OPTU 10-K & 10-Q changes, risk factors and insider trading
Optimum Communications, Inc. · NYSE · Cable & Other Pay Television Services · CIK 1702780 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
see in full comparisonEconomic downturns may also impact our ability to comply with the covenants and restrictions in our indentures, credit facilities and other agreements governing our indebtedness and may impact our ability to pay or refinance our indebtedness as it comes due.If we do not repay or refinance our debt obligations when they become dueandor do not otherwise comply with the covenants and restrictions in our indentures, creditfacilitiesfacilities, and other agreements governing our indebtedness, we would be in default under those agreements and the underlying debt could be declared immediately due and payable. In addition, any default under any of our indentures, credit facilities or other agreements governing our indebtedness could lead to an acceleration of debt under any other debt instruments or agreements that contain cross-acceleration or cross-default provisions. If the indebtedness incurred under our indentures, creditfacilitiesfacilities, and other agreements governing our indebtedness were accelerated, we would not have sufficient cash to repay amounts due thereunder. A default on our debt could have a material adverse effect on our business, financial condition, liquidity, and results of operations. To avoid a default, we could be required to defer capital expenditures, sell assets, seek strategic investments from third parties or otherwise reduce or eliminate discretionary uses of cash. However, if such measures were to become necessary, there can be no assurance that we would be able to sell sufficient assets or raise strategic investment capital sufficient to meet our scheduled debt maturities as they come due. In addition, any significant reduction in necessary operating or capital expenditures could adversely affect our ability to retain our existing customer base and obtain new customers, which would adversely affect our business, financialpositionposition, and results of operations.
We are highly leveraged and have substantial indebtedness, which must be repaid or refinanced periodically. This high leverage reduces our capability to withstand adverse developments or business conditions. If we do not repay or refinance our debt obligations when they become due, or do not otherwise comply with certain terms of our indentures, credit facilities, and other agreements governing our indebtedness, we would be in default under those agreements. Such a default could have a material adverse effect on our business, financial condition, liquidity, and results of operations. Additionally, if we incur additional indebtedness, such indebtedness could further exacerbate the risks associated with our substantial indebtedness.see in full comparison
Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations or the amount of indebtedness incurred could lead to a ratings downgrade on our or our subsidiaries' indebtedness. In May 2024, S&P lowered our issuer credit rating to CCC+ and Moody's Investors Service ("Moody's") lowered CSC Holdings, LLC's ("CSC Holdings") corporate family rating to Caa2. These credit ratings remain unchanged as of January 2026 for S&P, and December 2025 for Moody's. The decline in our debtsee in full comparisonratingsrating and the debt rating for our subsidiaries' debt securities and credit facilitiesare currently below the "investment grade" category, which couldmay result in higher borrowing costs and more restrictive covenants in our indentures and creditfacilities, as well as a reduced pool of potential investors of that debt as some investors will not purchase debt securities or become lenders under credit facilities that are not rated in an investment grade rating category.facilities. In addition, there can be no assurance that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Our credit rating (including the credit rating assigned to our subsidiaries’ debt securities and credit facilities) has in the past been and may continue to be impacted by a number of factors, including the state of the U.S. economy, factors affecting the broadband communications and video service industry, our operatingperformanceperformance, and our financing activities.In 2024, S&P downgraded our credit rating to “CCC+” and Moody’s Investors Service downgraded our credit rating to “Caa2.”A deterioration of our financial position or a further downgrade of our or our subsidiaries' ratings for any reason may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material adverse effect on our business, financialconditioncondition, and results of operations, which in return may adversely affect the market price of shares of our Class A common stock.
“Our subsidiaries have incurred substantial amounts of indebtedness, including to finance the Cequel Acquisition, the Cablevision Acquisition, and other strategic initiatives, as well as to support ongoing operations, network upgrades and expansions, new service launches, programming costs, and for general corporate purposes. We may incur additional indebtedness in the future to fund our operations, which may include capital-intensive initiatives. At December 31, 2025, the carrying value of our total aggregate consolidated indebtedness, including finance leases, was approximately $26.2 billion. …”see in full comparison
see in full comparisonOur subsidiaries have incurred substantial amounts of indebtedness in connection with acquisitions and to finance the Cequel Acquisition, the Cablevision Acquisition, our operations, upgrades to our cable plant and acquisitions of other cable systems, sources of programming and other businesses. We have also incurred substantial indebtedness in order to offer new or upgraded services to our current and potential customers. At December 31, 2024, the carrying value of our total aggregate indebtedness, including finance leases and supply chain financing was approximately $25.1 billion.Because we are highly leveraged, our payments on our indebtedness are significant in relation to our revenues and cash flow, which exposes us to significant risk in the event of downturns in our businesses (whether through competitive pressures or otherwise), our industry or the economy generally, since our cash flows would decrease but our required payments under our indebtedness would not. Decreases in our revenues combined with stable orincreases inincreased operating costs (and corresponding reduction in our cash flows) would therefore adversely affect our ability to make interest or principal payments on our indebtedness as they come due. Further, downturns in our business, our industry or the economy generally may also impact our ability to comply with the covenants and restrictions in our indentures, credit facilities, and other agreements governing our indebtedness and may impact our ability to pay or refinance our indebtedness as it comes due.
Pursuant to the terms ofsee in full comparisonourthecreditCSCfacilitiesCreditagreement,Facilities Agreement (defined below), subsequent to the phase-out of LIBOR on June 30, 2023, the interest rate on our outstanding LIBOR-linked borrowings became linked to synthetic USD LIBOR, calculated as Term SOFR plus the spread adjustment for the corresponding LIBOR setting, until March 31, 2025. Thereafter, the interest rate on outstanding synthetic USD LIBOR-linked borrowingswill becomebecame linked to the alternate base rate, where the alternative base rate is the greater of (x) the prime rate or (y) the federal funds effective rate plus 50 basis points. The Revolving Credit Facility was amended in July 2022 to transition the applicable LIBOR-linked interest rate to a Term SOFR-linked interest rate. On the other hand, the current interest rate on our Incremental Term Loan B-5 utilizes the alternate base rate, which is higher than the interest rate that would have been applicable if such borrowings had been transitioned to Term SOFR.
Full comparison: every changed paragraph (117)
Our business is subject to a number of risks that may impact our business and prospects. The following summary identifies certain risk factors that may prevent us from achieving our business objectives or may adversely affect our business, financial conditioncondition, and results of operations. These and other risks are discussed in detail in the section that follows.
Risk Factors Relating to Our Business and Our Indebtedness
•We are highly leveraged and have substantial indebtedness and may incur additional indebtedness. We need to refinance or repay our debt obligations as they come due and otherwise comply with our obligations under the governing agreements, and failure to do so could materially adversely affect our business, financial condition, liquidity, and results of operations.
•We are highly leveraged and have substantial indebtedness and may incur additional indebtedness.
•A lowering or withdrawal of the ratings assigned to our or our subsidiaries' debt securities and credit facilities by ratings agencies may increase our future borrowing costs and reduce our access to capital.
•We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing indebtedness obligations and meet other obligations; we may also engage in extraordinary transactions that involve the incurrence of large amounts of indebtedness.
•We depend on third-party vendors for certain equipment, hardware, licenseslicenses, and services in the conduct of our business.
•Disruptions to our networks, infrastructureinfrastructure, and facilities could impair our operating activities and negatively impact our reputation and financial results.
•The terms of existing or new collective bargaining agreements can increase our expenses. Labor disruptions could adversely affect our business, financial conditioncondition, and results of operations.
•We have engaged and may in the future engage in acquisitions, dispositionsdispositions, and other strategic transactions and the integration of such acquisitions, the sales of assetsassets, and other strategic transactions could materially adversely affect our business, financial conditioncondition, and results of operations.
•Impairment of the Altice brand or Mr. Drahi's reputation could adversely affect current and future customers' and other stakeholders' perception of Optimum Communications, which was formerly known as Altice USA.
•We may be materially adversely affected by regulatory, legallegal, and economic changes relating to our physical plant.
•We may be adversely affected if other parties are able to getreceive government subsidies to overbuild our plant, or if subsidies we receive to construct facilities or support low-income subscribers are modified or run out.
•The tri-class structure of AlticeOptimum USACommunications common stock has the effect of concentrating voting control with Next Alt.
•Holders of a single class of AlticeOptimum USACommunications common stock may not have any remedies if an action by our directors has an adverse effect on only that class of AlticeOptimum USACommunications common stock.
Risk Factors Relating to Our Business and Our Indebtedness
We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operationsoperations, and liquidity.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, videovideo, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-deliveredsatellite-based videoconnectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Some of our competitors include Verizon (including former Frontier operations), AT&T, T-Mobile, Charter, Comcast, and emerging satellite-based broadband providers, as well as DirecTV, DISH, Frontier,Lumen's Lumenconsumer brands, including CenturyLink and Verizon.Quantum Fiber, and other providers. Overbuilders in our markets now include not only smaller regional providers but also large national cable and fiber operators, including Comcast and Charter, which are deploying substantial new network mileage in portions of our footprint. In addition, our video services compete with all other sources of leisure, news, information and entertainment, including movies, sporting or other live events, radio broadcasts, home-video services, console games, print mediamedia, and the Internet.
In some instances, our competitors have fewer regulatory burdens, easier access to financing, greater resources, greater operating capabilities and efficiencies of scale, stronger brand-name recognition, longstanding relationships with regulatory authorities and customers, more customers, more flexibility to offer promotional packages at prices lower than ours and greater access to programming or other services. This competition creates pressure on our pricing and has adversely affected, and may continue to affect, our ability to add and retain customers, which in turn adversely affects our business, financial conditioncondition, and results of operations. The effects of competition may also adversely affect our liquidity and ability to service our debt. For example, we face intense competition from Verizon, which has constructed FTTH network infrastructure that passes a significant number of households in our New York metropolitan service area.area, including through fiber assets acquired from Frontier. We estimate that Verizon, together with other fiber-based service providers, areis able to sell fiber-based services to approximatelyover two-thirds of the households in our footprint in New York, New JerseyJersey, and Connecticut combined and may expand these and other service offerings to more customers in the future. We also face increasing competition from AT&T and other fiber-based service providers in various markets in our south-central United States service area, who we estimate are currently able to sell fiber products to moreapproximately than one-thirdhalf of these households. As a result of Verizon's recent acquisition of Frontier, Verizon now offers DSL and FTTH broadband service and competes with us in most of our Connecticut service area, as well as parts of our Texas, West Virginia, Arizona, and California service areas. The Frontier acquisition has further consolidated the fiber broadband market and may increase competitive pressures in certain of our service areas. While the extent of our competitors’ build-out and sales activity in service areas is difficult to assess because it is based on visual inspections and other limited estimating techniques and therefore serves only as an approximation, the fiber build out by competitors in our service areas is significant.
Our competitive risks are heightened by the rapid technological change inherent in our business, evolving consumer preferences and the needgrowing availability of automation, digital self-service, and AI-enabled customer engagement platforms, which may allow competitors to acquire,deliver developservices more efficiently and adoptat newlower technology to differentiate our products and services from those of our competitors, and to meet consumer demand.cost. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. The failure to accurately anticipate such changes may adversely affect our ability to attract and retain customers, which in turn could adversely affect our business, financial conditioncondition, and results of operations. Consolidation and cooperation in our industry may allow our competitors to acquire service capabilities or offer products that are not available to us or offer similar products and services at prices lower than ours.
We face intense competition from the delivery of video content over the Internet directly to consumers (OTT). This competition originates from various sources, including Netflix, Hulu, Disney+, Apple TV, YouTube TV, Amazon Prime, Sling TV, DirecTV (including its streaming service), and emerging specialized sports platforms. Major content trends, such as the consolidation of content ownership, the proliferation of “Free Ad-Supported Streaming TV” services, and the aggressive migration of marquee live sports and premium content to exclusive streaming platforms, are diminishing the perceived value of the traditional cable bundle. Content owners such as Warner Bros.
Discovery (HBO Max), Paramount Global (Paramount+), and The Walt Disney Company (Disney+) are increasingly prioritizing their direct-to-consumer services over traditional distribution channels, often selling programming directly to our customers without requiring a video subscription. Additionally, major broadcast network owners now utilize services such as Peacock, Paramount+, and Fox One to distribute local broadcast feeds and live sports directly to consumers. These competitors, including virtual MVPDs, often operate under different regulatory frameworks than traditional Title VI operators, enabling them to distribute local broadcast programming without the same retransmission consent obligations or carriage fees that we incur. This regulatory asymmetry, combined with the widespread adoption of technology (e.g., smart TVs) that allow consumers to forgo our equipment, continues to adversely affect subscriber retention and demand for our video services.
Another source of competition for our video services is the delivery of video content over the Internet directly to customers, some of which is offered without charging a fee for access to the content. This competition comes from a number of different sources, including companies that deliver movies, television shows and other video programming, including extensive on demand, live content, serials, exclusive and original content, over broadband Internet connections to televisions, computers, tablets and mobile devices, such as Netflix, Hulu, Disney+, Apple TV+, YouTube TV, Amazon Prime, Sling TV, DirecTV Stream and others. It is possible that additional competitors will enter the market and begin providing video content over the Internet directly to customers. Increasingly, content owners, such as Max, CBS, Disney and ESPN, are selling their programming directly to consumers over the Internet without requiring a video subscription. The availability of these services has and will continue to adversely affect customer demand for our video services, including premium and on-demand services. Further, due to consumer electronics innovations, consumers can watch such Internet-delivered content on television sets and mobile devices, such as smartphones and tablets. Internet access services are also offered by providers of wireless services, including traditional cellular phone carriers and others focused solely on wireless data services.
Our broadband service faces competition from wired and wireless providers. Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL, cable or FTTH/FTTP services. We believe these services compete with our broadband service and are often offered at prices comparable to or lower than our Internet services and, despite sometimes being offered at speeds lower than the speeds we offer, are capable of serving as substitutes for some consumers. In addition, to the extent that these providers’ networks are more ubiquitously deployed, such as traditional telephone networks, they may be in a better position to offer Internet services to businesses passed by their networks on a more economic or timely basis than we can, even if the services they offer are arguably inferior. They may also increasingly have the ability to combine video services, mobile services and telephone and Internet services offered to their customers, either directly or through co-marketing agreements with other service providers. Additionally, federal legislation has substantially increased the amount of subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved" in recent years, which could result in increased competition for our broadband services.
Mobile broadband providers increasingly provide Fixed Wireless BroadbandAccess ("FWBFWA") services that can substitute for our fixed broadband service. These 5G FWBFWA services from T-Mobile and Verizon, for example, in addition to services such as 4G, LTELTE, and other 5G (and variants) wireless broadband services and WiFi networks, andas well as devices such as wireless data cards, tabletstablets, and smartphones, and mobile wireless routers that connect to such devices, also compete with our broadband services both for inon premises broadband service and mobile broadband. All major wireless carriers have started to offer unlimited data plans, which could, in some cases, become a substitute for the fixed broadband services we provide. The FCC is likely to continue to make additional radio spectrum available for these wireless Internet access services, which in time could expand the quality and reach of these services.
Our broadband service faces competition from wired and wireless providers. Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL, cable, or FTTH/FTTP services. We believe these services compete with our broadband service and are often offered at prices comparable to or lower than our Internet services and, despite sometimes being offered at speeds lower than the speeds we offer, are capable of serving as substitutes for some consumers. In addition, to the extent that these providers’ networks are more ubiquitously deployed, such as traditional telephone networks, they may be in a better position to offer Internet services to businesses passed by their networks on a more economic or timely basis than we can, even if the services they offer are arguably inferior. They may also increasingly have the ability to combine video services, mobile services, and telephone and Internet services offered to their customers, either directly or through co-marketing agreements with other service providers. Additionally, federal legislation has substantially increased the amount of subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved" in recent years, which could result in increased competition for our broadband services.
Our telephony services, including the mobile wireless voice and data service that we launched in 2019, compete directly with established broadband communications companies and other carriers, including wireless providers, as increasing numbers of homes are replacing their traditional telephone service with wireless telephone service. We also compete against VoIP providers like Vonage, Skype,Microsoft Teams, Facetime, WhatsAppWhatsApp, and magicJack that do not own networks but can provide service to any person with a broadband connection, in some cases free of charge. Our telephony services also face competition from substitute services such as SMS, chat, Apple Messaging, WhatsApp and similar communications services.
In addition, we compete against ILECs, other CLECsCLECs, IP-enabled communications service providers, and long-distance voice-service companies for large commercial and enterprise customers. While we compete with the ILECs, we also enter into interconnection agreements with ILECs so that our customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, termsterms, and conditions of each agreement, however, depend on the outcome of negotiations between us and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. We have entered into interconnection agreements with Verizon for New York, New JerseyJersey, and portions of Connecticut,Connecticut and(including agreements with former Frontier operations for portions of Connecticut,Connecticut), which have been approved by the respective state commissions. We have also entered into interconnection agreements with other ILECs in New York and New Jersey and in each of the other states where we offer VoIP and telecommunications services. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitrationarbitration, and approval under the laws in effect at that time.
Our advertising business faces competition from traditional and non-traditional media outlets, such as television and radio stations, traditional print mediamedia, and the Internet, including Meta, GoogleGoogle, and others.
The broadband communications industry has undergone significant technological development over time and these changes continue to affect our business, financial conditioncondition, and results of operations. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet-based delivery of movies, shows and other content which can be viewed on televisions, wireless devicesdevices, and other developing mobile devices. Consumers' video consumption patterns are also evolving, for example, with more content being downloaded for time-shifted consumption. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain customers and demand for our services and it can also decrease advertising demand on our delivery systems. Our broadband business faces technological challenges from rapidly evolving wireless Internet solutions. Our telephony service offerings face technological developments in the proliferation of telephony delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for customers, content and advertising.
Many of our video customers take delivery of their services through our set-top box, although customers are increasingly able to enjoy these services through other devices, for example, Roku, Amazon Fire TV, Google TV, Apple TV, and other connected-TV platforms, which eliminates or reduces the need to use our devices. We may be required to make material capital and other investments to keep up with technological change. These challenges could adversely affect our business, financial conditioncondition, and results of operations.
In 2019, we launched our mobile wireless voice and data service. We believe this product offering will enable us to deliver greater value and more benefits to customers by offering mobile voice and data services, in addition to our broadband, videovideo, and telephony services. Some of our competitors already offer, or have announced plans to offer, their own offerings that bundle two or more of their broadband, video, telephonytelephony, and mobile voice and data services. If our customers do not view our service offerings as competitive with those offered by our competitors, we could experience increased customer churn. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect from offering mobile voice and data services to new or existing customers, in the timeframe we anticipate. In addition, we may be required to make material capital and other investments to develop and maintain this business and to keep up with technological change. These challenges could adversely affect our business, financial conditioncondition, and results of operations.
Programming and retransmission costs are increasing and we may not have the ability to pass these increases on to our customers. Disputes with programmers and the inability to retain or obtain popular programming can adversely affect our relationship with customers and lead to customer losses, which could materially adversely affect our business, financial conditioncondition, and results of operations.
The expiration dates of our various programming contracts are staggered, which results in the expiration of a portion of our programming contracts throughout each year. We attempt to control our programming costs and, therefore, the cost of our video services to our customers, by negotiating favorable terms for the renewal of our affiliation agreements with programmers. On certain occasions in the past, such negotiations have led to disputes with programmers that have resulted in periods during which we did not carry, or decided to stop carrying, a particular broadcast network or programming service or services. For example, in JanuaryDecember 2025, weNew wereEngland unableSports toNetwork reach an agreement with Nexstar Media Group, Inc. ("Nexstar") upon equitable terms, and effective January 10, 2025, Nexstar owned and operated broadcast stations and services were removed from our lineups. On January 17, 2025, we and Nexstar agreed to renewal terms and the applicable broadcast stations and services were promptly restored to our lineups. Additionally, in January 2025, MSG Networks' services werewas removed from our lineups. Negotiating impasses are relatively common. To the extent we are unable to reach agreement with certain programmers on terms we believe are reasonable, we may be forced to, or determine for strategic or business reasons to, cease negotiations with such programmers and remove the associated programming channels from our line-up and may decide to replace such programming channels with other programming channels, which may not be available on acceptable terms or be as attractive to customers. Such disputes, or the removal or replacement of programming, may inconvenience some of our customers and can lead to customer dissatisfaction, negative publicity, regulatory inquiries, and the potential loss of customers, which could have a material adverse effect on our business, financial condition, results of operationsoperations, and liquidity. There can be no assurance that our existing programming contracts will be renewed on favorable or comparable terms, or at all, or that the rights we negotiate will be adequate for us to execute our business strategy.
We may also be subject to increasing financial and other demands by broadcast stations. Federal law allows commercial television broadcast stations to make an election between "must-carry" rights and an alternative "retransmission consent" regime. Local stations that elect "must-carry" are entitled to mandatory carriage on our systems, but at no fee. When a station opts for retransmission consent, cable operators negotiate for the right to carry the station's signal, which typically requires payment of a per-customer fee. Our retransmission agreements with stations expire from time to time. Upon expiration of these agreements, we may carry some stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements. In connection with any negotiation of new retransmission agreements, we may become subject to increased or additional costs, which we may not be able to pass on to our customers. To the extent that we cannot pass on such increased or additional costs to customers or offset such increased or additional costs through the sale of additional services, our business, financial condition, results of operationsoperations, and liquidity could be materially adversely affected. In addition, in the event contract negotiations with stations are unsuccessful, we could be required, or determine for strategic or business reasons, to cease carrying such stations' signals, possibly for an indefinite period. Any loss of stations could make our video service less attractive to our customers, which could result in a loss of customers, which could have a material adverse effect on our business, financial condition, results of operationsoperations, and liquidity. There can be no assurance that any expiring retransmission agreements will be renewed on favorable or comparable terms, or at all.
The broadcast television sector is undergoing rapid consolidation, evidenced by the proposed acquisition of Tegna Inc. by Nexstar Media Group and ongoing regulatory discussions regarding the potential increase or elimination of the Federal Communications Commission’s 39% national television ownership cap. This trend toward massive scale empowers large-station groups with significant market leverage in retransmission consent negotiations, enabling them to demand supra-competitive rate increases and impose "tying" arrangements that condition the carriage of essential, high-rated local broadcast signals on the forced purchase of unrelated, lower-demand cable networks or digital tiers. As these entities aggregate control over key network affiliates across critical markets, our bargaining power may diminish, increasing the likelihood of carriage disputes, service blackouts, and substantial hikes in per-subscriber programming fees that, if passed on to consumers, could accelerate subscriber churn or, if absorbed, significantly compress our operating margins and profitability.
Our future growth, profitabilityprofitability, and results of operations depend upon our ability to successfully implement our business strategy, which, in turn, is dependent upon a number of factors, including our ability to continue to:
There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Furthermore, achieving these objectives will require investments which may result in short-term costs without generating any current revenues and therefore may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial conditioncondition, and results of operations. In addition, if we are unable to continue improving our operational performance and customer experience we may face a decrease in new customers and an increase in customer churn, which could have a material adverse effect on our business, financial conditioncondition, and results of operations. For example, there can be no assurance that we will be able to successfully implement our plan to expand and upgrade our network within the anticipated timeline or at all or within the cost parameters we currently expect. Similarly, we may not be successful in growing our mobile voice and data services on our anticipated timeline or realize, in full or in part, the anticipated benefits we expect from offering such services, and we may face technological, financial, legal, regulatory or other challenges in pursuing these or other initiatives.
From time to time the capital markets experience volatility and disruption. Volatility in the capital markets may be impacted by a number of factors. Some of the main factors which have recently contributed to capital markets volatility include, but are not limited to, inflationary pressures, the outlook for interest rates, and the military conflicts between Russia and Ukraine and in the Middle East.East, and other geopolitical events. There can be no assurance that market conditions will not continue to be volatile or worsen in the future.
Financial market disruptions may be accompanied by a broader economic downturn, which historically has led to lower demand for our products, such as video services, as well as lower levels of television advertising, and increased incidence of customers' inability to pay for the services we provide. A recurrence of these conditions may adversely impact our business, financial conditioncondition, and results of operations.
Persistent disruptions in the capital markets as well as the broader global financial market could increase our interest expense, adversely affecting our business, financial position, results of operationsoperations, and liquidity.
Longer term, volatility and disruptions in the capital markets and the broader global financial market as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failures of significant financial institutions could adversely affect our access to the liquidity needed for our businesses. Such disruptions could require us to take measures to conserve cash or impede or delay potential acquisitions, strategic transactionstransactions, and refinancing transactions until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.
We are highly leveraged and have substantial indebtedness, which must be repaid or refinanced periodically. This high leverage reduces our capability to withstand adverse developments or business conditions. If we do not repay or refinance our debt obligations when they become due, or do not otherwise comply with certain terms of our indentures, credit facilities, and other agreements governing our indebtedness, we would be in default under those agreements. Such a default could have a material adverse effect on our business, financial condition, liquidity, and results of operations. Additionally, if we incur additional indebtedness, such indebtedness could further exacerbate the risks associated with our substantial indebtedness.
Our subsidiaries have incurred substantial amounts of indebtedness, including to finance the Cequel Acquisition, the Cablevision Acquisition, and other strategic initiatives, as well as to support ongoing operations, network upgrades and expansions, new service launches, programming costs, and for general corporate purposes. We may incur additional indebtedness in the future to fund our operations, which may include capital-intensive initiatives. At December 31, 2025, the carrying value of our total aggregate consolidated indebtedness, including finance leases, was approximately $26.2 billion. During 2025, we entered into a receivables facility loan agreement, which was subsequently refinanced in January 2026, resulting in the incurrence of approximately $1.1 billion of additional indebtedness. As a result, our overall indebtedness increased, along with interest expense. As of December 31, 2025, we had $7.4 billion of long-term debt maturing in 2027. Our ability to repay this debt in 2027 will be dependent on our ability to successfully refinance the debt or raise additional capital. While management is pursuing refinancing this debt and raising additional capital, there is no assurance these efforts will be successful. A failure to secure committed sources of funding to refinance this debt by April 2026 may raise substantial doubt about our ability to continue as a going concern in the future.
Our subsidiaries have incurred substantial amounts of indebtedness in connection with acquisitions and to finance the Cequel Acquisition, the Cablevision Acquisition, our operations, upgrades to our cable plant and acquisitions of other cable systems, sources of programming and other businesses. We have also incurred substantial indebtedness in order to offer new or upgraded services to our current and potential customers. At December 31, 2024, the carrying value of our total aggregate indebtedness, including finance leases and supply chain financing was approximately $25.1 billion. Because we are highly leveraged, our payments on our indebtedness are significant in relation to our revenues and cash flow, which exposes us to significant risk in the event of downturns in our businesses (whether through competitive pressures or otherwise), our industry or the economy generally, since our cash flows would decrease but our required payments under our indebtedness would not. Decreases in our revenues combined with stable or increases inincreased operating costs (and corresponding reduction in our cash flows) would therefore adversely affect our ability to make interest or principal payments on our indebtedness as they come due. Further, downturns in our business, our industry or the economy generally may also impact our ability to comply with the covenants and restrictions in our indentures, credit facilities, and other agreements governing our indebtedness and may impact our ability to pay or refinance our indebtedness as it comes due.
Our ability to repay or refinance our debt obligations when they become due depends, in part, on the availability of capital and the willingness of market participants to provide credit to us. In addition, certain of our creditors (collectively, the “Co-Op”) have entered into a cooperation agreement, which may restrict such creditors from participating in financing transactions with us, except as approved by the Co-Op. Members of the Co-Op represent a significant percentage of the holders of our outstanding indebtedness, and the existence of the Co-Op may result in a significant limitation on our ability to access the syndicated loan market or the market for high yield bonds, along with our ability to refinance our existing indebtedness, extend the maturities of our indebtedness or consummate strategic transactions to manage our liabilities, on favorable terms, or at all.
Economic downturns may also impact our ability to comply with the covenants and restrictions in our indentures, credit facilities and other agreements governing our indebtedness and may impact our ability to pay or refinance our indebtedness as it comes due. If we do not repay or refinance our debt obligations when they become due andor do not otherwise comply with the covenants and restrictions in our indentures, credit facilitiesfacilities, and other agreements governing our indebtedness, we would be in default under those agreements and the underlying debt could be declared immediately due and payable. In addition, any default under any of our indentures, credit facilities or other agreements governing our indebtedness could lead to an acceleration of debt under any other debt instruments or agreements that contain cross-acceleration or cross-default provisions. If the indebtedness incurred under our indentures, credit facilitiesfacilities, and other agreements governing our indebtedness were accelerated, we would not have sufficient cash to repay amounts due thereunder. A default on our debt could have a material adverse effect on our business, financial condition, liquidity, and results of operations. To avoid a default, we could be required to defer capital expenditures, sell assets, seek strategic investments from third parties or otherwise reduce or eliminate discretionary uses of cash. However, if such measures were to become necessary, there can be no assurance that we would be able to sell sufficient assets or raise strategic investment capital sufficient to meet our scheduled debt maturities as they come due. In addition, any significant reduction in necessary operating or capital expenditures could adversely affect our ability to retain our existing customer base and obtain new customers, which would adversely affect our business, financial positionposition, and results of operations.
The terms of our existing indebtedness restrict, but do not prohibit, us from incurring additional indebtedness. We may increase our consolidated indebtedness for various business reasons, which might include, among others, financing acquisitions or other strategic transactions,transactions and initiatives, funding prepayment premiums, if any, on the debt we refinance, funding distributions to our shareholders or general corporate purposes. If we incur additional indebtedness, such indebtedness will be added to our current debt levels and the above-described risks we currently face could be magnified.
We have in the past incurred substantial losses from operations and we may do so in the future. Significant losses from operations could limit our ability to raise any needed financing, or to do so on favorable terms, as such losses could be taken into account by potential investors, lenderslenders, and the organizations that issue investment ratings on our indebtedness.
A lowering or withdrawal of the ratings assigned to our or our subsidiaries' debt securities and credit facilities by ratings agencies may increase our future borrowing costs and reduce our access to capital.
Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations or the amount of indebtedness incurred could lead to a ratings downgrade on our or our subsidiaries' indebtedness. In May 2024, S&P lowered our issuer credit rating to CCC+ and Moody's Investors Service ("Moody's") lowered CSC Holdings, LLC's ("CSC Holdings") corporate family rating to Caa2. These credit ratings remain unchanged as of January 2026 for S&P, and December 2025 for Moody's. The decline in our debt ratingsrating and the debt rating for our subsidiaries' debt securities and credit facilities are currently below the "investment grade" category, which couldmay result in higher borrowing costs and more restrictive covenants in our indentures and credit facilities, as well as a reduced pool of potential investors of that debt as some investors will not purchase debt securities or become lenders under credit facilities that are not rated in an investment grade rating category.facilities. In addition, there can be no assurance that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Our credit rating (including the credit rating assigned to our subsidiaries’ debt securities and credit facilities) has in the past been and may continue to be impacted by a number of factors, including the state of the U.S. economy, factors affecting the broadband communications and video service industry, our operating performanceperformance, and our financing activities. In 2024, S&P downgraded our credit rating to “CCC+” and Moody’s Investors Service downgraded our credit rating to “Caa2.” A deterioration of our financial position or a further downgrade of our or our subsidiaries' ratings for any reason may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material adverse effect on our business, financial conditioncondition, and results of operations, which in return may adversely affect the market price of shares of our Class A common stock.
Our primary debt obligations have been incurred by our subsidiaries, mainly CSC Holdings,Holdings LLCand ("most recently Cablevision Litchfield, CSC Holdings").Optimum and Cablevision Funding LLC, in addition to Lightpath. A portion of the indebtedness incurred by CSC Holdings is not guaranteed by any of its subsidiaries. CSC Holdings is primarily a holding company whose ability to pay interest and principal on such indebtedness is wholly or partially dependent upon the operations of its subsidiaries and the distributions or other payments of cash, in the form of distributions, loans or advances, those other subsidiaries deliver to our indebted subsidiaries. Our subsidiaries are separate and distinct legal entities and, unless any such subsidiaries has guaranteed the underlying indebtedness, have no obligation, contingent or otherwise, to pay any amounts due on our indebted subsidiaries' indebtedness or to make any funds available to our indebted subsidiaries to do so. These subsidiaries may not generate enough cash to make such funds available to our indebted subsidiaries and in certain circumstances legal and contractual restrictions may also limit their ability to do so.
The indentures, credit facilitiesfacilities, and agreements governing the indebtedness of our subsidiaries contain various negative covenants that restrict our subsidiaries' (and their respective subsidiaries') ability to, among other things:
Violation of these covenants could result in a default that would permit the relevant creditors to require the immediate repayment of the borrowings thereunder, which could result in a default under other debt instruments and agreements that contain cross-default provisions and, in the case of our revolving credit facility, permit the relevant lenders to restrict the relevant borrower's ability to borrow undrawn funds under such revolving credit facility. A default under any of the agreements governing our indebtedness could materially adversely affect our business, financial conditioncondition, liquidity, and results of operations.
•unable to raise additional debt or equity financing to operate our business, including during general economic or business downturns; or
These restrictions could have a material adverse effect on our ability to grow in accordance with our strategy and on the value of our debt and equity securities. In addition, in light of our leverage profile and credit market conditions, future amendments, refinancings or new financing arrangements may impose additional or more restrictive limitations on our operational and financial flexibility.
We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing indebtedness obligations and meet other obligations and the failure to do so successfully could adverselyhave affecta material adverse effect on our business.business, financial condition, liquidity, and results of operations. We may also engage in extraordinary transactions that involve the incurrence of large amounts of indebtedness.
Our business is capital intensive. Operating and maintaining our cable systems requires significant amounts of cash payments to third parties. Capital expenditures were $1,347.3 million, $1,433.0 million,million and $1,704.8 million and $1,914.3 million in 2024,2025, 20232024 and 2022,2023, respectively, and primarily include payments for customer premise equipment, network infrastructure, supportsupport, and other costs. We expect these capital expenditures to continue to be significant as we further enhance our service offerings. We may have substantial future capital commitments in the form of long-term contracts that require substantial payments over a period of time.
We expect these capital expenditures to continue to be significant as we further enhance our service offerings. We may have substantial future capital commitments in the form of long-term contracts that require substantial payments over a period of time. In the longer term, ourOur ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, businessbusiness, and other factors, some of which are beyond our control. Competition, shifts in consumer behavior, market disruptions or deterioration in economic conditions have in the past, and could in the future, lead to lower demand for our products, as well as lower levels of advertising,advertising and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flowsflows, and financial position. As such, we may not be able to generate sufficient cash internally to fund anticipated capital expenditures, make ongoing interest paymentspayments, and repay our indebtedness at maturity. Accordingly, we may have to do one or more of the following:
However, we may not be able to refinance existing obligations or raise any required additional capital on terms acceptable to us or at all. Borrowing costs related to future capital raising activities may be significantly higher than our current borrowing costs and we may not be able to raise additional capital on favorable terms, or at all, if financial markets experience volatility. InThe addition, we have become aware that certain of our creditors (collectively, the “Co-Op”) have entered into a cooperation agreement, which we believe restricts such creditors from participating in financing transactions with us, except as approved by the Co-Op. Members of the Co-Op represent a significant percentage of the holders of our outstanding indebtedness, and thecontinued existence of the Co-Op may result in a significant limitation on our ability to access the syndicated loan market or the market for high yield bonds, along with our ability to refinance our existing indebtedness, extend the maturities of our indebtedness or consummate strategic transactions to manage our liabilities, on favorable terms, or at all. See also “Risk Factors Relating to our Business and Our Indebtedness—We are highly leveraged and have substantial indebtedness, which must be repaid or refinanced periodically.”
Management's Discussion & Analysis (MD&A)
New heading “NYC ABS Loan and Security Agreement”
New heading “UnSub Group Credit Facility”
Removed heading “Gain on Investments and Sale of Affiliate Interests, Net”
Removed heading “Loss on Derivative Contracts, Net”
Removed heading “Lightpath Interest Rate Swap Contract”
Largest changes
“As a result of our quantitative impairment test as of September 30, 2025 (discussed above), we recorded a non-cash impairment charge of $1,611,308 related to our indefinite-lived cable franchise rights. The decline in the estimated fair value of our indefinite-lived franchise rights was attributable to updated long-term financial projections, that reflected a reduction in estimated future cash flows as a result of the sustained competitive environment and macroeconomic conditions. …”see in full comparison
“On February 10, 2026, Lightpath Fiber Issuer LLC (the “Issuer”) priced an offering of $1,657,000 in aggregate principal amount of Secured Fiber Network Revenue Notes, Series 2026-1 (the “Notes”), in a securitization transaction (the “Offering”). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath, which is an indirect, majority-owned subsidiary of the Company. …”see in full comparison
For financing purposes, we havesee in full comparisontwofour debt silos: CSCHoldingsHoldings, NYC ABS (defined below), the Unsub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includesLightpath andcertain designated subsidiaries. The CSC Holdings Restricted Group is comprised of CSC Holdings andsubstantially all ofits wholly-owned operatingsubsidiariessubsidiaries, excludingLightpath.LightpathTheseand certain of its designated subsidiaries, Cablevision Funding and certain special-purpose entities formed or transferred to Cablevision Funding in connection with the NYC ABS Loan and Security Agreement (defined below) and Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings silo on November 25, 2025 (collectively, the "UnSub Group"). The CSC Holdings Restricted Groupsubsidiaries areis subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all ofitsLightpath's operating subsidiaries which are subject to the covenants and restrictions of the Lightpath credit facility and indentures governing the notes issued by Lightpath. The NYC ABS silo consists of special-purpose entities that hold, among other things, certain receivables generated by our Bronx and Brooklyn service area and network assets located in that area, and is subject to covenants and restrictions set forth in the NYC ABS Loan and Security Agreement. The NYC ABS silo was repaid in full on January 12, 2026, and the obligors under the NYC ABS silo, together with certain other entities, became loan parties under the UnSub Group Facility in February 2026. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
“In February 2024, Lightpath entered into an extension amendment (the "Extension Amendment") to its amended credit agreement that provides for, among other things, (a) an extension of the scheduled maturity date with respect to the 2027 Revolving Credit Commitments (as defined in the Extension Amendment) under the credit agreement to the date (the "New Maturity Date") that is the later of (x) November 30, 2025 and (y) the earlier of (i) June 15, 2027 and (ii) the date that is five business days after any Extension Breach Date (as defined in the Amended Credit Agreement) and (b) incremental …”see in full comparison
“Pursuant to the terms of the NYC ABS Loan and Security Agreement, restricted cash was held in bank accounts controlled by the NYC ABS Collateral Agent for the purpose of paying interest, certain fees and scheduled principal and for satisfying the required liquidity reserve amounts. As of December 31, 2025, we had short-term restricted cash of $107,384 and long-term restricted cash of $21,858. The NYC ABS Loan and Security Agreement was repaid in full on January 12, 2026 with the proceeds of the Incremental UnSub Credit Facility Loans (defined below).”see in full comparison
“On July 16, 2025, Cablevision Funding LLC ("Cablevision Funding"), a newly formed, bankruptcy-remote, indirect wholly-owned subsidiary of the Company, entered into an asset-backed security transaction (the "NYC ABS"), in accordance with a receivables facility loan and security agreement (the "NYC ABS Loan and Security Agreement"), by and among Cablevision Funding, certain guarantors party thereto (collectively, the "NYC ABS Guarantors"), Goldman Sachs Bank USA and certain funds managed by TPG Angelo Gordon, as initial lenders, Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring …”see in full comparison
Full comparison: every changed paragraph (123)
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plansplans," and similar words and terms used in the discussion of future operating results, future financial performanceperformance, and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
•competition for broadband, videovideo, and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers,providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations;
•financial community and rating agency perceptions of our business, operations, financial conditioncondition, and the industries in which we operate;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer virusesviruses, and similar problems;
•disruptions to our networks, infrastructureinfrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacksattacks, and similar events;
•Reconciliation of CSC Holdings Results of Operations to AlticeOptimum USA'sCommunications' Results of Operations
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business-CompetitionBusiness—Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephonytelephony, and mobile services. We also derive revenue from DVR, VOD, pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephonytelephony, and mobile services accounted for approximately 41%, 32%,30%, 3%, and 1%2% respectively, of our consolidated revenue for the year ended December 31, 2024.2025. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, videovideo, and mobile services. For the year ended December 31, 2024,2025, 16%17% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2024.2025. Our other revenue, which includes mobile equipment revenue,revenue for the year ended December 31, 20242025, primarily includes mobile equipment revenue, accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions,dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitivecompetitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellitesatellite-based deliveredconnectivity video signals,providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc. (including former Frontier Communications Parent, Inc. operations), AT&T,T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH,DISH Frontier,Network (a wholly-owned subsidiary of EchoStar Corporation), Lumen Technologies, Inc.,Inc.'s T-Mobile,consumer brands, including CenturyLink and Verizon.Quantum Fiber, and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business-CompetitionBusiness—Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by increaseschanges in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "—Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. InAdditionally, addition,we are investing in our HFC network which includes a multi-gig network upgrade plan through targeted mid-split upgrades. Finally, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptionsdisruptions, or encounter other challenges to executing them as planned. See "—Liquidity and Capital Resources-CapitalResources—Capital Expenditures" for additional information regarding our capital expenditures.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
Results of Operations - AlticeOptimum USACommunications
The following is a reconciliation of net income (loss) to Adjusted EBITDA (unaudited):
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
(a)Represents the estimated number of single residence homes, apartmentsapartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 3026 thousand passings and telephony services were not available to approximately 500460 thousand passings.
(b)Represents number of households/businesses that receive at least one of our fixed-line services. 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 on our HFC and FTTH network. 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 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 rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephonytelephony, and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e)Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsetshandsets, and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The 20242025 and 20232024 ending lines include approximately 4.417.6 thousand and 2.84.4 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
(f)Represents the estimated number of single residence homes, apartmentsapartments, and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
Broadband revenue for the years ended December 31, 20242025 and 20232024 was $3,645,460$3,542,230 and $3,824,472,$3,645,460, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $179,012$103,230 (5%3%) for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decrease was due primarily due to decreases in broadband customerscustomers, andpartially loweroffset by higher average recurring broadband revenue per broadband customer.subscriber, primarily driven by certain rate increases.
Video revenue for the years ended December 31, 20242025 and 20232024 was $2,896,600$2,590,790 and $3,072,011,$2,896,600, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $175,411$305,810 (6%11%) for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming also contributed to the year-over-year decline.
Mobile service revenue for the years ended December 31, 20242025 and 20232024 was $117,084$164,568 and $77,012,$117,084, respectively. The increase of $40,072$47,484 (52%41%) was primarily due primarily to an increase in mobile lines.lines, as well as an increase in certain fees during the year ended December 31, 2025.
Business services and wholesale revenue increased $4,615$17,297 (1%) for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase was primarily due to increases in ethernet and managedindefeasible routerright of use revenue from our Lightpath business, partially offset by a decrease in wholesale revenue and a decrease in SMB customers.
News and advertising revenue increaseddecreased $38,430$14,372 (9%3%) for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increasedecrease was primarily due to increasesa decrease in digital advertising, mainly political advertising.advertising revenue, partially offset by an increase in revenue associated with an acquisition in the third quarter of 2024.
Programming and other direct costs for the years ended December 31, 20242025 and 20232024 amounted to $2,896,570$2,637,181 and $3,029,842,$2,896,570, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by increaseschanges in contractual rates, changes in the number of customers receiving certain programming services, new channel launcheslaunches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
Programming costs aggregated $2,251,316$1,919,265 and $2,456,158$2,251,316 for the years ended December 31, 20242025 and 2023,2024, respectively. Our programming costs in 2025 will continuecontinued to be impacted by changes in programming rates, which we expect to increase, and by changes in the number of video customers.customers Disputesand withby programmers which resultchanges in temporaryprogramming periodsrates, duringthe latter of which we do not carry or if we cease carrying a particular programming service altogetherexpect will reduce programming costs.increase.
Other operating expenses for the years ended December 31, 20242025 and 20232024 amounted to $2,711,828$2,681,740 and $2,646,258,$2,711,828, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefitsbenefits, and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
The increasedecrease in other operating expenses of $65,570$30,088 (2%1%) for the year ended December 31, 20242025 as compared to the prior year was attributable to the following:
(a)In connection with our annual recoverability assessment of goodwill, weWe recorded an impairment charge relatingrelated to our Newsindefinite-lived andcable Advertisingfranchise reportingrights unitin for the year ended December 31, 2023.2025. See Note 10 for additional information.
(b)Includes costs related to our workforce management initiatives, including costs related to a voluntary retirement program.
(c)In July 2025, we completed the sale of certain tower assets for $59,908 and recorded a gain of $55,114. In connection with the sale, we entered into a master license agreement with the buyer pursuant to which we maintain access to space on certain of those towers for an initial term of five years.
(b)Represent costs to early terminate contracts with vendors.
(cd)Includes2024 amount includes a credit resulting from the waiver of a payment obligation in June 2024 related to a patent infringement settlement agreement reached in the fourth quarter of 2022 (of which $65,000 of the settlement was paid in 2022) and a credit resulting from the indemnification from a supplier related to this matter. Offsetting these credits was an expense, net of insurance recoveries, in connection with the settlement of other significant litigation.
(e)Represent costs to early terminate contracts with vendors.
The decreaseincrease in depreciation and amortization of $2,066$54,743 for the year ended December 31, 20242025 as compared to 20232024 was due to lower expense resulting from certain assets becoming fully amortized, offset by higherincreased depreciation expenserelated resulting from increasedto asset additions in 2025 and 2024, includingpartially offset by decreased expense related to assets that had become fully depreciated. In addition, the increase included certain losses related to the disposal of plant and equipment and accelerated depreciation.
The decrease in Adjusted EBITDA for the year ended December 31, 20242025 as compared to the prior year was due to the decrease in revenue, partially offset by a net decrease in operating expenses during 20242025 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items and share-based compensation), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow was $149,388$(118,837) and $121,587$149,388 for the years ended December 31, 20242025 and 2023,2024, respectively. The increasedecrease in Free Cash Flow in 20242025 as compared to 20232024 is primarilywas due to a decrease in net cash capitalprovided expenditures,by operating activities, partially offset by a decrease in cashcapital from operating activities driven by timing of cash receipts and disbursements.expenditures.
Gain on Investments and Sale of Affiliate Interests, Net
Gain on investments and sale of affiliate interests, net for the years ended December 31, 2024 and 2023 of $670 and $180,237. The gain in 2024 related to the sale of certain cable assets and the gain in 2023 represented the increase in the fair value of the Comcast common stock owned by us through January 24, 2023. In 2023, the gain was partially offset by a loss on the sale of our Cheddar News business. The effect of the gain related to the Comcast common stock in 2023 was partially offset by the loss on the related equity derivative contracts, net described below.
Loss on Derivative Contracts, Net
Loss on derivative contracts, net amounted to $166,489 for the year ended December 31, 2023. The loss reflects the change in fair value of equity derivative contracts relating to the Comcast common stock we owned through January 24, 2023. The effects of this loss were partially offset by the gain on investment securities pledged as collateral, which is included in gain on investments and sale of affiliate interests, net, discussed above.
Gain on interest rate swap contracts, net amounted to $18,632$613 and $32,664$18,632 for the years ended December 31, 20242025 and 2023,2024, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. Our swap contracts are not designated as hedges for accounting purposes. The gain for the year ended December 31, 2024 is net of a $52,943 loss related to the early termination of the CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000. Our swap contracts are not designated as hedges for accounting purposes.
Gain (Loss) on Extinguishment of Debt and Write-off of Deferred Financing Costs
Gain (loss)Loss on extinguishment of debt and write-off of deferred financing costs amounted to $(12,901)$23,502 and $4,393$12,901 for the years ended December 31, 20242025 and 2023,2024, respectively.
The following table provides a summary of the gain (loss) on extinguishment of debt and the write-off of deferred financing costs recorded by us:
Other Income (Expense),Expense, Net
Other income (expense),expense, net amounted to $(5,675)$3,051 and $4,940$5,675 for the years ended December 31, 20242025 and 2023,2024, respectively. These amounts include the non-service benefit or cost components of our pension plans, and for the year ended December 31, 2024 the amount includes dividends received on Comcast common stock we owned through January 24, 2023.plans.
Income Tax Benefit (Expense)
We recorded an income tax benefit of $96,908 for the year ended December 31, 2025, resulting in an effective tax rate of 5.0% and an income tax benefit of $4,071 for the year ended December 31, 2024, resulting in an effective tax rate of 4.9% and an income tax expense of $(39,528) for the year ended December 31, 2023, resulting in an effective tax rate of 33% (See Note 14).
The effective tax rate in 2025 includes the nondeductibility of the impairment of our indefinite-lived cable franchises, the impact of tax deficiencies on share-based compensation, and the increase in our uncertain tax positions reserve.
Our effective tax rate in 2023 includes the impact of the capital loss recognized from the sale of our Cheddar News business in December 2023 and the impact of the impairment of goodwill related to our News and Advertising business that was not deductible for tax purposes.
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of AlticeOptimum USA,Communications, except for the following:
Refer to AlticeOptimum USA'sCommunications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
Refer to AlticeOptimum USA'sCommunications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and AlticeOptimum USACommunications relate to the transfer of certain workers' compensation, general and automobile liability liabilities to the Captive during 2024. See Note 16.
What changed in the latest 10-Q
Risk Factors
Largest changes
As of the date of this report, we have significant near-term debt maturities, includingsee in full comparison$4,130,000$4,122,500 principal amount of debt maturing in April 2027 and $2,225,000 maturing in July 2027. We do not currently have sufficient cash on hand, projected future cash flows from operations or committed financing, or other definitive arrangements, to pay this amount at maturity. These conditions raise substantial doubt about our ability to continue as a going concern, as further discussed in Note 2 in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Full comparison: every changed paragraph (1)
As of the date of this report, we have significant near-term debt maturities, including $4,130,000$4,122,500 principal amount of debt maturing in April 2027 and $2,225,000 maturing in July 2027. We do not currently have sufficient cash on hand, projected future cash flows from operations or committed financing, or other definitive arrangements, to pay this amount at maturity. These conditions raise substantial doubt about our ability to continue as a going concern, as further discussed in Note 2 in the notes to our consolidated financial statements included in this Quarterly Report on Form 10-Q.
Management's Discussion & Analysis (MD&A)
New heading “Gain (loss) on Investments and Sale of Affiliate Interests”
New heading “SUPPLEMENTAL FINANCIAL INFORMATION”
New heading “Private Placement of Redeemable Preferred Units”
New heading “Private Exchange Transaction”
New heading “Cash Tender Offer”
Removed heading “CSC HOLDINGS RESTRICTED GROUP”
Removed heading “CSC Holdings Restricted Group”
Largest changes
Full comparison: every changed paragraph (91)
•other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 13, 2026 (the "Annual Report"). and our subsequent Quarterly Reports on Form 10-Q.
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.34.2 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a FTTH network with approximately 10.010.1 million total passings as of MarchJune 31,30, 2026. Additionally, we offer news programming and advertising services.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony and mobile services. We also derive revenue from digital video recorder, video-on-demand ("VOD"), pay-per-view, installation and home shopping commissions. Our residential broadband, video, telephony and mobile services accounted for approximately 41%, 29%, 3%, and 2%, respectively, of our consolidated revenue for the threesix months ended MarchJune 31,30, 2026. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and small and medium-sized business ("SMB") customers, including broadband, telephony, networking, video, and mobile services. For the threesix months ended MarchJune 31,30, 2026, 18% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 6%5% of our consolidated revenue for the threesix months ended MarchJune 31,30, 2026. Our other revenue (which primarily consists of mobile equipment revenue) for the three months ended MarchJune 31,30, 2026 accounted for approximately 1% of our consolidated revenue.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc., AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), Lumen Technologies, Inc.'s consumer brands, including CenturyLink and Quantum Fiber, and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business–Competition" included in our Annual Report.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that resultsresult from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures), which is a non-GAAP financial measure, as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies. See reconciliation of net cash flow from operating activities to Free Cash Flow below.
(a)Represents the estimated number of single residence homes, apartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 26 thousand passings and telephony services were not available to approximately 460 thousand passings.
(e)Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsets and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The total mobile ending lines as of June 30, 2026, March 31, 2026, December 31, 20252026 and MarchJune 31,30, 2025 include approximately 20.925.5 thousand, 17.620.9 thousand and 7.510.8 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
Comparison of Results for the Three and Six Months Ended MarchJune 31,30, 2026 compared to the Three and Six Months Ended MarchJune 31,30, 2025
Broadband revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $850,039$840,919 and $899,561,$1,690,958, respectively, and $885,139 and $1,784,700 for the three and six months ended June 30, 2025, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $49,522$44,220 (6%5%) and $93,742 (5%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The decrease for the three months ended June 30, 2026 as compared to the same period in the prior year was due primarily to a declinedeclines in broadband customerscustomers, andpartially offset by higher average recurring broadband revenue per broadband subscriber. The decrease for the six months ended June 30, 2026 as compared to the same period in the prior year was due primarily to declines in broadband customers, as well as lower average recurring broadband revenue per broadband subscriber.
Video revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $602,223$587,830 and $665,568,$1,190,053, respectively, and $660,540 and $1,326,108 for the three and six months ended June 30, 2025, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $63,345$72,710 (11%) and $136,055 (10%) for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the three and six months ended MarchJune 31,30, 2025. The decreasedecreases waswere due primarily to a declinedeclines in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming during the three months ended March 31, 2025 partially offset the year-over-year decline.
Telephony revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $58,406$56,296 and $66,412,$114,702, respectively, and $64,633 and $131,045 for the three and six months ended June 30, 2025, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $8,006$8,337 (13%) and $16,343 (12%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The decreasedecreases waswere due primarily to declines in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile service revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $49,549$52,553 and $36,699,$102,102, respectively, and $37,621 and $74,320, for the three and six months ended June 30, 2025, respectively. The increaseincreases of $12,850$14,932 (35%40%) and $27,782 (37%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere primarily due to an increaseincreases in mobile lines, as well as an increaseincreases in certain fees and surcharges as compared to the prior year.year periods.
Business services and wholesale revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $364,300$366,286 and $363,545,$730,586, respectively, and $361,788 and $725,333 for the three and six months ended June 30, 2025, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue increased $755$4,498 (1%) and $5,253 (1%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily due to increases in Ethernet and other fees and surcharges revenue from our Lightpath business, partially offset by a decline in SMB customers.
News and advertising revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $119,674$99,978 and $102,410,$219,652, respectively, and $118,771 and $221,181 for the three and six months ended June 30, 2025, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $18,793 (16%) and $1,529 (1%) for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decrease for the three months ended June 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business in May 2026. The decrease for the six months ended June 30, 2026 as compared to the prior year period was primarily due to the sale of our interest in a non-core advertising agency business, partially offset by an increase in linear advertising revenue during the first three months of 2026.
News and advertising revenue increased $17,264 (17%) for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was primarily due to an increase in linear advertising revenue.
Other revenue for the three and six months ended MarchJune 31,30, 2026 and 2025 was $21,177$19,841 and $18,087,$41,018, respectively, and $18,711 and $36,798 for the three and six months ended June 30, 2025, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams. Other revenue increased $3,090$1,130 (17%6%) and $4,220 (11%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. The increaseincreases waswere primarily due to higher mobile equipment sales during 2026 as compared to the same periodperiods in the prior year.
Programming and other direct costs for the three and six months ended MarchJune 31,30, 2026 and 2025 amounted to $631,129$587,654 and $670,531,$1,218,783, respectively, and $662,690 and $1,333,221 for the three and six months ended June 30, 2025, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video service over our cable systems, which vary by state and municipality. These costs change in relation to changes in such categories of revenues or rate changes. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decreasedecreases in programming and other direct costs of $39,402$75,036 (6%11%) and $114,438 (9%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere primarily attributable to the following:
Programming costs aggregated $441,342$426,146 and $504,756$867,488 for the three and six months ended MarchJune 31,30, 20262026, respectively, and $497,520 and $1,002,276 for the three and six months ended June 30, 2025, respectively. Our programming costs in 2026 will continue to be impacted by changes in the number of video customers and by changes in programming rates, the latter of which we expect will increase.
Other operating expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 amounted to $660,203$655,956 and $698,186,$1,316,159, respectively, and $696,867 and $1,395,053 for the three and six months ended June 30, 2025, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
The decreasedecreases in other operating expenses of $37,983$40,911 (5%6%) and $78,894 (6%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere attributable to the following:
Restructuring, impairments and other operating items for the three and six months ended MarchJune 31,30, 2026 and 2025 amounted to $2,727,629$206,968 and $21,622,$2,934,597, respectively, as compared to $66,826 and $88,448 for the three and six months ended June 30, 2025, and comprised the following:
(b)See Note 9 for a discussion of the Private Exchange Transaction. As required by GAAP, the Company recognized an expense of $156,555 based on the closing price of its common stock on the transaction date, rather than other indicators of economic value, including those that were taken into account by the special committee of the board of CSC Investments II LLC that approved the transaction.
(bc)Amounts reflect estimated amounts for certain legal matters, including adjustments to these estimates, and costs to early terminate contracts with vendors.
Depreciation and amortization for the three and six months ended MarchJune 31,30, 2026 and 2025 amounted to $406,496$407,076 and $418,485,$813,572, respectively, and $409,697 and $828,182 for the three and six months ended June 30, 2025, respectively. The decreasedecreases in depreciation and amortization of $11,989$2,621 (3%1%) and $14,610 (2%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere primarily due to lower amortization.amortization related to customer relationships.
Adjusted EBITDA amounted to $789,013$785,732 and $799,014$1,574,745 for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to $803,812 and $1,602,826 for the three and six months ended June 30, 2025, respectively.
The decreasedecreases in Adjusted EBITDA of $10,001$18,080 (1%2%) and $28,081 (2%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere due to a decrease in revenue, partially offset by a decrease in operating expenses during 2026 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit) was $(137,42191,899) and $(168,641229,320) for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to $28,446 and $(140,195) for the three and six months ended June 30, 2025, respectively. The decreasedecreases in Free Cash Flow (Deficit) of $31,220$120,345 and $89,125 for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere due to a decrease in capital expenditures, offset by lower net cash provided by operating activities.activities, partially offset by lower capital expenditures.
Free Cash Flow is a non-GAAP measure that is defined as net cash flows from operating activities less cash capital expenditures. See reconciliation of net cash flow from operating activities to Free Cash Flow above.
Interest expense, net was $457,819$475,576 and $933,395 for the three and six months ended MarchJune 31,30, 2026 as compared to $428,016$444,659 and $872,675 for the same periods in the prior year. The increaseincreases of $29,803$30,917 (7%) and $60,720 (7%) for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025 waswere attributable to the following:
Gain (loss) on Investments and Sale of Affiliate Interests
For the three and six months ended June 30, 2026, we recognized a loss of $10,958 on the sale of our interest in a non-core advertising agency business.
Gain (loss) on interest rate swap contracts, net was $2,398 for the six months ended June 30, 2026, compared to $430 and $(1,7191,289) for the three and six months ended MarchJune 31, 2026 and30, 2025, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. These swap contracts are not designated as hedges for accounting purposes. The gain for the threesix months ended MarchJune 31,30, 2026 included a $2,458 gain related to the early termination of Lightpath interest rate swap agreements with an aggregate notional value of $575,000.
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $106,045 for the threesix months ended MarchJune 31,30, 2026, and related to the following:
Other expense, net amounted to $529$315 and $963$844 for the three and six months ended MarchJune 31,30, 2026 compared to $834 and $1,797 for the three and six months ended June 30, 2025, respectively. These amounts include the non-service benefit or cost components of our pension plans.
For the three and six months ended MarchJune 31,30, 2026, we recorded a tax benefit of $45,108$38,671 and $83,779 on pre-tax loss of $2,922,084,$320,800 and $3,242,884, respectively, resulting in an effective tax rate that was lower than the U.S. statutory tax rate. The lower rate is primarily due to the nonrecognition for tax purposes of the intangible impairment charge.charge recognized in the first quarter of 2026 and the expense related to the Private Exchange transaction recognized in the second quarter of 2026.
For the three and six months ended MarchJune 31,30, 2025, we recorded a tax benefit of $15,964$47,647 and $63,611 on pre-tax loss of $87,235.$135,633 Theand $222,868, respectively, resulting in an effective tax rate that was lowerhigher than the U.S. statutory tax rate. The higher rate primarilyis due to the increaseimpact inof state tax expense, certain non-deductible expenses, and tax deficiencies on share-based compensation. As part of state tax expense, the rate increased in the three months ended June 30, 2025 due to a discrete adjustment of $6,823, primarily driven by the extension of the Connecticut Corporation Business Tax surcharge.
SUPPLEMENTAL FINANCIAL INFORMATION
Presented below are balance sheets for the UnSub Group and CSC Investments II (unaudited). See Note 9 of our consolidated financial statements.
Presented below are Statements of Operations of the UnSub Group for the three and six months ended June 30, 2026 and 2025 (unaudited):
Presented below are Statements of Operations of CSC Investments II for the three and six months ended June 30, 2026 and 2025 (unaudited):
Presented below are Statements of Cash Flows of the UnSub Group (unaudited):
Presented below are Statements of Cash Flows of CSC Investments II LLC (unaudited):
Presented below is a reconciliation of the net loss to adjusted EBITDA for CSC Holdings Restricted Group (unaudited):
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,618,489 for the six months ended June 30, 2026.
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for the UnSub Group (unaudited):
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,551,511 for the six months ended June 30, 2026.
Presented below is a reconciliation of the net income (loss) to adjusted EBITDA for CSC Investments II (unaudited):
(a)Includes an impairment charge related to our indefinite-lived cable franchise rights of $1,081,511 for the six months ended June 30, 2026.
CSC HOLDINGS RESTRICTED GROUP
For financing purposes, CSC Holdings is structured as a "Restricted Group" and an "Unrestricted Group." The Restricted Group was historically comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries. These Restricted Group subsidiaries are subject to the covenants and restrictions of the CSC Holdings' Credit Facility and the indentures governing the notes issued by CSC Holdings. The Unrestricted Group includes certain designated subsidiaries and investments (the "Unrestricted Group") which are not subject to such covenants.
The composition of the Restricted Group was modified as a result of the NYC ABS transaction in July 2025 and an amendment to the CSC Holdings' Credit Facility in November 2025, which resulted in certain subsidiaries being re-designated as unrestricted subsidiaries. The Company’s financial information is now presented to reflect the current composition of the Restricted Group following these re-designations.
The financial information set forth below reflects the financial condition and results of operations of the Restricted Group, presented separately from the financial condition and results of operations of the Unrestricted Group. To provide a meaningful comparison of the current composition of the Restricted Group, the financial information as of and for the three months ended March 31, 2026 and 2025 is presented on a pro forma basis as if the July 2025 designation and the November 2025 designation had, in each case, occurred on January 1, 2025.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan and make planned capital expenditures for the next twelve months. However, we must refinance or restructure our debt, or raise additional capital sufficient to satisfy our debt maturities in April 2027 and July 2027.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan and make planned capital expenditures for the next twelve months. However, we must refinance or restructure our debt, or raise additional capital sufficient to satisfy our debt maturities in April 2027. Our ability to refinance our debt or access the capital markets is subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings revolving credit facility will be available in accordance with its terms, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions beyond our control. The obligations of the financial institutions under the revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
As reflected on the consolidated financial statements, as of MarchJune 31,30, 2026, we had cash and cash equivalents of $1,048,634,$1,296,270, and we had principal amounts of debt of $4,130,000$4,122,500 maturing in April 2027 and $2,125,000$2,225,000 maturing in July 2027. Our ability to address these maturities depends on our ability to successfully refinance, restructure or otherwise extend such indebtedness or to raise additional capital to repay the indebtedness.
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of MarchJune 31,30, 2026, as well as interest expense for the threesix months ended MarchJune 31,30, 2026:
OPTU insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 8 trade dates, 3,032,354 shares, about $2.5M) and open-market sales in 4 filings (1 insider, 4 trade dates, 80,000 shares, about $86.6K; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: 2,952,354 (purchases minus sales); net value about $2.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-25 | Subin Neil S |
Open-market purchase | 400 | $0.85 | $340 |
| 2026-08-24 | Subin Neil S |
Open-market purchase | 171,711 | $0.84 | $144.2K |
| 2026-08-21 | Subin Neil S |
Open-market purchase | 535,191 | $0.85 | $454.9K |
| 2026-08-20 | Subin Neil S |
Open-market purchase | 50,536 | $0.85 | $43.0K |
| 2026-08-19 | Subin Neil S |
Open-market purchase | 1,291,471 | $0.84 | $1.1M |
| 2026-08-03 | Olsen Michael |
Open-market sale |
20,000 | $0.74 | $14.8K |
| 2026-07-31 | Subin Neil S |
Open-market purchase | 120,958 | $0.74 | $89.5K |
| 2026-07-30 | Subin Neil S |
Open-market purchase | 732,279 | $0.74 | $541.9K |
| 2026-07-29 | Subin Neil S |
Open-market purchase | 129,808 | $0.76 | $98.7K |
| 2026-07-01 | Olsen Michael |
Open-market sale |
20,000 | $0.88 | $17.6K |
| 2026-06-29 | Olsen Michael |
Shares withheld for tax |
24,927 | $1.66 | $41.4K |
| 2026-06-01 | Olsen Michael |
Open-market sale |
20,000 | $1.12 | $22.4K |
| 2026-05-29 | Goei Dexter |
Disposition to issuer | 2,610,400 | — | — |
| 2026-05-29 | Sirota Marc |
Disposition to issuer | 296,000 | — | — |
| 2026-05-29 | Parker Michael C. |
Disposition to issuer | 218,800 | — | — |
| 2026-05-29 | Olsen Michael |
Disposition to issuer |
246,400 | — | — |
| 2026-05-29 | Svider Raymond |
Disposition to issuer | 82,800 | — | — |
| 2026-05-29 | Mathew Dennis |
Disposition to issuer | 550,800 | — | — |
| 2026-05-29 | Mullen Mark |
Disposition to issuer | 58,000 | — | — |
| 2026-05-29 | Schnabel Susan C |
Disposition to issuer | 58,000 | — | — |
| 2026-05-29 | Stewart Charles |
Disposition to issuer | 10,000 | — | — |
| 2026-05-29 | Next Alt S.a.r.l. |
Disposition to issuer | 5,846,652 | — | — |
| 2026-05-01 | Olsen Michael |
Open-market sale |
20,000 | $1.59 | $31.8K |
Well-known investors holding OPTU (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 7,723,322 | $11.2M | 0.01% | Reduced 19% |
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 7,330,490 | $9.5M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 5,008,479 | $7.3M | 0.0% | Added 205% |
| Renaissance Technologies | 2026-06-30 | 3,976,900 | $5.8M | 0.01% | Added 1% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 3,634,624 | $5.3M | 0.0% | Added 11% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 2,144,488 | $3.1M | 0.0% | Reduced 59% |
| D. E. Shaw & Co. | 2026-06-30 | 530,505 | $769.2K | 0.0% | Reduced 94% |