Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
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", "plans," and similar words and terms used in the discussion of future operating results, future financial performance, 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.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
•competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
•changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
•increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
•increasing programming costs and delivery expenses related to our products and services;
•our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
•our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
•our ability to develop mobile voice and data services and our ability to attract customers to these services;
•the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
•the effects of industry conditions;
•demand for digital and linear advertising products and services;
•our substantial indebtedness and debt service obligations;
•adverse changes in the credit market and availability of capital to refinance or repay future debt obligations;
•changes as a result of any tax reforms that may affect our business;
•financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
•the restrictions contained in our financing agreements;
•our ability to generate sufficient cash flow to meet our debt service obligations;
•fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
•technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
•cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
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•disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
•our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
•our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
•significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
•the outcome of litigation, government investigations and other proceedings; and
•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 herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
•Our Business
•Key Factors Impacting Operating Results and Financial Condition
•Consolidated Results of Operations
•Non-GAAP Financial Measures
•Reconciliation of CSC Holdings Results of Operations to Optimum Communications' Results of Operations
•CSC Holdings Restricted Group Financial Information
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2025 and 2024 and comparisons of the 2025 results to the 2024 results. Discussions of the results of operations for the year ended December 31, 2024 and comparisons of the 2024 results to the 2023 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed on February 13, 2025.
Our Business
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 4.3 million
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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 HFC broadband network and a FTTH network with approximately 10.0 million total passings as of December 31, 2025. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
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—Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony, and mobile services. Our residential broadband, video, telephony, and mobile services accounted for approximately 41%, 30%, 3%, and 2% respectively, of our consolidated revenue for the year ended December 31, 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, video, and mobile services. For the year ended December 31, 2025, 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, 2025. Our other revenue for the year ended December 31, 2025, 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 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 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. (including former Frontier Communications Parent, Inc. operations), 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 herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes 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. Additionally, 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 disruptions, or encounter other challenges to executing them as planned. See "—Liquidity and Capital Resources—Capital Expenditures" for additional information regarding our capital expenditures.
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Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results 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 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.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) 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.
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Results of Operations - Optimum Communications
Years Ended December 31, Favorable (Unfavorable)
Revenue:
Operating expenses:
Other income (expense):
Gain on investments and sale of affiliate interests 5 670 (665)
Net income attributable to noncontrolling interests (35,977) (24,641) (11,336)
The following is a reconciliation of net loss to Adjusted EBITDA (unaudited):
Years Ended December 31,
Gain on interest rate swap contracts, net (613) (18,632)
Gain on investments and sale of affiliate interests (5) (670)
Restructuring, impairments and other operating items 1,687,130 23,696
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The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
Years Ended December 31,
The following table sets forth certain customer metrics (unaudited):
December 31, Increase(Decrease)
(in thousands)
Residential customers:
Penetration of total passings (c) 43.3 % 46.3 % (3.0) %
SMB customers:
Penetration of FTTH total passings (h) 23.1 % 18.2 % 5.0 %
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(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.
(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 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.
(c)Represents the number of total customer relationships divided by total passings.
(d)Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony, 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 handsets, and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The 2025 and 2024 ending lines include approximately 17.6 thousand and 4.4 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, apartments, 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.
(g)Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH 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 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.
(h)Represents the number of total FTTH customer relationships divided by FTTH total passings.
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Comparison of Results for the Year Ended December 31, 2025 to Results for the Year Ended December 31, 2024
Broadband Revenue
Broadband revenue for the years ended December 31, 2025 and 2024 was $3,542,230 and $3,645,460, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $103,230 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due primarily to decreases in broadband customers, partially offset by higher average recurring broadband revenue per broadband subscriber, primarily driven by certain rate increases.
Video Revenue
Video revenue for the years ended December 31, 2025 and 2024 was $2,590,790 and $2,896,600, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $305,810 (11%) for the year ended December 31, 2025 compared to the year ended December 31, 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.
Telephony Revenue
Telephony revenue for the years ended December 31, 2025 and 2024 was $253,677 and $277,938, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $24,261 (9%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a decline in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the years ended December 31, 2025 and 2024 was $164,568 and $117,084, respectively. The increase of $47,484 (41%) was primarily due to an increase in mobile lines, as well as an increase in certain fees during the year ended December 31, 2025.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2025 and 2024 was $1,489,061 and $1,471,764, 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 $17,297 (1%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to increases in ethernet and indefeasible right 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
News and advertising revenue for the years ended December 31, 2025 and 2024 was $471,800 and $486,172, 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 $14,372 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a decrease in political advertising revenue, partially offset by an increase in revenue associated with an acquisition in the third quarter of 2024.
Other Revenue
Other revenue for the years ended December 31, 2025 and 2024 was $78,341 and $59,399, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams.
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Other revenue increased $18,942 (32%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to higher mobile equipment sales during 2025 as compared to 2024.
Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2025 and 2024 amounted to $2,637,181 and $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 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 decrease of $259,389 (9%) for the year ended December 31, 2025, as compared to the prior year was primarily attributable to the following:
Increase in cost of goods sold primarily from our mobile business 27,224
Other net increases 2,780
Programming costs
Programming costs aggregated $1,919,265 and $2,251,316 for the years ended December 31, 2025 and 2024, respectively. Our programming costs in 2025 continued 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
Other operating expenses for the years ended December 31, 2025 and 2024 amounted to $2,681,740 and $2,711,828, 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.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
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The decrease in other operating expenses of $30,088 (1%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
Decrease in bad debt expense (18,769)
Other net decreases (2,471)
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the year ended December 31, 2025 amounted to $1,687,130, as compared to $23,696 for the year ended December 31, 2024 and comprised the following:
Years Ended December 31,
Impairment charge (a) $ 1,611,308 $ —
Contractual payments for terminated employees (b) 85,123 19,400
Gain on disposal of assets (c) (55,114) —
Litigation settlement expense, net of reimbursements (d) 3,000 (59,750)
Impairment of right-of-use operating lease assets 5,341 5,558
Facility realignment costs and other 366 5,784
Restructuring, impairments and other operating items $ 1,687,130 $ 23,696
(a)We recorded an impairment charge related to our indefinite-lived cable franchise rights in 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.
(d)2024 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.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2025 and 2024 amounted to $1,696,974 and $1,642,231, respectively.
The increase in depreciation and amortization of $54,743 for the year ended December 31, 2025 as compared to 2024 was due to increased depreciation related to asset additions in 2025 and 2024, partially 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.
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Adjusted EBITDA
Adjusted EBITDA amounted to $3,335,633 and $3,413,181 for the years ended December 31, 2025 and 2024, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decrease in Adjusted EBITDA for the year ended December 31, 2025 as compared to the prior year was due to the decrease in revenue, partially offset by a net decrease in operating expenses during 2025 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow was $(118,837) and $149,388 for the years ended December 31, 2025 and 2024, respectively. The decrease in Free Cash Flow in 2025 as compared to 2024 was due to a decrease in net cash provided by operating activities, partially offset by a decrease in capital expenditures.
Interest Expense, Net
Interest expense, net was $1,791,462 and $1,763,166 for the years ended December 31, 2025 and 2024, respectively. The increase of $28,296 (2%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
Lower capitalized interest related to FTTH network construction 2,720
Decrease related to higher interest income (14,161)
Gain on Interest Rate Swap Contracts, Net
Gain on interest rate swap contracts, net amounted to $613 and $18,632 for the years ended December 31, 2025 and 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.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $23,502 and $12,901 for the years ended December 31, 2025 and 2024, respectively.
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The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by us:
Years ended December 31,
Incremental borrowing on Lightpath's Term Loan Facility $ — $ (5,866)
Repayment of CSC Holdings Term Loan B and Incremental Term Loan B-3 — (2,598)
Repayment of CSC Holdings Term Loan B-6 (21,809) —
Early termination of certain finance leases (1,693) —
Other Expense, Net
Other expense, net amounted to $3,051 and $5,675 for the years ended December 31, 2025 and 2024, respectively. These amounts include the non-service cost components of our pension plans.
Income Tax Benefit
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% (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 2024 includes the impact of tax deficiencies on share-based compensation and the increase in our uncertain tax positions reserve.
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CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Optimum Communications, except for the following:
CSC Holdings
Years ended December 31,
(in thousands)
Adjustments to reconcile to net loss attributable to CSC Holdings' sole member:
Net loss attributable to CSC Holdings' sole member $ (1,881,356) $ (102,061)
CSC Holdings
Years ended December 31,
(in thousands)
Adjustments to reconcile to CSC Holdings' Adjusted EBITDA:
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net income (loss) to Adjusted EBITDA (unaudited):
CSC Holdings
Years ended December 31,
Gain on interest rate swap contracts, net (613) (18,632)
Gain on investments and sale of affiliate interests, net (5) (670)
Restructuring, impairments and other operating items 1,687,130 23,696
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
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The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
CSC Holdings
Years ended December 31,
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and Optimum Communications relate to the transfer of certain workers' compensation, general and automobile liability liabilities to the Captive during 2024. See Note 16.
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.
In July 2025, Cablevision Funding LLC ("Cablevision Funding"), an indirect wholly-owned subsidiary of CSC Holdings, entered into a Receivables Facility Loan and Security Agreement, by and among Cablevision Funding, the guarantors party thereto, and certain lenders and agents. In connection with this financing, certain subsidiaries of CSC Holdings that constitute substantially all of CSC Holdings’ operations in the Bronx and Brooklyn service area and network assets located in that area were declared as unrestricted subsidiaries (the “July Designation”).
In November 2025, we entered into an amendment to the CSC Holdings' Credit Facility. In connection with this amendment, we changed the composition of the Restricted Group by designating certain additional subsidiaries of CSC Holdings as unrestricted subsidiaries (the “November Designation”). This shift was intended to provide us with greater operational and financial flexibility.
The financial information set forth below reflects the financial condition and results of operations of CSC Holdings' restricted subsidiaries, presented separately from the financial condition and results of operations of CSC Holdings' unrestricted subsidiaries. To provide a meaningful comparison of the current composition of the Restricted Group, the financial information as of and for the years ended December 31, 2025 and 2024 is presented on a pro forma basis as if the July Designation and the November Designation had, in each case, occurred on January 1, 2024.
The financial information of CSC Holdings' restricted subsidiaries and unrestricted subsidiaries may not necessarily be indicative of the financial condition or results of operations that would have been achieved had such restricted subsidiaries and such unrestricted subsidiaries operated as independent, stand-alone entities during the periods presented.
Presented below is financial information that reflects a reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2025 and 2024.
Restricted Group Unrestricted Group Eliminations CSC Holdings
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Restricted Group Unrestricted Group Eliminations CSC Holdings
Restructuring, impairments and other operating items 26,380 (2,684) — 23,696
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LIQUIDITY AND CAPITAL RESOURCES
Optimum Communications has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities, and syndicated term loans. We calculate net leverage ratios for our CSC Holdings Restricted Group and Lightpath debt silos as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize Free Cash Flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt through open market purchases, privately negotiated purchases, tender offers, exchange offers or redemptions, or engage in similar transactions.
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, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our 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, 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 when, and if, needed, 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 facilities 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.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business, financial condition, liquidity, and results of operations. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing discretionary uses of cash.
As of December 31, 2025, we had approximately $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. See “Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness” for additional information on risks related to our indebtedness.
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Debt Outstanding
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 December 31, 2025, as well as interest expense for the year ended December 31, 2025.
Debt outstanding (a):
Interest expense (a):
(a)Excludes principal balance of notes payable to affiliate reflected on CSC Holdings balance sheet and the related interest expense which are eliminated in the Optimum Communications consolidated financial statements. See Note 16.
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11.
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2025, total amounts payable in connection with our outstanding debt obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, are as follows (see Note 9 to our consolidated financial statements for information regarding our finance lease obligations):
(a)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).
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11.
For financing purposes, we have four debt silos: CSC Holdings, 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 includes certain designated subsidiaries. The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and 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
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silo on November 25, 2025 (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is 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 of Lightpath'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.
CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of our digital broadband, video, and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Optimum Communications, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans in an aggregate principal of $5,001,942, comprising (i) an incremental term loan amount of $3,000,000 ($2,827,500 outstanding as of December 31, 2025) ("Incremental Term Loan B-5"), (ii) an incremental term loan in an aggregate principal amount of $2,001,942 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-6"), and (iii) an incremental term loan in an aggregate principal amount of $2,000,000 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-7"), and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($2,125,000 outstanding as of December 31, 2025) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5, Incremental Term B-6, Incremental Term B-7, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented, or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In November 2025, the proceeds from the issuance of the Incremental Term Loan B-7 were used to (i) repay the outstanding principal balance of the Incremental Term Loan B-6 and (ii) pay the fees, costs and expenses associated with these transactions.
During the year ended December 31, 2025, CSC Holdings borrowed $875,000 under the CSC Revolving Credit Facility and repaid $450,000 of amounts outstanding under the CSC Revolving Credit Facility.
At December 31, 2025, $183,514 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $166,486 was undrawn and available, subject to covenant limitations.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under its credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
CSC Holdings Senior Guaranteed Notes and Senior Notes
See Note 11 of our consolidated financial statements for further details of our outstanding senior guaranteed notes and senior notes.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
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NYC ABS Loan and Security Agreement
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 agents, Alter Domus (US) LLC, as administrative agent, and Citibank, N.A., as collateral agent (the "NYC ABS Collateral Agent") and account bank. The obligations under the NYC ABS Loan and Security Agreement were secured by substantially all of the assets of Cablevision Funding and its subsidiary, Cablevision Systems New York City LLC ("NYC AssetCo"), and the NYC ABS Guarantors, consisting of, among other things, certain receivables generated by the Company's Bronx and Brooklyn service area and network assets located in that area.
The NYC ABS Loan and Security Agreement provided for, among other things, initial term loan commitments in an aggregate principal amount of $1,000,000, issued with an original issue discount of 400 basis points. The loans made pursuant to the initial term loan commitments (the "Initial Term Loans") were to (i) mature on January 16, 2031; (ii) accrue interest at a fixed rate per annum equal to 8.875%; and (iii) amortize monthly at a rate of 2.0% per annum, up to and including January 15, 2028, and 5.0% per annum thereafter. The proceeds from the Initial Term Loans (after original issue discount, fees and other deferred financing costs) amounted to $894,063, of which a portion was used to fund Cablevision Funding’s interest reserve account with the minimum interest reserve amount in accordance with the terms of the NYC ABS Loan and Security Agreement, and pay certain costs associated with the transactions. The remaining proceeds were used to finance working capital, prepay indebtedness and for other general corporate purposes.
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).
UnSub Group Credit Facility
On November 25, 2025, Cablevision Litchfield, LLC ("Cablevision Litchfield"), and CSC Optimum LLC ("CSC Optimum"), each an indirect wholly-owned subsidiary of the Company, entered into a Credit Agreement (the "Initial UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Credit Facilities.
On January 12, 2026, Cablevision Litchfield and CSC Optimum entered into an Amended and Restated Credit Agreement (the "A&R UnSub Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Credit Agreement as borrower under solely the Incremental UnSub Credit Facility Loans. The A&R UnSub Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety (as so amended and restated, the "UnSub Group Credit Facility"). The Incremental UnSub Credit Facility Loans were used to repay in full the NYC ABS Loan and Security Agreement and pay certain costs associated with the transactions. The remaining proceeds are being used for other general corporate purposes. The UnSub Group Credit Facility Loans will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0%, and (iii) not amortize.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the revolving credit facility.
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Lightpath Credit Facility
Lightpath is party to a credit agreement which provides a term loan in an aggregate principal amount of $700,000, as amended ($669,183 outstanding at December 31, 2025) and revolving loan commitments in an aggregate principal amount of $115,000, as amended. As of December 31, 2025, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under its credit agreement.
Lightpath Senior Secured Notes and Senior Notes
In 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Lightpath ABS
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. The Issuer, Lightpath Fiber Guarantor LLC, as guarantor, and certain other obligors party thereto entered into a Note Purchase Agreement on February 10, 2026, with the initial purchasers named thereto, related to the issuance and sale of the Notes. The Notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the “Class A-2 Notes”) and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the “Class B Notes”). The Class A-2 Notes will bear interest at a rate of 5.597%, and the Class B Notes will bear interest at a rate of 5.890%. The Notes will pay interest monthly in arrears, beginning April 2026, and mature in March 2031. The proceeds of the Offering, if and when consummated, will be used, together with cash on the balance sheet, to (i) pay transaction fees and expenses, (ii) deposit funds into the liquidity reserve accounts, (iii) repay Lightpath’s existing indebtedness and associated repayment costs, and (iv) for general corporate purposes. We expect the Offering to close on or around March 3, 2026, subject to satisfaction of customary closing conditions.
Capital Expenditures
The following table presents our capital expenditures:
Years Ended December 31,
Notes payable for the purchase of equipment and other assets — 50,642
Change in accrued and unpaid purchases and other (40,178) 64,277
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
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Storm Impact
In September 2024, the rain, wind, and flooding from Hurricane Helene impacted our Western North Carolina service area, resulting in power outages and service disruptions to customers as well as damage to our cable network in the area. We completed the reconstruction and repairs of the damage to our network and restored all service to our customers and recorded $9,754 in capital expenditures and $147 in other operating expenses for the year ended December 31, 2024.
Cash Flow Discussion
Optimum Communications
Operating Activities
Net cash provided by operating activities amounted to $1,228,457 and $1,582,401 for the years ended December 31, 2025, and 2024, respectively.
The decrease in cash provided by operating activities of $353,944 in 2025 as compared to 2024 resulted from an decrease of $377,636 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $161,137, offset by a decrease in tax payments of $96,118, among other items.), partially offset by an increase in net income before depreciation and amortization and other non-cash items of $23,692.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $949,364 and $(171,978) for the years ended December 31, 2025 and 2024.
In 2025, our financing activities consisted primarily of proceeds from long-term debt of $3,835,000, offset by the repayment of debt of $2,560,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,223,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $1,234,127 and $1,481,774 for the years ended December 31, 2025 and 2024, respectively.
The decrease in cash provided by operating activities of $247,647 in 2025 as compared to 2024 resulted from a decrease of $263,459 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $164,911, offset by a decrease in tax payments of $96,118, among other items), partially offset by an increase in income from continuing operations before depreciation and amortization and other non-cash items of $15,812.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $943,620 and $(81,552) for the years ended December 31, 2025 and 2024, respectively.
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In 2025, our financing activities consisted primarily of net proceeds from long-term debt of $3,835,000, offset by the repayment of long-term debt of $2,568,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,225,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2025 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Managing our Interest Rate Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk.
Critical Accounting Policies and Estimates
In preparing our financial statements, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Goodwill and Indefinite-Lived Assets
Goodwill and indefinite-lived cable franchise rights are not amortized. Rather, such assets are tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. We assess the recoverability of our goodwill and indefinite-lived cable franchise rights annually as of October 1 ("annual impairment test date"). As of the annual impairment test date, goodwill amounted to $8,041,217 all of which is related to our Telecommunications reporting unit and indefinite-lived cable franchise rights amounted to $11,600,000 (subsequent to an impairment charge of $1,611,308 recorded in the third quarter of 2025).
The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or our indefinite-lived cable franchise rights is less than its carrying amount. These qualitative factors include macroeconomic conditions such as changes in interest rates, industry and market considerations, recent and projected financial performance of the reporting units, as well as other factors. A quantitative test is performed if we conclude that it is more likely than not that the fair value of a reporting unit or an indefinite-lived cable franchise right is less than its carrying amount or if a qualitative assessment is not performed. If the carrying value of the reporting unit or the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Goodwill
Goodwill resulted from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in acquisitions. The goodwill balance as of December 31, 2025 relates to our Telecommunications reporting unit and was recorded primarily in connection with the Cequel Acquisition in 2015 and the Cablevision Acquisition in 2016.
We estimate the fair value of our reporting units by considering both (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting unit following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours. Significant judgments in estimating the fair value of our reporting units include cash flow projections and the selection of the discount rate.
The estimates and assumptions utilized in estimating the fair value of our reporting unit could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific
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point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
During the three months ended September 30, 2025, we completed our annual long-term plan, which reflected a decline in estimated future cash flows. Management deemed the decline in future estimated cash flows as a triggering event and a quantitative impairment test of our goodwill and indefinite-lived cable franchise rights was performed as of September 30, 2025.
Based on a quantitative assessment performed as of September 30, 2025, the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded. A qualitative test as of our annual impairment test date was also performed which did not result in an impairment charge.
It is possible that in the future there may be changes in our estimates and assumptions, including the timing and amount of future cash flows, margins, growth rates, market participant assumptions, comparable benchmark companies and related multiples and discount rates, which could result in different fair value estimates. Significant and adverse changes to any one or more of the above-noted estimates and assumptions could result in an impairment charge in the future.
Indefinite-lived Cable Franchise Rights
Our indefinite-lived cable franchise rights represent agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area and allow us to solicit and service potential customers in the service areas defined by the agreements. We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or other factors that limit the period over which these rights will contribute to our cash flows. For impairment testing purposes, we have concluded that our cable franchise rights are a single unit of account.
Estimates and assumptions utilized in estimating the fair value of our identifiable indefinite-lived intangible assets could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
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. The impairment analysis was conducted using a discounted cash flow methodology, which incorporated updated projections of future cash flows, growth rates and discount rates consistent with current market assumptions. If we experience a significant shortfall in cash flows from new customers, then we may incur future non-cash impairment charges on our indefinite-lived cable franchise rights. This charge is included in "Restructuring, impairments and other operating items" in the consolidated statement of operations and did not impact our cash flow or liquidity. As the carrying value of our franchise rights represent fair value, any reduction in the fair value of these rights would result in an additional impairment charge. A hypothetical 10% reduction in the fair value of our franchise rights would result in an impairment charge of approximately $1,160,000.
Capitalization of Costs
Costs incurred in the construction of our cable systems, including line extensions to, and upgrade of, our HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). Internal costs that are capitalized consist of salaries and benefits of our employees and a portion of facility costs, that supports the construction activities. Such costs are depreciated over the estimated life of our infrastructure and our headend facilities and related equipment (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. Departmental activities supporting the connection process are capitalized based on time-weighted activity allocations of costs. These installation costs are amortized over the estimated useful
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lives of the CPE. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
All dollar amounts, except per share data, included in the following discussion are presented in thousands.
Fair Value of Debt
At December 31, 2025, the fair value of our fixed rate debt, comprised of senior guaranteed and senior secured notes, senior notes, unsub group credit facility, and receivables facility loan of $13,757,161 was lower than its carrying value of $20,486,993 by $6,729,832. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings, comprised of our term loans and revolving credit facilities, bear interest in reference to current SOFR-based market rates and thus their principal values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at December 31, 2025 would increase the estimated fair value of our fixed rate debt by $380,601 to $14,137,762. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.
Interest Rate Risk
To manage interest rate risk, we have from time to time entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts effectively fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and/or effectively convert fixed rate borrowings to variable rates to permit us to realize lower interest expense in a declining interest rate environment. We monitor the financial institutions that are counterparties to our interest rate swap contracts and we only enter into interest rate swap contracts with financial institutions that are rated investment grade. All such contracts are carried at their fair market values on our consolidated balance sheets, with changes in fair value reflected in the consolidated statements of operations. See Note 12 to our consolidated financial statements for a summary of interest rate swap contracts outstanding at December 31, 2025. Our outstanding interest rate swap contracts are not designated as hedges for accounting purposes. Accordingly, the changes in the fair value of these interest rate swap contracts are recorded through the statements of operations. For the year ended December 31, 2025, we recorded a gain on interest rate swap contracts of $613, and had a fair value at December 31, 2025 of $2,274 recorded as prepaid expenses and other current assets, and a fair value of $1,342 recorded as other current liabilities on the consolidated balance sheet.
In September 2024, we terminated all our CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000. These contracts were due to mature in January 2025 and December 2026. In connection with these early terminations, we received cash of $43,182 presented in operating activities in our consolidated statements of cash flows and incurred a loss of $52,943 which is included in the net gain on interest rate swap contracts reflected in our consolidated statements of operations.
In November 2024, Lightpath entered into an interest rate swap contract on a notional amount of $95,000, whereby Lightpath pays interest of 3.979% and it receives interest based on one-month SOFR through December 2026.
As of December 31, 2025, we did not hold and have not issued derivative instruments for trading or speculative purposes.
Item 8. Financial Statements and Supplementary Data
For information required by Item 8, refer to the Index to Financial Statements on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Optimum Communications' management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under SEC rules). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, 2025.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of our external financial statements, including estimates and judgments, in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may decline.
Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Audit Report of the Independent Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report on our internal control over financial reporting appearing on page F-2.
Changes in Internal Control
During the year ended December 31, 2025, there were no changes in our internal control over financial reporting that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
74
Item 9B. Other Information
Item 1.01 Entry Into a Material Definitive Agreement
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Special Retention Awards
On February 11, 2026, following approvals by the Compensation Committee and Board of Directors (the “Board”) of Optimum Communications, Inc. (the “Company”), Dennis Mathew and Dexter Goei were each granted special retention cash awards (“Retention Awards”) in the amounts of $5.0 million and $16.0 million respectively. The Retention Awards are expected to be paid in February 2026, but remain subject to repayment through December 31, 2027 unless the individual remains employed by or in continuous service to the Company, respectively, through such date. If the individual’s employment or service ceases prior to such date, the individual is required to repay to the Company the after-tax value of the Retention Award within twenty (20) days following a termination of employment or service, unless such cessation was as a result of a termination by the Company without “cause” (as defined in the award agreement) or the individual’s death or “disability” (as defined in the award agreement), in which case no repayment would be required. Mr. Mathew is also not required to repay the after-tax value of the Retention Award if he were to leave for “good reason” (as defined in the award agreement). The preceding description of the Retention Awards is a summary and is qualified in its entirety by the actual terms of the Retention Awards, which are filed with this Annual Report as Exhibits 10.38 and 10.39.
Director Cash Awards
On February 11, 2026, in connection with its annual review of director compensation, the Company’s Board approved providing a cash award to the independent directors of the Board in the amount of $200,000. This represents an increase from the $150,000 restricted stock unit award historically provided to independent directors. The director cash awards are expected to be paid in February 2026 and will be subject to repayment until the first anniversary of the effective date, subject to the director’s continuous service on the Board through such date. If the director voluntarily resigns from the Board or is removed as a director for “cause” (as defined in the award agreement) prior to the anniversary date, the director will be required to repay to the Company the after-tax value of the director cash award within twenty (20) days following such termination of service. If the director’s service on the Board is terminated for any other reason (including as a result of his or her death or “disability” (as defined in the award agreement)) then the director shall not be required to repay any portion of the award. The preceding description of the cash awards is a summary and is qualified in its entirety by the actual terms of the cash award agreement, a form of which is filed with this Annual Report as Exhibit 10.40.
Item 8.01 Other Events
Lightpath Securitization Transaction
On February 10, 2026, Lightpath Fiber Issuer LLC (the “Issuer”) priced an offering of $1,657.0 million 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 Cablevision Lightpath LLC (“Lightpath”), which is an indirect, majority-owned subsidiary of Optimum Communications, Inc. (the “Company”).
The Issuer, Lightpath Fiber Guarantor LLC, as guarantor, and certain other obligors party thereto entered into a Note Purchase Agreement on February 10, 2026, with the initial purchasers named thereto, related to the issuance and sale of the Notes.
The Notes consist of $1,527.0 million in aggregate principal amount of Series 2026-1, Class A-2 Notes (the “Class A-2 Notes”) and $130.0 million in aggregate principal amount of Series 2026-1, Class B Notes (the “Class B Notes”). The Class A-2 Notes will bear interest at a rate of 5.597%, and the Class B Notes will bear interest at a rate of 5.890%. The Notes will pay interest monthly in arrears, beginning April 2026, and mature in March 2031.
The proceeds of the Offering will be used, together with cash on the balance sheet, to (i) pay transaction fees and expenses, (ii) deposit funds into the liquidity reserve accounts, (iii) repay Lightpath’s existing indebtedness and associated repayment costs, and (iv) for general corporate purposes.
The Notes are being sold in a private placement only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons pursuant to Regulation S under the U.S. Securities Act of 1933, as amended.
75
The Company expects the Offering to close on or around March 3, 2026, subject to satisfaction of customary closing conditions. There can be no assurance regarding the timing of closing or that the Offering will be completed.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements by Our Directors and Officers
During the annual period covered by this Annual Report, the following officers of the Company adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K promulgated under the Exchange Act) that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:
Michael E. Olsen, the Company’s General Counsel and Chief Corporate Responsibility Officer, adopted a Rule 10b5-1 trading arrangement on December 1, 2025. Under Mr. Olsen’s trading arrangement, he may sell an aggregate of up to 260,000 shares of the Company’s common stock. Any sales under the trading arrangement will be made during the period beginning March 2, 2026 and ending March 2, 2027 on a fixed monthly schedule.
Other than as described above, during the annual period covered by this Annual Report, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as defined under Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Information required under Item 10, Directors, Executive Officers and Corporate Governance, Item 11, Executive Compensation, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Item 13, Certain Relationships and Related Transactions, and Director Independence and Item 14, Principal Accountant Fees and Services, is hereby incorporated by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders or, if such definitive proxy statement is not filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year, an amendment to this Annual Report on Form 10-K filed under cover of Form 10-K/A.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
i.The financial statements as indicated in the index set forth on page F-1.
ii.Financial statement schedules have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
iii.The Index to Exhibits.
76
EXHIBIT INDEX
Exhibit No. Exhibit Description
4.1 + Specimen Class A Common Stock Certificate
4.2 + Specimen Class B Common Stock Certificate
77
Exhibit No. Exhibit Description
78
Exhibit No. Exhibit Description
79
Exhibit No. Exhibit Description
80
Exhibit No. Exhibit Description
10.40* Form of Independent Director Cash Award Agreement.
19* Optimum Communications, Inc. Insider Trading Policy.
21* List of subsidiaries of the Registrant.
23.1* Consent of Independent Registered Public Accounting Firm.
31.1* Section 302 Certification of the CEO.
31.2* Section 302 Certification of the CFO.
32* Section 906 Certifications of the CEO and CFO.
+ Shares of Class A common stock and Class B common stock of the Company are issued in uncertificated form. Therefore, the Company has not filed specimen Class A common stock or Class B common stock certificates. Reference is made to Exhibits 3.1 and 3.2 hereto.
* Filed herewith.
81
Item 16. Form 10-K Summary
None.
82
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13th day of February, 2026.
Optimum Communications, Inc.
By: /s/ Marc Sirota
Name: Marc Sirota
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc Sirota and Michael E. Olsen, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated on behalf of the Registrant.
Signature Title Date
/s/ Dennis Mathew Chairman and Chief Executive Officer February 13, 2026
Dennis Mathew (Principal Executive Officer)
/s/ Marc Sirota Chief Financial Officer February 13, 2026
Marc Sirota (Principal Financial Officer)
Maria Bruzzese (Principal Accounting Officer)
/s/ David Drahi Director February 13, 2026
David Drahi
/s/ Patrick Drahi Director February 13, 2026
Patrick Drahi
/s/ Dexter Goei Director February 13, 2026
Dexter Goei
/s/ Mark Mullen Director February 13, 2026
Mark Mullen
/s/ Dennis Okhuijsen Director February 13, 2026
Dennis Okhuijsen
/s/ Susan C. Schnabel Director February 13, 2026
Susan C. Schnabel
/s/ Charles Stewart Director February 13, 2026
Charles Stewart
/s/ Raymond Svider Director February 13, 2026
Raymond Svider
83
INDEX TO FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm F-2
Auditor Name: KPMG LLP
Auditor Location: New York, New York
Auditor Firm ID: 185
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
Consolidated Financial Statements
Consolidated Balance Sheets - December 31, 2025 and 2024 F-7
Combined Notes to Consolidated Financial Statements F-19
Supplemental Financial Statements Furnished:
CSC HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Financial Statements
Consolidated Balance Sheets - December 31, 2025 and 2024 F-14
Combined Notes to Consolidated Financial Statements F-19
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Optimum Communications, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Optimum Communications, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ deficiency, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 13, 2026
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Optimum Communications, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Optimum Communications, Inc. and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ deficiency, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of goodwill and indefinite-lived cable franchise rights for impairment
As discussed in Note 10 to the consolidated financial statements, the Company’s goodwill and indefinite-lived cable franchise rights balances as of December 31, 2025, were $8,041 million and $11,600 million, respectively. The Company assesses recoverability of goodwill at the reporting unit level and indefinite-lived cable franchise rights as a single unit of account annually, or more frequently whenever events or changes in circumstances indicate that the carrying amount more likely than not exceeds its fair value. The Company recognized an impairment charge of $1,611 million for the year ended December 31, 2025 to reduce the carrying value of the indefinite-lived cable franchise rights to its fair value.
We identified the evaluation of the fair value of the Telecommunications reporting unit and of the indefinite-lived cable franchise rights used in the impairment assessments as a critical audit matter. Challenging auditor judgment and involvement of valuation professionals with specialized skills and knowledge were required to evaluate certain assumptions used to estimate the fair value of the Telecommunications reporting unit and the indefinite-lived cable franchise rights, including the revenue growth rates, long-term growth rates, and discount rates. Changes in these
F-3
assumptions could have had a significant impact on the Company's assessment of the carrying values of goodwill and the indefinite-lived cable franchise rights as well as the related impairment charge recorded.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's evaluation of goodwill and indefinite-lived cable franchise rights for impairment. This included controls related to the Company's development of revenue growth rates, long-term growth rates, and discount rates. We performed sensitivity analyses over the revenue growth rates, long-term growth rates, and discount rate assumptions used in the Company's estimates of the fair values of the Telecommunications reporting unit and the indefinite-lived cable franchise rights to assess the impact changes in those assumptions would have had on the Company's determination of carrying values. We evaluated the Company's revenue growth rate assumptions by comparing them to historical revenue growth rates. We compared the Company's historical revenue forecasts to actual results to assess the Company's ability to accurately forecast. We involved valuation professionals with specialized skills and knowledge, who assisted in:
•evaluating the long-term growth rates by independently developing long-term growth rate ranges using publicly available market data and comparing them to the Company's long-term growth rates
•evaluating the discount rates by independently developing discount rate ranges using publicly available market data for comparable entities and comparing them to the Company's discount rate
•developing estimated ranges of fair value using the Company's cash flow projections and the independently developed discount rates ranges and long-term growth rates and compared the results to the Company's fair value estimates developing estimated ranges of fair value using the Company's cash flow projections and the independently developed discount rates ranges and long-term growth rates and compared the results to the Company's fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2016.
New York, New York
February 13, 2026
F-4
Report of Independent Registered Public Accounting Firm
To the Member and Board of Directors
CSC Holdings, LLC:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of CSC Holdings, LLC and subsidiaries (the Company) as of December 31, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in total member’s deficiency, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of goodwill and indefinite-lived cable franchise rights for impairment
As discussed in Note 10 to the consolidated financial statements, the Company’s goodwill and indefinite-lived cable franchise rights balances as of December 31, 2025, were $8,041 million and $11,600 million, respectively. The Company assesses recoverability of goodwill at the reporting unit level and indefinite-lived cable franchise rights as a single unit of account annually, or more frequently whenever events or changes in circumstances indicate that the carrying amount more likely than not exceeds its fair value. The Company recognized an impairment charge of $1,611 million for the year ended December 31, 2025 to reduce the carrying value of the indefinite-lived cable franchise rights to its fair value.
We identified the evaluation of the fair value of the Telecommunications reporting unit and of the indefinite-lived cable franchise rights used in the impairment assessments as a critical audit matter. Challenging auditor judgment and involvement of valuation professionals with specialized skills and knowledge were required to evaluate certain assumptions used to estimate the fair value of the Telecommunications reporting unit and the indefinite-lived cable franchise rights, including the revenue growth rates, long-term growth rates, and discount rates. Changes in these assumptions could have had a significant impact on the Company's assessment of the carrying values of goodwill and the indefinite-lived cable franchise rights as well as the related impairment charge recorded.
F-5
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's evaluation of goodwill and indefinite-lived cable franchise rights for impairment. This included controls related to the Company's development of revenue growth rates, long-term growth rates, and discount rates. We performed sensitivity analyses over the revenue growth rates, long-term growth rates, and discount rate assumptions used in the Company's estimates of the fair values of the Telecommunications reporting unit and the indefinite-lived cable franchise rights to assess the impact changes in those assumptions would have had on the Company's determination of carrying values. We evaluated the Company's revenue growth rate assumptions by comparing them to historical revenue growth rates. We compared the Company's historical revenue forecasts to actual results to assess the Company's ability to accurately forecast. We involved valuation professionals with specialized skills and knowledge, who assisted in:
•evaluating the long-term growth rates by independently developing long-term growth rate ranges using publicly available market data and comparing them to the Company's long-term growth rates
•evaluating the discount rates by independently developing discount rate ranges using publicly available market data for comparable entities and comparing them to the Company's discount rate
•developing estimated ranges of fair value using the Company's cash flow projections and the independently developed discount rates ranges and long-term growth rates and compared the results to the Company's fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2016.
New York, New York
February 13, 2026
F-6
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31,
ASSETS
Current Assets:
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Commitments and contingencies (Note 17)
Stockholders' Deficiency:
Treasury stock, at cost (967,629 shares of Class A common stock) (10) (10)
Accumulated other comprehensive income (loss) 1,604 (3,826)
See accompanying notes to consolidated financial statements.
F-7
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2025, 2024 and 2023
(In thousands, except per share amounts)
Operating expenses:
Other income (expense):
Gain on investments and sale of affiliate interests, net 5 670 180,237
Loss on derivative contracts, net — — (166,489)
Net income attributable to noncontrolling interests (35,977) (24,641) (25,839)
Income (loss) per share:
Basic income (loss) per share $ (4.00) $ (0.22) $ 0.12
Diluted income (loss) per share $ (4.00) $ (0.22) $ 0.12
Cash dividends declared per common share $ — $ — $ —
See accompanying notes to consolidated financial statements.
F-8
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years ended December 31, 2025, 2024 and 2023
(In thousands)
Other comprehensive income (loss):
Defined benefit pension plans, net of income taxes (116) 9,449 (3,961)
Foreign currency translation adjustment 594 (424) (689)
See accompanying notes to consolidated financial statements.
F-9
Net income attributable to noncontrolling interests — — — — — — — 25,839 25,839
Distributions to noncontrolling interests — — — — — — — (1,077) (1,077)
Foreign currency translation adjustment — — — — — (689) (689) (8) (697)
See accompanying notes to consolidated financial statements.
F-10
Net income attributable to noncontrolling interests — — — — — — — 24,641 24,641
Pension liability adjustments, net of income taxes — — — — — 9,449 9,449 — 9,449
Foreign currency translation adjustment — — — — — (424) (424) — (424)
See accompanying notes to consolidated financial statements.
F-11
Net income attributable to noncontrolling interests — — — — — — — 35,977 35,977
Distributions to noncontrolling interests — — — — — — — (26,452) (26,452)
Pension liability adjustments, net of income taxes — — — — — (116) (116) — (116)
Foreign currency translation adjustment — — — — — 594 594 — 594
F-12
OPTIMUM COMMUNICATIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2025, 2024 and 2023
(In thousands)
Cash flows from operating activities:
Loss on derivative contracts, net — — 166,489
Indefinite-lived cable franchise rights impairment 1,611,308 — —
Goodwill impairment — — 163,055
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (7,616) (38,532) —
Proceeds related to sale of equipment, net of costs of disposal 65,513 6,311 8
Additions to other intangible assets (4,399) (1,362) (924)
Cash flows from financing activities:
Payments related to acquisition of noncontrolling interest — (7,261) (14,070)
Distributions to noncontrolling interest (26,452) — —
Net increase (decrease) in cash and cash equivalents 884,025 (45,090) (2,716)
Effect of exchange rate changes on cash and cash equivalents 594 (424) (697)
Net increase (decrease) in cash and cash equivalents 884,619 (45,514) (3,413)
See accompanying notes to consolidated financial statements.
F-13
CSC HOLDINGS, LLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(In thousands)
December 31,
ASSETS
Current Assets:
LIABILITIES AND MEMBER'S DEFICIENCY
Current Liabilities:
Commitments and contingencies (Note 17)
Accumulated other comprehensive income (loss) 1,604 (3,826)