carolina, Pennsylvania, Virginia, West Virginia
|
doing business as Classic Communications
|
|
Indiana, Kentucky, North Carolina, Pennsylvania, West Virginia
|
doing business as Cable Network Advertising
|
|
Kentucky, North Carolina, Pennsylvania, Texas, Virginia, West Virginia
|
doing business as Correctional Cable TV
|
|
New Jersey
|
Friendship Cable of Texas
|
|
Texas
|
Frowein Road Corporation
|
|
Delaware
|
Hornell Television Services, Inc.
|
|
New York
|
doing business as Charter Communications
|
|
New York
|
doing business as Suddenlink Communications
|
|
West Virginia
|
I24 US, LLC
|
|
Delaware
|
Kingwood Holdings, LLC
|
|
Delaware
|
Kingwood Security Services, LLC
|
|
Delaware
|
doing business as Suddenlink Security
|
|
Arizona, Arkansas, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Ohio, Texas, West Virginia
|
doing business as Correctional Cable
|
|
Nevada
|
Lightpath VOIP, LLC
|
|
Delaware
|
Mercury Voice and Data, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Arizona, California, Delaware, Missouri, Nevada
|
MSGVN LLC
|
|
Delaware
|
N12N LLC
|
|
Delaware
|
Nes 12 Company
|
|
New York
|
doing business as 12 Long Island
|
|
New York
|
News 12 Connecticut LLC
|
|
Delaware
|
News 12 Networks LLC
|
|
Delaware
|
News 12 New Jersey Holding LLC
|
|
Delaware
|
News 12 New Jersey II Holding LLC
|
|
Delaware
|
News 12 New Jersey LLC
|
|
Delaware
|
News 12 The Bronx Holding LLC
|
|
Delaware
|
News 12 The Bronx, L.L.C.
|
|
Delaware
|
News 12 Traffic and Weather LLC
|
|
Delaware
|
News 12 Varsity Network LLC
|
|
Delaware
|
News 12 Westchester LLC
|
|
Delaware
|
Newsday Holdings LLC
|
|
Delaware
|
Newsday LLC
|
|
Delaware
|
NMG Holdings, INC.
|
|
Delaware
|
NPG Cable, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Arizona, California, Delaware, Missouri, Nevada
|
NPG DIGITAL PHONE, LLC
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Arizona, California, Delaware, Missouri
|
Ntelligis Holdings, LLC
|
|
Delaware
|
Ntelligis, LLC
|
|
Delaware
|
NY OV LLC
|
|
Delaware
|
ORBIS1, L.L.C.
|
|
Louisiana
|
OV LLC
|
|
Delaware
|
Petra Cablevision Corp.
|
|
New York
|
Princeton Video Image Israel, Ltd.
|
|
Israel
|
Samson Cablevision Corp.
|
|
New York
|
SL3TV, LLC
|
|
Delaware
|
Suffolk Cable Corporation
|
|
New York
|
Suffolk Cable Of Shelter Island, Inc.
|
|
New York
|
Suffolk Cable Of Smithtown, Inc.
|
|
New York
|
TCA Communications, L.L.C.
|
|
Texas
|
doing business as Suddenlink Communications
|
|
Arkansas, Texas
|
Telerama, Inc.
|
|
Ohio
|
The New York Interconnect L.L.C.
|
|
Delaware
|
Tristate Digital Group LLC
|
|
Delaware
|
Universal Cable Holdings, Inc.
|
|
Delaware
|
doing business as Suddenlink Communications
|
|
Arizona, California, Colorado, Delaware, Illinois, Indiana, Maryland, Nebraska, New Jersey, Ohio, Tennessee, Texas, Washington, West Virginia
|
doing business as Suddenlink Communications III
|
|
Kentucky, Louisiana, Oklahoma
|
doing business as Correctional Cable
|
|
Nebraska, Texas
|
doing business as Correctional Cable TV
|
|
New Jersey
|
W.K. Communications, Inc.
|
|
Kansas
|
doing business as Suddenlink Communications
|
|
Missouri
|
1.
|
I have reviewed this annual report on Form 10-K of Altice USA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
|
(d)
|
disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 6, 2018
|
|
By:
|
/s/ Dexter Goei
|
|
|
|
|
Dexter Goei
|
|
|
|
|
Chairman, Chief Executive Officer and Director
|
1.
|
I have reviewed this annual report on Form 10-K of Altice USA, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
|
(d)
|
disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 6, 2018
|
|
By:
|
/s/ Charles Stewart
|
|
|
|
|
Charles Stewart
|
|
|
|
|
Co-President and Chief Financial Officer
|
Date:
|
March 6, 2018
|
|
By:
|
/s/ Dexter Goei
|
|
|
|
|
Dexter Goei
|
|
|
|
|
Chairman, Chief Executive Officer and Director
|
|
|
|
|
|
Date:
|
March 6, 2018
|
|
By:
|
/s/ Charles Stewart
|
|
|
|
|
Charles Stewart
|
|
|
|
|
Co-President and Chief Financial Officer
|