UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
May 21, 2018

				
 	
Altice USA, Inc.	
(Exact Name of Registrant as Specified in its Charter)	
 	
Delaware	
(State of Incorporation)	
 	
No. 001-38126	No. 38-3980194	
(Commission File Number)	(IRS Employer Identification Number)	
 	 	
1 Court Square West	 	
Long Island City, New York	11101	
(Address of principal executive offices)	(Zip Code)	

(516) 803-2300
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   

	

 	 	 	 	 	

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Item 8.01    Other Events

Altice USA, Inc. (the “Company”) is filing this Current Report on Form 8-K (“Current Report”) to recast certain prior period financial information related to the Company’s adoption of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) and ASU No. 2017 07 Compensation-Retirement Benefits (Topic 715) and to give effect to the acquisition of Altice Technical Services US Corp. (“ATS”) as the Company became the owner of 100% of the equity interests in ATS in March 2018. ATS was previously owned by Altice N.V. and a member of ATS’s management through a holding company. As the acquisition is a combination of businesses under common control, the Company combined the results of operations and related assets and liabilities of ATS for all periods since its commencement of operation in April 2017. The Company began reporting the impacts of adoption of the accounting standards and acquisition of ATS in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
The Company is filing this Current Report to recast its consolidated financial statements for the years ended December 31, 2017 and 2016 to reflect the adoption of the new accounting standards discussed above and the acquisition of ATS on a retrospective basis. The recasting of information presented in certain sections of the Company’s 2017 Annual Report on Form 10-K filed on March 6, 2018 (the “2017 Annual Report”) is set forth in Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report, which are incorporated herein by reference.
The information included in this Current Report, including the exhibits, is presented in connection with the reporting changes described above. This Current Report does not reflect events occurring after the Company filed the 2017 Annual Report and does not modify or update the disclosures therein in any way, other than to reflect our retrospective application of the new accounting standards discussed above and the acquisition of ATS. For developments that have occurred subsequent to the filing of the 2017 Annual Report, refer to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, which was filed with the SEC on May 14, 2018, and other filings by the Company with the SEC.
Item 9.01    Financial Statements and Exhibits

Exhibits.

			
23.1	 	Consent of Independent Registered Public Accounting Firm.	
99.1	 	Updated Part II, Item 6. Selected Financial Data, from the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 6, 2018	
99.2	 	Updated Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, from the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 6, 2018	
99.3	 	Updated Part II, Item 8. Financial Statements and Supplementary Data. from the Company's Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on March 6, 2018	
99.4	 	Updated Part II, Item 9A. Controls and Procedures	
101	 	The following financial statements of Altice USA, Cablevision Systems Corporation and CSC Holdings, LLC as included in the Altice USA Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2018 formatted in XBRL (eXtensible Business Reporting Language):  (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Stockholders' Equity; and (vi) the Notes to Consolidated Financial Statements.	

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SIGNATURE

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

	
					
 	 	 	ALTICE USA, INC.	
 	 	 	 	 	
Date:	May 21, 2018	 	 	/s/ Charles Stewart	
 	 	 	By:	Charles Stewart as Co-President and Chief Financial Officer	

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Altice USA, Inc. and Cablevision Systems Corporation:

We consent to the incorporation by reference in the registration statement (No. 333-222170) on Form S-8 of Altice USA, Inc. and subsidiaries (the Company) of our report dated March 6, 2018, except for Note 20 which is as of May 21, 2018, with respect to the consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”), which report appears in the Form 8-K filed by the Company on May 21, 2018 and our report dated April 10, 2017 with respect to the consolidated balance sheet of Cablevision Systems Corporation and subsidiaries as of December 31, 2015 and the related consolidated statements of operations and comprehensive income, stockholders’ deficiency, and cash flows for the period between January 1, 2016 to June 20, 2016, and the year ended December 31, 2015.
Our report on the consolidated financial statements of the Company contains emphasis of matter paragraphs that state that:
The Company was incorporated on September 14, 2015 and had no operations of its own other than the issuance of debt prior to the contribution of Cequel Corporation on June 9, 2016 by Altice N.V. The results of operations of Cequel Corporation for the year ended December 31, 2016 have been included in the results of operations of the Company for the same period as Cequel Corporation was under common control with the Company throughout 2016.
As discussed in Notes 1 and 20 to the consolidated financial statements, a substantial portion of the Company’s technical workforce at the Cablevision and Cequel segments became employees of Altice Technical Services (ATS) in the second and fourth quarters of 2017, respectively. Subsequent to December 31, 2017 the Company acquired 100% of ATS. As a result of the acquisition of ATS, an entity under common control, the Company has retroactively consolidated the results of operations and related assets and liabilities of ATS for all periods ATS was under common control.
As discussed in Note 20, the Company adopted ASC 606 - Revenue from Contracts with Customers and ASU No. 2017-07 Compensation - Retirement Benefits (Topic 715).
 
/s/ KPMG LLP

New York, New York
May 21, 2018

Exhibit 99.1

Item 6.	Selected Historical Financial Data	
The summary consolidated historical balance sheets and operating data of Altice USA as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 presented below have been derived from the audited consolidated financial statements of Altice USA included elsewhere herein. The operating data of Altice USA for the year ended December 31, 2016 include the operating results of Cequel for the year ended December 31, 2016 and the operating results of Cablevision for the period from the date of acquisition, June 21, 2016, through December 31, 2016. The balance sheet data of Altice USA as of December 31, 2017 and operating data for the year ended December 31, 2017 also give effect to the ATS acquisition.
The summary consolidated historical balance sheet and operating data of Cablevision has been presented for the periods prior to the Cablevision Acquisition as Cablevision is deemed to be the predecessor entity. The summary consolidated historical operating data of Cablevision presented below have been derived from the audited consolidated financial statements of Cablevision.
The selected historical results presented below are not necessarily indicative of the results to be expected for any future period. This information should be read in conjunction with the audited consolidated financial statements of Altice USA and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Altice USA.

																								
 	Altice USA	 	Cablevision (a)	
 	 	 	January 1, 2016 to June 20, 2016 (e)	 	 	
 	Years ended December 31,			 	Years Ended December 31,	
 	2017	 	2016	 		 	2015 (e)	 	2014 (e)	 	2013 (e)	
 	 	 	(dollars in thousands)	
Revenue	$	9,306,950		 	$	6,017,212		 	$	3,137,604		 	$	6,545,545		 	$	6,508,557		 	$	6,287,383		
Operating expenses	8,465,942		 	5,554,403		 	2,662,298		 	5,697,074		 	5,587,299		 	5,588,159		
Operating income	841,008		 	462,809		 	475,306		 	848,471		 	921,258		 	699,224		
Other income (expense):	 	 	 		 	 	 	 		 	 		 	 		
Interest expense, net	(1,601,211	)	 	(1,442,730	)	 	(285,508	)	 	(584,839	)	 	(575,580	)	 	(600,637	)	
Gain (loss) on investments, net	237,354		 	141,896		 	129,990		 	(30,208	)	 	129,659		 	313,167		
Gain (loss) on derivative contracts, net	(236,330	)	 	(53,696	)	 	(36,283	)	 	104,927		 	(45,055	)	 	(198,688	)	
Gain (loss) on interest rate swap contracts, net	5,482		 	(72,961	)	 	—		 	—		 	—		 	—		
Loss on extinguishment of debt and write-off of deferred financing costs	(600,240	)	 	(127,649	)	 	—		 	(1,735	)	 	(10,120	)	 	(22,542	)	
Other income (expense), net	(13,651	)	 	1,186		 	4,855		 	6,045		 	4,988		 	2,436		
Income (loss) from continuing operations before income taxes	(1,367,588	)	 	(1,091,145	)	 	288,360		 	342,661		 	425,150		 	192,960		
Income tax benefit (expense) (b)	2,862,352		 	259,666		 	(124,848	)	 	(154,872	)	 	(115,768	)	 	(65,635	)	
Income (loss) from continuing operations, net of income taxes	1,494,764		 	(831,479	)	 	163,512		 	187,789		 	309,382		 	127,325		
Income (loss) from discontinued operations, net of income taxes (c)	—		 	—		 	—		 	(12,541	)	 	2,822		 	338,316		
Net income (loss)	1,494,764		 	(831,479	)	 	163,512		 	175,248		 	312,204		 	465,641		
Net loss (income) attributable to noncontrolling interests	(1,587	)	 	(551	)	 	236		 	201		 	(765	)	 	20		
Net income (loss) attributable to Altice USA / Cablevision stockholders	$	1,493,177		 	$	(832,030	)	 	$	163,748		 	$	175,449		 	$	311,439		 	$	465,661		

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INCOME (LOSS) PER SHARE:	 	 	 	 	 	 	 	 	 	 	 	
Basic income (loss) per share attributable to Altice USA / Cablevision stockholders:	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations, net of income taxes	$	2.15		 	$	(1.28	)	 	$	0.60		 	$	0.70		 	$	1.17		 	$	0.49		
Income (loss) from discontinued operations, net of income taxes (c)	$	—		 	$	—		 	$	—		 	$	(0.05	)	 	$	0.01		 	$	1.30		
Net income (loss)	$	2.15		 	$	(1.28	)	 	$	0.60		 	$	0.65		 	$	1.18		 	$	1.79		
Basic weighted average common shares (in thousands)	696,055		 	649,525		 	272,035		 	269,388		 	264,623		 	260,763		
Diluted income (loss) per share attributable to Altice USA / Cablevision stockholders:	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations, net of income taxes	$	2.15		 	$	(1.28	)	 	$	0.58		 	$	0.68		 	$	1.14		 	$	0.48		
Income (loss) from discontinued operations, net of income taxes (c)	$	—		 	$	—		 	$	—		 	$	(0.05	)	 	$	0.01		 	$	1.27		
Net income (loss)	$	2.15		 	$	(1.28	)	 	$	0.58		 	$	0.63		 	$	1.15		 	$	1.75		
Diluted weighted average common shares (in thousands)	696,055		 	649,525		 	280,199		 	276,339		 	270,703		 	265,935		
Cash dividends declared per common share (d)	$	1.29		 	$	0.69		 	$	—		 	$	0.45		 	$	0.60		 	$	0.60		
Amounts attributable to Altice USA / Cablevision stockholders:	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations, net of income taxes	$	1,493,177		 	$	(832,030	)	 	$	163,748		 	$	187,990		 	$	308,617		 	$	127,345		
Income (loss) from discontinued operations, net of income taxes (c)	—		 	—		 	—		 	(12,541	)	 	2,822		 	338,316		
Net income (loss)	$	1,493,177		 	$	(832,030	)	 	$	163,748		 	$	175,449		 	$	311,439		 	$	465,661		

	

(a)	Represents the operating results of Cablevision for the period prior to the Cablevision Acquisition (Predecessor periods).	
		
(b)	Pursuant to the enactment of the Tax Reform on December 22, 2017, the Company recorded a noncash deferred tax benefit of $2,332,677 to remeasure the net deferred tax liability to adjust for the reduction in the corporate income tax rate from 35% to 21% which is effective on January 1, 2018.	
		
(c)	Loss from discontinued operations for 2015 primarily reflects an expense related to the decision in a case relating to Rainbow Media Holdings LLC, a business whose operations were previously discontinued. Income from discontinued operations for 2014 resulted primarily from the settlement of a contingency related to Montana property taxes related to Bresnan Cable. Income from discontinued operations for 2013 primarily relates to (i) the operating results and related gain on the sale of Bresnan Cable of $259,692, (ii) the operating results and related loss on the sale of Clearview Cinemas of $(25,012), and (iii) the proceeds and costs related to the settlement of litigation with DISH Network, LLC of $103,636.	
		
(d)	Represent distributions declared prior to the Company's IPO of $839,700 and $445,176 in 2017 and 2016, respectively, divided by the number of shares of common stock outstanding adjusted to reflect the retroactive impact of the organizational transactions, discussed in Note 1, that occurred prior to the IPO.	
		
(e)	Amounts have not been adjusted to reflect the adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers and ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715) .	

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Balance Sheet Data:	 	 	 	 	 	 	 	 	 	
 	Altice USA	 	Cablevision Systems Corporation	
 	December 31,	
 	2017	 	2016	 	2015 (a)	 	2014 (a)	 	2013 (a)	
 	 	 	(dollars in thousands)	
Total assets	$	34,812,082		 	$	36,498,578		 	$	6,800,174		 	$	6,682,021		 	$	6,500,967		
Notes payable to affiliates and related parties	—		 	1,750,000		 	—		 	—		 	—		
Credit facility debt	4,643,523		 	3,444,790		 	2,514,454		 	2,769,153		 	3,745,625		
Collateralized indebtedness	1,349,474		 	1,286,069		 	1,191,324		 	986,183		 	817,950		
Senior guaranteed notes	2,291,185		 	2,289,494		 	—		 	—		 	—		
Senior notes and debentures	13,569,247		 	15,217,831		 	5,801,011		 	5,784,213		 	5,068,926		
Notes payable	65,902		 	13,726		 	14,544		 	23,911		 	5,334		
Capital leases and other obligations	21,980		 	28,155		 	45,966		 	46,412		 	31,290		
Total debt (a)	21,941,311		 	24,030,065		 	9,567,299		 	9,609,872		 	9,669,125		
Redeemable equity	231,290		 	68,147		 	—		 	8,676		 	9,294		
Stockholders' equity (deficiency)	5,503,214		 	2,042,221		 	(4,911,316	)	 	(5,041,469	)	 	(5,284,330	)	
Noncontrolling interest	1,539		 	287		 	(268	)	 	779		 	786		
Total equity (deficiency)	5,504,753		 	2,042,508		 	(4,911,584	)	 	(5,040,690	)	 	(5,283,544	)	

	

(a)	Amounts have not been adjusted to reflect the adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers and ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715) .	
The following table sets forth certain customer metrics by segment (unaudited):

																								
 	Cablevision	 	Cequel	
 	December 31,	 	December 31,	
 	2017	 	2016	 	2015	 	2017	 	2016	 	2015	
 	(in thousands, except per customer amounts)	
Homes passed (a)	5,164		 	5,116		 	5,076		 	3,457		 	3,407		 	3,352		
Total customers relationships (b)(c)	3,156		 	3,141		 	3,115		 	1,750		 	1,751		 	1,712		
Residential	2,893		 	2,879		 	2,858		 	1,642		 	1,649		 	1,618		
SMB	263		 	262		 	258		 	109		 	102		 	94		
Residential customers:	 	 	 	 	 	 	 	 	 	 	 	
Pay TV	2,363		 	2,428		 	2,487		 	1,042		 	1,107		 	1,154		
Broadband	2,670		 	2,619		 	2,562		 	1,376		 	1,344		 	1,276		
Telephony	1,965		 	1,962		 	2,007		 	592		 	597		 	581		
Residential triple product customers penetration (d)	64.2	%	 	64.8	%	 	67.6	%	 	25.7	%	 	25.5	%	 	25.4	%	
Penetration of homes passed (e):	61.1	%	 	61.4	%	 	61.4	%	 	50.6	%	 	51.4	%	 	51.1	%	
ARPU (f)	$	155.39		 	$	154.49		 	$	150.61		 	$	112.21		 	$	109.30		 	$	104.04		

	

(a)	Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network. For Cequel, broadband services were not available to approximately 100 homes passed and telephony services were not available to approximately 500 homes passed. 	

(b)	Represents number of households/businesses that receive at least one of the Company's services. 	
		
(c)	Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets. In calculating the number of customers, we count all customers other than inactive/disconnected customers. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing family unit within the building as one customer, but do not count	

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the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel.
		
(d)	Represents the number of customers that subscribe to three of our services divided by total residential customer relationships. 	
		
(e)	Represents the number of total customer relationships divided by homes passed. 	
		
(f)	Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) presented derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period. 	

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Exhibit 99.2

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations
This Form 10-K contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995.  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, pay television and telephony customers from existing competitors (such as broadband communications companies, direct broadcast satellite ("DBS") providers and Internet‑based providers) and new competitors entering our footprint;	

•	changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;	

•	increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and/or the loss of popular programming;	

•	increasing programming costs and delivery expenses related to our products and services;	

•	our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;	

•	our ability to complete our capital investment plans on time and on budget, including our plan to build a FTTH network, and deploy Altice One, our new home communications hub;	

•	our ability to develop and deploy mobile voice and data services pursuant to the agreement we entered into with Sprint in the fourth quarter of 2017;	

•	the effects of economic conditions or other factors which may negatively affect our customers’ demand for our products and services;	

•	the effects of industry conditions;	

•	demand for advertising on our cable systems;	

•	our substantial indebtedness and debt service obligations;	

•	adverse changes in the credit market;	

•	changes as a result of any tax reforms that may affect our business;	

•	financial community and rating agency perceptions of our business, operations, financial condition and the industries in which we operate;	

•	the restrictions contained in our financing agreements;	

•	our ability to generate sufficient cash flow to meet our debt service obligations;	

•	fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;	

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•	technical failures, equipment defects, physical or electronic break‑ins to our services, computer viruses and similar problems;	

•	the disruption or failure of our network, information systems or technologies as a result of computer hacking, computer viruses, “cyber‑attacks,” misappropriation of data, outages, natural disasters and other material events;	

•	our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;	

•	our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions or as a result of the transactions, if any;	

•	significant unanticipated increases in the use of bandwidth‑intensive Internet‑based services;	

•	the outcome of litigation, government investigations and other proceedings;	

•	our ability to successfully operate our business following the completion of our separation from Altice N.V., and	

•	other risks and uncertainties inherent in our cable and other broadband communications businesses and our other businesses, including those listed under the caption “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.	
We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.
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.
Overview
All dollar amounts, except per customer and per share data, included in the following discussion, are presented in thousands.
Our Business
We deliver broadband, pay television, telephony services, proprietary content and advertising services to approximately 4.9 million residential and business customers. Our footprint extends across 21 states through a fiber‑rich broadband network with approximately 8.6 million homes passed as of December 31, 2017. We have two reportable segments: Cablevision and Cequel. Cablevision provides broadband, pay television and telephony services to residential and business customers in and around the New York metropolitan area. Cequel provides broadband, pay television and telephony services to residential and business customers in the south‑central United States, with the majority of its customers located in the ten states of Texas, West Virginia, Louisiana, Arkansas, North Carolina, Oklahoma, Arizona, California, Missouri and Ohio.
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 pay television, broadband, and telephony services. We also derive revenue from DVR, VOD, pay‑per‑view, installation and home shopping commissions. Our residential pay television, broadband, and telephony services accounted for approximately 46% , 28% and 8% , respectively, of our consolidated revenue for the year ended December 31, 2017. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and small and medium sized business ("SMB") customers, including broadband, telephony, networking and pay television services. For the year ended December 31, 2017, 14% of our consolidated revenue was derived from these business services. In addition, we

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derive revenues from the sale of advertising time available on the programming carried on our cable television systems, which accounted for approximately 4% of our consolidated revenue for the year ended December 31, 2017. Our other revenue for the year ended December 31, 2017 accounted for less than 1% of our consolidated revenue.
Revenue is impacted from rate increases, changes in the number of customers to our services, including additional services sold to our existing customers, programming package changes by our pay television customers, speed tier changes by our broadband customers, and acquisitions of cable systems that result in the addition of new customers.
Our ability to increase the number of customers to our services is significantly related to our penetration rates.
We operate in a highly competitive consumer‑driven industry and we compete against a variety of broadband, pay television and telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, satellite‑delivered video signals, Internet‑delivered video content and broadcast television signals available to residential and business customers in our service areas. Our competitors include AT&T and its DirecTV subsidiary, CenturyLink, DISH Network, Frontier and Verizon. 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, have increased and are expected to continue to increase primarily as a result of contractual rate increases and new channel launches. See “-Results of Operations” below for more information regarding our 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 may continue to do so in the future. We have commenced a five‑year plan to build a FTTH network, which will enable us to deliver more than 10 Gbps broadband speeds across our entire Optimum footprint and part of our Suddenlink footprint. We may incur greater than anticipated capital expenditures in connection with this initiative, fail to realize anticipated benefits, experience delays and business disruptions or encounter other challenges to executing it as planned. See “-Liquidity and Capital Resources-Capital Expenditures” for additional information regarding our capital expenditures.
Certain Transactions
The following transactions occurred during the periods covered by this Management's Discussion and Analysis of Financial Condition and Results of Operations:
In January 2018, the Company acquired 70% of the equity interests in ATS for $1.00 (the "ATS Acquisition") and the Company became the owner of 100% of the equity interests in ATS in March 2018. ATS was previously owned by Altice N.V. and a member of ATS's management through a holding company. As the acquisition is a combination of businesses under common control, the Company combined the results of operations and related assets and liabilities of ATS for all periods since its formation.
On June 21, 2016, Altice USA acquired Cablevision for a total purchase price of approximately $9,958,323. The Altice USA operating results include the operating results of Cablevision from the date of acquisition.
In July 2016, we completed the sale of a 75% interest in Newsday LLC and retained the remaining 25% ownership interest. Effective July 7, 2016, the operating results of Newsday are no longer consolidated with our results and our 25% interest in the operating results of Newsday is recorded on the equity basis.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, income (loss) from discontinued operations, other non-operating income or expenses, 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, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses. We believe Adjusted EBITDA is an appropriate measure for evaluating the operating

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performance of the Company. 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 the Company’s 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 GAAP. Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.

Results of Operations - Altice USA

								
 	Altice USA	
 	Years Ended December 31,	
 	2017	 	2016	
Revenue:	 	 	 	
Residential:	 	 	 	
Pay TV	$	4,274,122		 	$	2,788,873		
Broadband	2,608,595		 	1,651,574		
Telephony	700,765		 	465,771		
Business services and wholesale	1,298,213		 	819,541		
Advertising	391,866		 	252,049		
Other	33,389		 	39,404		
Total revenue	9,306,950		 	6,017,212		
Operating expenses:	 	 	 	
Programming and other direct costs	3,035,655		 	1,911,230		
Other operating expenses	2,347,315		 	1,702,472		
Restructuring and other expense	152,401		 	240,395		
Depreciation and amortization (including impairments)	2,930,571		 	1,700,306		
Operating income	841,008		 	462,809		
Other income (expense):	 	 	 	
Interest expense, net	(1,601,211	)	 	(1,442,730	)	
Gain on investments, net	237,354		 	141,896		
Loss on derivative contracts, net	(236,330	)	 	(53,696	)	
Gain (loss) on interest rate swap contracts	5,482		 	(72,961	)	
Loss on extinguishment of debt and write-off of deferred financing costs	(600,240	)	 	(127,649	)	
Other income (loss), net	(13,651	)	 	1,186		
Loss from continuing operations before income taxes	(1,367,588	)	 	(1,091,145	)	
Income tax benefit	2,862,352		 	259,666		
Net income (loss)	1,494,764		 	(831,479	)	
Net income attributable to noncontrolling interests	(1,587	)	 	(551	)	
Net income (loss) attributable to Altice USA stockholders	$	1,493,177		 	$	(832,030	)	

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The following is a reconciliation of net income (loss) to Adjusted EBITDA:

								
 	Altice USA	
 	Year Ended December 31,	
 	2017	 	2016	
Net income (loss)	$	1,494,764		 	$	(831,479	)	
Income tax benefit	(2,862,352	)	 	(259,666	)	
Other expense (income), net (a)	13,651		 	(1,186	)	
Loss (gain) on interest rate swap contracts	(5,482	)	 	72,961		
Loss on derivative contracts, net (b)	236,330		 	53,696		
Gain on investments, net	(237,354	)	 	(141,896	)	
Loss on extinguishment of debt and write-off of deferred financing costs	600,240		 	127,649		
Interest expense, net	1,601,211		 	1,442,730		
Depreciation and amortization	2,930,571		 	1,700,306		
Restructuring and other expense	152,401		 	240,395		
Share-based compensation	57,430		 	14,368		
Adjusted EBITDA	$	3,981,410		 	$	2,417,878		

	

(a)	Includes primarily dividends received on Comcast common stock owned by the Company.	
		
(b)	Consists of unrealized and realized losses (gains) due to the change in the fair value of derivative contracts.	
The following table sets forth certain customer metrics by segment (unaudited):

																							
 	As of December 31, 2017	 	As of December 31, 2016	 	Increase	
 	Cablevision	Cequel	Total	 	Cablevision	Cequel	Total	 	(Decrease)	
 	(in thousands, except per customer amounts)	
Homes passed (a)	5,164		3,457		8,621		 	5,116		3,407		8,524		 	97		
Total customer relationships (b)(c)	3,156		1,750		4,906		 	3,141		1,751		4,892		 	14		
Residential	2,893		1,642		4,535		 	2,879		1,649		4,528		 	7		
SMB	263		109		371		 	262		102		364		 	7		
Residential customers:			 	 	 	 	 	 	 	
Pay TV	2,363		1,042		3,406		 	2,428		1,107		3,535		 	(129	)	
Broadband	2,670		1,376		4,046		 	2,619		1,344		3,963		 	83		
Telephony	1,965		592		2,557		 	1,962		597		2,559		 	(2	)	
Residential triple product customer penetration (d):	64.2	%	25.7	%	50.2	%	 	64.8	%	25.5	%	50.5	%	 			
Penetration of homes passed (e):	61.1	%	50.6	%	56.9	%	 	61.4	%	51.4	%	57.4	%	 			
ARPU(f)	$	155.39		$	112.21		$	139.75		 	$	154.49		$	109.30		$	138.07		 			

	

		
(a)	Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network. For Cequel, broadband services were not available to approximately 100 homes passed and telephony services were not available to approximately 500 homes passed.	
		
(b)	Represents number of households/businesses that receive at least one of the Company's services.	
		
(c)	Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets.  In calculating the number of customers, we count all customers other than inactive/disconnected customers.  Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group.  Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees.  Free status is not granted to regular customers as a promotion.  In counting bulk residential customers, such as an	

5

apartment building, we count each subscribing family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel.
		
(d)	Represents the number of customers that subscribe to three of our services divided by total residential customer relationships.	
		
(e)	Represents the number of total customer relationships divided by homes passed.	
		
(f)	Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period.	

	
																																
 	Segment Results	 	January 1, 2016 to June 20, 2016 (a)	
 	December 31, 2017	 	December 31, 2016	 		
 	Cablevision	 	Cequel	 	Eliminations	 	Total	 	Cablevision	 	Cequel	 	Total	 	Cablevision	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(unaudited)	
Residential:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pay TV	$	3,175,097		 	$	1,099,025		 	$	—		 	$	4,274,122		 	$	1,668,348		 	$	1,120,525		 	$	2,788,873		 	$	1,494,186		
Broadband	1,649,771		 	958,824		 	—		 	2,608,595		 	817,160		 	834,414		 	1,651,574		 	702,811		
Telephony	570,871		 	129,894		 	—		 	700,765		 	311,832		 	153,939		 	465,771		 	286,161		
Business services and wholesale	922,691		 	375,522		 	—		 	1,298,213		 	468,632		 	350,909		 	819,541		 	411,102		
Advertising	321,149		 	73,509		 	(2,792	)	 	391,866		 	163,678		 	88,371		 	252,049		 	125,419		
Other	10,747		 	22,642		 	—		 	33,389		 	14,402		 	25,002		 	39,404		 	117,925		
Total revenue	6,650,326		 	2,659,416		 	(2,792	)	 	9,306,950		 	3,444,052		 	2,573,160		 	6,017,212		 	3,137,604		
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Programming and other direct costs	2,280,062		 	758,190		 	(2,597	)	 	3,035,655		 	1,164,925		 	746,305		 	1,911,230		 	1,088,555		
Other operating expenses	1,685,484		 	662,026		 	(195	)	 	2,347,315		 	1,025,304		 	677,168		 	1,702,472		 	1,133,339		
Restructuring and other expense	112,384		 	40,017		 	—		 	152,401		 	212,150		 	28,245		 	240,395		 	22,223		
Depreciation and amortization	2,251,710		 	678,861		 	—		 	2,930,571		 	963,665		 	736,641		 	1,700,306		 	414,550		
Operating income	$	320,686		 	$	520,322		 	$	—		 	$	841,008		 	$	78,008		 	$	384,801		 	$	462,809		 	$	478,937		

	

		
(a)	Reflects certain reclassifications to conform to the Altice USA presentation as a result of the adoption of ASC 606 and ASU 2017-07.	
Altice USA - Comparison of Results for the Year Ended December 31, 2017 compared to the Year Ended December 31, 2016
Pay Television Revenue
Pay television revenue for the years ended December 31, 2017 and 2016 was $4,274,122 and $2,788,873 , respectively, of which $3,175,097 and $1,668,348 was derived from the Cablevision segment and $1,099,025 and $1,120,525 relates to our Cequel segment, respectively. Pay television is derived principally through monthly charges to residential customers of our pay television services. Revenue increases are derived primarily from rate increases, increases in the number of customers, including additional services sold to our existing customers, and programming package upgrades.

6

Pay television revenue for our Cablevision segment increased $1,506,749 for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include pay television revenue of $1,494,186 recognized by Cablevision for the period from January 1, 2016 through June 20, 2016. Pay television revenue was also impacted by rate increases for certain video services implemented in the fourth quarter of 2016 and 2017, an increase in late fees and an increase in pay-per-view revenue. Partially offsetting these increases was a decrease in revenue as compared to the prior year due to a decline in pay television customers.
Pay television revenue for our Cequel segment decreased $21,500 ( 2% ) for the year ended December 31, 2017 compared to the year ended December 31, 2016. The decrease was due primarily to a decline in the number of pay television customers and a decrease in premium video services revenue, partially offset by certain rate increases, and an increase in late fees.
We believe our pay television customer declines noted in the table above are largely attributable to competition, particularly from Verizon in our Cablevision footprint and DBS providers in our Cequel footprint, as well as competition from companies that deliver video content over the Internet directly to customers. These factors are expected to continue to impact our ability to maintain or increase our existing customers and revenue in the future.
Broadband Revenue
Broadband revenue for the years ended December 31, 2017 and 2016 was $2,608,595 and $1,651,574 , respectively, of which $1,649,771 and $817,160 was derived from our Cablevision segment and $958,824 and $834,414 was derived from our Cequel segment. Broadband revenue is derived principally through monthly charges to residential customers of our broadband services. Revenue increases are derived primarily from rate increases, increases in the number of customers, including additional services sold to our existing customers, and speed tier upgrades.
Broadband revenue for our Cablevision segment increased $832,611 for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include broadband revenue of $702,811 recognized by Cablevision for the period January 1, 2016 through June 20, 2016. Broadband revenue also increased $129,800 as a result of higher average recurring broadband revenue per broadband customer (driven by rate increases, the impact of service level changes, and an increase in late fees) and an increase in broadband customers.
Broadband revenue for our Cequel segment increased $124,410 ( 15% ) for the year ended December 31, 2017 compared to the same period in the prior year. The increase was due primarily to higher average recurring broadband revenue per broadband customer (driven by rate increases, the impact of service level changes, and an increase in late fees) and an increase in broadband customers.
Telephony Revenue
Telephony revenue for the years ended December 31, 2017 and 2016 was $700,765 and $465,771 of which $570,871 and $311,832 was derived from the Cablevision segment and $129,894 and $153,939 was derived from our Cequel segment. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Revenue increases are derived primarily from rate increases, increases in the number of customers, and additional services sold to our existing customers.
Telephony revenue for our Cablevision segment increased $259,039 for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include telephony revenue of $286,161 recognized by Cablevision for the period January 1, 2016 through June 20, 2016. Offsetting this increase was a net decrease of $27,122 due primarily to lower average revenue per telephony customer and a decline in international calling.
Telephony revenue for our Cequel segment decreased $24,045 ( 16% ) for the year ended December 31, 2017 compared to the year ended December 31, 2016. The decrease was due primarily to lower average revenue per telephony customer and a decline in telephony customers.

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Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2017 and 2016 was $1,298,213 and $819,541 , respectively of which $922,691 and $468,632 was derived from the Cablevision segment and $375,522 and $350,909 was derived from our Cequel segment. 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, pay television and telephony services to SMB customers.
Business services and wholesale revenue for our Cablevision segment increased $454,059 for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include revenue of $411,102 recognized by Cablevision for the period January 1, 2016 through June 20, 2016. Business services revenue also increased $42,957 primarily due to higher average recurring telephony and broadband revenue per SMB customer and an increase in Ethernet revenue resulting from a larger number of services installed, partially offset by reduced traditional voice and data services for commercial customers.
Business services and wholesale revenue for our Cequel segment increased $24,613 ( 7% ) for the year ended December 31, 2017 as compared to the year ended December 31, 2016. The increase was primarily due to higher commercial rates and customers for broadband services, an increase in certain pay television rates and increases in commercial carrier services.
Advertising Revenue
Advertising revenue for the years ended December 31, 2017 and 2016, net of inter-segment revenue, was $391,866 and $252,049 , respectively, of which $321,149 and $163,678 was derived from our Cablevision segment and $73,509 and $88,371 was derived from our Cequel segment. Advertising revenue is primarily derived from the sale of advertising time available on the programming carried on our cable television systems.
Advertising revenue for our Cablevision segment increased $157,471 for the year ended December 31, 2017 compared to the year ended December 31, 2016. The increase is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include advertising revenue of $125,419 recognized by Cablevision for the period January 1, 2016 through June 20, 2016. The remaining increase in advertising revenue of $32,052 was due primarily to an increase in digital advertising revenue and an increase in data and analytics revenue, partially offset by a decrease in political advertising.
Advertising revenue for our Cequel segment decreased $14,862 ( 17% ) for the year ended December 31, 2017 as compared to the year ended December 31, 2016. The decrease is due to declines in political, auto, retail, and restaurant advertising.
Other Revenue
Other revenue for the years ended December 31, 2017 and 2016 was $33,389 and $39,404 , respectively, of which $10,747 and $14,402 was derived from our Cablevision segment and $22,642 and $25,002 was derived from our Cequel segment. Other revenue includes other miscellaneous revenue streams.
Programming and Other Direct Costs
Programming and other direct costs, net of intersegment eliminations, for the years ended December 31, 2017 and 2016 amounted to $3,035,655 and $1,911,230 , respectively, of which $2,280,062 and $1,164,925 relate to our Cablevision segment and $758,190 and $746,305 relate to our Cequel segment. 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 typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the number of customers receiving certain programming services. 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

8

of pay television 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.
The increase of $1,115,137 related to our Cablevision segment for the year ended December 31, 2017, as compared to the prior year is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include $1,088,555 of programming and other direct costs recognized by Cablevision for the period January 1, 2016 through June 20, 2016. The remaining increase of $26,582 is attributable to the following:

				
Cablevision segment:	 	
Increase in programming costs due primarily to contractual rate increases and an increase in pay-per-view costs primarily from an event in August 2017, partially offset by lower pay television customers and lower video-on-demand costs	$	61,623		
Increase in costs of digital media advertising spots for resale	23,601		
Decrease in costs primarily related to the sale of Newsday in July 2016	(33,888	)	
Decrease in call completion and transport costs primarily due to lower level of activity	(17,881	)	
Decrease in cost of sales (which includes the bulk sale of handset inventory of $5,445 during the first quarter of 2016)	(9,945	)	
Other net increases	3,072		
 	$	26,582		
The increase of $11,885 related to our Cequel segment for the year ended December 31, 2017, as compared to the prior year period is attributable to the following:

				
Cequel segment:	 	
Increase in programming costs due primarily to contractual rate increases and an increase in pay-per-view costs primarily from an event in August 2017, partially offset by lower pay television customers and lower video-on-demand costs	$	20,141		
Decrease in franchise costs due to lower pay television customers	(5,159	)	
Decrease in media cost of sales	(1,634	)	
Net decrease in call completion and interconnection costs due to lower level of activity	(1,803	)	
Other net increases	340		
 	$	11,885		
Programming costs
Programming costs aggregated $2,533,244 and $1,567,688 for the years ended December 31, 2017 and 2016, respectively. The 2016 amount does not include programming costs of $883,792 recognized by Cablevision for the period January 1, 2016 through June 20, 2016. Our programming costs in 2018 will continue to be impacted by changes in programming rates, which we expect to increase by high single digits, and by changes in the number of pay television customers.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2017 and 2016 amounted to $2,347,315 and $1,702,472 , respectively, of which $1,685,484 and $1,025,304 relate to our Cablevision segment and $662,026 and $677,168 relate to our Cequel segment. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee related expenses. 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 repair and maintenance costs may fluctuate as a result of changes in the level of activities and the utilization of contractors as compared to employees. Also, customer installation costs fluctuate as the portion of our expenses that we are able to capitalize changes. Costs associated with the initial deployment of new customer premise

9

equipment necessary to provide broadband, pay television and telephony services are capitalized (asset-based). In circumstances where customer premise equipment tracking is not available, the Company estimates the amount of capitalized installation costs based on whether or not the business or residence had been previously connected to the network, (premise-based). Network repair and maintenance and utility costs also fluctuate as capitalizable network upgrade and enhancement activity changes.
Other operating expenses also include costs related to the operation and maintenance of our call center facilities 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, including legal fees, and product development costs.
The increase of $660,180 related to our Cablevision segment for the year ended December 31, 2017, net of inter-segment eliminations, as compared to the prior year is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include $1,133,339 of other operating expenses recognized by Cablevision for the period January 1, 2016 through June 20, 2016. The remaining decrease of $473,159 is attributable to the following:

				
Cablevision segment:	 	
Decrease primarily in employee related costs related to the elimination of certain positions, and lower net benefits, partially offset by merit increases	$	(362,128	)	
Decrease in costs primarily related to the sale of Newsday in July 2016	(95,262	)	
Decrease primarily related to maintenance agreements for equipment, as well as lower repairs and maintenance costs relating to our operations	(55,847	)	
Decrease in rent and insurance	(18,052	)	
Increase in contractor costs	18,354		
Increase in professional fees	16,567		
Increase in bad debt expense	10,325		
Increase in fees for certain executive services provided by our parent entity (twelve months in 2017 compared to approximately six months in 2016)	9,444		
Increase in sales and marketing costs	4,677		
Increase in share-based compensation and long-term incentive plan awards expense	4,103		
Other net decreases	(5,340	)	
 	$	(473,159	)	
The decrease of $15,142 related to our Cequel segment for the year ended December 31, 2017, net of inter-segment eliminations, as compared to the prior year period is attributable to the following:

				
Cequel segment:	 	
Decrease primarily in salaries and benefits related to the elimination of certain positions in connection with the initiatives to simplify the Company's organizational structure, partially offset by a decrease in capitalizable activity	$	(56,381	)	
Decrease in insurance costs	(6,255	)	
Decrease in contract labor costs	(2,171	)	
Increase in consulting and professional fees	22,023		
Increase in share-based compensation and long-term incentive plan awards expense	18,754		
Increase in sales and marketing costs	3,267		
Increase in worker's compensation expenses	2,082		
Net increase in property, general and sales and use taxes	1,539		
Other net increases	2,000		
 	$	(15,142	)	

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Restructuring and Other Expense
Restructuring and other expense for the year ended December 31, 2017 of $152,401 ( $112,384 for our Cablevision segment and $40,017 for our Cequel segment) as compared to $240,395 for the year ended December 31, 2016 ( $212,150 for our Cablevision segment and $28,245 for our Cequel segment). These amounts primarily relate to severance and other employee related costs resulting from headcount reductions related to initiatives which commenced in 2016 that are intended to simplify the Company's organizational structure. We currently anticipate that additional restructuring expenses will be recognized as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2017 and 2016 amounted to $2,930,571 and $1,700,306 , respectively, of which $2,251,710 and $963,665 relates to our Cablevision segment and $678,861 and $736,641 relates to our Cequel segment.
The increase in depreciation and amortization related to our Cablevision segment of $1,288,045 is primarily due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition. Our 2016 results do not include $414,550 of depreciation and amortization recognized by Cablevision for the period January 1, 2016 through June 20, 2016. The remaining increase of $873,495 is primarily attributable to the acceleration of amortization of its trade name intangible assets in connection with the announcement, on May 23, 2017, of the adoption of a global brand to replace the Optimum brand in the future, as well as depreciation on new asset additions. In December 2017, the Company made a decision to postpone the adoption of a global brand that would have replaced the Optimum brand, increasing the useful life of the Optimum trade name intangible asset to 5 years, which will reduce the future annual amortization expense related to the Optimum trade name.
The decrease in depreciation and amortization related to our Cequel segment of $57,780 (8%) is due primarily to lower amortization expense for certain intangible assets that are being amortized using an accelerated method, partially offset by an increase resulting from revisions made to the fair value of assets acquired resulting from the finalization in the fourth quarter of 2016 of the purchase price allocation in connection with the Cequel Acquisition.
Adjusted EBITDA
Adjusted EBITDA amounted to $3,981,410 and $2,417,878 for the years ended December 31, 2017 and 2016, of which $2,726,841 and $1,262,987 relates to our Cablevision segment and $1,254,569 and $1,154,891 relates to our Cequel segment.
Adjusted EBITDA is a non-GAAP measure that is defined as net loss excluding income taxes, loss from discontinued operations, other non-operating income or expenses, 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, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense, restructuring expense or credits and transaction expenses. See reconciliation of net loss to adjusted EBITDA above.
The increase in adjusted EBITDA for the year ended December 31, 2017 as compare to the prior year was due to the consolidation of the Cablevision results as of June 21, 2016, the date of the Cablevision Acquisition and the increases in revenue and decreases in operating expenses (excluding depreciation and amortization, restructuring and other expense and share‑based compensation), as discussed above.
Interest Expense, net
Interest expense, net was $1,601,211 and $1,442,730 , for the years ended December 31, 2017 and 2016, respectively, and includes interest on debt issued to finance the Cablevision Acquisition and Cequel Acquisition, as well as interest on debt assumed in connection with these acquisitions. The increase of $158,481 for the year ended December 31, 2017 as compared to the prior year is attributable to the following:

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Increase due to changes in average debt balances and interest rates on our indebtedness and collateralized debt	$	142,236		
Lower interest income	11,890		
Other net increases, primarily amortization of deferred financing costs and original issue discounts	4,355		
 	$	158,481		
See "Liquidity and Capital Resources" discussion below for a detail of our borrower groups.
Gain on Investments, net
Gain on investments, net for the years ended December 31, 2017 and 2016, of $237,354 and $141,896 consists primarily of the increase in the fair value of Comcast common stock owned by the Company for the periods. For 2016, the gain is for the period June 21, 2016 through December 31, 2016. The effects of these gains are partially offset by the losses on the related equity derivative contracts, net described below.
Loss on Derivative Contracts, net
Loss on derivative contracts, net for the year ended December 31, 2017 amounted to $236,330 compared to $53,696 for the year ended December 31, 2016, and includes realized and unrealized losses due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by the Company.  For 2016, the loss is for the period June 21, 2016 through December 31, 2016. The effects of these losses are offset by gains on investment securities pledged as collateral, which are included in gain on investments, net discussed above. The loss for the year ended December 31, 2017 also includes the realized loss on the settlement of certain put-call options of $97,410.
Gain (loss) on interest rate swap contracts
Gain (loss) on interest rate swap contracts was $5,482 and $(72,961) for the years ended December 31, 2017 and 2016. These amounts represent the increase or decrease in fair value of the fixed to floating interest rate swaps entered into by our Cequel segment in September 2016. The objective of these swaps is to adjust the proportion of total debt that is subject to fixed and variable interest rates . These swap contracts are not designated as hedges for accounting purposes.
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 $600,240 and $127,649 for the year ended December 31, 2017 and 2016, respectively. The 2017 amount includes the premium of $513,723 related to the notes payable to affiliates and related parties that were converted into shares of the Company’s common stock, $18,976 related to the Cablevision Extension Amendment and the redemption of senior notes, $28,684 related to the Cequel Extension Amendment and the redemption of senior notes and $38,858 related to premiums paid upon the early repayment of certain senior notes outstanding.
Loss on extinguishment of debt amounted to $127,649 for the year ended December 31, 2016 and includes primarily the write-off of unamortized deferred financing costs and the unamortized discount relating to the prepayment of $1,290,500 outstanding under the term credit facility at Cablevision.
Other Income (Loss), net
Other income (loss), net was $(13,651) and $1,186, for the years ended December 31, 2017 and 2016, respectively. The 2017 amount includes the non-service cost components of the Company's pension expense of $11,863.
Income Tax Benefit
The Company recorded income tax benefit of $2,862,352 for the year ended December 31, 2017. Pursuant to the enactment of Tax Cuts and Jobs Act on December 22, 2017,  the Company recorded a noncash deferred tax benefit of  $2,332,677 to remeasure the net deferred tax liability to adjust for the reduction in the corporate federal income tax rate from 35% to 21% which is effective on January 1, 2018. Nondeductible share-based compensation expense for the year ended December 31, 2017 reduced income tax benefit by $22,938. 
The Company recorded income tax benefit of $259,666 for the year ended December 31, 2016. Nondeductible share-based compensation expense for the year ended December 31, 2016 reduced income tax benefit by $5,747. 

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On June 9, 2016 the common stock of Cequel was contributed to the Company.  On June 21, 2016, the Company completed its acquisition of Cablevision.  Accordingly, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of the Company. As a result, the applicate tax rate used to measure deferred tax assets and liabilities increased, resulting in a non-cash deferred income tax charge of $153,660 in the second quarter of 2016. In addition, there was no state income tax benefit on the pre-merger accrued interest at Neptune Finco Corp. ("Finco"), an indirect wholly-owned subsidiary of Altice N.V. formed to complete the financing for the Cablevision Acquisition and the merger with CSC Holdings, resulting in additional deferred tax expense of $18,542 for the year ended December 31, 2016.
Results of Operations - Cablevision Systems Corporation

												
 	Cablevision Systems Corporation	
 	Successor	 	Predecessor	
 	June 21, 2016 to December 31, 2016		January 1, 2016 to June 20, 2016	 	Year Ended December 31, 2015	
Revenue (a):	(unaudited)	 	(unaudited)	
Residential:	 	 	 	 	 	
Pay TV	$	1,668,348		 	$	1,494,186		 	$	3,174,059		
Broadband	817,160		 	702,811		 	1,389,447		
Telephony	311,832		 	286,161		 	631,584		
Business services and wholesale	468,632		 	411,102		 	834,154		
Advertising	163,678		 	125,419		 	263,839		
Other	14,402		 	117,925		 	252,462		
Total revenue	3,444,052		 	3,137,604		 	6,545,545		
Operating expenses:	 	 	 	 	 	
Programming and other direct costs	1,164,925		 	1,088,555		 	2,269,290		
Other operating expenses	1,025,304		 	1,133,339		 	2,533,958		
Restructuring and other expense	212,150		 	22,223		 	16,213		
Depreciation and amortization (including impairments)	963,665		 	414,550		 	865,252		
Operating income	78,008		 	478,937		 	860,832		
Other income (expense):	 	 	 	 	 	
Interest expense, net	(606,347	)	 	(285,508	)	 	(584,839	)	
Gain (loss) on investments, net	141,896		 	129,990		 	(30,208	)	
Gain (loss) on equity derivative contracts, net	(53,696	)	 	(36,283	)	 	104,927		
Loss on extinguishment of debt and write-off of deferred financing costs	(102,894	)	 	—		 	(1,735	)	
Other income (expense), net	1,186		 	1,224		 	(6,316	)	
Income (loss) from continuing operations before income taxes	(541,847	)	 	288,360		 	342,661		
Income tax benefit (expense)	213,065		 	(124,848	)	 	(154,872	)	
Income (loss) from continuing operations, net of income taxes	(328,782	)	 	163,512		 	187,789		
Loss from discontinued operations, net of income taxes	—		 	—		 	(12,541	)	
Net income (loss)	(328,782	)	 	163,512		 	175,248		
Net loss (income) attributable to noncontrolling interests	(551	)	 	236		 	201		
Net income (loss) attributable to Cablevision stockholder(s)	$	(329,333	)	 	$	163,748		 	$	175,449		

	

		
(a)	Reflects certain reclassifications to conform to the Altice USA presentation as a result of the adoption of ASC 606 and ASU No. 2017-07.	
		
(a)	Includes primarily dividends received on Comcast common stock owned by the Company.	
		
(b)	Consists of unrealized and realized losses (gains) due to the change in fair value of equity derivative contracts relating to the Comcast common stock owned by the Company.	

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The following is a reconciliation of net income (loss) to Adjusted EBITDA:	
 	Cablevision	
 	Successor	 	Predecessor	
 	June 21, 2016 to December 31, 2016		January 1, 2016 to June 20, 2016	 	Year Ended December 31, 2015	
 	(unaudited)	 	(unaudited)	
Net income (loss)	$	(328,782	)	 	$	163,512		 	$	175,248		
Loss from discontinued operations, net of income taxes	—		 	—		 	12,541		
Income tax (benefit) expense	(213,065	)	 	124,848		 	154,872		
Other income (a)	(1,186	)	 	(1,224	)	 	6,316		
Loss on extinguishment of debt and write-off of deferred financing costs	102,894		 	—		 	1,735		
Loss (gain) on equity derivative contracts, net (b)	53,696		 	36,283		 	(104,927	)	
Loss (gain) on investments, net	(141,896	)	 	(129,990	)	 	30,208		
Interest expense, net	606,347		 	285,508		 	584,839		
Depreciation and amortization (including impairments)	963,665		 	414,550		 	865,252		
Restructuring and other expense	212,150		 	22,223		 	16,213		
Share-based compensation	9,164		 	25,231		 	65,286		
Adjusted EBITDA	$	1,262,987		 	$	940,941		 	$	1,807,583		

											
 	Cablevision Systems Corporation	
 	Years Ended December 31,	 	Net Increase (Decrease)	
 	2016	 	2015	 	2016	
 	(in thousands, except per customer amounts)	
Homes passed (a)	5,116		 	5,076		 	40		
Total customers relationships (b)	3,141		 	3,115		 	26		
Residential	2,879		 	2,858		 	21		
SMB	262		 	258		 	4		
Residential customers (c):	 	 	 	 	 	
Pay TV	2,428		 	2,487		 	(59	)	
Broadband	2,619		 	2,562		 	57		
Telephony	1,962		 	2,007		 	(45	)	
Residential triple product customer penetration (d):	64.8	%	 	67.6	%	 			
Penetration of homes passed (e):	61.4	%	 	61.4	%	 			
ARPU (f)	$	154.49		 	$	150.61		 			
____________________

(a)	Represents the estimated number of single residence homes, apartments and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our cable distribution network.	

(b)	Represents number of households/businesses that receive at least one of the Company’s services.	

(c)	Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets. In calculating the number of customers, we count all customers other than inactive/disconnected customers. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per-view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing	

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family unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual room units at that hotel. 

(d)	Represents the number of customers that subscribe to three of our services divided by total residential customer relationships.	

(e)	Represents the number of total customer relationships divided by homes passed.	

(f)	Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) presented derived from the sale of broadband, pay television and telephony services to residential customers for the respective quarter by the average number of total residential customers for the same period.	
Cablevision - Comparison of Results for the Periods June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016 to Results for the Year Ended December 31, 2015
Pay Television Revenue
Pay television revenue amounted to $1,668,348 and $1,494,186 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $3,174,059 for the year ended December 31, 2015. Pay television revenue for the Successor and Predecessor periods in 2016 was impacted by a decline in pay television customers, a decrease due to a pay-per-view boxing event that took place in 2015, partially offset by increases in revenue due primarily to rate increases for certain pay television services implemented during the first quarter of 2016 and an increase in fees charged to restore suspended services.
We believe our pay television customer declines noted in the table above are largely attributable to intense competition, particularly from Verizon, as well as competition from companies that deliver video content over the Internet directly to customers. Also, the declines are attributable to our disciplined pricing and credit policies. These factors are expected to continue to impact our ability to maintain or increase our existing customers and revenue in the future.
Broadband Revenue
Broadband revenue amounted to $817,160 and $702,811 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $1,389,447 for the year ended December 31, 2015. Broadband revenue for the Successor and Predecessor periods in 2016 was impacted by rate increases for certain broadband services implemented during the first quarter of 2016, an increase in broadband customers, and an increase in fees charged to restore suspended services.
Telephony Revenue
Telephony revenue amounted to $311,832 and $286,161 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $631,584 for the year ended December 31, 2015. Telephony revenue for the Successor and Predecessor periods in 2016 was impacted by a decline in telephony customers and a decline in international calling.
Business Services Revenue
Business services and wholesale revenue amounted to $468,632 and $411,102 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $834,154 for the year ended December 31, 2015. Business services and wholesale revenue for the Successor and Predecessor periods in 2016 was impacted by rate increases for certain broadband services implemented during the first quarter of 2016, an increase in broadband customers and an increase in Ethernet revenue from an increase in services installed, partially offset by reduced traditional voice and data services.
Advertising Revenue
Advertising revenue amounted to $163,678 and $125,419 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $263,839 for the year ended December 31, 2015. Advertising revenue for the Successor and Predecessor periods in 2016 was impacted by an increase in advertising sales to the political sector.

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Other Revenue
Other revenue amounted to $14,402 and $117,925 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $252,462 for the year ended December 31, 2015. Other revenue for the Successor and Predecessor periods in 2016 includes revenue recognized by Newsday through July 7, 2016, affiliation fees paid by cable operators for carriage of our News 12 Networks and other revenue sources. On July 7, 2016, the Company sold a 75% interest in Newsday and as a result no longer consolidates its operating results. As of July 7, 2016, the Company’s 25% interest in the operating results of Newsday is recorded on the equity basis.
Programming and Other Direct Costs
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 typically rise due to increases in contractual rates and new channel launches and are also impacted by changes in the number of customers receiving certain programming services. 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 pay television 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. These costs also included content, production and distribution costs of the Newsday business.
Programming and other direct costs amounted to $1,164,925 and $1,088,555 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $2,269,290 for the year ended December 31, 2015. Programming and other direct costs for the Successor and Predecessor periods in 2016 were impacted by an increase in programming costs due primarily to contractual rate increases, partially offset by lower video customers. These costs were also impacted by the lower costs related to Newsday (due to the sale of our 75% interest in Newsday in July 2016), lower call completion and transport costs primarily due to lower level of activity, lower cost of sales related to wireless handset inventory and higher franchise and other fees due primarily to increases in rates in certain areas, partially offset by lower pay television customers.
Programming costs aggregated $978,120 and $883,792 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $1,796,021 for the year ended December 31, 2015. Our programming costs increased 4% for the 2016 periods due primarily to an increase in contractual programming rates and a pay-per-view boxing event in 2015, partially offset by a decrease in telephony customers.
Other Operating Expenses
Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits and other employee-related expenses. 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 which are impacted by general cost increases for contractors, insurance and other various expenses.
Customer installation and repair and maintenance costs may fluctuate as a result of changes in the level of activities and the utilization of contractors as compared to employees. Also, customer installation costs fluctuate as the portion of our expenses that we are able to capitalize changes. Network repair and maintenance and utility costs also fluctuate as capitalizable network upgrade and enhancement activity changes.
Other operating expenses also include costs related to the operation and maintenance of our call center facilities 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 costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs, including legal fees, and product development costs.
Other operating expenses amounted to $1,025,304 and $1,133,339 for the period June 21, 2016 through December

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31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $2,533,958 for the year ended December 31, 2015. Other operating expenses for the Successor and Predecessor periods in 2016 were impacted by a decrease in employee-related costs related to the elimination of certain positions, lower benefits and an increase in capitalizable activity, partially offset by merit increases. These costs were also impacted by the lower costs related to Newsday (due to the sale of our 75% interest in Newsday in July 2016), a decrease in share based compensation, a decrease in long-term incentive plan awards, lower legal costs, lower sales and marketing costs, lower repair and maintenance expenses, lower contractor costs, a settlement of a class action legal matter in 2015, partially offset by an increase in the management fee to Altice N.V.
Restructuring and Other Expense
Restructuring and other expense amounted to $212,150 and $22,223 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $16,213 for the year ended December 31, 2015. Restructuring and other expense for the Successor 2016 period is primarily related to severance and other employee related costs resulting from headcount reductions related to initiatives which commenced in the Successor period that are intended to simplify the Company’s organizational structure.
The restructuring and other expense for the Predecessor 2016 period is primarily related to transaction costs of $19,924 incurred in connection with the Cablevision Acquisition and adjustments related to prior restructuring plans of $2,299. Restructuring and other expense for 2015 includes transaction costs incurred in connection with the Cablevision Acquisition of $17,862, net of adjustments related to prior restructuring plans of $1,649.
Depreciation and Amortization
Depreciation and amortization (including impairments) amounted to $963,665 and $414,550 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $865,252 for the year ended December 31, 2015. Depreciation and amortization for the Successor period in 2016 was impacted by an increase in related to the step-up in the carrying value of property, plant and equipment and amortizable intangible assets recorded in connection with the Cablevision Acquisition on June 21, 2016, partially offset by certain assets being retired or becoming fully depreciated.
Adjusted EBITDA
Adjusted EBITDA amounted to $1,262,987 and $940,941 for the periods June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $1,807,583 for the year ended December 31, 2015. Adjusted EBITDA for the 2016 periods was impacted by an increase in revenue, and a decrease in operating expenses (excluding depreciation and amortization, restructuring and other expense and share-based compensation), as discussed above.
Interest Expense, net
Interest expense amounted to $606,347 and $285,508 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, compared to $584,839 for the year ended December 31, 2015. Interest expense for the Successor 2016 period includes additional interest related to the debt incurred to finance the Cablevision Acquisition.
Gain (Loss) on Investments, net
Gain (loss) on investments, net amounted to $141,896 and $129,990 for the period June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, and $(30,208) for the year ended December 31, 2015 and reflect the increase or decrease in the fair value of Comcast common stock owned by the Company. The effects of these gains (losses) are partially offset by the (losses) gains on the related equity derivative contracts, net described below.
Gain (Loss) on Equity Derivative Contracts, net
Gain (loss) on equity derivative contracts, net amounted to $(53,696) and $(36,283) for the periods June 21, 2016 through December 31, 2016 and January 1, 2016 through June 20, 2016, respectively, and $104,927 for the year ended December 31, 2015.

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Gain (loss) on equity derivative contracts, net consists of unrealized and realized gains (losses) due to the change in fair value of the Company’s equity derivative contracts relating to the Comcast common stock owned by the Company. The effects of these gains (losses) are offset by the (losses) gains on investment securities pledged as collateral, which are included in gain (loss) on investments, net discussed above.
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 $102,894 for the period June 21, 2016 through December 31, 2016 and $1,735 for the year ended December 31, 2015. The Successor 2016 amount includes the write-off of unamortized deferred financing costs and the unamortized discount related to the prepayment of $1,290,500 outstanding under the CSC Holdings, a wholly-owned subsidiary of Cablevision, term credit facility. The 2015 amount includes the write-off of unamortized deferred financing costs and the unamortized discount related to the $200,000 repayment of CSC Holdings term B loan facility.
Income Tax Expense
Income tax benefit (expense) amounted to $213,065 for the periods from June 21, 2016 through December 31, 2016 and $(124,848) for the period from January 1, 2016 through June 20, 2016. In the Successor period, excluding the impact of the nondeductible share-based compensation of $3,208, the effective tax rate would have been 40%. In the Predecessor period, certain acquisition-related costs were determined to be nondeductible, resulting in additional deferred tax expense of $9,392. Absent this item, the effective tax rate would have been 40%.
Income tax expense of $154,872 for the year ended December 31, 2015, reflected an effective tax rate of 45%. In April 2015, corporate income tax changes were enacted for both New York State and the City of New York. Those changes included a provision whereby investment income will be subject to higher taxes. Accordingly, in the second quarter of 2015, Cablevision recorded deferred tax expense of $16,334 to remeasure the deferred tax liability for the investment in Comcast common stock and associated derivative securities. Also in 2015, Cablevision recorded tax benefit of $2,630 related to research credits. Absent these items, the effective tax rate for the year ended December 31, 2015 would have been 41%.
Loss From Discontinued Operations
Loss from discontinued operations for the year ended December 31, 2015 amounted to $12,541, net of income taxes, and primarily reflects an expense related to the settlement of a legal matter relating to Rainbow Media Holdings LLC, a business whose operations were previously discontinued.
LIQUIDITY AND CAPITAL RESOURCES
Altice USA has no operations independent of its subsidiaries, Cablevision and Cequel. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under their revolving credit facilities 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 facilities 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 facilities, debt securities and syndicated term loans. We manage our business to a long-term net leverage ratio target of 4.5x to 5.0x. We calculate our consolidated net leverage ratio 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 revolving credit facilities, 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 securities through open market purchases, privately negotiated purchases, tender offers, or redemptions.
We believe existing cash balances, operating cash flows and availability under our revolving credit facilities 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

18

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. Our collateralized debt maturing in the next 12 months will be settled with proceeds from monetization contracts entered into pursuant to the Synthetic Monetization Closeout discussed below. However, 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 that amounts available under the revolving credit facilities 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.  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.  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 or eliminating discretionary uses of cash.
Initial Public Offering
In June 2017, the Company completed its IPO of 71,724,139 shares of its Class A common stock ( 12,068,966 shares sold by the Company and 59,655,173 shares sold by existing stockholders) at a price to the public of $30.00 per share, including the underwriters full exercise of their option to purchase 7,781,110 shares to cover overallotments. The Company’s Class A common stock began trading on June 22, 2017, on the New York Stock Exchange under the symbol “ATUS”.
In connection with the sale of its Class A common stock, the Company received proceeds of approximately $362,069 , before deducting the underwriting discount and expenses directly related to the issuance of the securities of $12,998 . The Company did not receive any proceeds from the sale of shares by the selling stockholders. In July 2017, the Company used approximately $350,120 of the proceeds to fund the redemption of $315,779 principal amount of 10.875% senior notes that mature in 2025 issued by CSC Holdings, an indirect wholly-owned subsidiary of the Company, and the related call premium of approximately $34,341 .

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Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of deferred financing costs, discounts and premiums (excluding accrued interest), as well as interest expense.

																				
 	As of December 31, 2017	
 	Cablevision	 	Cequel	 	Altice USA	 	Eliminations	 	Total	
Debt outstanding:	 	 	 	 	 	 	 	 	 	
Credit facility debt	$	3,393,306		 	$	1,250,217		 	$	—		 	$	—		 	$	4,643,523		
Senior guaranteed notes	2,291,185		 	—		 	—		 	—		 	2,291,185		
Senior secured notes	—		 	2,570,506		 	—		 	—		 	2,570,506		
Senior notes and debentures	8,228,004		 	2,770,737		 	—		 	—		 	10,998,741		
Subtotal	13,912,495		 	6,591,460		 	—		 	—		 	20,503,955		
Capital lease obligations	20,333		 	1,647		 	—		 	—		 	21,980		
Notes payable (includes $21,091 related to collateralized debt)	56,956		 	8,946		 	—		 	—		 	65,902		
Subtotal	13,989,784		 	6,602,053		 	—		 	—		 	20,591,837		
Collateralized indebtedness relating to stock monetizations (a)	1,349,474		 	—		 	—		 	—		 	1,349,474		
Total debt	$	15,339,258		 	$	6,602,053		 	$	—		 	$	—		 	$	21,941,311		
Interest expense:	 	 	 	 	 	 	 	 	 	
Credit facility debt, senior notes, capital leases and notes payable	$	1,031,736		 	$	410,480		 	$	6,502		 	$	(6,496	)	 	$	1,442,222		
Notes payable to affiliates and related parties	—		 	—		 	90,405		 	—		 	90,405		
Collateralized indebtedness and notes payable relating to stock monetizations (a)	70,505		 	—		 	—		 	—		 	70,505		
Total interest expense	$	1,102,241		 	$	410,480		 	$	96,907		 	$	(6,496	)	 	$	1,603,132		

	

(a)	This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts, (ii) delivering cash from the net proceeds on new monetization contracts, or (iii) delivering cash from the proceeds of monetization contracts entered into pursuant to the Synthetic Monetization Closeout discussed below.	
The following table provides details of our outstanding credit facility debt as of December 31, 2017 : 

												
 	Maturity Date	 	Interest Rate	 	Principal	 	Carrying Value (a)	
Cablevision:	 	 	 	 	 	 	 	
CSC Holdings Revolving Credit Facility (b)	$20,000 on October 9, 2020, remaining balance on November 30, 2021	 	4.75%	 	$	450,000		 	$	425,488		
CSC Holdings Term Loan Facility	July 17, 2025	 	3.74%	 	2,985,000		 	2,967,818		
Cequel:	 	 	 	 	 	 	 	
Revolving Credit Facility (c)	November 30, 2021	 	—	 	—		 	—		
Term Loan Facility	July 28, 2025	 	3.82%	 	1,258,675		 	1,250,217		
 	 	 	 	 	$	4,693,675		 	$	4,643,523		

	

		
(a)	Carrying amounts are net of unamortized discounts and deferred financing costs.	
		
(b)	At December 31, 2017 , $115,973 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,734,027 of the facility was undrawn and available, subject to covenant limitations.	
		
(c)	At December 31, 2017 , $13,500 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $336,500 of the facility was undrawn and available, subject to covenant limitations.	

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Payment Obligations Related to Debt
As of December 31, 2017 , total amounts payable by us in connection with our outstanding obligations, including related interest, as well as capital lease obligations, notes payable, and the value deliverable at maturity under monetization contracts are as follows:

												
 	Cablevision (a)	 	Cequel	 	Total	
 	 	 	 	 	 	
2018	$	2,600,461		 	$	386,068		 	$	2,986,529		
2019	1,443,852		 	387,356		 	1,831,208		
2020	1,387,607		 	1,431,215		 	2,818,822		
2021	3,719,148		 	1,563,658		 	5,282,806		
2022	1,368,770		 	249,104		 	1,617,874		
Thereafter	10,851,356		 	5,026,217		 	15,877,573		
Total	$	21,371,194		 	$	9,043,618		 	$	30,414,812		

	

		
(a)	Includes $1,575,136 related to the Company's collateralized indebtedness (including related interest).  This indebtedness is collateralized by shares of Comcast common stock. We intend to settle this debt by (i) delivering shares of Comcast common stock and the related equity contracts, (ii) delivering cash from the net proceeds on new monetization contracts, or (iii) delivering cash from the proceeds of monetization contracts entered into pursuant to the Synthetic Monetization Closeout discussed below.	
The amounts in the table above do not include the effects of the debt transactions discussed in Note 20.
CSC Holdings Restricted Group
CSC Holdings and those of its subsidiaries which conduct our broadband, pay television and telephony services operations, as well as Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market, comprise the "Restricted Group" as they are subject to the covenants and restrictions of the credit facility and indentures governing the notes and debentures issued by CSC Holdings.  In addition, the Restricted Group is also subject to the covenants of the debt issued by Cablevision.
Sources of cash for the Restricted Group include primarily cash flow from the operations of the businesses in the 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 Restricted Group's principal uses of cash include:  capital spending, in particular, the capital requirements associated with the upgrade of its digital broadband, pay television and telephony services, including costs to build a FTTH network and enhancements to its service offerings such as a broadband wireless network (WiFi); debt service, including distributions made to Cablevision to service interest expense and principal repayments on its debt securities; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
Cablevision Credit Facilities
On October 9, 2015, Finco, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which currently provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ($2,985,000 outstanding at December 31, 2017) (the “CVC Term Loan Facility”, and the term loans extended under the CVC Term Loan Facility, the “CVC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,300,000 (the “CVC Revolving Credit Facility” and, together with the CVC Term Loan Facility, the “CVC 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 on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016 and March 15, 2017, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “CVC Credit Facilities Agreement”).

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During the year ended December 31, 2017 , CSC Holdings borrowed $1,350,000 under its revolving credit facility ($500,000 was used to make cash distributions to its stockholders) and made voluntary repayments aggregating $1,075,256 with cash on hand.
In January 2018, CSC Holdings borrowed $150,000 under its revolving credit facility and entered into a new $1,500,000 incremental term loan facility (the "Incremental Term Loan") under its existing CVC Credit Facilities Agreement. The Incremental Term Loan was priced at 99.50% and will mature on January 25, 2026. The Incremental Term Loan is comprised of eurodollar borrowings or alternate base rate borrowings, and bears interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 1.50% per annum and (ii) with respect to any eurodollar loan, 2.50% per annum. See discussion below regarding use of proceeds from the Incremental Term Loan.
The Company was in compliance with all of its financial covenants under the CVC Credit Facilities Agreement as of December 31, 2017 .
See Note 9 to our consolidated financial statements for further information regarding the CVC Credit Facilities Agreement.
Cequel Credit Facilities
On June 12, 2015, Altice US Finance I Corporation, a wholly-owned subsidiary of Cequel, entered into a senior secured credit facility which currently provides U.S. dollar term loans in an aggregate principal amount of $1,265,000 ($1,258,675 outstanding at December 31, 2017) (the “Cequel Term Loan Facility” and the term loans extended under the Cequel Term Loan Facility, the “Cequel Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $350,000 (the "Cequel Revolving Credit Facility" and, together with the Cequel Term Loan Facility, the "Cequel Credit Facilities") which are governed by a credit facilities agreement entered into by, inter alios, Altice US Finance I Corporation, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented or otherwise modified on October 25, 2016, December 9, 2016 and March 15, 2017, and as further amended, restated, supplemented or modified from time to time, the “Cequel Credit Facilities Agreement”).
The Company was in compliance with all of its financial covenants under the Cequel Credit Facilities Agreement as of December 31, 2017 .
See Note 9 to our consolidated financial statements for further information regarding the Cequel Credit Facilities Agreement.
Senior Notes
Cablevision Notes
On September 23, 2009, Cablevision issued $900,000 aggregate principal amount of its 8 5/8% Senior Notes due 2017 and 8 5/8% Series B Senior Notes due 2017 (together, the "Cablevision 2017 Senior Notes"). In April 2017, Cablevision redeemed $500,000 aggregate principal amount of its Cablevision 2017 Senior Notes with certain of the proceeds of the term loans incurred under the CVC Credit Facilities Agreement, and in September 2017, Cablevision repaid the remaining $400,000 from borrowings under its revolving credit facility.
On April 15, 2010, Cablevision issued $750,000 aggregate principal amount of its 7 3/4% Senior Notes due 2018 (the "CVC 2018 Notes") and $500,000 aggregate principal amount of its 8% Senior Notes due 2020. On September 27, 2012, Cablevision issued $750,000 aggregate principal amount of its 5 7/8% Senior Notes due 2022 ($649,024 principal outstanding at December 31, 2017). The CVC 2018 Notes were repaid in February 2018.
As of December 31, 2017 , Cablevision was in compliance with all of its financial covenants under the indentures under which the Cablevision Notes were issued.
CSC Holdings Notes
CSC Holdings Senior Guaranteed Notes
On October 9, 2015, Finco issued $1,000,000 aggregate principal amount of its 6 5/8% Senior Guaranteed Notes due 2025 (the "CSC 2025 Senior Guaranteed Notes"). CSC Holdings assumed the obligations as issuer of the CSC 2025

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Senior Guaranteed Notes upon the merger of Finco and CSC Holdings on June 21, 2016. On September 23, 2016, CSC Holdings issued $1,310,000 aggregate principal amount of its 5 1/2% Senior Guaranteed Notes due 2027.
In January 2018, CSC Holdings issued $1,000,000 aggregate principal amount of 5 3/8% senior guaranteed notes due February 1, 2028 (the "2028 Guaranteed Notes"). The 2028 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness. The proceeds from the 2028 Guaranteed Notes, together with proceeds from the Incremental Term Loan, borrowings under CSC Holdings' revolving credit facility and cash on hand, were used in February 2018 to repay certain senior notes ($300,000 principal amount of CSC Holdings' senior notes due in February 2018 and $750,000 principal amount of Cablevision senior notes due in April 2018) and will be used to fund a dividend of $1,500,000 to the Company's stockholders immediately prior to and in connection with the Distribution.
As of December 31, 2017 , CSC Holdings was in compliance with all of its financial covenants under the indentures under which the CSC Holdings senior guaranteed notes were issued.
CSC Holdings Senior Notes
On February 6, 1998, CSC Holdings issued $300,000 aggregate principal amount of its 7 7/8% Senior Debentures which matured and were repaid on February 2018. On July 21, 1998, CSC Holdings issued $500,000 aggregate principal amount of its 7 5/8% Senior Debentures due 2018. On February 12, 2009, CSC Holdings issued $526,000 aggregate principal amount of its 8 5/8% Senior Notes due 2019 and 8 5/8% Series B Senior Notes due 2019. On November 15, 2011, CSC Holdings issued $1,000,000 aggregate principal amount of its 6 3/4% Senior Notes due 2021 and 6 3/4% Series B Senior Notes due 2021. On May 23, 2014, CSC Holdings issued $750,000 aggregate principal amount of its 5 1/4% Senior Notes due 2024 and 5 1/4% Series B Senior Notes due 2024.
On October 9, 2015, Finco issued $1,800,000 aggregate principal amount of its 10 1/8% Senior Notes due 2023 (the "CSC 2023 Senior Notes") and $2,000,000 10 7/8% Senior Notes due 2025 (the "CSC 2025 Senior Notes). CSC Holdings assumed the obligations as issuer of the CSC 2023 Senior Notes and the CSC 2025 Senior Notes upon the merger of Finco and CSC Holdings on June 21, 2016. In July 2017, the Company used approximately $350,120 of the proceeds from the Company's IPO discussed above to fund the redemption of $315,779 principal amount of the CSC 2025 Senior Notes and the related call premium of approximately $34,341 . See Note 9 of our consolidated financial statements for further details.
As of December 31, 2017 , CSC Holdings was in compliance with all of its financial covenants under the indentures under which the CSC Holdings senior notes were issued.
Cequel Notes
Cequel Senior Secured Notes
On June 12, 2015, Altice US Finance I Corporation issued $1,100,000 aggregate principal amount of its 5 3/8% Senior Secured Notes due 2023. On April 26, 2016, Altice US Finance I Corporation issued $1,500,000 aggregate principal amount of its 5 1/2% Senior Secured Notes due 2026.
As of December 31, 2017 , Cequel was in compliance with all of its financial covenants under the indentures under which the Cequel senior secured notes were issued.
Cequel Senior Notes
On October 25, 2012, Cequel Capital Corporation and Cequel Communications Holdings I, LLC (collectively, the "Cequel Senior Notes Co-Issuers") issued $500,000 aggregate principal amount of their 6 3/8% Senior Notes due 2020 (the "Cequel 2020 Senior Notes"). On December 28, 2012, the Cequel Senior Notes Issuers issued an additional $1,000,000 aggregate principal amount of their Cequel 2020 Senior Notes. In April 2017, the Company redeemed $450,000 of the Cequel 2020 Senior Notes from proceeds of the Cequel Term Loan pursuant to the March 15, 2017 amendment.
On May 16, 2013, the Cequel Senior Notes Co-Issuers issued $750,000 aggregate principal amount of their 5 1/8% Senior Notes due 2021. On September 9, 2014, the Cequel Senior Notes Co-Issuers issued $500,000 aggregate principal amount of their 5 1/8% Senior Notes due 2021.

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On June 12, 2015, Altice US Finance II Corporation issued $300,000 aggregate principal amount of its 7 3/4% Senior Notes due 2025 (the "Cequel 2025 Senior Notes"). Following the Cequel Acquisition, Altice US Finance II Corporation was merged into Cequel and the Cequel 2025 Senior Notes became the obligation of the Cequel Senior Notes Co-Issuers.
Also on June 12, 2015, Altice US Finance S.A., an indirect subsidiary of Altice, issued $320,000 principal amount of 7 3/4% Senior Notes due 2025 (the "Cequel Holdco Notes"), the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The Cequel Holdco Notes were automatically exchanged into an equal aggregate principal amount of Cequel 2025 Senior Notes during the second quarter of 2016.
As of December 31, 2017 , Cequel was in compliance with all of its financial covenants under the indentures under which the Cequel senior notes were issued.
Capital Expenditures

																								
 	Year Ended December 31,	
 	2017	 	2016	
 	Cablevision	 	Cequel	 	Total	 	Cablevision	 	Cequel	 	Total	
Customer premise equipment	$	188,798		 	$	119,702		 	$	308,500		 	$	77,536		 	$	154,718		 	$	232,254		
Network infrastructure	221,182		 	90,548		 	311,730		 	91,952		 	76,926		 	168,878		
Support and other	157,566		 	31,643		 	189,209		 	83,153		 	45,336		 	128,489		
Business services	103,871		 	38,039		 	141,910		 	45,716		 	50,204		 	95,920		
Capital purchases (cash basis)	$	671,417		 	$	279,932		 	$	951,349		 	$	298,357		 	$	327,184		 	$	625,541		
Capital purchases (including accrued not paid) (a)	$	700,586		 	$	320,175		 	$	1,020,761		 	$	348,852		 	$	351,827		 	$	700,679		

	

		
(a)	The Cablevision 2017 amount excludes advance payments aggregating $16,363 made to ATS for the FTTH project.	
Customer premise equipment includes expenditures for set-top boxes, cable modems and other equipment that is placed in a customer's home, as well as equipment installation costs. Network infrastructure includes: (i) scalable infrastructure, such as headend equipment, (ii) line extensions, such as fiber/coaxial cable, amplifiers, electronic equipment, make-ready and design engineering, and (iii) upgrade and rebuild, including costs to modify or replace existing fiber/coaxial cable networks, including enhancements. Support and other capital expenditures includes costs associated with the replacement or enhancement of non-network assets, such as office equipment, buildings and vehicles. Business services capital expenditures include primarily equipment, installation, support, and other costs related to our fiber based telecommunications business.
Cash Flow Discussion
Operating Activities
Net cash provided by operating activities amounted to $2,018,247 for the year ended December 31, 2017 compared to $1,184,455 for the year ended December 31, 2016.  The 2017 cash provided by operating activities resulted from $2,318,941 of income before depreciation and amortization and non-cash items and an increase in deferred revenue of $12,310, partially offset by a decrease in accounts payable and accrued expenses of $167,813 a net increase in current and other assets of $109,944, a net decrease in amounts due to affiliates of $34,326, and a decrease in liabilities related to interest rate swap contracts of $921.
The 2016 cash provided by operating activities resulted from $746,341 of income before depreciation and amortization and non-cash items, $310,892 as a result of an increase in accounts payable, deferred revenue and other liabilities, $78,823 resulting from an increase in liabilities related to interest rate swap contracts and $48,399 resulting from a net decrease in current and other assets.

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Investing Activities
Net cash used in investing activities for the year ended December 31, 2017 was $1,092,199 compared to $9,599,319 for the year ended December 31, 2016.  The 2017 investing activities consisted primarily of capital expenditures of $951,349, payments of $97,410 related to the settlement of put-call options, and payments for acquisitions, net of cash acquired of $46,703, partially offset by $3,263 in other net cash proceeds.
The 2016 investing activities consisted primarily of $8,988,774 payment for the Cablevision Acquisition, net of cash acquired, $625,541 of capital expenditures, net payments related to other investments of $4,608, and additions to other intangible assets of $106, partially offset by other net cash receipts of $19,710, including $13,825 from the sale of an affiliate interest.
Financing Activities
Net cash used in financing activities amounted to $1,099,041 for the year ended December 31, 2017 compared to net cash provided by financing activities of $131,421 for the year ended December 31, 2016. In 2017, the Company's financing activities consisted primarily of the repayment of senior notes, including premiums and fees, of $1,729,400, cash distributions paid to stockholders of $919,317, principal payments on capital lease obligations of $15,157, additions to deferred financing costs of $8,600 and distributions to noncontrolling interests of $335, partially offset by net proceeds from credit facility debt of $1,182,094, net proceeds from collateralized indebtedness and related derivative contracts of $7,735, net proceeds from the Company's IPO of $349,071, proceeds from notes payable of $33,733, and contributions from stockholders of $1,135.
In 2016, the Company's financing activities consisted of proceeds of $1,750,000 from the issuance of notes to affiliates and related parties, $1,310,000 from the issuance of senior notes, contribution from stockholders of $1,246,499, net proceeds from collateralized indebtedness of $36,286, and an excess tax benefit related to share-based awards of $31. Partially offsetting these increases were net repayments of credit facility debt of $3,623,287, distributions to stockholders of $365,559, payments of deferred financing costs of $203,712, and principal payments on capital lease obligations of $18,837.

Settlements of Collateralized Indebtedness
The following table summarizes the settlement of the Company's collateralized indebtedness relating to Comcast shares that was settled by delivering cash equal to the collateralized loan value, net of the value of the related equity derivative contracts during the year ended December 31, 2017 : 

				
Number of shares (a)	26,815,368		
Collateralized indebtedness settled	$	(774,703	)	
Derivative contracts settled	(56,356	)	
 	(831,059	)	
Proceeds from new monetization contracts	838,794		
Net cash received	$	7,735		
______________________

(a)	Share amounts are adjusted for the 2 for 1 stock split in February 2017.	
The cash to settle the collateralized indebtedness was obtained from the proceeds of new monetization contracts covering an equivalent number of Comcast shares.  The terms of the new contracts allow the Company to retain upside participation in Comcast shares up to each respective contract's upside appreciation limit with downside exposure limited to the respective hedge price. 
In April 2017, the Company entered into new monetization contracts related to 32,153,118 shares of Comcast common stock held by Cablevision, which synthetically reversed the existing contracts related to these shares (the "Synthetic Monetization Closeout"). As the existing collateralized debt matures, the Company will settle the contracts with proceeds received from the new monetization contracts. The new monetization contracts mature on April 28, 2021. The new monetization contracts provide the Company with downside protection below the hedge price of $35.47 and

25

upside benefit of stock price appreciation up to $44.72 per share. In connection with the execution of these contracts, the Company recorded (i) the fair value of the equity derivative contracts of $53,316 (in a net asset position), (ii) notes payable of $111,657 , representing the fair value of the existing equity derivative contracts, in a liability position, and (iii) a discount on debt of $58,341 .
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations to affiliates and non-affiliates as of December 31, 2017 , which consist primarily of our debt obligations and the effect such obligations are expected to have on our liquidity and cash flow in future periods, are summarized in the following table:

																								
 	Payments Due by Period	
 	Total	 	Year
1	 	Years
2-3	 	Years
4-5	 	More than
5 years	 	Other	
Off balance sheet arrangements:	 	 	 	 	 	 	 	 	 	 	 	
Purchase obligations (a)	$	8,427,609		 	$	3,072,083		 	$	4,181,199		 	$	1,094,508		 	$	79,819		 	$	—		
Operating lease obligations (b)	475,712		 	74,992		 	141,345		 	118,969		 	140,406		 	—		
Guarantees (c)	36,224		 	34,716		 	1,508		 	—		 	—		 	—		
Letters of credit (d)	129,473		 	200		 	120		 	129,153		 	—		 	—		
 	9,069,018		 	3,181,991		 	4,324,172		 	1,342,630		 	220,225		 	—		
Contractual obligations reflected on the balance sheet:	 		 	 		 	 		 	 		 	 		 	 		
Debt obligations (e)	30,390,463		 	2,976,207		 	4,642,299		 	6,896,733		 	15,875,224		 	—		
Capital lease obligations (f)	24,349		 	10,322		 	7,731		 	3,947		 	2,349		 	—		
Taxes (g)	8,479		 	—		 	—		 	—		 	—		 	8,479		
 	30,423,291		 	2,986,529		 	4,650,030		 	6,900,680		 	15,877,573		 	8,479		
Total	$	39,492,309		 	$	6,168,520		 	$	8,974,202		 	$	8,243,310		 	$	16,097,798		 	$	8,479		

	

		
(a)	Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services.  Future fees payable under contracts with programming vendors are based on numerous factors, including the number of customers receiving the programming.  Amounts reflected above related to programming agreements are based on the number of customers receiving the programming as of December 31, 2017 multiplied by the per customer rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of December 31, 2017 .  See Note 15 to our consolidated financial statements for a discussion of our program rights obligations.	

(b)	Operating lease obligations represent primarily future minimum payment commitments on various long-term, noncancelable leases, at rates now in force, for office, production and storage space, and rental space on utility poles.  See Note 7 to our consolidated financial statements for a discussion of our operating leases.	

(c)	Includes franchise and performance surety bonds primarily for our cable television systems.   Also includes outstanding guarantees primarily by CSC Holdings in favor of certain financial institutions in respect of ongoing interest expense obligations in connection with the monetization of our holdings of shares of Comcast common stock.  Payments due by period for these arrangements represent the year in which the commitment expires.	

(d)	Consists primarily of letters of credit obtained by CSC Holdings and Cequel in favor of insurance providers and certain governmental authorities.  Payments due by period for these arrangements represent the year in which the commitment expires.	

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(e)	Includes interest and principal payments due on our (i) credit facility debt, (ii) senior guaranteed notes, senior secured notes, and senior notes and debentures, (iii) notes payable and (iv) collateralized indebtedness.  See Notes 9 and 10 to our consolidated financial statements for a discussion of our long-term debt. These amounts do not include the effects of the debt transactions discussed in Note 20.	

(f)	Reflects the principal amount of capital lease obligations, including related interest.	

(g)	Represents tax liabilities, including accrued interest, relating to uncertain tax positions.  See Note 12 to our consolidated financial statements for a discussion of our income taxes.	
The table above does not include obligations for payments required to be made under multi-year franchise agreements based on a percentage of revenues generated from pay television services per year. For the years ended December 31, 2017 and 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $259,075 and $154,732 , respectively.
Dividends and Distributions
In the second quarter of 2017, prior to the Company's IPO, the Company declared and paid cash distributions aggregating $839,700 , $500,000 of which were funded with proceeds from borrowings under CSC Holdings' revolving credit facility. In 2016, the Company declared cash distributions of $445,176, of which $365,559 were paid in 2016 and $79,617 were paid in the first quarter of 2017.
Managing our Interest Rate and Equity Price Risk
Interest Rate Risk
Interest rate risk is primarily a result of exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads. Our exposure to interest rate risk results from changes in short-term interest rates. Interest rate risk exists primarily with respect to our credit facility debt, which bears interest at variable rates. The carrying value of our outstanding credit facility debt at December 31, 2017 amounted to $4,643,523 .
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 the Company 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 sheet, with changes in fair value reflected in the consolidated statement of operations.
In June 2016, a subsidiary of Cequel entered into two fixed to floating interest rate swaps. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBOR and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBOR. The objective of these swaps is to adjust the proportion of total debt that is subject to fixed and variable interest rates .
These 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 statement of operations. For the year ended December 31, 2017, the Company recorded a gain on interest rate swap contracts of $5,482 .
As of December 31, 2017, our outstanding interest rate swap contracts had an aggregate fair value and carrying value of $77,902 reflected in ‘‘liabilities under derivative contracts’’ in our consolidated balance sheet.
We do not hold or issue derivative instruments for trading or speculative purposes.
See discussion above for further details of our credit facility debt and See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" below for a discussion regarding the fair value of our debt.
Equity Price Risk
We have entered into derivative contracts to hedge our equity price risk and monetize the value of our shares of common stock of Comcast. These contracts, at maturity, are expected to offset declines in the fair value of these securities

27

below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price. If any one of these contracts is terminated prior to its scheduled maturity date due to the occurrence of an event specified in the contract, we would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date. As of December 31, 2017 we did not have an early termination shortfall relating to any of these contracts. The underlying stock and the equity collars are carried at fair value in our consolidated balance sheets and the collateralized indebtedness is carried at its principal value, net of discounts and the unamortized fair value adjustment for contracts that existed at the date of the Cablevision Acquisition. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for information on how we participate in changes in the market price of the stocks underlying these derivative contracts.
All of our monetization transactions are obligations of our wholly-owned subsidiaries that are not part of the Restricted Group; however, CSC Holdings provides guarantees of the subsidiaries' ongoing contract payment expense obligations and potential payments that could be due as a result of an early termination event (as defined in the agreements). The guarantee exposure approximates the net sum of the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and the equity collar. All of our equity derivative contracts are carried at their current fair value in our consolidated balance sheets with changes in value reflected in our consolidated statements of operations, and all of the counterparties to such transactions currently carry investment grade credit ratings.
Critical Accounting Policies
In preparing its financial statements, the Company is required to make certain estimates, judgments and assumptions that it believes 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.
The significant accounting policies, which we believe are the most critical to aid in fully understanding and evaluating our reported financial results, include the following:
Business Combinations
The Company applied business combination accounting for the Cablevision Acquisition and the Cequel Acquisition. Business combination accounting requires that the assets acquired and liabilities assumed be recorded at their respective estimated fair values at the date of acquisition. The excess purchase price over fair value of the net assets acquired is recorded as goodwill. In determining estimated fair values, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, discount rates, remaining useful lives of long-lived assets, useful lives of identified intangible assets, replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges in certain instances if the asset becomes impaired, and income tax expense or benefit that we report. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain. See Note 3 for a summary of the application of business combination accounting.
Impairment of Long-Lived and Indefinite-Lived Assets
The Company's long-lived and indefinite-lived assets at December 31, 2017 include goodwill of $8,019,861 , other intangible assets of $18,086,535 ( $13,020,081 of which are indefinite-lived intangible assets), and $6,023,826 of property, plant and equipment. Such assets accounted for approximately 92% of the Company's consolidated total assets. Goodwill and identifiable indefinite-lived intangible assets, which primarily represent the Company's cable television franchises are tested annually for impairment during the fourth quarter ("annual impairment test date") and upon the occurrence of certain events or substantive changes in circumstances.
The Company is operated as three reporting units for the goodwill impairment test and two units of accounting for the indefinite-lived asset impairment test. We assess qualitative factors and other relevant events and circumstances that affect the fair value of the reporting unit and its identifiable indefinite-lived intangible assets, such as:

•	macroeconomic conditions; 	

•	industry and market conditions; 	

•	cost factors; 	

28

		
•	overall financial performance; 	

•	changes in management, strategy or customers; 	

•	relevant specific events such as a change in the carrying amount of net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit or unit of accounting; and 	

•	sustained decrease in share price, as applicable.	
The Company assesses these qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. This quantitative test is required only if the Company concludes that it is more likely than not that the reporting unit's fair value is less than its carrying amount.
When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the Company is required to determine goodwill impairment using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination.
The Company assesses the qualitative factors discussed above to determine whether it is necessary to perform the one-step quantitative identifiable indefinite-lived intangible assets impairment test. This quantitative test is required only if the Company concludes that it is more likely than not that a unit of accounting's fair value is less than its carrying amount. When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the impairment test for identifiable indefinite-lived intangible assets requires a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. At December 31, 2017 the Company had indefinite-lived cable television franchises of $13,020,081 ( $8,113,575 at Cablevision and $4,906,506 at Cequel), reflecting 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 franchise rights currently held by the Company.
For other long-lived assets, including intangible assets that are amortized such as customer relationships and trade names, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.
In assessing the recoverability of the Company's goodwill and other long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. 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 and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimates of fair value are primarily determined using discounted cash flows and comparable market transactions. These valuations are based on estimates and assumptions including projected future cash flows, discount rate, determination of appropriate market comparables and determination of whether a premium or discount should be applied to comparables. These valuations also include assumptions for average annual revenue per customer, number of homes passed, operating margin and market penetration as a percentage of homes passed, among other assumptions. Further, the projected cash flow assumptions consider contractual relationships, customer attrition, eventual development of new technologies and market competition. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived assets.
During the fourth quarter of 2017, the Company assessed the qualitative factors described above to determine whether it was necessary to perform the two-step quantitative goodwill impairment test and concluded that it was not more likely than not that the reporting unit's fair value was less than its carrying amount. The Company also assessed

29

these qualitative factors to determine whether it was necessary to perform the one-step quantitative identifiable indefinite-lived intangible assets impairment test and concluded that it was not more likely than not that the unit of accounting's fair value was less than its carrying amount.
Plant and Equipment
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's HFC infrastructure, initial placement of the feeder cable to connect a customer that had not been previously connected, and headend facilities are capitalized. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities. The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities. These costs are depreciated over the estimated life of the plant (10 to 25 years) and headend facilities (4 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 necessary to provide broadband, pay television and telephony services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity. These installation costs are amortized over the estimated useful lives of the CPE necessary to provide broadband, pay television and telephony services. In circumstances where CPE tracking is not available, the Company estimates the amount of capitalized installation costs based on whether or not the business or residence had been previously connected to the network. These installation costs are depreciated over their estimated useful life of 3-5 years. 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.
The estimated useful lives assigned to our property, plant and equipment are reviewed on an annual basis or more frequently if circumstances warrant and such lives are revised to the extent necessary due to changing facts and circumstances. Any changes in estimated useful lives are reflected prospectively.
Refer to Note 2 to our consolidated financial statements for a discussion of our accounting policies.
Equity Awards
Certain employees of the Company and its affiliates received awards of units in a carry unit plan of an entity which has an ownership interest in the Company. The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. In addition these units are presented as temporary equity on our consolidated balance sheet at fair value. For carry unit awards granted in 2016, an option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management’s judgment. The equity volatility assumption was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate assumed was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability was based on Finnerty's (2012) average-strike put option model.
For carry unit awards granted in the first and second quarter of 2017, the Company estimated the grant date fair value based on the value established in the Company's IPO.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The primary provision of ASU No. 2018-02 allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 also requires certain disclosures about stranded tax effects. ASU No. 2018‑02 is effective for the Company on January 1, 2019, with early adoption permitted and will be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.

30

In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 is effective for the Company on January 1, 2018 and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company on January 1, 2018 and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance is effective for the Company on January 1, 2018 and will be applied retrospectively. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on its consolidated statements of cash flows.
In February 2016, the FASB issued ASU No. 2016-02, Leases , which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 is effective for the Company on January 1, 2018.  The Company does expect the adoption of ASU No. 2016-01 to have any effect on its consolidated financial statements.

31

Exhibit 99.3

Item 8.	Financial Statements and Supplementary Data	

INDEX TO FINANCIAL STATEMENTS

			
 	 	Page	
Report of Independent Registered Public Accounting Firm	2	
 	 	
ALTICE USA, INC. AND SUBSIDIARIES	 	
 	 	 	
Consolidated Financial Statements	 	
 	 	 	
 	Consolidated Balance Sheets - December 31, 2017 and 2016	3	
 	 	 	
 	Consolidated Statements of Operations - years ended December 31, 2017 and 2016	5	
 	 	 	
 	Consolidated Statements of Comprehensive Income - years ended December 31, 2017 and 2016	6	
 	 	 	
 	Consolidated Statements of Stockholders' Equity - years ended December 31, 2017 and 2016	7	
 	 	 	
 	Consolidated Statements of Cash Flows - years ended December 31, 2017 and 2016	9	
 	 	 	
Notes to Consolidated Financial Statements	11	

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Altice USA, Inc.:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Altice USA, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2017, 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, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Company Formation, Altice Technical Services (ATS) Acquisition, and Change in Accounting Policies
The Company was incorporated on September 14, 2015 and had no operations of its own other than the issuance of debt prior to the contribution of Cequel Corporation on June 9, 2016 by Altice N.V. The results of operations of Cequel Corporation for the year ended December 31, 2016 have been included in the results of operations of the Company for the same period as Cequel Corporation was under common control with the Company throughout 2016.
As discussed in Notes 1 and 20 to the consolidated financial statements, a substantial portion of the Company’s technical workforce at the Cablevision and Cequel segments became employees of ATS in the second and fourth quarters of 2017, respectively. Subsequent to December 31, 2017 the Company acquired 100% of ATS. As a result of the acquisition of ATS, an entity under common control, the Company has retroactively consolidated the results of operations and related assets and liabilities of ATS for all periods ATS was under common control.
As discussed in Note 20, the Company adopted ASC 606 - Revenue from Contracts with Customers and ASU No. 2017-07 Compensation - Retirement Benefits (Topic 715).
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. 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.
/s/ KPMG LLP

We have served as the Company’s auditor since 2016.

New York, NY
March 6, 2018, except for Note 20, which is as of May 21, 2018

2

	
								
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2017 and 2016
(In thousands)
(See Note 20)	
 	 	 	 	
ASSETS	 	 	 	
 	 	 	 	
 	December 31, 2017	 	December 31, 2016	
 	 	 	 	
Current Assets:	 	 	 	
Cash and cash equivalents	$	329,848		 	$	486,792		
Restricted cash	252		 	16,301		
Accounts receivable, trade (less allowance for doubtful accounts of $13,420 and $11,677)	370,765		 	349,626		
Prepaid expenses and other current assets	130,425		 	102,219		
Amounts due from affiliates	19,764		 	22,182		
Investment securities pledged as collateral	—		 	741,515		
Derivative contracts	52,545		 	352		
Total current assets	903,599		 	1,718,987		
Property, plant and equipment, net of accumulated depreciation of $2,599,579 and $1,039,297	6,023,826		 	6,597,635		
Investment in affiliates	930		 	5,606		
Investment securities pledged as collateral	1,720,357		 	741,515		
Derivative contracts	—		 	10,604		
Other assets	56,974		 	58,806		
Amortizable customer relationships, net of accumulated amortization of $1,409,021 and $580,276	4,561,863		 	5,345,608		
Amortizable trade names, net of accumulated amortization of $588,574 and $83,397	478,509		 	983,386		
Other amortizable intangibles, net of accumulated amortization of $10,978 and $3,093	26,082		 	23,650		
Indefinite-lived cable television franchises	13,020,081		 	13,020,081		
Goodwill	8,019,861		 	7,992,700		
Total assets	$	34,812,082		 	$	36,498,578		
See accompanying notes to consolidated financial statements.

3

ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
December 31, 2017 and 2016
(In thousands, except share and per share amounts)
     (See Note 20)	
								
LIABILITIES AND STOCKHOLDERS' EQUITY	December 31, 2017	 	December 31, 2016	
Current Liabilities:	 	 	 	
Accounts payable	$	795,128		 	$	705,672		
Accrued liabilities:	 	 	 		
Interest	397,422		 	576,778		
Employee related costs	147,727		 	232,864		
Other accrued expenses	411,988		 	352,315		
Amounts due to affiliates	10,998		 	127,363		
Deferred revenue	111,197		 	101,794		
Liabilities under derivative contracts	52,545		 	13,158		
Collateralized indebtedness	—		 	622,332		
Credit facility debt	42,650		 	33,150		
Senior notes and debentures	507,744		 	926,045		
Capital lease obligations	9,539		 	15,013		
Notes payable	33,424		 	5,427		
Total current liabilities	2,520,362		 	3,711,911		
Defined benefit plan obligations	103,163		 	84,106		
Notes payable to affiliates and related parties	—		 	1,750,000		
Other liabilities	144,289		 	113,485		
Deferred tax liability	4,769,286		 	7,971,500		
Liabilities under derivative contracts	187,406		 	78,823		
Collateralized indebtedness	1,349,474		 	663,737		
Credit facility debt	4,600,873		 	3,411,640		
Senior guaranteed notes	2,291,185		 	2,289,494		
Senior notes and debentures	13,061,503		 	14,291,786		
Capital lease obligations	12,441		 	13,142		
Notes payable	32,478		 	8,299		
Deficit investments in affiliates	3,579		 	—		
Total liabilities	29,076,039		 	34,387,923		
Commitments and contingencies			 			
Redeemable equity	231,290		 	68,147		
Stockholders' Equity:	 	 	 	
Preferred stock, $.01 par value, 100,000,000 shares authorized, no shares issued and outstanding at December 31, 2017	—		 	—		
Class A common stock: $0.01 par value, 4,000,000,000 shares authorized, 246,982,292 issued and outstanding at December 31, 2017	2,470		 	—		
Class B common stock: $0.01 par value, 1,000,000,000 shares authorized, 490,086,674 issued and outstanding at December 31, 2017	4,901		 	—		
Class C common stock: $0.01 par value, 4,000,000,000 shares authorized, no shares issued and outstanding at December 31, 2017	—		 	—		
Common stock, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding at December 31, 2016	—		 	—		
Paid-in capital	4,665,229		 	3,003,554		
Retained earnings (accumulated deficit)	840,636		 	(963,312	)	
 	5,513,236		 	2,040,242		
Accumulated other comprehensive income (loss)	(10,022	)	 	1,979		
Total stockholders' equity	5,503,214		 	2,042,221		
Noncontrolling interest	1,539		 	287		
Total stockholders' equity	5,504,753		 	2,042,508		
 	$	34,812,082		 	$	36,498,578		
See accompanying notes to consolidated financial statements.

4

ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2017 and 2016
(In thousands, except per share amounts)
(See Note 20)	
								
 	2017	 	2016	
Revenue (including revenue from affiliates of $1,100 and $1,086, respectively) (See Note 14)	$	9,306,950		 	$	6,017,212		
Operating expenses:	 	 	 	
Programming and other direct costs (including charges from affiliates of $4,176 and $1,947, respectively) (See Note 14)	3,035,655		 	1,911,230		
Other operating expenses (including charges from affiliates of $33,140 and $18,854, respectively) (See Note 14)	2,347,315		 	1,702,472		
Restructuring and other expense	152,401		 	240,395		
Depreciation and amortization (including impairments)	2,930,571		 	1,700,306		
 	8,465,942		 	5,554,403		
Operating income	841,008		 	462,809		
Other income (expense):	 	 	 	
Interest expense (including interest expense to affiliates and related parties of $90,405 and $112,712, respectively) (See Note 14)	(1,603,132	)	 	(1,456,541	)	
Interest income	1,921		 	13,811		
Gain on investments, net	237,354		 	141,896		
Loss on derivative contracts, net	(236,330	)	 	(53,696	)	
Gain (loss) on interest rate swap contracts	5,482		 	(72,961	)	
Loss on extinguishment of debt and write-off of deferred financing costs (including $513,723 related to affiliates and related parties in 2017) (See Note 14)	(600,240	)	 	(127,649	)	
Other income (expense), net	(13,651	)	 	1,186		
 	(2,208,596	)	 	(1,553,954	)	
Loss before income taxes	(1,367,588	)	 	(1,091,145	)	
Income tax benefit	2,862,352		 	259,666		
Net income (loss)	1,494,764		 	(831,479	)	
Net loss (income) attributable to noncontrolling interests	(1,587	)	 	(551	)	
Net income (loss) attributable to Altice USA, Inc. stockholders	$	1,493,177		 	$	(832,030	)	
Income (loss) per share:	 	 	 	
Basic income (loss) per share	$	2.15		 	$	(1.28	)	
Basic weighted average common shares (in thousands)	696,055		 	649,525		
 	 	 	 	
Diluted income (loss) per share:	$	2.15		 	$	(1.28	)	
Diluted weighted average common shares (in thousands)	696,055		 	649,525		
Cash dividends declared per common share	$	1.29		 	$	0.69		

See accompanying notes to consolidated financial statements.

5

ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years ended December 31, 2017 and 2016
(In thousands)
(See Note 20)

 	2017	 	2016	
 	 	 	 	
Net income (loss)	$	1,494,764		 	$	(831,479	)	
Other comprehensive income (loss):	 	 	 	
Defined benefit pension plans:	 	 	 	
Unrecognized actuarial gain (loss)	(18,632	)	 	3,452		
Applicable income taxes	7,441		 	(1,381	)	
Unrecognized gain (loss) arising during period, net of income taxes	(11,191	)	 	2,071		
Curtailment loss, net of settlement losses of $1,845 for 2017 included in net periodic benefit cost	(1,350	)	 	(154	)	
Applicable income taxes	540		 	62		
Curtailment loss, net of settlement losses included in net periodic benefit cost, net of income taxes	(810	)	 	(92	)	
Other comprehensive gain (loss)	(12,001	)	 	1,979		
Comprehensive income (loss)	1,482,763		 	(829,500	)	
Comprehensive income attributable to noncontrolling interests	(1,587	)	 	(551	)	
Comprehensive Income (loss) attributable to Altice USA, Inc. stockholders	$	1,481,176		 	$	(830,051	)	

See accompanying notes to consolidated financial statements.

6

	
																												
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2017 and 2016
(In thousands)
(See Note 20)	
 	
Class A
Common
Stock	 	Paid-in
Capital	 	Accumulated
Deficit	 	Accumulated
Other
Comprehensive
Income	 	Total
Stockholders'
Equity	 	Non-controlling
Interest	 	Total
Equity	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2016	$	—		 	$	2,252,028		 	$	(143,948	)	 	$	—		 	$	2,108,080		 	$	—		 	$	2,108,080		
Impact of change in accounting policy in connection with the adoption of ASU No. 2014-09	—		 	—		 	12,666		 	—		 	12,666		 	—		 	12,666		
Balance at January 1, 2016, as adjusted	—		 	2,252,028		 	(131,282	)	 	—		 	2,120,746		 	—		 	2,120,746		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss attributable to stockholders	—		 	—		 	(832,030	)	 	—		 	(832,030	)	 	—		 	(832,030	)	
Noncontrolling interests acquired	—		 	—		 	—		 	—		 	—		 	(264	)	 	(264	)	
Net income attributable to noncontrolling interests	—		 	—		 	—		 	—		 	—		 	551		 	551		
Pension liability adjustments, net of income taxes	—		 	—		 	—		 	1,979		 	1,979		 	—		 	1,979		
Share-based compensation expense	—		 	14,368		 	—		 	—		 	14,368		 	—		 	14,368		
Change in fair value of redeemable equity	—		 	(68,148	)	 	—		 	—		 	(68,148	)	 	—		 	(68,148	)	
Contributions from stockholders	—		 	1,246,499		 	—		 	—		 	1,246,499		 	—		 	1,246,499		
Distributions to stockholders	—		 	(445,176	)	 	—		 	—		 	(445,176	)	 	—		 	(445,176	)	
Excess tax benefit on share-based awards	—		 	31		 	—		 	—		 	31		 	—		 	31		
Tax impact related to the Newsday Holdings, LLC transactions	—		 	3,952		 	—		 	—		 	3,952		 	—		 	3,952		
Balance at December 31, 2016	$	—		 	$	3,003,554		 	$	(963,312	)	 	$	1,979		 	$	2,042,221		 	$	287		 	$	2,042,508		

7

	
																																
ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (continued)
Years ended December 31, 2017 and 2016
(In thousands)
(See Note 20)	
 	
Class A
Common
Stock	 	
Class B
Common
Stock	 	Paid-in
Capital	 	Retained Earnings (Accumulated
Deficit)	 	Accumulated
Other
Comprehensive
Income	 	Total
Stockholders'
Equity	 	Non-controlling
Interest	 	Total
Equity	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at January 1, 2017	$	—		 	$	—		 	$	3,003,554		 	$	(963,312	)	 	$	1,979		 	$	2,042,221		 	$	287		 	$	2,042,508		
Net income attributable to stockholders	—		 	—		 	—		 	1,493,177		 	—		 	1,493,177		 	—		 	1,493,177		
Net income attributable to noncontrolling interests	—		 	—		 	—		 	—		 	—		 	—		 	1,587		 	1,587		
Pension liability adjustments, net of income taxes	—		 	—		 	—		 	—		 	(12,001	)	 	(12,001	)	 	—		 	(12,001	)	
Share-based compensation expense	—		 	—		 	57,430		 	—		 	—		 	57,430		 	—		 	57,430		
Change in redeemable equity	—		 	—		 	(163,142	)	 	—		 	—		 	(163,142	)	 	—		 	(163,142	)	
Contributions from stockholders	—		 	—		 	51,135		 	—		 	—		 	51,135		 	—		 	51,135		
Receivable from parent	—		 	—		 	(50,000	)	 	 	 	 	 	(50,000	)	 	 	 	(50,000	)	
Distributions to stockholders/non-controlling interest	—		 	—		 	(839,700	)	 	—		 	—		 	(839,700	)	 	(335	)	 	(840,035	)	
Recognition of previously unrealized excess tax benefits related to share-based awards in connection with the adoption of ASU 2016-09	—		 	—		 	—		 	310,771		 	—		 	310,771		 	—		 	310,771		
Issuance of common stock pursuant to organizational transactions prior to IPO	2,349		 	4,901		 	2,257,002		 	—		 	—		 	2,264,252		 	—		 	2,264,252		
Issuance of common stock pursuant to IPO	121		 	—		 	348,950		 	—		 	—		 	349,071		 	—		 	349,071		
Balance at December 31, 2017	$	2,470		 	$	4,901		 	$	4,665,229		 	$	840,636		 	$	(10,022	)	 	$	5,503,214		 	$	1,539		 	$	5,504,753		

See accompanying notes to consolidated financial statements.

8

ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2017 and 2016
(In thousands)
(See Note 20)	
								
 	2017	 	2016	
Cash flows from operating activities:	 	 	 	
Net income (loss)	$	1,494,764		 	$	(831,479	)	
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	 	 	 	
Depreciation and amortization (including impairments)	2,930,571		 	1,700,306		
Impairment of assets included in restructuring charges	—		 	2,445		
Gain on sale of affiliate interests	—		 	(206	)	
Equity in net loss of affiliates	10,040		 	1,132		
Gain on investments, net	(237,354	)	 	(141,896	)	
Loss on derivative contracts, net	236,330		 	53,696		
Loss on extinguishment of debt and write-off of deferred financing costs	600,240		 	127,649		
Amortization of deferred financing costs and discounts (premiums) on indebtedness	31,046		 	27,799		
Settlement loss related to pension plan	1,845		 	3,298		
Share-based compensation expense	57,430		 	14,368		
Deferred income taxes	(2,880,154	)	 	(263,989	)	
Excess tax benefit on share-based awards	—		 	(31	)	
Provision for doubtful accounts	74,183		 	53,249		
Change in assets and liabilities, net of effects of acquisitions and dispositions:	 	 	 	
Accounts receivable, trade	(89,683	)	 	(58,760	)	
Other receivables	(12,835	)	 	9,413		
Prepaid expenses and other assets	(7,426	)	 	56,395		
Amounts due from and due to affiliates	(34,326	)	 	41,351		
Accounts payable	73,888		 	(11,814	)	
Accrued liabilities	(241,701	)	 	312,871		
Deferred revenue	12,310		 	9,835		
Liabilities related to interest rate swap contracts	(921	)	 	78,823		
Net cash provided by operating activities	2,018,247		 	1,184,455		
Cash flows from investing activities:	 	 	 		
Payment for acquisition, net of cash acquired	(46,703	)	 	(8,988,774	)	
Net proceeds from sale of affiliate interests	—		 	13,825		
Capital expenditures	(951,349	)	 	(625,541	)	
Proceeds related to sale of equipment, including costs of disposal	9,743		 	5,885		
Increase in other investments	(4,773	)	 	(4,608	)	
Settlement of put-call options	(97,410	)	 	—		
Additions to other intangible assets	(1,707	)	 	(106	)	
Net cash used in investing activities	(1,092,199	)	 	(9,599,319	)	

9

ALTICE USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years ended December 31, 2017 and 2016
(In thousands)
(See Note 20)	
								
 	2017	 	2016	
Cash flows from financing activities:	 	 	 	
Proceeds from credit facility debt	$	5,593,675		 	$	5,510,256		
Repayment of credit facility debt	(4,411,581	)	 	(9,133,543	)	
Proceeds from notes payable to affiliates and related parties	—		 	1,750,000		
Issuance of senior notes	—		 	1,310,000		
Proceeds from collateralized indebtedness	838,794		 	179,388		
Repayment of collateralized indebtedness and related derivative contracts	(831,059	)	 	(143,102	)	
Distributions to stockholders	(919,317	)	 	(365,559	)	
Repayment of senior notes, including premiums and fees	(1,729,400	)	 	—		
Proceeds from notes payable	33,733		 	—		
Excess tax benefit on share-based awards	—		 	31		
Principal payments on capital lease obligations	(15,157	)	 	(18,837	)	
Additions to deferred financing costs	(8,600	)	 	(203,712	)	
Proceeds from IPO, net of fees	349,071		 	—		
Contributions from stockholders	1,135		 	1,246,499		
Distributions to noncontrolling interests, net	(335	)	 	—		
Net cash provided by (used in) financing activities	(1,099,041	)	 	131,421		
Net decrease in cash and cash equivalents	(172,993	)	 	(8,283,443	)	
Cash, cash equivalents and restricted cash at beginning of year	503,093		 	8,786,536		
Cash, cash equivalents and restricted cash at end of year	$	330,100		 	$	503,093		

See accompanying notes to consolidated financial statements.

10

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
(Unaudited)
(See Note 20)

NOTE 1.    DESCRIPTION OF BUSINESS AND RELATED MATTERS
The Company and Related Matters
Altice USA, Inc. ("Altice USA" or the "Company") was incorporated in Delaware on September 14, 2015 . As of December 31, 2017 , Altice USA is majority‑owned by Altice N.V., a public company with limited liability (naamloze vennootshcap) under Dutch law. Upon the completion of the Altice N.V. distribution discussed below, the Company will no longer be majority-owned by Altice N.V.
The Company provides broadband communications and video services in the United States. It delivers broadband, pay television, telephony services, proprietary content and advertising services to residential and business customers.
Altice N.V., through a subsidiary, acquired Cequel Corporation ("Cequel" or "Suddenlink") on December 21, 2015 and Cequel was contributed to Altice USA on June 9, 2016 . Altice USA had no operations of its own other than the issuance of debt prior to the contribution of Cequel on June 9, 2016 by Altice N.V. The results of operations of Cequel for the year ended December 31, 2016 have been included in the results of operations of Altice USA for the same periods, as Cequel was under common control with Altice USA.
Altice USA acquired Cablevision Systems Corporation ("Cablevision" or "Optimum") on June 21, 2016 (see discussion below) and the results of operations of Cablevision are included with the results of operations of Cequel for the year ended December 31, 2017 . The year ended December 31, 2016 operating results include the operating results of Cablevision from the date of acquisition, June 21, 2016.
The accompanying combined consolidated financial statements ("consolidated financial statements") include the accounts of the Company and all subsidiaries in which the Company has a controlling interest and gives effect to the ATS Acquisition discussed below. All significant inter-company accounts and transactions have been eliminated in consolidation.
The accompanying consolidated financial statements also reflect the retrospective adoption of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers and ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). See Note 20 for further details of the impact on the Company's historical financial statements.
The Company classifies its operations into two reportable segments: Cablevision, which operates in the New York metropolitan area, and Cequel, which principally operates in markets in the south‑central United States.
Acquisition of Altice Technical Services US Corp
ATS was formed to provide network construction and maintenance services and commercial and residential installations, disconnections, and maintenance. In the second quarter of 2017, the Company entered into an Independent Contractor Agreement with ATS that governs the terms of the services described above. The Company believes the services it receives from ATS will be of higher quality and at a lower cost than the Company could achieve without ATS, including for the construction of our new fiber-to-the home ("FTTH") network. The Company also entered into a Transition Services Agreement for the use of the Company's resources to provide various overhead functions to ATS, including accounting, legal and human resources and for the use of certain facilities, vehicles and technician tools during a transitional period that generally ended on December 31, 2017, although the term can be extended on a service-by-service basis. The Transition Services Agreement requires ATS to reimburse the Company for its cost to provide such services.
In January 2018, the Company acquired 70% of the equity interests in Altice Technical Services US Corp. ("ATS") for $1.00 (the "ATS Acquisition") and the Company became the owner of 100% of the equity interests in ATS in March 2018. ATS was previously owned by Altice N.V. and a member of ATS's management through a holding company. As the acquisition is a combination of businesses under common control, the Company combined the results of operations and related assets and liabilities of ATS for all periods since its formation. See Note 20 for the impact of the ATS Acquisition on the Company's consolidated balance sheet and statement of operations as of and for the year ended December 31, 2017. In connection with the ATS Acquisition, the Company recorded goodwill of $23,101 , representing the amount previously transferred to ATS.

11

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

Initial Public Offering
In June 2017, the Company completed its initial public offering ("IPO") of 71,724,139 shares of its Class A common stock ( 12,068,966 shares sold by the Company and 59,655,173 shares sold by existing stockholders) at a price to the public of $30.00 per share, including the underwriters full exercise of their option to purchase 7,781,110 shares to cover overallotments. At the date of the IPO, Altice N.V. owned approximately 70.2% of the Company's issued and outstanding common stock, which represented approximately 98.2% of the voting power of the Company's outstanding common stock. The Company’s Class A common stock began trading on June 22, 2017, on the New York Stock Exchange under the symbol "ATUS".
In connection with the sale of its Class A common stock, the Company received proceeds of approximately $362,069 , before deducting the underwriting discount and expenses directly related to the issuance of the securities of $12,998 . The Company did not receive any proceeds from the sale of shares by the selling stockholders. In July 2017, the Company used approximately $350,120 of the proceeds to fund the redemption of $315,779 principal amount of 10.875% senior notes that mature in 2025 issued by CSC Holdings, an indirect wholly-owned subsidiary of the Company, and the related call premium of approximately $34,341 .
The following organizational transactions were consummated prior to the IPO:

•	the Company amended and restated its certificate of incorporation to, among other things, provide for Class A common stock, Class B common stock and Class C common stock;	

•	BC Partners LLP ("BCP") and Canada Pension Plan Investment Board (‘‘CPPIB and together with BCP, the‘‘Co-Investors’’) and Uppernext S.C.S.p. ("Uppernext"), an entity controlled by Mr. Patrick Drahi (founder and controlling stockholder of Altice N.V.), exchanged their indirect ownership interest in the Company for shares of the Company’s common stock;	

•	Neptune Management LP (‘‘Management LP’’) redeemed its Class B units for shares of the Company’s common stock that it received from the redemption of its Class B units in Neptune Holding US LP;	

•	the Company converted $525,000 aggregate principal amount of notes issued by the Company to the Co-Investors (together with accrued and unpaid interest and applicable premium) into shares of the Company’s common stock at the IPO price (see Note 9 for further details);	

•	$1,225,000 aggregate principal amount of notes issued by the Company to a subsidiary of Altice N.V. (together with accrued and unpaid interest and applicable premium) was transferred to CVC 3 B.V., an indirect subsidiary of Altice N.V. ("CVC 3") and then the Company converted such notes into shares of the Company’s common stock at the IPO price (see Note 9 for further details);	

•	the Co-Investors, Neptune Holding US LP, A4 S.A. (an entity controlled by the family of Mr. Drahi), and former Class B unitholders of Management LP (including Uppernext) exchanged shares of the Company’s common stock for new shares of the Company’s Class A common stock; and	

•	CVC 3 and A4 S.A. exchanged shares of the Company’s common stock for new shares of the Company’s Class B common stock.	
Acquisition of Cablevision Systems Corporation
On June 21, 2016 (the "Cablevision Acquisition Date"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 16, 2015 , by and among Cablevision, Altice N.V., Neptune Merger Sub Corp., a wholly-owned subsidiary of Altice N.V. ("Merger Sub"), Merger Sub merged with and into Cablevision, with Cablevision surviving the merger (the "Cablevision Acquisition").
In connection with the Cablevision Acquisition, each outstanding share of the Cablevision NY Group Class A common stock, par value $0.01 per share ("CNYG Class A Shares"), and Cablevision NY Group Class B common stock, par value $0.01 per share ("CNYG Class B Shares", and together with the CNYG Class A Shares, the "Shares"), and together with the Cablevision NY Group Class A common stock, the "Shares" other than Shares owned by Cablevision, Altice N.V. or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties in a fiduciary capacity, received $34.90 in cash without interest, less applicable tax withholdings (the "Cablevision Acquisition Consideration").

12

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

Pursuant to an agreement, dated December 21, 2015 , by and among CVC 2 B.V., CIE Management IX Limited, for and on behalf of the limited partnerships BC European Capital IX-1 through 11 and Canada Pension Plan Investment Board, certain affiliates of BCP and CPPIB (the "Co-Investors") funded approximately $1,000,000 toward the payment of the aggregate Per Share Cablevision Acquisition Consideration, and indirectly acquired approximately 30% of the Shares of Cablevision.
Also in connection with the Cablevision Acquisition, outstanding equity-based awards granted under Cablevision’s equity plans were cancelled and converted into cash based upon the $34.90 per Share Cablevision Acquisition Consideration in accordance with the original terms of the awards. The total consideration for the outstanding CNYG Class A Shares, the outstanding CNYG Class B Shares, and the equity-based awards amounted to $9,958,323 .
In connection with the Cablevision Acquisition, in October 2015, Neptune Finco Corp. ("Finco"), an indirect wholly-owned subsidiary of Altice N.V. formed to complete the financing described herein and the merger with CSC Holdings, LLC ("CSC Holdings"), a wholly-owned subsidiary of Cablevision, borrowed an aggregate principal amount of $3,800,000 under a term loan facility (the "Term Credit Facility") and entered into revolving loan commitments in an aggregate principal amount of $2,000,000 (the "Revolving Credit Facility" and, together with the Term Credit Facility, the "Credit Facilities").
Finco also issued $1,800,000 aggregate principal amount of 10.125% senior notes due 2023 (the "2023 Notes"), $2,000,000 aggregate principal amount of 10.875% senior notes due 2025 (the "2025 Notes"), and $1,000,000 aggregate principal amount of 6.625% senior guaranteed notes due 2025 (the "2025 Guaranteed Notes") (collectively the "Cablevision Acquisition Notes").
On June 21, 2016 , immediately following the Cablevision Acquisition, Finco merged with and into CSC Holdings, with CSC Holdings surviving the merger (the "CSC Holdings Merger"), and the Cablevision Acquisition Notes and the Credit Facilities became obligations of CSC Holdings.
On June 21, 2016 , in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000 , of which $875,000 bore interest at 10.75% and $875,000 bore interest at 11% . See Note 9 for a discussion regarding the conversion of these notes payable to shares of the Company's common stock prior to the consummation of the IPO.
The Cablevision Acquisition was accounted for as a business combination in accordance with ASC Topic 805. Accordingly, the Company stepped up 100% of the assets and liabilities assumed to their fair value at the Cablevision Acquisition Date. See Note 3 for further details.
Acquisition of Cequel Corporation
On December 21, 2015 , Altice N.V., though a subsidiary, acquired approximately 70% of the total outstanding equity interests in Cequel (the "Cequel Acquisition") from the direct and indirect stockholders of Cequel Corporation (the "Sellers"). The consideration for the acquired equity interests, which was based on a total equity valuation for 100% of the capital and voting rights of Cequel, was $3,973,528 , including $2,797,928 of cash consideration, $675,600 of retained equity held by entities affiliated with BC Partners and CPPIB and $500,000 funded by the issuance by an affiliate of Altice N.V. of a senior vendor note that was subscribed by entities affiliated with BC Partners and CPPIB. Following the closing of the Cequel Acquisition, entities affiliated with BC Partners and CPPIB retained a 30% equity interest in a parent entity of the Company. In addition, the carried interest plans of the stockholders were cashed out whereby payments were made to participants in such carried interest plans, including certain officers and directors of Cequel.
Altice N.V. Distribution
On January 8, 2018, Altice N.V. announced plans for the separation of the Company from Altice N.V. Altice N.V. will distribute substantially all of its equity interest in the Company through a distribution in kind to holders of Altice N.V.'s common shares A and common shares B (the “Distribution”). Following the Distribution, Altice N.V. will no longer own a controlling equity interest in the Company, and the Company will operate independently from Altice N.V.
The implementation of the Distribution is expected to be subject to certain conditions precedent being satisfied or waived. Although Altice N.V. and the Company have not yet negotiated the final terms of the Distribution and related transactions, the Company expects that the following will be conditions to the Distribution:

13

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

		
•	Approval of Altice N.V. shareholders of (i) the distribution in kind and (ii) the board resolution approving the change in identity and character of the business of Altice N.V. resulting from the Distribution;	

•	Receipt of certain U.S. regulatory approvals, which could take up to 180 days;	

•	This Registration Statement filed on January 8, 2018 being declared effective by the U.S. Securities and Exchange Commission (the ‘‘Commission’’);	

•	The entry into the Master Separation Agreement and the entry into, amendments to or termination of various arrangements between Altice N.V. and the Company, such as a license to use the Altice brand, the stockholders’ agreement among Altice USA, Altice N.V. and certain other parties and the management agreement pursuant to which the Company pays a quarterly management fee to Altice N.V.; and	

•	The declaration and payment of a one-time $1.5 billion dividend to Altice USA stockholders as of a record date prior to the Distribution (the ‘‘Pre-Distribution Dividend’’).	
Prior to Altice N.V.'s announcement of the Distribution, the Board of Directors of Altice USA, acting through its independent directors, approved in principle the payment of the Pre-Distribution Dividend to all shareholders immediately prior to completion of the separation. Formal approval of the Pre-Distribution Dividend and setting of a record date are expected to occur in the second quarter of 2018. The payment of the Pre-Distribution Dividend will be funded with available Cablevision revolving facility capacity and available cash from new financings, completed in January 2018, at CSC Holdings LLC, a wholly-owned subsidiary of Cablevision. In addition, the Board of Directors of Altice USA has authorized a share repurchase program of $2.0 billion , effective following completion of the separation.
In connection with the Distribution, it is expected that the Management Advisory and Consulting Services Agreement with Altice N.V. which provides certain consulting, advisory and other services will be terminated. Compensation under the terms of the agreement is an annual fee of $30,000 paid by the Company.
NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of Significant Accounting Policies
Revenue Recognition
Residential Services
The Company derives revenue through monthly charges to residential customers of its pay television, broadband, and telephony services, including installation services. In addition, the Company derives revenue from digital video recorder ("DVR"), video-on-demand ("VOD"), pay‑per‑view, and home shopping commissions which are reflected in "Residential pay TV" revenues. The Company recognizes pay television, broadband, and telephony revenues as the services are provided to a customer on a monthly basis. Revenue from the sale of bundled services at a discounted rate is allocated to each product based on the standalone selling price of each performance obligation within the bundled offer. The standalone selling price requires judgment and is typically determined based on the current prices at which the separate services are sold by the Company. Installation revenue for the Company's residential services is deferred and recognized over the benefit period, which is estimated to be less than one year. The estimated benefit period takes into account both quantitative and qualitative factors including the significance of average installation fees to total recurring revenue per customer.
The Company is assessed non-income related taxes by governmental authorities, including franchising authorities (generally under multi-year agreements), and collects such taxes from its customers.  In instances where the tax is being assessed directly on the Company, amounts paid to the governmental authorities are recorded as programming and other direct costs and amounts received from the customers are recorded as revenue. For the years ended December 31, 2017 and 2016, the amount of franchise fees and certain other taxes and fees included as a component of revenue aggregated $259,075 and $154,732 , respectively.
Business and Wholesale Services
The Company derives revenue from the sale of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, and pay television services reflected in "Business services and wholesale" revenues. The Company's business services also include Ethernet, data transport, and IP-based virtual private networks.

14

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The Company also provides managed services to businesses, including hosted telephony services (cloud based SIP-based private branch exchange), managed Wi-Fi, managed desktop and server backup and managed collaboration services including audio and web conferencing. The Company also offers fiber-to-the-tower services to wireless carriers for cell tower backhaul and enable wireline communications service providers to connect to customers that their own networks do not reach. The Company recognizes revenues for these services as the services are provided to a customer on a monthly basis.
Substantially all of our SMB customers are billed monthly and large enterprise customers are billed in accordance with the terms of their contracts which is typically also on a monthly basis. Contracts with large enterprise customers typically range from three to five years. Installation revenue related to our large enterprise customers is deferred and recognized over the average contract term. Installation revenue related to SMB customers is deferred and recognized over the benefit period, which is less than a year. The estimated benefit period for SMB customers takes into account both quantitative and qualitative factors including the significance of average installation fees to total recurring revenue per customer.
Advertising
As part of the agreements under which the Company acquires pay television programming, the Company typically receives an allocation of scheduled advertising time during such programming into which the Company's cable systems can insert commercials. In several of the markets in which the Company operates, it has entered into agreements commonly referred to as interconnects with other cable operators to jointly sell local advertising. In some of these markets, the Company represents the advertising sales efforts of other cable operators; in other markets, other cable operators represent the Company. Advertising revenues are recognized when commercials are aired. Arrangements in which the Company controls the sale of advertising and acts as the principal to the transaction, the Company recognizes revenue earned from the advertising customer on a gross basis and the amount remitted to the distributor as an operating expense. Arrangements in which the Company does not control the sale of advertising and acts as an agent to the transaction, the Company recognizes revenue net of any fee remitted to the distributor.
The Company's advanced advertising businesses provide data-driven, audience-based advertising solutions using advanced analytics tools that provide granular measurement of consumer groups, accurate hyper-local ratings and other insights into target audience behavior not available through traditional sample-based measurement services. Revenue earned from the Company's advanced advertising businesses are recognized when services are provided.
Other
Revenues derived from other sources are recognized when services are provided or events occur.
Contract Assets
Incremental costs incurred in obtaining a contract with a customer are deferred and recorded as a contract asset if the period of benefit is expected to be greater than one year. Sales commissions for enterprise and certain SMB customers are deferred and amortized over the average contract term. For sales commission expenses related to residential and SMB customers with a term of one year or less, the Company is utilizing the practical expedient and is recognizing the costs when incurred.  Cost of fulfilling a contract with a customer are deferred and recorded as a contract asset if they generate or enhance resources of the Company that will be used in satisfying future performance obligations and are expected to be recovered. Installation costs related to residential and SMB customers that are not capitalized as part of the initial deployment of new customer premise equipment are expensed as incurred pursuant to industry-specific guidance.
The following table provides information about contracts assets and contract liabilities related to contracts with customers:

								
 	December 31,	
 	2017	 	2016	
Contract assets (a)	$	24,329		 	$	24,329		
Deferred revenue (b)	117,679		 	103,996		

	

15

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

		
(a)	Contract assets include primarily sales commissions for enterprise customers that are deferred and amortized over the average contract term.	

(b)	Deferred revenue represents payments received from customers for services that have yet to be provided and installation revenue which is deferred and recognized over the benefit period. The majority of the Company's deferred revenue represents payments for services for up to one month in advance from residential and SMB customers which is realized within the following month as services are performed.	
A significant portion of our revenue is derived from residential and SMB customer contracts which are month-to month. As such, the amount of revenue related to unsatisfied performance obligations is not necessarily indicative of the future revenue to be recognized from our existing customer base. Contracts with enterprise customers generally range from three to five years, and services may only be terminated in accordance with the contractual terms.
Multiple-Element Transactions
In the normal course of business, the Company may enter into multiple-element transactions where it is simultaneously both a customer and a vendor with the same counterparty or in which it purchases multiple products and/or services, or settles outstanding items contemporaneously with the purchase of a product or service, from a single counterparty. The Company's policy for accounting for each transaction negotiated contemporaneously is to record each deliverable of the transaction based on its best estimate of selling price in a manner consistent with that used to determine the price to sell each deliverable on a standalone basis.  In determining the fair value of the respective deliverable, the Company will utilize quoted market prices (as available), historical transactions or comparable transactions.
Technical and Operating Expenses
Costs of revenue related to sales of services are classified as "programming and other direct costs" in the accompanying consolidated statements of operations.
Programming Costs
Programming expenses related to the Company's pay television service represent fees paid to programming distributors to license the programming distributed to customers.  This programming is acquired generally under multi-year distribution agreements, with rates usually based on the number of customers that receive the programming.  If there are periods when an existing distribution agreement has expired and the parties have not finalized negotiations of either a renewal of that agreement or a new agreement for certain periods of time, the Company continues to carry and pay for these services until execution of definitive replacement agreements or renewals.  The amount of programming expense recorded during the interim period is based on the Company's estimates of the ultimate contractual agreement expected to be reached, which is based on several factors, including previous contractual rates, customary rate increases and the current status of negotiations.  Such estimates are adjusted as negotiations progress until new programming terms are finalized.
In addition, the Company has received, or may receive, incentives from programming distributors for carriage of the distributors' programming.  The Company generally recognizes these incentives as a reduction of programming costs in "programming and other direct costs", generally over the term of the distribution agreement.
Advertising Expenses
Advertising costs are charged to expense when incurred and are reflected in "other operating expenses" in the accompanying consolidated statements of operations.  Advertising costs amounted to $224,120 and $135,513 for the years ended December 31, 2017 and 2016, respectively.
Share-Based Compensation
Share-based compensation expense is based on the fair value of the portion of share-based payment awards that are ultimately expected to vest. Share-based compensation cost relates to awards of units in a carried unit plan and options.
For carried interest units, the Company measures share-based compensation cost at the grant date fair value and recognizes the expense over the requisite service period or when it is probable any related performance condition will be met. For carried interest units with graded vesting requirement, compensation cost is recognized on an accelerated method under the graded vesting method over the requisite service period for the carried interest unit. Carried interest units that vest entirely at the end of the vesting requirement are expensed on a straight-line basis.

16

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The Company estimated the fair value of carried interest units using an option pricing model. Key inputs that were used in applying the option pricing method were total equity value, equity volatility, risk free rate and time to liquidity event. The estimate of total equity value was determined using a combination of the income approach, which incorporated cash flow projections that were discounted at an appropriate rate, and the market approach, which involved applying a market multiple to the Company’s projected operating results. The Company estimated volatility based on the historical equity volatility of comparable publicly-traded companies. Subsequent to the IPO, such subjective valuations and estimates were no longer necessary as the Company relied on the market price of the Company’s common stock to determine the fair value of share-based compensation awards. See Note 13 to the consolidated financial statements for additional information about our share-based compensation.
For stock option awards, the Company recognizes compensation expense based on the estimated grant date fair value using the Black-Scholes valuation model. For options not subject to performance based vesting conditions, the Company recognizes the compensation expense using a straight-line amortization method.
Income Taxes
The Company's provision for income taxes is based on current period income, changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions.  Deferred tax assets are subject to an ongoing assessment of realizability.  The Company provides deferred taxes for the outside basis difference of its investment in partnerships. 
Cash and Cash Equivalents
The Company's cash investments are placed with money market funds and financial institutions that are investment grade as rated by Standard & Poor's and Moody's Investors Service.  The Company selects money market funds that predominantly invest in marketable, direct obligations issued or guaranteed by the United States government or its agencies, commercial paper, fully collateralized repurchase agreements, certificates of deposit, and time deposits.
The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents.  The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.
Accounts Receivable
Accounts receivable are recorded at net realizable value. The Company periodically assesses the adequacy of valuation allowances for uncollectible accounts receivable by evaluating the collectability of outstanding receivables and general factors such as historical collection experience, length of time individual receivables are past due, and the economic and competitive environment.
Investments
Investment securities and investment securities pledged as collateral are classified as trading securities and are stated at fair value with realized and unrealized holding gains and losses included in net income.
Long-Lived Assets and Amortizable Intangible Assets
Property, plant and equipment, including construction materials, are carried at cost, and include all direct costs and certain indirect costs associated with the construction of cable systems, and the costs of new equipment installations.  Equipment under capital leases is recorded at the present value of the total minimum lease payments.  Depreciation on equipment is calculated on the straight-line basis over the estimated useful lives of the assets or, with respect to equipment under capital leases and leasehold improvements, amortized over the shorter of the lease term or the assets' useful lives and reported in depreciation and amortization (including impairments) in the consolidated statements of operations.
The Company capitalizes certain internal and external costs incurred to acquire or develop internal-use software.  Capitalized software costs are amortized over the estimated useful life of the software and reported in depreciation and amortization.
Customer relationships, trade names and other intangibles established in connection with acquisitions that are finite-lived are amortized in a manner that reflects the pattern in which the projected net cash inflows to the Company are

17

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

expected to occur, such as the sum of the years' digits method, or when such pattern does not exist, using the straight-line basis over their respective estimated useful lives.
The Company reviews its long-lived assets (property, plant and equipment, and intangible assets subject to amortization that arose from acquisitions) for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable.  If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and the value of franchises acquired in purchase business combinations which have indefinite useful lives are not amortized.  Rather, such assets are tested for impairment annually or upon the occurrence of a triggering event.
The Company assesses qualitative factors for its reporting units that carry goodwill.  If the qualitative assessment results in a conclusion that it is more likely than not that the fair value of a reporting unit exceeds the carrying value, then no further testing is performed for that reporting unit.
When the qualitative assessment is not used, or if the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then the impairment analysis for goodwill is performed at the reporting unit level using a two-step approach.  The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill utilizing an enterprise-value based premise approach.  If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of goodwill impairment loss, if any.  The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.  If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.  The implied fair value of goodwill is determined in the same manner as the amount of goodwill which would be recognized in a business combination.
The Company assesses qualitative factors to determine whether it is necessary to perform the one-step quantitative identifiable indefinite-lived intangible assets impairment test.  This quantitative test is required only if the Company concludes that it is more likely than not that a unit of accounting’s fair value is less than its carrying amount.  When the qualitative assessment is not used, or if the qualitative assessment is not conclusive, the impairment test for other intangible assets not subject to amortization requires a comparison of the fair value of the intangible asset with its carrying value.  If the carrying value of the indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Deferred Financing Costs
Deferred financing costs are being amortized to interest expense using the effective interest method over the terms of the related debt.
Derivative Financial Instruments
The Company accounts for derivative financial instruments as either assets or liabilities measured at fair value.  The Company uses derivative instruments to manage its exposure to market risks from changes in certain equity prices and interest rates and does not hold or issue derivative instruments for speculative or trading purposes.  These derivative instruments are not designated as hedges, and changes in the fair values of these derivatives are recognized in the statements of operations as gains (losses) on derivative contracts. 
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when the Company believes it is probable that a liability has been incurred and the amount of the contingency can be reasonably estimated.
Recently Adopted Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASC 606"), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services

18

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

to customers. ASC 606 replaced most existing revenue recognition guidance in GAAP and allowed the use of either the retrospective or cumulative effect transition method.
In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, in order to clarify the Codification and to correct any unintended application of the guidance. The amendments in this update affected the guidance in ASC 606. ASC 606 was adopted by the Company on January 1, 2018 on a full retrospective basis, which required the Company to reflect the impact of the updated guidance for all periods presented. The adoption of ASC 606 did not have a material impact on the Company’s financial position or results of operations. See Note 20 for information on the impact of the adoption of ASC 606.
In March 2017, the FASB issued ASU No. 2017‑07 Compensation-Retirement Benefits (Topic 715). ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. It also provides guidance on how to present the service cost component and the other components of net benefit cost in the income statement and what component of net benefit cost is eligible for capitalization. ASU No. 2017‑07 was adopted by the Company on January 1, 2018 and was applied retrospectively. As a result of the adoption, the Company reclassified the non-service cost components of the Company's pension expense for the years ended December 31, 2017 and 2016 from other operating expenses to other income (expense), net. The Company elected to apply the practical expedient which allowed it to reclassify amounts disclosed previously in the benefits plan note (Note 17 of the consolidated financial statements) as the basis for applying retrospective presentation for comparative periods, as the Company determined it was impracticable to disaggregate the cost components for amounts capitalized and amortized in those periods. See Note 20 for information on the impact of the adoption of ASU No. 2017-07.
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which provides simplification of income tax accounting for share-based payment awards. The new guidance became effective for the Company on January 1, 2017. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value were applied using the modified retrospective transition method. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term were applied prospectively. The Company elected to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using the prospective transition method. In connection with the adoption on January 1, 2017, a deferred tax asset of approximately $310,771 for previously unrealized excess tax benefits was recognized with the offset recorded to accumulated deficit.
Recently Issued But Not Yet Adopted Accounting Pronouncements
In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The primary provision of ASU No. 2018-02 allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 also requires certain disclosures about stranded tax effects. ASU No. 2018‑02 is effective for the Company on January 1, 2019, with early adoption permitted and will be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.
In May 2017, the FASB issued ASU No. 2017‑09, Compensation- Stock Compensation (Topic 718). ASU No. 2017‑09 provides clarity and guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017‑09 is effective for the Company on January 1, 2018 and will be applied prospectively.
In January 2017, the FASB issued ASU No. 2017‑04, Intangibles-Goodwill and Other (Topic 350). ASU No. 2017‑04 simplifies the subsequent measurement of goodwill by removing the second step of the two‑step impairment test. The amendment requires an entity to perform its annual, or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017‑04 becomes effective for the Company on January 1, 2020 with early adoption permitted and will be applied prospectively.

19

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

In January 2017, the FASB issued ASU No. 2017‑01, Business Combinations (Topic 805), Clarifying the Definition of a Business, which amends Topic 805 to interpret the definition of a business by adding guidance to assist in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for the Company on January 1, 2018 and will be applied prospectively.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The new guidance is effective for the Company on January 1, 2018 and will be applied retrospectively. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on its consolidated statements of cash flows.
In February 2016, the FASB issued ASU No. 2016-02, Leases , which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance becomes effective for the Company on January 1, 2019 with early adoption permitted and will be applied using the modified retrospective method. The Company has not yet completed the evaluation of the effect that ASU No. 2016-02 will have on its consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU No. 2016-01 modifies how entities measure certain equity investments and also modifies the recognition of changes in the fair value of financial liabilities measured under the fair value option. Entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. ASU No. 2016-01 is effective for the Company on January 1, 2018.  The Company does expect the adoption of ASU No. 2016-01 to have any effect on its consolidated financial statements.
Common Stock of Altice USA
At December 31, 2017, the Company had 246,982,292 shares of Class A common stock and 490,086,674 shares of Class B common stock, with a par value of $0.01 , issued and outstanding. Each holder of Class A common stock has one vote per share while holders of Class B common stock have twenty-five votes per share. Class B shares can be converted to Class A common stock at anytime with a conversion ratio of one Class A common share for one Class B common share. 
At December 31, 2016, the Company had 100 shares of common stock, with a par value of $0.01 , issued and outstanding.
Dividends and Distributions
The Company may pay dividends on its capital stock only from net profits and surplus as determined under Delaware law.  If dividends are paid on the Altice USA common stock, holders of the Altice USA Class A common stock and Altice USA Class B common stock are entitled to receive dividends, and other distributions in cash, stock or property, equally on a per share basis, except that stock dividends with respect to Altice USA Class A common stock may be paid only with shares of Altice USA Class A common stock and stock dividends with respect to Altice USA Class B common stock may be paid only with shares of Altice USA Class B common stock.
The Company's indentures restrict the amount of dividends and distributions in respect of any equity interest that can be made.
Prior to the Company's IPO, the Company declared and paid cash distributions to stockholders aggregating $839,700 in the second quarter of 2017. In 2016, the Company declared cash distributions of $445,176 of which $365,559 were paid in 2016 and $79,617 were paid in the first quarter of 2017.
Net Income (Loss) Per Share
Basic net income (loss) per common share attributable to Altice USA stockholders is computed by dividing net income (loss) attributable to Altice USA stockholders by the weighted average number of common shares outstanding during the period.  Diluted income per common share attributable to Altice USA stockholders reflects the dilutive effects of stock options. Diluted net loss per common share attributable to Altice USA stockholders excludes the effects of common

20

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

stock equivalents as they are anti-dilutive. The weighted average number of shares used to compute basic and diluted net income (loss) per share reflect the retroactive impact of the organizational transactions, discussed in Note 1, that occurred prior to the Company's IPO.
The following table presents a reconciliation of weighted average shares used in the calculation of the basic and diluted net income per share attributable to Altice USA stockholders for the year ended December 31, 2017:

			
Basic weighted average shares outstanding	696,055,000		
 	 	
Effect of dilution:	 	
Stock options	—		
Diluted weighted average shares outstanding	696,055,000		
Anti-dilutive shares totaling approximately 14,000 shares, have been excluded from diluted weighted average shares outstanding for the year ended December 31, 2017. 
Concentrations of Credit Risk
Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade account receivables.  The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution.  The Company's emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments.  Management believes that no significant concentration of credit risk exists with respect to its cash and cash equivalents because of its assessment of the creditworthiness and financial viability of the respective financial institutions.
The Company did not have a single customer that represented 10% or more of its consolidated revenues for the years ended December 31, 2017 and 2016, or 10% or more of its consolidated net trade receivables at December 31, 2017 and 2016, respectively.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  See Note 11 for a discussion of fair value estimates.
Reclassifications
Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 presentation.
NOTE 3.    BUSINESS COMBINATIONS
ATS Acquisition
As the ATS acquisition discussed in Note 1 is a combination of businesses under common control, the Company combined the results of operations and related assets and liabilities of ATS for all periods since its formation. See Note 20 for the impact of the ATS Acquisition on the Company's consolidated balance sheet and statement of operations as of and for the year ended December 31, 2017.
Cablevision Acquisition
As discussed in Note 1, the Company completed the Cablevision Acquisition on June 21, 2016 . The acquisition was accounted for as a business combination in accordance with ASC Topic 805. Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of acquisition.
The following table provides the allocation of the total purchase price of $9,958,323 to the identifiable tangible and intangible assets and liabilities of Cablevision based on their respective fair values. The remaining useful lives represent the period over which acquired tangible and intangible assets with a finite life are being depreciated or amortized.

21

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
						
 	Fair Values	 	Estimated Useful Lives	
 	 	 	 	
Current assets	$	1,923,071		 	 	
Accounts receivable	271,305		 	 	
Property, plant and equipment	4,864,621		 	2-18 years	
Goodwill	5,842,172		 	 	
Indefinite-lived cable television franchises	8,113,575		 	Indefinite-lived	
Customer relationships	4,850,000		 	8 to 18 years	
Trade names (a)	1,010,000		 	12 years	
Amortizable intangible assets	23,296		 	1-15 years	
Other non-current assets	748,998		 	 	
Current liabilities	(2,311,201	)	 	 	
Long-term debt	(8,355,386	)	 	 	
Deferred income taxes.	(6,832,773	)	 	 	
Other non-current liabilities	(189,355	)	 	 	
Total	$	9,958,323		 	 	

	

		
(a)	See Note 8 for additional information regarding a change in the remaining estimated useful lives of the Company's trade names.	
The fair value of customer relationships and cable television franchises were valued using derivations of the "income" approach. The future expected earnings from these assets were discounted to their present value equivalent.
Trade names were valued using the relief from royalty method, which is based on the present value of the royalty payments avoided as a result of the company owning the intangible asset.
The basis for the valuation methods was the Company’s projections. These projections were based on management’s assumptions including among others, penetration rates for pay television, broadband, and telephony; revenue growth rates; operating margins; and capital expenditures. The assumptions are derived based on the Company’s and its peers’ historical operating performance adjusted for current and expected competitive and economic factors surrounding the cable industry. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible asset. The value is highly dependent on the achievement of the future financial results contemplated in the projections. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties, many of which are beyond the Company's control, and there is no assurance that these results can be achieved. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the value include the assumptions regarding revenue growth, programming expense growth rates, the amount and timing of capital expenditures and the discount rate utilized.
In establishing fair value for the vast majority of the acquired property, plant and equipment, the cost approach was utilized. The cost approach considers the amount required to replace an asset by constructing or purchasing a new asset with similar utility, then adjusts the value in consideration of physical depreciation, and functional and economic obsolescence as of the appraisal date. The cost approach relies on management’s assumptions regarding current material and labor costs required to rebuild and repurchase significant components of property, plant and equipment along with assumptions regarding the age and estimated useful lives of property, plant and equipment.
The estimates of expected useful lives take into consideration the effects of contractual relationships, customer attrition, eventual development of new technologies and market competition.
Long-term debt assumed was valued using quoted market prices (Level 2). The carrying value of most other assets and liabilities approximated fair value as of the acquisition date.
As a result of applying business combination accounting, the Company recorded goodwill, which represented the excess of organization value over amounts assigned to the other identifiable tangible and intangible assets arising from expectations of future operational performance and cash generation.

22

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The following table presents the unaudited pro forma revenue and net loss for the period presented as if the Cablevision Acquisition had occurred on January 1, 2016:

				
 	Year Ended December 31, 2016	
Revenue	$	9,154,816		
Net loss	$	(721,257	)	
The pro forma results presented above include the impact of additional amortization expense related to the identifiable intangible assets recorded in connection with the Cablevision Acquisition, additional depreciation expense related to the fair value adjustment to property, plant and equipment and the incremental interest resulting from the issuance of debt to fund the Cablevision Acquisition, net of the reversal of interest and amortization of deferred financing costs related to credit facilities that were repaid on the date of the Cablevision Acquisition and the accretion/amortization of fair value adjustments associated with the long-term debt acquired.
Other Acquisitions
In connection with certain acquisitions completed in the first and fourth quarters of 2017, the Company recorded amortizable intangibles of $45,000 relating to customer relationships and $9,400 relating to other amortizable intangibles. The Company recorded goodwill of $23,948 , which represents the excess of the estimated purchase price of approximately $80,000 (based on current probability of contingent consideration) over the net book value of assets acquired. These values are based on preliminary fair value information currently available, which is subject to change within the measurement period (up to one year from the acquisition date). The acquired entities are included in the Cablevision segment.
NOTE 4.    SUPPLEMENTAL CASH FLOW INFORMATION
The Company's non-cash investing and financing activities and other supplemental data were as follows:

								
 	Years Ended December 31,	
 	2017	 	2016	
Non-Cash Investing and Financing Activities:	 	 	 	
Continuing Operations:	 	 	 	
Conversion of notes payable to affiliates and related parties of $1,750,000 (together with accrued and unpaid interest and applicable premium) to common stock (See Note 9)	$	2,264,252		 	$	—		
Property and equipment accrued but unpaid	171,604		 	155,653		
Distributions declared but not paid	—		 	79,617		
Leasehold improvements paid by landlord	3,998		 	—		
Notes payable to vendor	40,131		 	12,449		
Capital lease obligations	9,385		 	—		
Deferred financing costs accrued but unpaid	—		 	2,570		
Supplemental Data:	 	 	 	
Cash interest paid	1,765,126		 	1,192,370		
Income taxes paid, net	29,006		 	1,538		
 
NOTE 5.    RESTRUCTURING AND OTHER EXPENSE
Restructuring
Beginning in the first quarter of 2016, the Company commenced its restructuring initiatives (the "2016 Restructuring Plan") that are intended to simplify the Company's organizational structure.

23

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
												
The following table summarizes the activity for the 2016 Restructuring Plan:	 	 	
 	Severance and Other Employee Related Costs	 	Facility Realignment and Other Costs	 	Total	
Restructuring charges incurred in 2016	$	215,420		 	$	11,157		 	$	226,577		
Payments and other	(113,301	)	 	(2,760	)	 	(116,061	)	
Accrual balance at December 31, 2016	102,119		 	8,397		 	110,516		
Restructuring charges	142,679		 	7,243		 	149,922		
Payments and other	(131,324	)	 	(6,014	)	 	(137,338	)	
Accrual balance at December 31, 2017	$	113,474		 	$	9,626		 	$	123,100		
Cumulative costs to date relating to the 2016 Restructuring Plan amounted to $309,297 and $67,202 for our Cablevision segment and Cequel segment, respectively.
Transaction Costs
For the year ended December 31, 2017, the Company incurred transaction costs of $2,479 related to the acquisition of a business during the first quarter of 2017 and other transactions. For the year ended December 31, 2016, the Company incurred transaction costs of $13,845 , related to the acquisitions of Cablevision and Cequel.
NOTE 6.    PROPERTY, PLANT AND EQUIPMENT
Costs incurred in the construction of the Company's cable systems, including line extensions to, and upgrade of, the Company's hybrid fiber/coaxial infrastructure, initial placement of the feeder cable to connect a customer that had not been previously connected, and headend facilities are capitalized.  These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities.  The internal costs that are capitalized consist of salaries and benefits of the Company's employees and the portion of facility costs, including rent, taxes, insurance and utilities, that supports the construction activities.   These costs are depreciated over the estimated life of the plant ( 10 to 25 years) and headend facilities ( 4 to 25 years).  Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Installation costs associated with the initial deployment of new customer premise equipment (“CPE”) necessary to provide pay television, broadband or telephony services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities.  The departmental activities supporting the connection process are tracked through specific metrics, and the portion of departmental costs that is capitalized is determined through a time weighted activity allocation of costs incurred based on time studies used to estimate the average time spent on each activity.  These installation costs are amortized over the estimated useful lives of the CPE necessary to provide pay television, broadband or telephony services.  In circumstances where CPE tracking is not available, the Company estimates the amount of capitalized installation costs based on whether or not the business or residence had been previously connected to the network.  These installation costs are depreciated over their estimated useful life of 3-5 years. 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.
The estimated useful lives assigned to our property, plant and equipment are reviewed on an annual basis or more frequently if circumstances warrant and such lives are revised to the extent necessary due to changing facts and circumstances.  Any changes in estimated useful lives are reflected prospectively.

24

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

Property, plant and equipment (including equipment under capital leases) consist of the following assets, which are depreciated or amortized on a straight-line basis over the estimated useful lives shown below:

										
 	
 	December 31, 2017	 	December 31, 2016	 	Estimated
Useful Lives	
Customer premise equipment	$	1,093,726		 	$	871,049		 	3 to 5 years	
Headends and related equipment	1,626,293		 	1,482,631		 	4 to 25 years	
Infrastructure	4,003,845		 	3,740,494		 	3 to 25 years	
Equipment and software	918,298		 	735,012		 	3 to 10 years	
Construction in progress (including materials and supplies)	240,496		 	84,321		 	 	
Furniture and fixtures	52,545		 	45,576		 	5 to 12 years	
Transportation equipment	138,147		 	135,488		 	5 to 10 years	
Buildings and building improvements	394,421		 	390,337		 	10 to 40 years	
Leasehold improvements	108,071		 	104,309		 	Term of lease	
Land	47,563		 	47,715		 	 	
 	8,623,405		 	7,636,932		 	 	
Less accumulated depreciation and amortization	(2,599,579	)	 	(1,039,297	)	 	 	
 	$	6,023,826		 	$	6,597,635		 	 	
For the years ended December 31, 2017 and December 31, 2016, the Company capitalized certain costs aggregating $151,646 and $75,804 , respectively, related to the acquisition and development of internal use software, which are included in the table above. 
Depreciation expense on property, plant and equipment (including capital leases) for the years ended December 31, 2017 and 2016 amounted to $1,588,764 and $1,046,896 , respectively.
The gross amount of buildings and equipment and related accumulated depreciation recorded under capital leases is presented below:

								
 	December 31,	
 	2017	 	2016	
Buildings and equipment	$	48,936		 	$	53,833		
Less accumulated depreciation	(12,972	)	 	(6,306	)	
 	$	35,964		 	$	47,527		
NOTE 7.    OPERATING LEASES
The Company leases certain office, production, and transmission facilities, as well as office equipment, under terms of leases expiring at various dates through 2100.  The leases generally provide for escalating rentals over the term of the lease plus certain real estate taxes and other costs or credits.  Costs associated with such operating leases are recognized on a straight-line basis over the initial lease term.  The difference between rent expense and rent paid is recorded as deferred rent.  In addition, the Company rents space on utility poles for its operations.  The Company's pole rental agreements are for varying terms, and management anticipates renewals as they expire.  Rent expense, including pole rentals, for the years ended December 31, 2017 and 2016 amounted to $95,017 and $65,881 , respectively.
The minimum future annual payments for all operating leases (with initial or remaining terms in excess of one year) during the next five years and thereafter, including pole rentals from January 1, 2018 through December 31, 2022, at rates now in force are as follows:

25

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
				
2018	$	74,992		
2019	72,142		
2020	69,203		
2021	63,735		
2022	55,234		
Thereafter	140,406		
NOTE 8.    INTANGIBLE ASSETS
The following table summarizes information relating to the Company's acquired amortizable intangible assets: 

																										
 	As of December 31, 2017	 	As of December 31, 2016	 	 	
 	Gross Carrying Amount	 	Accumulated Amortization	 	Net Carrying Amount	 	Gross Carrying Amount	 	Accumulated Amortization	 	Net Carrying Amount	 	Estimated Useful Lives	
Customer relationships	$	5,970,884		 	$	(1,409,021	)	 	$	4,561,863		 	$	5,925,884		 	$	(580,276	)	 	$	5,345,608		 	8 to 18 years	
Trade names (a)	1,067,083		 	(588,574	)	 	478,509		 	1,066,783		 	(83,397	)	 	983,386		 	2 to 5 years	
Other amortizable intangibles	37,060		 	(10,978	)	 	26,082		 	26,743		 	(3,093	)	 	23,650		 	1 to 15 years	
 	$	7,075,027		 	$	(2,008,573	)	 	$	5,066,454		 	$	7,019,410		 	$	(666,766	)	 	$	6,352,644		 	 	

	

		
(a)	On May 23, 2017, Altice N.V. announced the adoption of a global brand to replace the Company's brands in the future, reducing the remaining useful lives of these trade name intangibles to three years from the date of the adoption, which reflected one year as an in-use asset and two years as a defensive asset. In December 2017, the Company made a decision to postpone the adoption of a global brand that would have replaced the Optimum brand, increasing the useful life of the Optimum trade name intangible asset to 5 years .	
Amortization expense for the years ended December 31, 2017 and 2016 and aggregated $1,341,807 and $653,410 , respectively.
The following table sets forth the estimated amortization expense on intangible assets for the periods presented:

				
Estimated amortization expense	 		
Year Ending December 31, 2018	$	873,133		
Year Ending December 31, 2019	777,846		
Year Ending December 31, 2020	696,240		
Year Ending December 31, 2021	616,718		
Year Ending December 31, 2022	537,100		
The following table summarizes information relating to the Company's acquired indefinite-lived intangible assets as of December 31, 2017 : 

																								
 	As of December 31, 2017	 	As of December 31, 2016	
 	Cablevision	 	Cequel	 	Total	 	Cablevision	 	Cequel	 	Total	
Cable television franchises	$	8,113,575		 	$	4,906,506		 	$	13,020,081		 	$	8,113,575		 	$	4,906,506		 	$	13,020,081		
Goodwill	5,866,120		 	2,153,741		 	8,019,861		 	5,838,959		 	2,153,741		 	7,992,700		
Total	$	13,979,695		 	$	7,060,247		 	$	21,039,942		 	$	13,952,534		 	$	7,060,247		 	$	21,012,781		

26

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The carrying amount of goodwill is presented below:

				
Gross goodwill as of January 1, 2016	$	2,040,402		
Goodwill recorded in connection with Cablevision Acquisition	5,838,959		
Adjustments to purchase accounting relating to Cequel Acquisition	113,339		
Gross goodwill as of January 1, 2017	7,992,700		
Goodwill recorded in connection with acquisitions in the first and fourth quarters of 2017 (Cablevision Segment)	23,948		
Adjustments to purchase accounting relating to Cablevision Acquisition	3,213		
Net goodwill as of December 31, 2017	$	8,019,861		
NOTE 9.    DEBT
CSC Holdings Credit Facilities
In connection with the Cablevision Acquisition, in October 2015, Finco, a wholly-owned subsidiary of the Company, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which provides U.S. dollar term loans currently in an aggregate principal amount of $3,000,000 ( $2,985,000 outstanding at December 31, 2017) (the “CVC Term Loan Facility”, and the term loans extended under the CVC Term Loan Facility, the “CVC Term Loans”) and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,300,000 (the “CVC Revolving Credit Facility” and, together with the Term Loan Facility, the “CVC 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 on June 20, 2016, June 21, 2016, July 21, 2016, September 9, 2016, December 9, 2016 and March 15, 2017, respectively, and as further amended, restated, supplemented or otherwise modified from time to time, the “CVC Credit Facilities Agreement”).
The amendment to the CVC Credit Facilities Agreement entered into on September 9, 2016, extended the maturity date of the CVC Term Loan Facility to October 11, 2024. In October 2016, CSC Holdings used the net proceeds from the sale of $1,310,000 aggregate principal amount of 5.5% senior guaranteed notes due 2027 (the ‘‘2027 Guaranteed Notes’’) (after the deduction of fees and expenses) to prepay outstanding loans under the CSC Holdings Term Credit Facility that were not extended pursuant to this amendment. In connection with the prepayment of the Term Credit Facility, the Company wrote-off the deferred financing costs and the unamortized discount related to the existing term loan aggregating $102,894 . Additionally, the Company recorded deferred financing costs and an original issue discount of $7,249 and $6,250 , respectively, which are both being amortized to interest expense over the term of the Term Loan Facility.
The amendment to the CVC Credit Facilities Agreement entered into on March 15, 2017 (“Extension Amendment”) increased the Term Loan by $500,000 to $3,000,000 and the maturity date for this facility was extended to July 17, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $2,493,750 principal amount of existing Term Loans and redeem $500,000 of the 8.625% Senior Notes due September 2017 issued by Cablevision. In connection with the Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financing costs aggregating $18,976 .
During the year ended December 31, 2017, CSC Holdings borrowed $1,350,000 under its revolving credit facility ( $500,000 was used to make cash distributions to its stockholders) and made voluntary repayments aggregating $1,075,256 with cash on hand.
Under the Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $7,500 ) of the principal amount of the Term Loan, beginning with the fiscal quarter ended September 30, 2017, with the remaining balance scheduled to be paid on July 17, 2025.
The CVC Credit Facilities permit CSC Holdings to request revolving loans, swing line loans or letters of credit from the revolving lenders, swingline lenders or issuing banks, as applicable, thereunder, from time to time prior to November 30, 2021, unless the commitments under the CVC Revolving Credit Facility have been previously terminated.

27

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:

•	in respect of the CVC Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and	

•	in respect of the CVC Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.	
The CVC Credit Facilities Agreement requires the prepayment of outstanding CVC Term Loans, subject to certain exceptions and deductions, with (i)  100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) commencing with the fiscal year ending December 31, 2017, a pari ratable share (based on the outstanding principal amount of the Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio of CSC Holdings is less than or equal to 4.5 to 1.
The obligations under the CVC Credit Facilities are guaranteed by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries and certain excluded subsidiaries) (the “Initial Guarantors”) and, subject to certain limitations, will be guaranteed by each future material wholly-owned restricted subsidiary of CSC Holdings.  The obligations under the CVC Credit Facilities (including any guarantees thereof) are secured on a first priority basis, subject to any liens permitted by the Credit Facilities, by capital stock held by CSC Holdings or any guarantor in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations.  
The CVC Credit Facilities Agreement includes certain negative covenants which, among other things and subject to certain significant exceptions and qualifications, limit CSC Holdings' ability and the ability of its restricted subsidiaries to: (i) incur or guarantee additional indebtedness, (ii) make investments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances; and (viii) engage in mergers or consolidations. In addition, the CVC Revolving Credit Facility includes a financial maintenance covenant solely for the benefit of the lenders under the CVC Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of CSC Holdings and its restricted subsidiaries of 5.0 to 1.0. The financial covenant will be tested on the last day of any fiscal quarter, but only if on such day there are outstanding borrowings under the CVC Revolving Credit Facility (including swingline loans but excluding any cash collateralized letters of credit and undrawn letters of credit not to exceed $15,000 ).
The CVC Credit Facilities Agreement also contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the CVC Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the CVC Credit Facilities and all actions permitted to be taken by a secured creditor.
CSC Holdings was in compliance with all of its financial covenants under the CVC Credit Facilities as of December 31, 2017 .
Cequel Credit Facilities
On June 12, 2015, Altice US Finance I Corporation, an indirect wholly-owned subsidiary of Cequel, entered into a senior secured credit facility which currently provides term loans in an aggregate principal amount of $1,265,000 ( $1,258,675 outstanding at December 31, 2017) (the “Cequel Term Loan Facility” and the term loans extended under the Cequel Term Loan Facility, the “Cequel Term Loans”) and revolving loan commitments in an aggregate principal amount of $350,000 (the “Cequel Revolving Credit Facility” and, together with the Cequel Term Loan Facility, the “Cequel Credit Facilities”) which are governed by a credit facilities agreement entered into by, inter alios, Altice US Finance I Corporation, certain lenders party thereto and JPMorgan Chase Bank, N.A. (as amended, restated, supplemented or otherwise modified on October 25, 2016, December 9, 2016 and March 15, 2017, and as further amended, restated, supplemented or modified from time to time, the “Cequel Credit Facilities Agreement”).

28

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The amendment to the Cequel Credit Facilities Agreement entered into on March 15, 2017 (“Cequel Extension Amendment”) increased the Term Loan by $450,000 to $1,265,000 and the maturity date for this facility was extended to July 28, 2025. The closing of the Extension Amendment occurred in April 2017 and the proceeds were used to refinance the entire $812,963 principal amount of loans under the Term Loan and redeem $450,000 of the 6.375% Senior Notes due September 15, 2020. In connection with the Cequel Extension Amendment and the redemption of the senior notes, the Company recorded a loss on extinguishment of debt and write-off of deferred financings costs aggregating $28,684 .
Under the Cequel Extension Amendment, the Company is required to make scheduled quarterly payments equal to 0.25% (or $3,163 ) of the principal amount of the Cequel Term Loan, beginning with the fiscal quarter ended September 30, 2017, with the remaining balance scheduled to be paid on July 28, 2025.
Loans comprising each eurodollar borrowing or alternate base rate borrowing, as applicable, bear interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is:

•	in respect of the Cequel Term Loans, (i) with respect to any alternate base rate loan, 1.25% per annum and (ii) with respect to any eurodollar loan, 2.25% per annum, and	

•	in respect of Cequel Revolving Credit Facility loans (i) with respect to any alternate base rate loan, 2.25% per annum and (ii) with respect to any eurodollar loan, 3.25% per annum.	
The Cequel Credit Facilities Agreement requires the prepayment of outstanding Term Loans, subject to certain exceptions and deductions, with (i)  100% of the net cash proceeds of certain asset sales, subject to reinvestment rights and certain other exceptions; and (ii) a pari ratable share (based on the outstanding principal amount of the Cequel Term Loans divided by the sum of the outstanding principal amount of all pari passu indebtedness and the Cequel Term Loans) of 50% of annual excess cash flow, which will be reduced to 0% if the consolidated net senior secured leverage ratio is less than or equal to 4.5 :1.
The debt under the Cequel Credit Facility is secured by a first priority security interest in the capital stock of Cequel Communications, LLC and substantially all of the present and future assets of Cequel Communications, LLC and its restricted subsidiaries, and is guaranteed by Cequel Communications Holdings II, LLC, an indirect subsidiary of Cequel (the "Parent Guarantor"), as well as all of Cequel Communications, LLC's existing and future direct and indirect subsidiaries, subject to certain exceptions set forth in the Cequel Credit Facilities Agreement. The Cequel Credit Facilities Agreement contains customary representations, warranties and affirmative covenants. In addition, the Cequel Credit Facilities Agreement contains restrictive covenants that limit, among other things, the ability of Cequel Communications, LLC and its subsidiaries to incur indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments or loans, engage in transactions with affiliates, pay dividends, and make acquisitions and dispose of assets. The Cequel Credit Facilities Agreement also contains a maximum senior secured leverage maintenance covenant of 5.0 to 1.0. Additionally, the Cequel Credit Facilities Agreement contains customary events of default, including failure to make payments, breaches of covenants and representations, cross defaults to other indebtedness, unpaid judgments, changes of control and bankruptcy events. The lenders’ commitments to fund amounts under the revolving credit facility are subject to certain customary conditions.
As of December 31, 2017 , Cequel was in compliance with all of its financial covenants under the Cequel Credit Facilities Agreement.

29

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The following table provides details of the Company's outstanding credit facility debt:

																
 	 	 	 	 	 	 	Carrying Amount (a)	
 	Maturity Date	 	Interest Rate	 	Principal	 	December 31, 2017	 	December 31, 2016	
CSC Holdings Restricted Group:	 	 	 	 	 	 	 	 	 	
Revolving Credit Facility (b)	$20,000 on October 9, 2020, remaining balance on November 30, 2021	 	4.75%	 	$	450,000		 	$	425,488		 	$	145,013		
Term Loan Facility	July 17, 2025	 	3.74%	 	2,985,000		 	2,967,818		 	2,486,874		
Cequel:	 	 	 	 	 	 	 	 	 	
Revolving Credit Facility (c)	November 30, 2021	 	—	 	—		 	—		 	—		
Term Loan Facility	July 28, 2025	 	3.82%	 	1,258,675		 	1,250,217		 	812,903		
 	 	 	 	 	$	4,693,675		 	4,643,523		 	3,444,790		
Less: Current portion	42,650		 	33,150		
Long-term debt	$	4,600,873		 	$	3,411,640		

	

		
(a)	The carrying amount is net of the unamortized deferred financing costs and/or discounts.	
		
(b)	At December 31, 2017 , $115,973 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $1,734,027 of the facility was undrawn and available, subject to covenant limitations.	
		
(c)	At December 31, 2017 , $13,500 of the revolving credit facility was restricted for certain letters of credit issued on behalf of the Company and $336,500 of the facility was undrawn and available, subject to covenant limitations.	
Senior Guaranteed Notes, Senior Secured Notes, and Senior Notes and Debentures
The following table summarizes the Company's senior guaranteed notes, senior secured notes and senior notes and debentures:

30

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
																			
 	 	 	 	 	Interest Rate	 	Principal Amount	 	Carrying Amount (a)	
Issuer	Date Issued	 	Maturity Date	 		 		 	December 31, 2017	 	December 31, 2016	
Senior notes:	 	 	 	 	 	 	 	 	 	 	 	
CSC Holdings (b)(f)(n)	February 6, 1998	 	February 15, 2018	 	7.875	%	 	$	300,000		 	$	301,184		 	$	310,334		
CSC Holdings (b)(f)	July 21, 1998	 	July 15, 2018	 	7.625	%	 	500,000		 	507,744		 	521,654		
CSC Holdings (c)(f)	February 12, 2009	 	February 15, 2019	 	8.625	%	 	526,000		 	541,165		 	553,804		
CSC Holdings (c)(f)	November 15, 2011	 	November 15, 2021	 	6.750	%	 	1,000,000		 	960,146		 	951,702		
CSC Holdings (c)(f)	May 23, 2014	 	June 1, 2024	 	5.250	%	 	750,000		 	660,601		 	650,193		
CSC Holdings (e)	October 9, 2015	 	January 15, 2023	 	10.125	%	 	1,800,000		 	1,777,914		 	1,774,750		
CSC Holdings (e)(l)	October 9, 2015	 	October 15, 2025	 	10.875	%	 	1,684,221		 	1,661,135		 	1,970,379		
Senior guaranteed notes:	 	 	 	 	 	 	 	 	 	 	 	
CSC Holdings (e)	October 9, 2015	 	October 15, 2025	 	6.625	%	 	1,000,000		 	986,717		 	985,469		
CSC Holdings (g)	September 23, 2016	 	April 15, 2027	 	5.500	%	 	1,310,000		 	1,304,468		 	1,304,025		
Senior notes:	 	 	 	 	 	 	 	 	 	 	 	
Cablevision (k)(o)	September 23, 2009	 	September 15, 2017	 	8.625	%	 	—		 	—		 	926,045		
Cablevision (c)(f)(n)(o)	April 15, 2010	 	April 15, 2018	 	7.750	%	 	750,000		 	754,035		 	767,545		
Cablevision (c)(f)(o)	April 15, 2010	 	April 15, 2020	 	8.000	%	 	500,000		 	492,009		 	488,992		
Cablevision (c)(f)(o)	September 27, 2012	 	September 15, 2022	 	5.875	%	 	649,024		 	572,071		 	559,500		
Senior notes:	 	 	 	 	 	 	 	 	 	 	 	
Cequel Communications Holdings I and Cequel Capital (d)(m)(p)	Oct. 25, 2012 Dec. 28, 2012	 	September 15, 2020	 	6.375	%	 	1,050,000		 	1,027,493		 	1,457,439		
Cequel Communications Holdings I and Cequel Capital (d)(p)	May 16, 2013 Sept. 9, 2014	 	December 15, 2021	 	5.125	%	 	1,250,000		 	1,138,870		 	1,115,767		
Cequel Communications Holdings I and Cequel Capital (i)(p)	June 12, 2015	 	July 15, 2025	 	7.750	%	 	620,000		 	604,374		 	602,925		
Senior secured notes:	 	 	 	 	 	 	 	 	 	 	 	
Altice US Finance I Corporation (h)(p)	June 12, 2015	 	July 15, 2023	 	5.375	%	 	1,100,000		 	1,082,482		 	1,079,869		
Altice US Finance I Corporation (j)(p)	April 26, 2016	 	May 15, 2026	 	5.500	%	 	1,500,000		 	1,488,024		 	1,486,933		
 	 	 	 	 	 	 	$	16,289,245		 	15,860,432		 	17,507,325		
Less: Current portion	 	507,744		 	926,045		
Long-term debt	 	$	15,352,688		 	$	16,581,280		

	

31

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

		
(a)	The carrying amount is net of the unamortized deferred financing costs and/or discounts/premiums.	

(b)	The debentures are not redeemable by CSC Holdings prior to maturity.	

(c)	Notes are redeemable at any time at a specified "make-whole" price plus accrued and unpaid interest to the redemption date.	

(d)	The Company may redeem some or more of all the notes at the redemption price set forth in the relevant indenture, plus accrued and unpaid interest.	

(e)	The Company may redeem some or all of the 2023 Notes at any time on or after January 15, 2019, and some or all of the 2025 Notes and 2025 Guaranteed Notes at any time on or after October 15, 2020, at the redemption prices set forth in the relevant indenture, plus accrued and unpaid interest, if any.  The Company may also redeem up to 40% of each series of the Cablevision Acquisition Notes using the proceeds of certain equity offerings before October 15, 2018, at a redemption price equal to 110.125% for the 2023 Notes, 110.875% for the 2025 Notes and 106.625% for the 2025 Guaranteed Notes, in each case plus accrued and unpaid interest. In addition, at any time prior to January 15, 2019, CSC Holdings may redeem some or all of the 2023 Notes, and at any time prior to October 15, 2020, the Company may redeem some or all of the 2025 Notes and the 2025 Guaranteed Notes, at a price equal to 100% of the principal amount thereof, plus a “make whole” premium specified in the relevant indenture plus accrued and unpaid interest.	

(f)	The carrying value of the notes was adjusted to reflect their fair value on the Cablevision Acquisition Date (aggregate reduction of $52,788 ).	

(g)	The 2027 Guaranteed Notes are redeemable at any time on or after April 15, 2022 at the redemption prices set forth in the indenture, plus accrued and unpaid interest, if any.  In addition, up to 40% may be redeemed for each series of the 2027 Guaranteed Notes using the proceeds of certain equity offerings before October 15, 2019, at a redemption price equal to 105.500% , plus accrued and unpaid interest.	

(h)	Some or all of these notes may be redeemed at any time on or after July 15, 2018, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 105.375% .	

(i)	Some or all of these notes may be redeemed at any time on or after July 15, 2020, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before July 15, 2018, at a redemption price equal to 107.750% .	

(j)	Some or all of these notes may be redeemed at any time on or after May 15, 2021, plus accrued and unpaid interest, if any. Up to 40% of the notes may be redeemed using the proceeds of certain equity offerings before May 15, 2019, at a redemption price equal to 105.500% .	

(k)	In April 2017, the Company redeemed $500,000 of the senior notes from proceeds from the CVC Term Loan facility. In September 2017, these senior notes matured and the Company repaid the remaining principal balance of $400,000 .	

(l)	In July 2017, the Company used approximately $350,120 of the proceeds from the IPO to fund the redemption of $315,779 principal amount of CSC Holdings senior notes due October 2025 and the related call premium of approximately $34,341 which was recorded as a loss on extinguishment of debt. The Company also recorded a write-off of deferred financings costs in connection with this redemption aggregating $4,516 .	

(m)	In April 2017, the Company redeemed $450,000 of the senior notes from proceeds from the Cequel Term Loan facility.	

(n)	As a result of the repayment of these notes in February 2018, discussed in Note 20, the carrying amount of these Notes has been classified as long-term indebtedness.	

(o)	The issuers of these notes have no ability to service interest or principal on the notes, other than through any dividends or distributions received from CSC Holdings. CSC Holdings is restricted, in certain circumstances, from paying dividends or distributions to the issuers by the terms of the CVC Credit Facilities Agreement.	

(p)	The issuers of these notes have no ability to service interest or principal on the notes, other than through any contributions/distributions from Cequel Communications, LLC (an indirect subsidiary of Cequel and the parent of Altice US Finance I). Cequel Communications, LLC is restricted in certain circumstances, from paying dividends or distributions to the issuers by the terms of the Cequel Credit Facilities Agreement.	
The indentures under which the senior notes and debentures were issued contain various covenants.  The Company was in compliance with all of its financial covenants under these indentures as of December 31, 2017 .
CSC Holdings 5.5% Senior Guaranteed Notes due 2027
In September 2016, CSC Holdings issued $1,310,000 aggregate principal amount of 5.50% senior guaranteed notes due April 15, 2027. The 2027 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness.

32

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

As discussed above , in October 2016, CSC Holdings used the proceeds from the issuance of the 2027 Guaranteed Notes (after the deduction of fees and expenses) to prepay the outstanding loans under the CVC Term Credit Facility that were not extended pursuant to the extension amendment on September 9,2016. In connection with the issuance of the 2027 Guaranteed Notes, the Company incurred deferred financing costs of approximately $5,575 , which are being amortized to interest expense over the term of the 2027 Guaranteed Notes.
Cablevision Acquisition Notes
The $1,000,000 principal amount of the 2025 Guaranteed Notes bear interest at a rate of 6.625% per annum and were issued at a price of 100.00% . Interest on the 2025 Guaranteed Notes is payable semi-annually on January 15 and July 15, commencing on July 15, 2016. These 2025 Guaranteed Notes are guaranteed on a senior basis by the Initial Guarantors.
The $1,800,000 principal amount of the 2023 Notes and $2,000,000 principal amount of the 2025 Notes, bear interest at a rate of 10.125% and 10.875% , respectively, per annum and were issued at prices of 100.00% . Interest on the 2023 Notes and 2025 Notes is payable semi-annually on January 15 and July 15, which began on July 15, 2016.
Deferred financing costs of approximately $76,579 incurred in connection with the issuance of the Cablevision Acquisition Notes are being amortized to interest expense over the term of the Cablevision Acquisition Notes.
The indentures under which the Cablevision and CSC Holdings Senior Guaranteed Notes and Senior Notes and Debentures were issued contain certain covenants and agreements with respect to investment grade debt securities, including limitations on the ability of CSC Holdings and its restricted subsidiaries to (i) incur or guarantee additional indebtedness, (ii) make investments or other restricted payments, (iii) create liens, (iv) sell assets and subsidiary stock, (v) pay dividends or make other distributions or repurchase or redeem our capital stock or subordinated debt, (vi) engage in certain transactions with affiliates, (vii) enter into agreements that restrict the payment of dividends by subsidiaries or the repayment of intercompany loans and advances, and (viii) engage in mergers or consolidations, in each case subject to certain exceptions. The indentures also contain certain customary events of default. If an event of default occurs, the obligations under the Cablevision Acquisition Notes may be accelerated.
As of December 31, 2017, Cablevision and CSC Holdings were in compliance with all of its financial covenants under the indentures under which the senior notes and debentures and senior guaranteed notes were issued.
Cequel Senior Secured Notes
On June 12, 2015, Altice US Finance I Corporation, an indirect subsidiary of Altice N.V., issued $1,100,000 principal amount of senior secured notes (the ‘‘Cequel 2023 Senior Secured Notes’’), the proceeds from which were placed in escrow to finance a portion of the purchase price for the Cequel Acquisition. The Cequel 2023 Senior Secured Notes bear interest at a rate of 5.375% per annum and were issued at a price of 100.00% . Interest on the Cequel 2023 Senior Secured Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions the equity interests in Altice US Finance I Corporation were contributed through one or more intermediary steps to Suddenlink, and the Senior Secured Notes were guaranteed by Cequel Communications Holdings II LLC, Suddenlink and certain of the subsidiaries of Suddenlink and are secured by certain assets of Cequel Communications Holdings II LLC, Suddenlink and its subsidiaries.
On April 26, 2016, Altice US Finance I Corporation issued $1,500,000 aggregate principal amount of senior secured notes (the ‘‘Cequel 2026 Senior Secured Notes’’). The proceeds from the sale were used to repay the $1,477,200 remaining balance under the previous credit facility and to pay related fees and expenses. The Cequel 2026 Senior Secured Notes mature on May 15, 2026 and bear interest at a rate of 5.50% annually. Interest on the Cequel 2026 Senior Secured Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2016. Deferred financing costs recorded in connection with the issuance of these notes amounted to $13,773 and are being amortized over the term of the notes.
Cequel Senior Notes
On June 12, 2015, Altice US Finance II Corporation, an indirect subsidiary of Altice N.V., issued $300,000 principal amount of the Cequel 2025 Senior Notes, the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The Cequel 2025 Senior Notes were issued by the Cequel 2025 Senior Notes Issuer, an indirect subsidiary of Altice N.V., bear interest at a rate of 7.75% per annum and were issued at a price of

33

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

100.00% . Interest on the Cequel 2025 Senior Notes is payable semi-annually on January 15 and July 15 of each year. Following the consummation of the Cequel Acquisition and related transactions, the Cequel 2025 Senior Notes Issuer merged into Cequel, the Cequel 2025 Senior Notes became the obligations of Cequel and Cequel Capital Corporation became the co-issuer of the Cequel 2025 Senior Notes.
On June 12, 2015, Altice US Finance S.A., an indirect subsidiary of Altice N.V. issued $320,000 principal amount of the 7.75% Senior Notes due 2025 (the ‘‘Holdco Notes’’), the proceeds from which were placed in escrow, to finance a portion of the purchase price for the Cequel Acquisition. The Holdco Notes bear interest at a rate of 7.75% per annum and were issued at a price of 98.275% . Interest on the Holdco Notes is payable semi-annually on January 15 and July 15 of each year. The Holdco Notes were automatically exchanged into an equal aggregate principal amount of Cequel 2025 Senior Notes at Cequel during the second quarter of 2016.
The Cequel Indentures contain certain covenants, agreements and events of default which are customary with respect to non-investment grade debt securities, including limitations on the Company’s ability to incur additional indebtedness, pay dividends on or make other distributions or repurchase the Company’s capital stock, make certain investments, enter into certain types of transactions with affiliates, create liens and sell certain assets or merge with or into other companies.
Notes Payable to Affiliates and Related Parties
On June 21, 2016, in connection with the Cablevision Acquisition, the Company issued notes payable to affiliates and related parties aggregating $1,750,000 , of which $875,000 bore interest at 10.75% and matured on December 20, 2023 and $875,000 bore interest at 11% and matured on December 20, 2024.
As discussed in Note 1, in connection with the Company's IPO, the Company converted the notes payable to affiliates and related parties (together with accrued and unpaid interest of $529 and applicable premium of $513,723 ) into shares of the Company’s common stock at the IPO price. The premium was recorded as a loss on extinguishment of debt on the Company's statement of operations for the year ended December 31, 2017. In connection with the conversion of the notes, the Company recorded a credit to paid in capital of $2,264,252 .
For the year ended December 31, 2017 and 2016, the Company recognized interest expense of $90,405 and $102,557 related to these notes prior to their conversion.
Summary of Debt Maturities
The future maturities of debt payable by the Company under its various debt obligations outstanding as of December 31, 2017 , including notes payable, collateralized indebtedness (see Note 10), and capital leases, are as follows:

												
Years Ending December 31,	Cablevision	 	Cequel	 	Total	
2018	$	1,619,094		 	$	16,518		 	$	1,635,612		
2019	565,604		 	18,310		 	583,914		
2020	552,902		 	1,062,713		 	1,615,615		
2021	2,921,269		 	1,262,723		 	4,183,992		
2022	680,700		 	12,734		 	693,434		
Thereafter	9,380,513		 	4,416,270		 	13,796,783		
The amounts in the table above do not include the effects of the debt transactions discussed in Note 20.
NOTE 10.    DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS
Prepaid Forward Contracts
The Company has entered into various transactions to limit the exposure against equity price risk on its shares of Comcast Corporation ("Comcast") common stock.  The Company has monetized all of its stock holdings in Comcast through the execution of prepaid forward contracts, collateralized by an equivalent amount of the respective underlying stock.  At maturity, the contracts provide for the option to deliver cash or shares of Comcast stock with a value determined by reference to the applicable stock price at maturity.  These contracts, at maturity, are expected to offset declines in the

34

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

fair value of these securities below the hedge price per share while allowing the Company to retain upside appreciation from the hedge price per share to the relevant cap price.  
The Company received cash proceeds upon execution of the prepaid forward contracts discussed above which has been reflected as collateralized indebtedness in the accompanying consolidated balance sheets.  In addition, the Company separately accounts for the equity derivative component of the prepaid forward contracts.  These equity derivatives have not been designated as hedges for accounting purposes.  Therefore, the net fair values of the equity derivatives have been reflected in the accompanying consolidated balance sheets as an asset or liability and the net increases or decreases in the fair value of the equity derivative component of the prepaid forward contracts are included in gain (loss) on derivative contracts in the accompanying consolidated statements of operations.
All of the Company's monetization transactions are obligations of its wholly-owned subsidiaries that are not part of CSC Holdings' Restricted Group; however, CSC Holdings has provided guarantees of the subsidiaries' ongoing contract payment expense obligations and potential payments that could be due as a result of an early termination event (as defined in the agreements).  If any one of these contracts were terminated prior to its scheduled maturity date, the Company would be obligated to repay the fair value of the collateralized indebtedness less the sum of the fair values of the underlying stock and equity collar, calculated at the termination date.  As of December 31, 2017 , the Company did not have an early termination shortfall relating to any of these contracts.
The Company monitors the financial institutions that are counterparties to its equity derivative contracts.  All of the counterparties to such transactions carry investment grade credit ratings as of December 31, 2017 .
Put/Call Options
In the third quarter of 2017, the Company entered into a put-call contract that expired in the third quarter of 2018 whereby the Company sold a put option and purchased a call option with the same strike price. These put-call options were settled as of December 31, 2017 and the Company recorded a loss of $97,410 for the year ended December 31, 2017, which represents the difference between the strike price and the closing price of the underlying shares.
Interest Rate Swap Contracts
In June 2016, the Company entered into two fixed to floating interest rate swap contracts. One fixed to floating interest rate swap is converting $750,000 from a fixed rate of 1.6655% to six-month LIBO rate and a second tranche of $750,000 from a fixed rate of 1.68% to six-month LIBO rate. The objective of these swaps is to cover the exposure of the Cequel 2026 Senior Secured Notes issued by Cequel to changes in the market interest rate. These swap contracts were 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.
The Company does not hold or issue derivative instruments for trading or speculative purposes.

35

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The following represents the location of the assets and liabilities associated with the Company's derivative instruments within the consolidated balance sheets:

																			
 	 	 	 	Asset Derivatives	 	Liability Derivatives	
Derivatives Not Designated as Hedging Instruments	 	Balance Sheet
Location	 	Fair Value at December 31, 2017	 	Fair Value at December 31, 2016	 	Fair Value at December 31, 2017	 	Fair Value at December 31, 2016	
 	 	 	 	 	 	 	 	 	 	 	
Prepaid forward contracts	 	Derivative contracts, current	 	$	52,545		 	$	352		 	$	(52,545	)	 	$	(13,158	)	
Prepaid forward contracts	 	Derivative contracts, long-term	 	—		 	10,604		 	(109,504	)	 	—		
Interest rate swap contracts	 	Liabilities under derivative contracts, long-term	 	—		 	—		 	(77,902	)	 	(78,823	)	
 	 	 	 	$	52,545		 	$	10,956		 	$	(239,951	)	 	$	(91,981	)	
Loss related to the Company's derivative contracts related to the Comcast common stock for the years ended December 31, 2017 and 2016 of $(138,920) and $(53,696) , respectively, are reflected in gain (loss) on derivative contracts, net in the Company's consolidated statements of operations.
For the years ended December 31, 2017 and 2016, the Company recorded a gain on investments of $237,354 and $141,896 , respectively, primarily representing the net increase in the fair values of the investment securities pledged as collateral. 
For the years ended December 31, 2017 and 2016, the Company recorded a gain (loss) on interest rate swap contracts of $5,482 and $(72,961) , respectively.
Settlements of Collateralized Indebtedness
The following table summarizes the settlement of the Company's collateralized indebtedness relating to Comcast shares that were settled by delivering cash equal to the collateralized loan value, net of the value of the related equity derivative contracts during the year ended December 31, 2017 : 

				
Number of shares (a)	26,815,368		
Collateralized indebtedness settled	$	(774,703	)	
Derivatives contracts settled	(56,356	)	
 	(831,059	)	
Proceeds from new monetization contracts	838,794		
Net cash proceeds	$	7,735		

	

(a)	Share amounts are adjusted for the 2 for 1 stock split in February 2017.	
The cash to settle the collateralized indebtedness was obtained from the proceeds of new monetization contracts covering an equivalent number of Comcast shares.  The terms of the new contracts allow the Company to retain upside participation in Comcast shares up to each respective contract's upside appreciation limit with downside exposure limited to the respective hedge price. 
In April 2017, the Company entered into new monetization contracts related to 32,153,118 shares of Comcast common stock held by Cablevision, which synthetically reversed the existing contracts related to these shares (the "Synthetic Monetization Closeout"). As the existing collateralized debt matures, the Company will settle the contracts with proceeds received from the new monetization contracts. The new monetization contracts mature on April 28, 2021. The new monetization contracts provide the Company with downside protection below the hedge price of $35.47 and upside benefit of stock price appreciation up to $44.72 per share. In connection with the execution of these contracts, the Company recorded (i) the fair value of the equity derivative contracts of $53,316 (in a net asset position), (ii) notes payable of $111,657 , representing the fair value of the existing equity derivative contracts, in a liability position, and

36

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

(iii) a discount on notes payable of $58,341 .
NOTE 11.    FAIR VALUE MEASUREMENT
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.  Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions.  The fair value hierarchy consists of the following three levels:

•	Level I - Quoted prices for identical instruments in active markets.	
		
•	Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.	
		
•	Level III - Instruments whose significant value drivers are unobservable.	
The following table presents for each of these hierarchy levels, the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

										
 	Fair Value
Hierarchy	 	December 31, 2017	 	December 31, 2016	
Assets:	 	 	 	 	 	
Money market funds (of which $14,700 is classified as restricted cash as of December 31, 2016)	Level I	 	$	5,949		 	$	100,139		
Investment securities pledged as collateral	Level I	 	1,720,357		 	1,483,030		
Prepaid forward contracts	Level II	 	52,545		 	10,956		
Liabilities:	 	 	 	 	 	
Prepaid forward contracts	Level II	 	162,049		 	13,158		
Interest rate swap contracts	Level II	 	77,902		 	78,823		
Contingent consideration related to 2017 acquisitions	Level III	 	32,233		 	—		
The Company's cash equivalents, investment securities and investment securities pledged as collateral are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.
The Company's derivative contracts and liabilities under derivative contracts on the Company's balance sheets are valued using market-based inputs to valuation models.  These valuation models require a variety of inputs, including contractual terms, market prices, yield curves, and measures of volatility.  When appropriate, valuations are adjusted for various factors such as liquidity, bid/offer spreads and credit risk considerations.  Such adjustments are generally based on available market evidence.  Since model inputs can generally be verified and do not involve significant management judgment, the Company has concluded that these instruments should be classified within Level II of the fair value hierarchy.
The fair value of the contingent consideration related to acquisitions in the first and fourth quarters of 2017 of $30,000 and $2,233 , respectively, was estimated based on a probability assessment of attaining the targets. The estimated amount recorded as of December 31, 2017 is the full contractual amount for the first quarter acquisition and approximately 51% of the contractual amount for the acquisition that occurred in the fourth quarter.
Fair Value of Financial Instruments
The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate:
Credit Facility Debt, Collateralized Indebtedness, Senior Notes and Debentures, Senior Secured Notes, Senior Guaranteed Notes, Notes Payable to Affiliates and Related Parties and Notes Payable
The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities. The fair value of notes payable is based primarily on the present value of the remaining payments discounted at the borrowing cost.

37

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The carrying values, estimated fair values, and classification under the fair value hierarchy of the Company's financial instruments, excluding those that are carried at fair value in the accompanying consolidated balance sheets, are summarized as follows:

																		
 	 	 	December 31, 2017	 	December 31, 2016	
 	Fair Value
Hierarchy	 	Carrying
Amount (a)	 	Estimated
Fair Value	 	Carrying
Amount (a)	 	Estimated
Fair Value	
Altice USA debt instruments:	 	 	 	 	 	 	 	 	 	
Notes payable to affiliates and related parties	Level II	 	$	—		 	$	—		 	$	1,750,000		 	$	1,837,876		
CSC Holdings debt instruments:	 	 	 	 	 	 	 	 	 	
Credit facility debt	Level II	 	3,393,306		 	3,435,000		 	2,631,887		 	2,675,256		
Collateralized indebtedness	Level II	 	1,349,474		 	1,305,932		 	1,286,069		 	1,280,048		
Senior guaranteed notes	Level II	 	2,291,185		 	2,420,000		 	2,289,494		 	2,416,375		
Senior notes and debentures	Level II	 	6,409,889		 	7,221,846		 	6,732,816		 	7,731,150		
Notes payable	Level II	 	56,956		 	55,289		 	13,726		 	13,260		
Cablevision senior notes	Level II	 	1,818,115		 	1,931,239		 	2,742,082		 	2,920,056		
Cequel debt instruments:	 	 			 			 			 			
Cequel credit facility	Level II	 	1,250,217		 	1,258,675		 	812,903		 	815,000		
Senior secured notes	Level II	 	2,570,506		 	2,658,930		 	2,566,802		 	2,689,750		
Senior notes	Level II	 	2,770,737		 	2,983,615		 	3,176,131		 	3,517,275		
Notes payable	Level II	 	8,946		 	8,946		 	—		 	—		
 	 	 	$	21,919,331		 	$	23,279,472		 	$	24,001,910		 	$	25,896,046		

	

(a)	Amounts are net of unamortized deferred financing costs and discounts/premiums.	
The fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.
NOTE 12.    INCOME TAXES
The Company files a federal consolidated and certain state combined income tax returns with its 80% or more owned subsidiaries.
Income tax benefit attributable to the Company's operations for the years ended December 31, 2017 and 2016 consist of the following components:

								
 	Years Ended December 31,	
 	2017	 	2016	
Current expense (benefit):	 	 	 	
Federal	$	5,261		 	$	(981	)	
State	12,530		 	5,310		
 	17,791		 	4,329		
Deferred benefit:	 	 	 	
Federal	(2,095,930	)	 	(223,159	)	
State	(784,224	)	 	(40,830	)	
 	(2,880,154	)	 	(263,989	)	
Tax benefit relating to uncertain tax positions	11		 	(6	)	
Income tax benefit	$	(2,862,352	)	 	$	(259,666	)	

38

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The income tax benefit attributable to the Company's operations differs from the amount derived by applying the statutory federal rate to pretax loss principally due to the effect of the following items:

								
 	Years Ended December 31,	
 	2017	 	2016	
Federal tax benefit at statutory rate	$	(478,656	)	 	$	(381,901	)	
State income taxes, net of federal impact	(61,698	)	 	(39,336	)	
Changes in the valuation allowance	(111	)	 	297		
Impact of Federal Tax Reform	(2,332,677	)	 	—		
Changes in the state rates used to measure deferred taxes, net of federal impact	(12,896	)	 	153,239		
Tax benefit relating to uncertain tax positions	(253	)	 	(120	)	
Non-deductible share-based compensation related to the carried unit plan	20,101		 	5,029		
Non-deductible Cablevision Acquisition transaction costs	—		 	4,457		
Other non-deductible expenses	3,405		 	1,551		
Other, net	433		 	(2,882	)	
Income tax benefit	$	(2,862,352	)	 	$	(259,666	)	
Pursuant to the enactment of the Tax Cuts & Jobs Act ("Tax Reform") on December 22, 2017, the Company recorded a noncash deferred tax benefit of $2,332,677 to remeasure the net deferred tax liability to adjust for the reduction in the corporate federal income tax rate 35% to 21% which is effective on January 1, 2018. This adjustment results primarily from a decrease in the deferred tax liabilities with regard to fixed assets and intangibles, partially offset by a decrease in the deferred tax asset for the federal net operating loss carry forward (‘‘NOL’’). The noncash deferred tax benefit is provisional. Revised estimates and additional guidance regarding application of Tax Reform may require adjustments during the allowable measurement period.
Overall, Tax Reform will have a favorable impact on the Company’s income tax profile. Additional first-year depreciation deductions represent a significant timing benefit. Since Tax Reform only limits the deduction for NOLs arising in years beginning after December 31, 2017, the timing of the Company’s deductions with regard to its existing NOLs is largely unaffected. The Company will be subject to Tax Reform’s limitation on interest deductibility which is based on a limit calculated without regard to depreciation or amortization through 2021. The resulting interest deduction that is deferred, and can be carried forward indefinitely, is expected to fully reverse. However, as is the case with any future deductible temporary difference, management will evaluate realizability to determine whether a valuation allowance is required. Management does not expect that a valuation allowance will be required based on its preliminary estimate of the current facts and circumstances. Repeal of the alternative minimum tax will reduce projected tax payments in the short term while also providing for the refund of alternative minimum tax credits.
As described in Note 1, in June, 2016, (i) Cequel was contributed to Altice USA and (ii) Altice USA completed the Cablevision Acquisition. Accordingly, in the second quarter of 2016, Cequel and Cablevision joined the federal consolidated and certain state combined income tax returns of Altice USA. As a result, the applicate tax rate used to measure deferred tax assets and liabilities of Cequel increased, resulting in a noncash deferred income tax charge of $153,660 .

39

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The tax effects of temporary differences which give rise to significant portions of deferred tax assets or liabilities and the corresponding valuation allowance are as follows.

								
 	December 31,	
 	2017	 	2016	
Noncurrent	 	 	 	
NOLs and tax credit carry forwards	$	785,809		 	$	971,728		
Compensation and benefit plans	49,698		 	93,939		
Partnership investments	68,054		 	113,473		
Restructuring liability	33,247		 	37,393		
Other liabilities	40,149		 	45,561		
Liabilities under derivative contracts	21,034		 	31,529		
Interest deferred for tax purposes	128,516		 	39,633		
Other	8,849		 	6,615		
Deferred tax asset	1,135,356		 	1,339,871		
Valuation allowance	(3,000	)	 	(3,125	)	
Net deferred tax asset, noncurrent	1,132,356		 	1,336,746		
Fixed assets and intangibles	(5,729,274	)	 	(9,065,635	)	
Investments	(113,628	)	 	(187,795	)	
Prepaid expenses	(8,105	)	 	(10,172	)	
Fair value adjustments related to debt and deferred financing costs	(40,215	)	 	(30,535	)	
Other	(10,420	)	 	(14,109	)	
Deferred tax liability, noncurrent	(5,901,642	)	 	(9,308,246	)	
Total net deferred tax liability	$	(4,769,286	)	 	$	(7,971,500	)	
On January 1, 2017, the Company adopted ASU No. 2016-09 using the prospective transition method with respect to the presentation of excess tax benefits in the statement of cash flows. In connection with the adoption, a deferred tax asset of $310,771 for previously unrealized excess tax benefits related to share-based payment awards was recognized with the offset recorded to accumulated deficit.
As of December 31, 2017, the Company's federal NOLs were approximately $2,676,000 .  The utilization of certain pre-merger NOLs of Cablevision and Cequel are limited pursuant to Internal Revenue Code Section 382. The Company does not expect such limitations to impact the ability to utilize the NOLs prior to their expiration.
As of December 31, 2017, the Company has $48,995 of alternative minimum tax credits which do not expire and $17,806 of research credits, expiring in varying amounts from 2023 through 2035.
Deferred tax assets have resulted primarily from the Company's future deductible temporary differences and NOLs. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating the need for a valuation allowance, management takes into account various factors, including the expected level of future taxable income, available tax planning strategies and reversals of existing taxable temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company's consolidated statements of operations. Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances quarterly. Pursuant to the Cablevision Acquisition and Cequel Acquisition, deferred tax liabilities resulting from the book fair value adjustment increased significantly and future taxable income that will result from the reversal of existing taxable temporary differences for which deferred tax liabilities are recognized is sufficient to conclude it is more likely than not that the Company will realize all of its gross deferred tax assets, except those deferred tax assets against which a valuation allowance has been recorded which relate to certain state NOLs.
In the normal course of business, the Company engages in transactions in which the income tax consequences may be uncertain. The Company's income tax returns are filed based on interpretation of tax laws and regulations. Such income

40

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

tax returns are subject to examination by taxing authorities. For financial statement purposes, the Company only recognizes tax positions that it believes are more likely than not of being sustained. There is considerable judgment involved in determining whether positions taken or expected to be taken on the tax return are more likely than not of being sustained.
A reconciliation of the beginning and ending amount of unrecognized tax benefits associated with uncertain tax positions, excluding associated deferred tax benefits and accrued interest, is as follows:

				
Balance at January 1, 2016	$	4,025		
Increases related to prior year tax positions	11		
Balance at December 31, 2017	$	4,036		
As of December 31, 2017, if all uncertain tax positions were sustained at the amounts reported or expected to be reported in the Company's tax returns, the elimination of the Company's unrecognized tax benefits, net of the deferred tax impact, would decrease income tax expense by $5,585 .
In the second quarter of 2016, the Company changed its accounting policy on a prospective basis to present interest expense relating to uncertain tax positions as additional interest expense. For the year ended December 31, 2017, $659 of interest expense relating to uncertain tax position was recorded to interest expense.
The most significant jurisdictions in which the Company is required to file income tax returns include the states of New York, New Jersey, Connecticut, the City of New York, Texas and West Virginia. The State of New York is presently auditing income tax returns for years 2009 through 2011. The State of New Jersey is presently auditing income tax returns for years 2013 through 2015.
Management does not believe that the resolution of the ongoing income tax examination described above will have a material adverse impact on the financial position of the Company.  Changes in the liabilities for uncertain tax positions will be recognized in the interim period in which the positions are effectively settled or there is a change in factual circumstances.
NOTE 13.    SHARE BASED COMPENSATION
Carry Unit Plan
Certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in the Company. The awards generally vest as follows: 50% on the second anniversary of June 21, 2016 for Cablevision employees or December 21, 2015 for Cequel employees ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date.  Neptune Holding US GP LLC, the general partner of Neptune Management LP, has the right to repurchase (or to assign to an affiliate, including the Company, the right to repurchase) vested awards held by employees for sixty days following their termination.  For performance-based awards under the plan, vesting occurs upon achievement or satisfaction of a specified performance condition. The Company considered the probability of achieving the established performance targets in determining the share-based compensation with respect to these awards at the end of each reporting period. The carry unit plan has 259,442,785 units authorized for issuance, of which 211,670,834 have been issued to employees of the Company and 11,300,000 have been issued to employees of Altice N.V. and affiliated companies as of December 31, 2017 .
Beginning on the fourth anniversary of the Base Date, the holders of carry units have an annual opportunity (a sixty day period determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP LLC). Accordingly, the carry units are presented as temporary equity on the consolidated balance sheets at fair value. Adjustments to fair value at each reporting period are recorded in paid-in capital.
The right of Neptune Holding US GP LLC to assign to an affiliate, including the Company, the right to repurchase an employee’s vested units during the sixty-day period following termination, or to satisfy its obligation to repurchase an employee’s vested units during annual 60 day periods following the fourth anniversary of the Base Date, may be exercised by Neptune Holding US GP LLC in its discretion at the time a repurchase right or obligation arises. The carry unit plan requires the purchase price payable to the employee or former employee, as the case may be, to be paid in cash, a

41

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

promissory note (with a term of not more than 3 years and bearing interest at the long-term applicable federal rate under Section 1274(d) of the Internal Revenue Code) or combination thereof, in each case as determined by Neptune Holding US GP LLC in its discretion at the time of the repurchase. Neptune Holding US GP LLC expects that vested units will be redeemed for shares of the Company's Class A common stock upon vesting.
The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date. In addition these units are presented as temporary equity on our consolidated balance sheet at fair value. For carry unit awards granted in 2016, an option pricing model was used which requires subjective assumptions for which changes in these assumptions could materially affect the fair value of the carry units outstanding. The time to liquidity event assumption was based on management’s judgment. The equity volatility assumption was estimated using the historical weekly volatility of publicly traded comparable companies. The risk-free rate assumed was based on the U.S. Constant Maturity Treasury Rates for a period matching the expected time to liquidity event. The discount for lack of marketability was based on Finnerty's (2012) average-strike put option model.
For carry unit awards granted in the first and second quarter of 2017, the Company estimated the grant date fair value based on the value established in the Company's IPO.
The following table summarizes activity relating to carry units:

										
 	Number of Time
Vesting Awards	 	Number of Performance
Based Vesting Awards	 	Weighted Average Grant Date Fair Value	
Balance, December 31, 2016	192,800,000		 	10,000,000		 	$	0.37		
Granted	28,025,000		 	—		 	3.14		
Forfeited	(7,854,166	)	 	—		 	0.37		
Vested	(44,420,833	)	 	—		 	0.41		
Balance, December 31, 2017	168,550,001		 	10,000,000		 	0.71		
The weighted average fair value per unit was $1.76 and $2.50 as of December 31, 2016 and December 31, 2017, respectively. For the years ended December 31, 2017 and 2016, the Company recognized an expense of $57,430 and $14,368 , respectively, related to the push down of share-based compensation related to the carry unit plan of which approximately $55,258 and $9,849 related to units granted to employees of the Company and $2,172 and $4,519 related to employees of Altice N.V. and affiliated companies allocated to the Company.
Stock Option Plan
In connection with the Company's IPO, the Company adopted the Altice USA 2017 Long Term Incentive Plan (the "2017 LTIP"). Under the 2017 LTIP, the Company may grant awards of options, restricted shares, restricted share units, stock appreciation rights, performance stock, performance stock units and other awards. Under the 2017 LTIP, awards may be granted to officers, employees and consultants of the Company or any of its affiliates. The 2017 LTIP will be administered by the Company's Board of Directors (the "Board"), subject to the provision of the stockholders' agreement. The Board has delegated its authority to the Company's Compensation Committee. The Compensation Committee has the full power and authority to, among other things, select eligible participants, to grant awards in accordance with the 2017 LTIP, to determine the number of shares subject to each award or the cash amount payable in connection with an award and determine the terms and conditions of each award. The maximum aggregate number of shares that may be issued under the 2017 LTIP is 9,879,291 . The Board has the authority to amend, suspend, or terminate the 2017 LTIP. No amendment, suspension or termination will be effective without the approval of the Company's stockholders if such approval is required under applicable laws, rules and regulations.
On December 30, 2017, the Company granted 5,110,747 nonqualified stock options under the 2017 LTIP. The stock options were granted with an exercise price of $19.48 , equal to the 30 day volume weighted average of the closing price of Class A common stock as of the grant date. Certain nonqualified stock options ( 2,730,949 awards) will vest 100% on December 21, 2020 and 2,379,798 awards will vest 50% on the second anniversary, 25% on the third anniversary and 25% on the fourth anniversary of the date of grant, generally subject to continued employment with the Company or any of its affiliates, and expire ten years from the date of grant.

42

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The Company calculated the fair value of each option award on the date of grant using the Black-Scholes valuation model.  The Company's computation of expected life was determined based on the simplified method (the average of the vesting period and option term) due to the Company's lack of recent historical data for similar awards.  The interest rate for periods within the contractual life of the stock option was based on interest yields for U.S. Treasury instruments in effect at the time of grant.  The Company's computation of expected volatility was based on historical volatility of its common stock and the expected volatility of comparable publicly-traded companies who granted options that had similar expected lives.
The following aggregate assumptions were used to calculate the fair values of stock option awards granted on December 30, 2017:

			
Risk-free interest rate	 	2.30%	
Expected life (in years)	 	6.44	
Dividend yield	 	—%	
Volatility	 	33.95%	
Grant date fair value	 	$8.77	

NOTE 14.    AFFILIATE AND RELATED PARTY TRANSACTIONS
Equity Method Investments
In July 2016, the Company completed the sale of a 75% interest in Newsday LLC ("Newsday") to an employee of the Company. The Company retained the remaining 25% ownership interest. Effective July 7, 2016, the operating results of Newsday are no longer consolidated with those of the Company and the Company's 25% interest in the operating results of Newsday is recorded on the equity method.
At December 31, 2017 and 2016, the Company's 25% investment in Newsday and its 25% interest in i24NEWS, Altice N.V.'s 24/7 international news and current affairs channel aggregated $(2,649) and $5,606 , respectively, and is included in investments in affiliates on our consolidated balance sheets. The operating results of Newsday and i24NEWS are recorded on the equity basis. For the years ended December 31, 2017 and 2016, the Company recorded equity in net loss of Newsday of $7,219 and $1,132 , respectively, and equity in net loss of i24NEWS of $2,821 and $0 , respectively.
Affiliate and Related Party Transactions
As the transactions discussed below were conducted between subsidiaries of Altice N.V. under common control and equity method investees, amounts charged for certain services may not have represented amounts that might have been received or incurred if the transactions were based upon arm's length negotiations.

43

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The following table summarizes the revenue and charges related to services provided to or received from subsidiaries of Altice N.V. and Newsday:

								
 	Years Ended December 31,	
 	2017	 	2016	
Revenue	$	1,100		 	$	1,086		
Operating expenses:	 	 	 	
Programming and other direct costs	$	(4,176	)	 	$	(1,947	)	
Other operating expenses, net	(33,140	)	 	(18,854	)	
Operating expenses, net	(37,316	)	 	(20,801	)	
 	 	 	 	
Interest expense (see Note 9)(a)	(90,405	)	 	(112,712	)	
Loss on extinguishment of debt and write-off of deferred financing costs (see Note 9)	(513,723	)	 	—		
Net charges	$	(640,344	)	 	$	(132,427	)	
Capital Expenditures	$	22,012		 	$	45,886		

	

(a)	The 2016 amount includes $10,155 related to Holdco Notes prior to the exchange in addition to the interest related to notes payable to affiliates and related parties discussed in Note 9.	
Revenue
The Company recognized revenue primarily from the sale of advertising to Newsday.
Programming and other direct costs
Programming and other direct costs include costs incurred by the Company for the transport and termination of voice and data services provided by a subsidiary of Altice N.V.
Other operating expenses
Altice N.V. provides certain executive services, as well as consulting, advisory and other services, including, prior to the IPO, CEO, CFO and COO services, to the Company. Compensation under the terms of the agreement is an annual fee of $30,000 to be paid by the Company. Fees associated with this agreement recorded by the Company amounted to approximately $30,000 and $20,556 , for the years ended December 31, 2017 and 2016, respectively. As of June 20, 2017, the CEO, CFO and COO became employees of the Company and the agreement was assigned to Altice N.V. by a subsidiary of Altice N.V. This agreement will be terminated upon the completion of the Distribution discussed in Note 1.
Other operating expenses also include charges for services provided by other subsidiaries of Altice N.V. aggregating $4,057 and $887 , respectively, net of a credit of $917 and $2,589 related to transition services provided to Newsday for the year ended December 31, 2017 and 2016, respectively.
Capital Expenditures
Capital expenditures for the year ended December 31, 2017 include $17,434 of equipment purchased from Altice Labs S.A., and $4,578 of software development services, that were capitalized, from Altice Management International and other Altice N.V. subsidiaries.
Capital expenditures for the year ended December 31, 2016 include $44,121 of equipment purchased from Altice Management International and $1,025 from another Altice N.V. subsidiary. In addition, the Company acquired certain software development services that were capitalized from Altice Labs S.A. aggregating $740 .

44

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

Aggregate amounts that were due from and due to related parties are summarized below:

								
 	December 31,	
 	2017	 	2016	
Due from:	 	 	 	
Altice US Finance S.A. (a)	$	12,951		 	$	12,951		
Newsday (b)	2,713		 	6,114		
Altice Management Americas (b)	33		 	3,117		
i24NEWS (b)	4,036		 	—		
Other Altice N.V. subsidiaries (b)	31		 	—		
 	$	19,764		 	$	22,182		
Due to:	 	 	 	
CVC 3BV (c)	$	—		 	$	71,655		
Neptune Holdings US LP (c)	—		 	7,962		
Altice Management International (d)	—		 	44,121		
Newsday (b)	33		 	275		
Altice Labs S.A. (d)	7,354		 	866		
Other Altice N.V. subsidiaries (e)	3,611		 	2,484		
 	$	10,998		 	$	127,363		

	

		
(a)	Represents interest on senior notes paid by the Company on behalf of the affiliate.	

(b)	Represents amounts paid by the Company on behalf of the respective related party and for Newsday, the net amounts due from the related party also include charges for certain transition services provided.	

(c)	Represents distributions payable to stockholders.	

(d)	Amounts payable as of December 31, 2016 primarily represent amounts due for equipment purchases and/or software development services discussed above.	

(e)	Represents amounts due to affiliates for services provided to the Company.	
The table above does not include notes payable to affiliates and related parties of $1,750,000 and the related accrued interest of $102,557 as of December 31, 2016 , respectively, which is reflected in accrued interest in the Company's balance sheet. See discussion in Note 9.
In the second quarter of 2017, prior to the Company's IPO, the Company declared and paid cash distributions aggregating $839,700 to stockholders, $500,000 of which were funded with proceeds from borrowings under CSC Holdings' revolving credit facility. In 2016, the Company declared cash distributions of $445,176 , of which $365,559 were paid in 2016 and $79,617 were paid in the first quarter of 2017.

45

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

NOTE 15.    COMMITMENTS AND CONTINGENCIES
Commitments
Future cash payments and commitments required under arrangements pursuant to contracts entered into by the Company in the normal course of business as of December 31, 2017 are as follows:

																				
 	Payments Due by Period	
 	Total	 	Year 1	 	Years 2-3	 	Years 4-5	 	More than
5 years	
Off balance sheet arrangements:	 	 	 	 	 	 	 	 	 	
Purchase obligations (a)	$	8,427,609		 	$	3,072,083		 	$	4,181,199		 	$	1,094,508		 	$	79,819		
Guarantees (b)	36,224		 	34,716		 	1,508		 	—		 	—		
Letters of credit (c)	129,473		 	200		 	120		 	129,153		 	—		
Total	$	8,593,306		 	$	3,106,999		 	$	4,182,827		 	$	1,223,661		 	$	79,819		

	

(a)	Purchase obligations primarily include contractual commitments with various programming vendors to provide video services to customers and minimum purchase obligations to purchase goods or services.  Future fees payable under contracts with programming vendors are based on numerous factors, including the number of customers receiving the programming.  Amounts reflected above related to programming agreements are based on the number of customers receiving the programming as of December 31, 2017 multiplied by the per customer rates or the stated annual fee, as applicable, contained in the executed agreements in effect as of December 31, 2017 . 	

(b)	Includes franchise and performance surety bonds primarily for the Company's cable television systems. 	

(c)	Represent letters of credit guaranteeing performance to municipalities and public utilities and payment of insurance premiums. Payments due by period for these arrangements represent the year in which the commitment expires although payments under these arrangements are required only in the event of nonperformance.	
The table above does not include obligations for payments required to be made under multi-year franchise agreements based on a percentage of revenues generated from video service per year.
Many of the Company's franchise agreements and utility pole leases require the Company to remove its cable wires and other equipment upon termination of the respective agreements.  The Company has concluded that the fair value of these asset retirement obligations cannot be reasonably estimated since the range of potential settlement dates is not determinable.
Legal Matters
Following expiration of the affiliation agreements for carriage of certain Fox broadcast stations and cable networks on October 16, 2010, News Corporation terminated delivery of the programming feeds to Cablevision, and as a result, those stations and networks were unavailable on Cablevision's cable television systems. On October 30, 2010, Cablevision and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits alleging breach of contract, unjust enrichment, and consumer fraud and seeking unspecified compensatory damages, punitive damages and attorneys' fees were subsequently filed on behalf of Cablevision's customers seeking recovery for the lack of Fox programming. Those lawsuits were consolidated in an action before the U. S. District Court for the Eastern District of New York, and a consolidated complaint was filed in that court on February 22, 2011. On March 28, 2012, in ruling on Cablevision's motion to dismiss, the Court dismissed all of plaintiffs’ claims, except for breach of contract.  On March 30, 2014, the Court granted plaintiffs’ motion for class certification. The parties have entered into a settlement agreement. The Court granted preliminary approval of the settlement agreement on January 8, 2018, and set a hearing for final approval on May 17, 2018. As of December 31, 2016, the Company had an estimated liability associated with a potential settlement totaling $5,200 . During the year ended December 31, 2017 , the Company recorded an additional liability of $800 . The amount ultimately paid in connection with the proposed settlement could exceed the amount recorded.
In October 2015, the New York Attorney General began an investigation into whether the major Internet Service Providers in New York State deliver advertised Internet speeds. The Company is cooperating with this investigation and is currently

46

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

in discussions with the New York Attorney General about resolving the investigation as to the Company, which resolution may involve operational and/or financial components. While the Company is unable to predict the outcome of the investigation or these discussions, at this time it does not expect that the outcome will have a material adverse effect on its operations, financial conditions or cash flows.
The Company receives notices from third parties and, in some cases, is named as a defendant in certain lawsuits claiming infringement of various patents relating to various aspects of the Company's businesses.  In certain of these cases other industry participants are also defendants.  In certain of these cases the Company expects that any potential liability would be the responsibility of the Company's equipment vendors pursuant to applicable contractual indemnification provisions.  The Company believes that the claims are without merit and intends to defend the actions vigorously, but is unable to predict the outcome of these matters or reasonably estimate a range of possible loss.
In addition to the matters discussed above, the Company is party to various lawsuits, some involving claims for substantial damages.  Although the outcome of these other matters cannot be predicted and the impact of the final resolution of these other matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these other lawsuits will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.
NOTE 16.    SEGMENT INFORMATION
The Company classifies its operations into two reportable segments: Cablevision and Cequel. The Company's reportable segments are strategic business units that are managed separately. The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment Adjusted EBITDA, a non-GAAP measure.  The Company defines Adjusted EBITDA as net income (loss) excluding income taxes, income (loss) from discontinued operations, non-operating other income or expenses, 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, interest expense (including cash interest expense), interest income, depreciation and amortization (including impairments), share-based compensation expense or benefit, restructuring expense or credits and transaction expenses.  The Company has presented the components that reconcile Adjusted EBITDA to operating income, an accepted GAAP measure:

																								
 	Year Ended December 31, 2017	 	Year Ended December 31, 2016	
 	Cablevision	 	Cequel	 	Total	 	Cablevision	 	Cequel	 	Total	
Operating income	$	320,686		 	$	520,322		 	$	841,008		 	$	78,008		 	$	384,801		 	$	462,809		
Share-based compensation	42,060		 	15,370		 	57,430		 	9,164		 	5,204		 	14,368		
Restructuring and other expense	112,384		 	40,017		 	152,401		 	212,150		 	28,245		 	240,395		
Depreciation and amortization (including impairments)	2,251,710		 	678,861		 	2,930,571		 	963,665		 	736,641		 	1,700,306		
Adjusted EBITDA	$	2,726,840		 	$	1,254,570		 	$	3,981,410		 	$	1,262,987		 	$	1,154,891		 	$	2,417,878		

	

(a)	Reflects operating results of Cablevision from the date of acquisition.	

47

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

A reconciliation of reportable segment amounts to the Company's consolidated balances are as follows:

								
 	Year Ended December 31,	
 	2017	 	2016	
Operating income for reportable segments	$	841,008		 	$	462,809		
Items excluded from operating income:	 	 	 	
Interest expense	(1,603,132	)	 	(1,456,541	)	
Interest income	1,921		 	13,811		
Gain on investments, net	237,354		 	141,896		
Loss on derivative contracts, net	(236,330	)	 	(53,696	)	
Gain (loss) on interest rate swap contracts	5,482		 	(72,961	)	
Loss on extinguishment of debt and write-off of deferred financing costs	(600,240	)	 	(127,649	)	
Other income (expense), net	(13,651	)	 	1,186		
Loss before income taxes	$	(1,367,588	)	 	$	(1,091,145	)	
The following table presents the composition of revenue by segment:

																												
 	Year Ended December 31, 2017	 	Year Ended December 31, 2016	
 	Cablevision (a)	 	Cequel	 	Eliminations	 	Total	 	Cablevision (a)	 	Cequel	 	Total	
Residential:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pay TV	$	3,175,097		 	$	1,099,025		 	$	—		 	$	4,274,122		 	$	1,668,348		 	$	1,120,525		 	$	2,788,873		
Broadband	1,649,771		 	958,824		 	—		 	2,608,595		 	817,160		 	834,414		 	1,651,574		
Telephony	570,871		 	129,894		 	—		 	700,765		 	311,832		 	153,939		 	465,771		
Business services and wholesale	922,691		 	375,522		 	—		 	1,298,213		 	468,632		 	350,909		 	819,541		
Advertising	321,149		 	73,509		 	(2,792	)	 	391,866		 	163,678		 	88,371		 	252,049		
Other	10,747		 	22,642		 	—		 	33,389		 	14,402		 	25,002		 	39,404		
Total Revenue	$	6,650,326		 	$	2,659,416		 	$	(2,792	)	 	$	9,306,950		 	$	3,444,052		 	$	2,573,160		 	$	6,017,212		

	

(a)	Reflects revenue from the Cablevision Acquisition Date.	
Capital expenditures (cash basis) by reportable segment are presented below:

								
 	Years Ended December 31,	
 	2017	 	2016	
Cablevision	$	671,417		 	$	298,357		
Cequel	279,932		 	327,184		
 	$	951,349		 	$	625,541		
All revenues and assets of the Company's reportable segments are attributed to or located in the United States.
Total assets by segment are not provided as such amounts are not regularly reviewed by the chief operating decision maker for purposes of decision making regarding resource allocations.

48

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

NOTE 17.    BENEFIT PLANS
Qualified and Non-qualified Defined Benefit Plans
Retirement Plans (collectively, the "Defined Benefit Plans")
The Company sponsors a non-contributory qualified defined benefit cash balance retirement plan (the "Pension Plan") for the benefit of non-union employees of Cablevision, as well as certain employees covered by a collective bargaining agreement in Brooklyn.
The Company maintains an unfunded non-contributory non-qualified defined benefit excess cash balance plan ("Excess Cash Balance Plan") covering certain current and former employees of Cablevision who participate in the Pension Plan. The Company also maintained an additional unfunded non-contributory, non-qualified defined benefit plan ("CSC Supplemental Benefit Plan") for the benefit of certain former officers and employees of Cablevision which provided that, upon retiring on or after normal retirement age, a participant receives a benefit equal to a specified percentage of the participant's average compensation, as defined.  All participants were 100% vested in the CSC Supplemental Benefit Plan.  The benefits related to the CSC Supplemental Plan were paid to participants in January 2017 and the plan was terminated.   
Cablevision's Pension Plan and the Excess Cash Balance Plan are frozen and no employee of Cablevision who was not already a participant could participate in the plans and no further annual Pay Credits (a certain percentage of employees' eligible pay) are made.  Existing account balances under the plans continue to be credited with monthly interest in accordance with the terms of the plans.
Plan Results for Defined Benefit Plans
Summarized below is the funded status and the amounts recorded on the Company's consolidated balance sheets for all of the Company's Defined Benefit Plans at December 31, 2017 and 2016:

								
 	December 31,	
 	2017	 	2016	
Change in projected benefit obligation:	 	 	 	
Projected benefit obligation at beginning of year	$	382,517		 	$	403,963		
Interest cost	11,786		 	14,077		
Actuarial loss (gain)	13,171		 	(11,429	)	
Curtailments	6,332		 	3,968		
Settlements	6,910		 	—		
Benefits paid	(121,650	)	 	(28,062	)	
Projected benefit obligation at end of year	299,066		 	382,517		
 	 	 	 	
Change in plan assets:	 	 	 		
Fair value of plan assets at beginning of year	284,118		 	297,846		
Actual return on plan assets, net	6,356		 	5,829		
Employer contributions	26,944		 	8,505		
Benefits paid	(121,650	)	 	(28,062	)	
Fair value of plan assets at end of year	195,768		 	284,118		
Unfunded status at end of year	$	(103,298	)	 	$	(98,399	)	
The accumulated benefit obligation for the Company's Defined Benefit Plans aggregated $299,066 and $382,517 at December 31, 2017 and 2016.

49

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The Company's net funded status relating to its Defined Benefit Plans at December 31, 2017 and 2016, is as follows:

								
 	December 31,	
 	2017	 	2016	
Defined Benefit Plans	$	(103,298	)	 	$	(98,399	)	
Less: Current portion related to nonqualified plans	135		 	14,293		
Long-term defined benefit plan obligations	$	(103,163	)	 	$	(84,106	)	
 
Components of the benefit costs, recorded in other income (expense), net, for the Defined Benefit Plans for the years ended December 31, 2017 and 2016, is as follows:

								
 	Years Ended December 31,	 	
 	2017	 	2016	
Interest cost	$	11,786		 	$	6,946		
Expected return on plan assets, net	(4,905	)	 	(3,880	)	
Curtailment loss	3,137		 	231		
Settlement loss (income) (reclassified from accumulated other comprehensive loss) (a)	1,845		 	(154	)	
Non-operating pension costs	$	11,863		 	$	3,143		

	

(a)	As a result of benefit payments to terminated or retired individuals exceeding the service and interest costs for the Pension Plan and the Excess Cash Balance Pension Plan during the year ended December 31, 2017 and during the period June 21, 2016 through December 31, 2016, the Company recognized a non-cash settlement loss that represented the acceleration of the recognition of a portion of the previously unrecognized actuarial losses recorded in accumulated other comprehensive loss on the Company’s consolidated balance sheet relating to these plans.	
Plan Assumptions for Defined Benefit Plans
Weighted-average assumptions used to determine pension costs (made at the beginning of the year) and benefit obligations (made at the end of the year) for the Defined Benefit Plans are as follows:

												
 	Benefit Costs	 	Benefit Obligations at December 31,	
 	For the Year Ended December 31, 2017	 	For the Period June 21, 2016 to
December 31, 2016	 	2017	 	2016	
Discount rate (a)	3.69	%	 	3.53	%	 	3.50	%	 	3.81	%	
Rate of increase in future compensation levels	—	%	 	—	%	 	—	%	 	—	%	
Expected rate of return on plan assets (Pension Plan only)	3.90	%	 	3.97	%	 	N/A		 	N/A		

	

(a)	The discount rate of 3.53% for the period June 21, 2016 through December 31, 2016, represents the average of the quarterly discount rates used to remeasure the Company's projected benefit obligation and benefit costs in connection with the recognition of settlement losses discussed above.	
The discount rate used by the Company in calculating the benefit costs for the Cash Balance Plan and the Excess Cash Balance Plan was determined based on the expected future benefit payments for the plans and from the Towers Watson U.S. Rate Link: 40-90 Discount Rate Model. The model was developed by examining the yields on selected highly rated corporate bonds.
The Company's expected long-term return on Pension Plan assets is based on a periodic review and modeling of the plan's asset allocation structure over a long-term horizon.  Expectations of returns and risk for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward looking economic outlook, and economic/financial market theory.  The expected long-term rate of return was chosen as a best estimate and was determined by (a) historical real returns, net of inflation, for the asset classes

50

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

covered by the investment policy, and (b) projections of inflation over the long-term period during which benefits are payable to plan participants. 
Pension Plan Assets and Investment Policy
The weighted average asset allocations of the Pension Plan at December 31, 2017 and 2016 were as follows:

						
 	Plan Assets at December 31,	
 	2017	 	2016	
Asset Class:	 	 	 	
Mutual funds	32	%	 	43	%	
Fixed income securities	66		 	55		
Cash equivalents and other	2		 	2		
 	100	%	 	100	%	
The Pension Plan's investment objectives reflect an overall low risk tolerance to stock market volatility.  This strategy allows for the Pension Plan to invest in portfolios that would obtain a rate of return throughout economic cycles, commensurate with the investment risk and cash flow needs of the Pension Plan. The investments held in the Pension Plan are readily marketable and can be sold to fund benefit payment obligations of the plan as they become payable.
Investment allocation decisions are formally made by the Company's Benefit Committee, which takes into account investment advice provided by its external investment consultant.  The investment consultant takes into account expected long-term risk, return, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company's Benefit Committee. The major categories of the Pension Plan assets are cash equivalents and bonds which are marked-to-market on a daily basis.  Due to the Pension Plan's significant holdings in long-term government and non-government fixed income securities, the Pension Plan's assets are subjected to interest rate risk; specifically, a rising interest rate environment. Consequently, an increase in interest rates may cause a decrease to the overall liability of the Pension Plan thus creating a hedge against rising interest rates. In addition, a portion of the Pension Plan's bond portfolio is invested in foreign debt securities where there could be foreign currency risks associated with them, as well as in non-government securities which are subject to credit risk of the bond issuer defaulting on interest and/or principal payments. 
Investments at Estimated Fair Value
The fair values of the assets of the Pension Plan at December 31, 2017 by asset class are as follows:

																
Asset Class	Level I	 	Level II	 	Level III	 	Total	
 	 	 	 	 	 	 	 	
Mutual funds	$	61,833		 	$	—		 	$	—		 	$	61,833		
Fixed income securities held in a portfolio:	 	 	 	 	 	 	 	
Foreign issued corporate debt	—		 	10,721		 	—		 	10,721		
U.S. corporate debt	—		 	39,992		 	—		 	39,992		
Government debt	—		 	4,645		 	—		 	4,645		
U.S. Treasury securities	—		 	62,601		 	—		 	62,601		
Asset-backed securities	—		 	10,978		 	—		 	10,978		
Other	—		 	—		 	—		 	—		
Cash equivalents (a)	6,691		 	2,782		 	—		 	9,473		
Total (b)	$	68,524		 	$	131,719		 	$	—		 	$	200,243		

	

		
(a)	A significant portion represents an investment in a short-term investment fund that invests primarily in securities of high quality and low risk.	
		
(b)	Excludes cash and net payables relating to the purchase of securities that were not settled as of December 31, 2017.	
The fair values of the assets of the Pension Plan at December 31, 2016 by asset class are as follows:

51

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
																
Asset Class	Level I	 	Level II	 	Level III	 	Total	
 	 	 	 	 	 	 	 	
Mutual funds	$	121,356		 	$	—		 	$	—		 	$	121,356		
Fixed income securities held in a portfolio:		 	 	 	 	 	 	
Foreign issued corporate debt	—		 	13,583		 	—		 	13,583		
U.S. corporate debt	—		 	48,046		 	—		 	48,046		
Government debt	—		 	4,810		 	—		 	4,810		
U.S. Treasury securities	—		 	77,285		 	—		 	77,285		
Asset-backed securities	—		 	14,065		 	—		 	14,065		
Other	—		 	247		 	—		 	247		
Cash equivalents (a)	2,593		 	3,089		 	—		 	5,682		
Total (b)	$	123,949		 	$	161,125		 	$	—		 	$	285,074		

	

		
(a)	A significant portion represents an investment in a short-term investment fund that invests primarily in securities of high quality and low risk.	
		
(b)	Excludes cash and net payables relating to the purchase of securities that were not settled as of December 31, 2016.	
The fair values of mutual funds and cash equivalents were derived from quoted market prices that the Pension Plan administrator has the ability to access.
The fair values of corporate and government debt, treasury securities and asset-back securities were derived from bids received from a vendor or broker not available in an active market that the Pension Plan administrator has the ability to access.
Benefit Payments and Contributions for Defined Benefit Plans
The following benefit payments are expected to be paid during the periods indicated:

				
2018	$	96,482		
2019	18,960		
2020	14,052		
2021	13,282		
2022	13,792		
2023-2027	69,369		
The Company currently expects to contribute approximately $18,000 to the Pension Plan in 2018. 
Defined Contribution Plans 
The Company maintains the Cablevision 401(k) Savings Plan, a contributory qualified defined contribution plan for the benefit of non-union employees of Cablevision.  Participants can contribute a percentage of eligible annual compensation and the Company will make a matching cash contribution or discretionary contribution, as defined in the plan.  In addition, the Company maintains an unfunded non-qualified excess savings plan which was frozen on January 1, 2017 for which the Company provided a matching contribution similar to the Cablevision 401(k) Savings Plan.  Applicable employees of the Company were eligible for an enhanced employer matching contribution, as well as a year-end employer discretionary contribution to the Cablevision 401(k) Savings Plan and the Cablevision Excess Savings Plan.
Through September 30, 2017, the Company also maintained a 401(k) plan for employees of Cequel. Cequel employees that qualified for participation were able to contribute a percentage of eligible annual compensation and the Company would make a matching cash contribution, as defined in the plan. During the fourth quarter of 2017, the Suddenlink 401(k) plan assets were transferred to the Cablevision 401(k) Savings Plan and the plan was renamed the Altice USA 401(k) Savings Plan.
The cost associated with these plans (including the enhanced employer matching and discretionary contributions on 2016) was $27,577 and $28,501 for the years ended December 31, 2017 and 2016, respectively.

52

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

NOTE 18.    ALLOWANCE FOR DOUBTFUL ACCOUNTS
Activity related to the Company's allowance for doubtful accounts is presented below:

																
 	Balance at Beginning of Period	 	Provision for Bad Debt	 	Deductions/ Write-Offs and Other Charges	 	Balance at End of Period	
Year Ended December 31, 2017	 	 	 	 	 	 	 	
Allowance for doubtful accounts	$	11,677		 	$	74,183		 	$	(72,440	)	 	$	13,420		
 	 	 	 	 	 	 	 	
Year Ended December 31, 2016	 	 	 	 	 	 	 	
Allowance for doubtful accounts	$	1,051		 	$	53,249		 	$	(42,623	)	 	$	11,677		
NOTE 19.    INTERIM FINANCIAL INFORMATION (Unaudited)
The following is a summary of the Company's selected quarterly financial data for the years ended December 31, 2017 and 2016:

																				
 	March 31,
2017	 	June 30,
2017	 	September 30,
2017	 	December 31,
2017 (a)	 	Total
2017	
Residential:	 	 	 	 	 	 	 	 	 	
Pay TV	$	1,083,878		 	$	1,071,163		 	$	1,069,946		 	$	1,049,135		 	$	4,274,122		
Broadband	625,918		 	642,620		 	658,278		 	681,779		 	2,608,595		
Telephony	180,961		 	178,261		 	172,479		 	169,064		 	700,765		
Business services and wholesale	319,420		 	323,641		 	324,642		 	330,510		 	1,298,213		
Advertising	83,361		 	97,501		 	89,292		 	121,712		 	391,866		
Other	8,721		 	9,176		 	7,884		 	7,608		 	33,389		
Revenue	2,302,259		 	2,322,362		 	2,322,521		 	2,359,808		 	9,306,950		
Operating expenses	(2,052,149	)	 	(2,069,094	)	 	(2,201,946	)	 	(2,142,753	)	 	(8,465,942	)	
Operating income	$	250,110		 	$	253,268		 	$	120,575		 	$	217,055		 	$	841,008		
Net income (loss)	$	(76,188	)	 	$	(479,939	)	 	$	(192,434	)	 	$	2,243,325		 	$	1,494,764		
Net income attributable to noncontrolling interests	(237	)	 	(365	)	 	(135	)	 	(850	)	 	(1,587	)	
Net income (loss) attributable to Altice USA Inc.'s stockholders	$	(76,425	)	 	$	(480,304	)	 	$	(192,569	)	 	$	2,242,475		 	$	1,493,177		
Basic and diluted net income (loss) per share attributable to Altice USA Inc.'s stockholders	$	(0.12	)	 	$	(0.73	)	 	$	(0.26	)	 	$	3.04		 	$	2.15		

	

		
(a)	Pursuant to the enactment of the Tax Reform on December 22, 2017, the Company recorded a noncash deferred tax benefit of $2,332,677 to remeasure the net deferred tax liability to adjust for the reduction in the corporate federal income tax rate 35% to 21% which is effective on January 1, 2018.	

53

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
																				
 	March 31,
2016	 	June 30,
2016	 	September 30,
2016	 	December 31,
2016	 	Total
2016	
Residential:	 	 	 	 	 	 	 	 	 	
Pay TV	$	279,736		 	$	370,122		 	$	1,066,019		 	$	1,072,996		 	$	2,788,873		
Broadband	196,691		 	245,568		 	594,932		 	614,383		 	1,651,574		
Telephony	39,735		 	55,855		 	185,834		 	184,347		 	465,771		
Business services and wholesale	84,404		 	111,193		 	309,366		 	314,578		 	819,541		
Advertising	20,887		 	29,843		 	90,555		 	110,764		 	252,049		
Other	6,136		 	10,920		 	13,515		 	8,833		 	39,404		
Revenue	627,589		 	823,501		 	2,260,221		 	2,305,901		 	6,017,212		
Operating expenses	(573,329	)	 	(777,564	)	 	(2,115,955	)	 	(2,087,555	)	 	(5,554,403	)	
Operating income	$	54,260		 	$	45,937		 	$	144,266		 	$	218,346		 	$	462,809		
Net loss	$	(140,748	)	 	$	(282,129	)	 	$	(172,553	)	 	$	(236,049	)	 	$	(831,479	)	
Net loss (income) attributable to noncontrolling interests	—		 	364		 	(256	)	 	(659	)	 	(551	)	
Net loss attributable to Altice USA, Inc. stockholders	$	(140,748	)	 	$	(281,765	)	 	$	(172,809	)	 	$	(236,708	)	 	$	(832,030	)	
Basic and diluted net loss per share attributable to Altice USA Inc.'s stockholders	$	(0.22	)	 	$	(0.43	)	 	$	(0.27	)	 	$	(0.36	)	 	$	(1.28	)	
The Company’s previously reported statements of cash flows for the three months ended March 31, 2017, the six months ended June 30, 2017 and the nine months ended September 30, 2017 reflected distributions to stockholders of $79,617 in cash provided by operating activities. These distributions should have been reflected in financing activities.
NOTE 20.    CHANGE IN ACCOUNTING POLICIES AND ATS ACQUISITION
Adoption of ASC 606 - Revenue from Contracts with Customers
On January 1, 2018, the Company adopted the guidance pursuant to ASC 606, Revenue from Contracts with Customers. The Company elected to apply the guidance on a full retrospective basis, which required the Company to reflect the impact of the updated guidance for all periods presented. The adoption of the guidance resulted in the deferral of certain installation revenue, the deferral of certain commission expenses, and a reduction of revenue due to the reclassification of certain third party giveaways and incentives from operating expense. Additionally, the Company made changes in the composition of revenue resulting from the allocation of value related to bundled services sold to residential customers at a discount.
Installation Services Revenue
Pursuant to ASC 606, the Company's installation services revenue is deferred and recognized over the benefit period. For residential customers, the benefit period is less than one year. For business and wholesale customers, the benefit period is the contract term. Prior to the adoption of ASC 606, the Company recognized installation services revenue for residential and small and medium-sized business ("SMB") customers when installations were completed. As a result of the deferral of installation services revenue for residential and SMB customers, the Company recognized contract liabilities of $6,978 and recorded a cumulative effect adjustment of $5,093 (net of tax of $1,885 ) to retained earnings. The accounting for installation services revenue related to business and wholesale customers has not changed.
Commission Expenses
Pursuant to ASC 606, the Company defers commission expenses related to obtaining a contract with a customer when the expected amortization is greater than one year and amortizes these costs over the average contract term. For commission expenses related to customer contracts with a term of one year or less, the Company is utilizing the practical expedient and is recognizing the costs when incurred.  Prior to the adoption of ASC 606, the Company recognized commission expenses related to the sale of its services when incurred. As a result of the change in the timing of recognition

54

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

of these commission expenses, the Company recognized contract assets of $24,329 and recorded a cumulative effect adjustment of $17,759 (net of tax of $6,570 ) to retained earnings.
Third Party Product Giveaways and Incentives
When the Company acts as the agent in providing certain product giveaways or incentives, revenue is recorded net of the costs of the giveaways and incentives. For the periods prior to January 1, 2018, costs for the giveaways and incentives recorded in other operating expense have been reclassified to revenue.
Bundled Services
The Company provides bundled services at a discounted rate to its customers. Under ASC 606, revenue should be allocated to separate performance obligations within a bundled offering based on the relative stand-alone selling price of each service within the bundle. In connection with the adoption of ASC 606, the Company revised the amounts allocated to each performance obligation within its bundled offerings which reduced previously reported revenue for telephony services and increased previously reported revenue allocated to pay television and broadband services.
Adoption of ASU No. 2017-07 - Compensation-Retirement Benefits (Topic 715)
On January 1, 2018, the Company adopted the guidance pursuant to ASU No. 2017‑07. ASU No. 2017‑07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. In connection with the adoption of ASU No. 2017‑07, the Company retroactively reclassified certain pension costs from other operating expenses to other income (expense), net.
Acquisition of Altice Technical Services US Corp
In January 2018, the Company acquired 70% of the equity interests in Altice Technical Services US Corp. ("ATS") for $1.00 (the "ATS Acquisition") and the Company became the owner of 100% of the equity interests in ATS in March 2018. ATS was previously owned by Altice N.V. and a member of ATS's management through a holding company. As the acquisition is a combination of businesses under common control, the Company combined the results of operations and related assets and liabilities of ATS for all periods since its formation, including goodwill of $23,101 , representing the amount previously transferred to ATS.

55

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The adoption of ASU No. 2017-07 had no impact on the Company's consolidated balance sheet. The following table summarizes the impact of adopting ASC 606 and the impact of the ATS Acquisition on the Company's consolidated balance sheets: 

																												
 	December 31, 2017	 	December 31, 2016	
 	As Reported	 	Impact of ASC 606	 	Impact of ATS Acquisition	 	As Adjusted	 	As Reported	 	Impact of ASC 606	 	As Adjusted	
Cash and cash equivalents	$	273,329		 	$	—		 	$	56,519		 	$	329,848		 	$	486,792		 	$	—		 	$	486,792		
Other current assets	580,231		 	14,068		 	(20,548	)	 	573,751		 	1,218,127		 	14,068		 	1,232,195		
Property, plant and equipment, net	6,063,829		 	—		 	(40,003	)	 	6,023,826		 	6,597,635		 	—		 	6,597,635		
Goodwill	7,996,760		 	—		 	23,101		 	8,019,861		 	7,992,700		 	—		 	7,992,700		
Other assets, long-term	19,861,076		 	10,261		 	(6,541	)	 	19,864,796		 	20,178,995		 	10,261		 	20,189,256		
Total assets	$	34,775,225		 	$	24,329		 	$	12,528		 	$	34,812,082		 	$	36,474,249		 	$	24,329		 	$	36,498,578		
Current liabilities	2,492,983		 	6,978		 	20,401		 	2,520,362		 	3,704,933		 	6,978		 	3,711,911		
Deferred tax liability	4,775,115		 	4,685		 	(10,514	)	 	4,769,286		 	7,966,815		 	4,685		 	7,971,500		
Liabilities, long-term	21,779,997		 	—		 	6,394		 	21,786,391		 	22,704,512		 	—		 	22,704,512		
Total liabilities	$	29,048,095		 	$	11,663		 	$	16,281		 	$	29,076,039		 	$	34,376,260		 	$	11,663		 	$	34,387,923		
Redeemable equity	231,290		 	—		 	—		 	231,290		 	68,147		 	—		 	68,147		
Paid-in-capital	4,642,128		 	—		 	23,101		 	4,665,229		 	3,003,554		 	—		 	3,003,554		
Retained earnings (accumulated deficit)	854,824		 	12,666		 	(26,854	)	 	840,636		 	(975,978	)	 	12,666		 	(963,312	)	
Total stockholders' equity	5,495,840		 	12,666		 	(3,753	)	 	5,504,753		 	2,029,842		 	12,666		 	2,042,508		
Total liabilities and stockholders' equity	$	34,775,225		 	$	24,329		 	$	12,528		 	$	34,812,082		 	$	36,474,249		 	$	24,329		 	$	36,498,578		

56

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

The following table summarizes the impact of adopting ASC 606 and ASU No. 2017-07 and the impact of the ATS Acquisition on the Company's consolidated statements of operations:

																		
 	Year Ended December 31, 2017	
 	As Reported	 	Impact of ASC 606	Impact of ASU No. 2017-07	Impact of ATS Acquisition	 	As Adjusted	
Residential:	 	 	 	 	 	 	 	
Pay TV	$	4,214,745		 	$	59,878		$	—		$	(501	)	 	$	4,274,122		
Broadband	2,563,772		 	45,192		—		(369	)	 	2,608,595		
Telephony	823,981		 	(122,981	)	—		(235	)	 	700,765		
Business services and wholesale	1,298,817		 	(604	)	—		—		 	1,298,213		
Advertising	391,866		 	—		—		—		 	391,866		
Other	33,389		 	—		—		—		 	33,389		
Total revenue	9,326,570		 	(18,515	)	—		(1,105	)	 	9,306,950		
 	 	 	 	 	 	 	 	
Programming and other direct costs	3,035,655		 	—		—		—		 	3,035,655		
Other operating expenses	2,342,655		 	(18,515	)	(11,863	)	35,038		 	2,347,315		
Restructuring and other expense	152,401		 	—		—		—		 	152,401		
Depreciation and amortization	2,930,475		 	—		—		96		 	2,930,571		
Operating income	865,384		 	—		11,863		(36,239	)	 	841,008		
Other income (expense), net	(2,196,733	)	 	—		(11,863	)	—		 	(2,208,596	)	
Loss before income taxes	(1,331,349	)	 	—		—		(36,239	)	 	(1,367,588	)	
Income tax benefit	2,852,967		 	—		—		9,385		 	2,862,352		
Net income	$	1,521,618		 	$	—		$	—		$	(26,854	)	 	$	1,494,764		

57

ALTICE USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Dollars in thousands, except share and per share amounts)
(See Note 20)

	
															
 	Year Ended December 31, 2016	
 	As Reported	 	Impact of ASC 606	Impact of ASU No. 2017-07	 	As Adjusted	
Residential:	 	 	 	 	 	 	
Pay TV	$	2,759,216		 	$	29,657		$	—		 	$	2,788,873		
Broadband	1,617,029		 	34,545		—		 	1,651,574		
Telephony	529,973		 	(64,202	)	—		 	465,771		
Business services and wholesale	819,541		 	—		—		 	819,541		
Advertising	252,049		 	—		—		 	252,049		
Other	39,404		 	—		—		 	39,404		
Total revenue	6,017,212		 	—		—		 	6,017,212		
 	 	 	 	 	 	 	
Programming and other direct costs	1,911,230		 	—		—		 	1,911,230		
Other operating expenses	1,705,615		 	—		(3,143	)	 	1,702,472		
Restructuring and other expense	240,395		 	—		—		 	240,395		
Depreciation and amortization	1,700,306		 	—		—		 	1,700,306		
Operating income	459,666		 	—		3,143		 	462,809		
Other income (expense), net	(1,550,811	)	 	—		(3,143	)	 	(1,553,954	)	
Loss before income taxes	(1,091,145	)	 	—		—		 	(1,091,145	)	
Income tax benefit	259,666		 	—		—		 	259,666		
Net loss	$	(831,479	)	 	$	—		$	—		 	$	(831,479	)	

NOTE 21.    SUBSEQUENT EVENT
In January 2018, CSC Holdings borrowed $150,000 under its revolving credit facility and entered into a new $1,500,000 incremental term loan facility (the "Incremental Term Loan") under its existing CVC Credit Facilities Agreement. The Incremental Term Loan was priced at 99.5% and will mature on January 25, 2026. The Incremental Term Loan is comprised of eurodollar borrowings or alternate base rate borrowings, and bears interest at a rate per annum equal to the adjusted LIBO rate or the alternate base rate, as applicable, plus the applicable margin, where the applicable margin is (i) with respect to any alternate base rate loan, 1.50% per annum and (ii) with respect to any eurodollar loan, 2.50% per annum.
In January 2018, CSC Holdings issued $1,000,000 aggregate principal amount of 5.375% senior guaranteed notes due February 1, 2028 (the "2028 Guaranteed Notes"). The 2028 Guaranteed Notes are senior unsecured obligations and rank pari passu in right of payment with all of the existing and future senior indebtedness, including the existing senior notes and the CVC Credit Facilities and rank senior in right of payment to all of existing and future subordinated indebtedness.
The proceeds from the 2028 Guaranteed Notes, together with proceeds from the Incremental Term Loan, borrowings under the CVC revolving credit facility and cash on hand, were used in February 2018 to repay certain senior notes ( $300,000 principal amount of CSC Holdings' senior notes due in February 2018 and $750,000 principal amount of Cablevision senior notes due in April 2018) and will be used to fund a dividend of $1,500,000 to the Company's stockholders immediately prior to and in connection with the Distribution discussed in Note 1.

58

Exhibit 99.4
Item 9A.     Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of Altice USA's 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, 2017 .
Management's Annual Report on Internal Control Over Financial Reporting
The Current Report on Form 8-K does not include a report on management's assessment regarding internal control over financial reporting or an attestation report of the Company's independent registered public accounting firm due to a transition period provided by SEC rules for newly public companies.
Changes in Internal Control
During the year ended December 31, 2017, there were no changes in the Company's internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
The Company plans to migrate Cequel’s customer billing system to the Cablevision billing system platform in 2018.