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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

        Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

        Number of shares of common stock outstanding as of August 1, 2003:

PART I. FINANCIAL INFORMATION

        For information required by Item 1 and Item 2, refer to Index to Financial Statements on page 8.

        As described in Note 18 to the condensed consolidated financial statements of Cablevision Systems Corporation and subsidiaries and Note 17 to the condensed consolidated financial statements of CSC Holdings, Inc. and subsidiaries, KPMG, the independent accountants for Cablevision and CSC Holdings, has advised Cablevision and CSC Holdings that, due to the status of an investigation by outside counsel into certain improper expense recognition, it is currently unable to complete its review under Statement of Auditing Standards No. 100 ("SAS 100") of the unaudited condensed consolidated financial statements included in this Form 10-Q. When such review is completed and KPMG has rendered a SAS 100 review, Cablevision and CSC Holdings will amend this Form 10-Q.

Item 3.    Quantitative And Qualitative Disclosures About Market Risk

        Cablevision Systems Corporation is exposed to market risks from changes in certain equity security prices and interest rates. Our exposure to interest rate movements results from our use of floating and fixed rate debt to fund our working capital, capital expenditures, and other operational and investment requirements. To manage interest rate risk, we have entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. Such contracts fix the borrowing rates on floating rate debt to provide an economic hedge against the risk of rising rates and/or convert fixed rate borrowings to variable rates to provide an economic hedge against the risk of higher borrowing costs in a declining interest rate environment. In addition, from time to time we may utilize short-term interest rate lock agreements to hedge the risk that the cost of a future issuance of fixed rate debt may be adversely affected by changes in interest rates. We do not enter into interest rate swap contracts for speculative or trading purposes.

        Our exposure to changes in equity security prices stems primarily from the Comcast Corporation, AT&T Corp., Charter Communications, Inc., AT&T Wireless Services, Inc., General Electric Company, Leapfrog Enterprises, Inc. and Adelphia Communications Corporation common stock held by us. We have entered into prepaid forward contracts to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset negative changes in the fair value of these securities, while allowing for certain upside appreciation potential. In the event of an early termination of such contracts, however, we would be obligated to repay the monetization indebtedness less the sum of the fair value of the underlying stock and the fair value of the equity collar, calculated at the termination date. The underlying stock and equity collars are carried at fair market value on our consolidated balance sheet and the monetization indebtedness is carried at its accreted value.

        Fair Value of Debt:    Based on the level of interest rates prevailing at June 30, 2003, the fair value of our fixed rate debt and redeemable preferred stock of $7,527.9 million exceeded its carrying value of $7,288.1 million by approximately $239.8 million. The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Our floating rate borrowings bear interest at current market rates and thus approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at June 30, 2003 would decrease the estimated fair value of fixed rate debt and redeemable preferred stock instruments by approximately $349.7 million to $7,877.6 million. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.

        Interest Rate Derivative Contracts:    As of June 30, 2003, we had outstanding interest rate swap contracts to convert floating rate debt to fixed rate debt covering a total notional principal amount of $1,000.0 million. As of June 30, 2003, the fair market value of these interest rate swap contracts was approximately $3.4 million, a net liability position, as reflected under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest rates across the yield curve, a 100 basis point decrease in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $3.4 million to a net liability position of $6.8 million.

        In addition, we had outstanding prepaid interest rate swap contracts with a notional value of $1,115.0 million entered into in connection with our monetization transactions. As of June 30, 2003, such contracts had a fair market value of $69.2 million, a net liability position, reflected as liabilities under derivative contracts in our consolidated balance sheet. Assuming an immediate and parallel shift in interest

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rates across the yield curve, a 100 basis point increase in interest rates from June 30, 2003 prevailing levels would decrease the fair market value of these contracts by approximately $25.2 million to a liability of $94.4 million.

        Equity Price Risk:    As of June 30, 2003, the fair market value and the carrying value of our holdings of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications common stock aggregated $1,152.0 million. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $115.2 million. As of June 30, 2003, the net fair value and the carrying value of the equity collar component of the prepaid forward contracts entered into to hedge the equity price risk of Comcast, AT&T, Charter Communications, AT&T Wireless, General Electric, Leapfrog and Adelphia Communications aggregated $600.6 million, a net receivable position. The maturities of these prepaid forward contracts are summarized in the following table:

        Other:    As of June 30, 2003, the fair value of the exchange right and put option related to CSC Holdings, Inc.'s Series A Exchangeable Participating Preferred Stock amounted to $37.8 million, a net liability position, reflected as a liability under derivative contracts in the consolidated balance sheet. Assuming a 10% increase in the market price of the underlying Cablevision common stock and no changes in interest rates and volatility, the potential decrease in the fair value of the exchange right and put option would be approximately $11.6 million, to a liability of $49.4 million.

Item 4.    Controls and Procedures

        An evaluation was carried out under the supervision and with the participation of Cablevision'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 Securities and Exchange Commission 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 the end of the period covered by this quarterly report.

        In response to the improper expense recognition at the national services division of Rainbow Media Holdings, the Company has reinforced and enhanced existing policies and procedures (including those related to expense recognition and accruals and required support for payments and accruals), adopted new policies and procedures (including vendor payment guidelines, signature and password protection, and communication of information to those responsible for the preparation of financial statements), required additional support and approval for certain types of payments and accruals, and established enhanced training programs for education of appropriate employees regarding their role in the fair, accurate and complete accumulation of financial and other information contained in the Company's consolidated financial statements.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

        On April 25, 2001, At Home Corporation commenced a lawsuit in the Court of Chancery of the State of Delaware alleging that Cablevision had breached its obligations under certain agreements with At Home. The suit sought a variety of remedies including: rescission of the agreements between At Home and Cablevision and cancellation of all warrants held by Cablevision, damages, and/or an order prohibiting Cablevision from continuing to offer its Optimum Online service and requiring it to convert its Optimum Online customers to the Optimum@Home service and to roll out the Optimum@Home service. On September 28, 2001, At Home filed a petition for reorganization in federal bankruptcy court. In connection with the liquidation of At Home, the claims in this lawsuit, among others, were assigned to the General Unsecured Creditors Liquidated Trust ("GUCLT").

        On June 26, 2003, the GUCLT initiated a separate action against Cablevision brought in the United States District Court for the Northern District of California. The California action stems from a May 1997 agreement between Cablevision and At Home that is no longer in effect. The GUCLT seeks monetary damages of "at least $12.5 million" due to the claimed failure by Cablevision to make alleged required payments to At Home during the 2001 calendar year.

        On July 29, 2003, based on an agreed Stipulation filed jointly by Cablevision and the GUCLT, the Court dismissed the Delaware action with prejudice, other than solely with respect to the specific claims brought by the GUCLT in the California action.

        On April 29, 2002, Yankees Entertainment & Sports Network, LLC (the "YES Network") filed a complaint and, on September 24, 2002, an amended complaint against the Company in the United States District Court, Southern District of New York. The lawsuit arises from the failure of the YES Network and the Company to reach agreement on the carriage of programming of the YES Network (primarily New York Yankees baseball games and New Jersey Nets basketball games) on the Company's cable television systems. The amended complaint alleges a variety of anticompetitive acts and seeks declaratory judgments as to violations of laws, treble damages and injunctive relief, including an injunction requiring the Company to carry the YES Network on its cable television systems. The Company believes that the claims set forth in the complaint are without merit and intends to contest the lawsuit vigorously.

        On March 31, 2003, YES Network and Cablevision reached an agreement pursuant to which Cablevision began carrying programming of the YES Network. Under this agreement, Cablevision will carry the programming for one year under interim arrangements while the parties seek to finalize the terms of a definitive long-term affiliation agreement. If the parties do not reach agreement on the terms of the long-term arrangement, those terms will be established by arbitration. The final terms established will be retroactively applied to March 31, 2003 and Cablevision has agreed to pay YES Network for certain revenue reductions and expenses that YES Network might experience, during the term of the one-year interim agreement, under the "most favored nations" provisions of YES Network's affiliation agreements with certain other distributors. As contemplated by the agreement, the litigation with the YES Network has been stayed and, ultimately, the agreement contemplates that it will be dismissed.

        In August 2002, purported class actions naming as defendants the Company and each of its directors were filed in the Delaware Chancery Court. The actions, which allege breach of fiduciary duties and breach of contract with respect to the exchange of the Rainbow Media Group tracking stock for Cablevision NY Group common stock, were purportedly brought on behalf of all holders of publicly traded shares of Rainbow Media Group tracking stock. The actions seek to (i) enjoin the exchange of Rainbow Media Group tracking stock for Cablevision NY Group common stock, (ii) enjoin any sales of "Rainbow Media Group assets," or, in the alternative, award rescissory damages, (iii) if the exchange is completed, rescind it or award rescissory damages, (iv) award compensatory damages, and (v) award costs and disbursements. The actions were consolidated into one action on September 17, 2002, and on October 3, 2002, the Company filed a motion to dismiss the consolidated action. The action is currently stayed by agreement of the parties pending resolution of a related action brought by one of the plaintiffs to compel the inspection of certain books and records of the Company. The Company believes the claims are without merit and intends to contest the lawsuits vigorously.

        In August 2003, a purported class action naming as defendants the Company, directors and officers of the Company and certain current and former officers and employees of the Company's Rainbow Media

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Holdings and American Movie Classics subsidiaries was filed in New York Supreme Court by the Teachers Retirement System of Louisiana. The actions relate to the August 2002 Rainbow Media Group tracking stock exchange and allege, among other things, that the exchange ratio was based upon a price of the Rainbow Media Group tracking stock that was artificially deflated as a result of the improper recognition of certain expenses at the national services division of Rainbow Media Holdings. The complaint alleges breaches by the individual defendants of fiduciary duties. The complaint also alleges breaches of contract and unjust enrichment by the Company. The complaint seeks monetary damages and such other relief as the court deems just and proper. The Company intends to contest the lawsuit vigorously.

Item 4.    Submission of Matters to a Vote of Security Holders

        The Company's Annual Meeting of Stockholders was held on June 3, 2003. The following matters were voted upon at the Company's Annual Meeting of Stockholders:

Election of Directors:

Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.

Each of the above nominees for election by the Class B common stockholders received the same vote as indicated above.

Ratification and approval of KPMG LLP

Approval of Amendments to the Employee Stock Plan

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Approval of the Long-Term Incentive Plan

Approval of the Executive Performance Incentive Plan

Approval of Amendments to the Non-Employee Director Stock Plan

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits.

(b)

Reports on Form 8-K.

        Cablevision Systems Corporation filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.

        CSC Holdings, Inc. filed Current Reports on Form 8-K with the Commission on April 1, 2003, May 15, 2003, June 18, 2003, July 3, 2003, and August 7, 2003.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

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INDEX TO FINANCIAL STATEMENTS

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar in thousands)

See accompanying notes to condensed consolidated financial statements.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(continued)

See accompanying notes to condensed consolidated financial statements.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2003 and 2002
(Dollars in thousands)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

NOTE 1.    BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements of Cablevision Systems Corporation and its majority owned subsidiaries (the "Company" or "Cablevision") have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (see Note 18). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

        Certain reclassifications have been made to the 2002 financial statements to conform to the 2003 presentation.

NOTE 2.    RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS

        The financial statements as of and for the three and six months ended June 30, 2003 and 2002 presented in this Form 10-Q are unaudited; however, in the opinion of management, such statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

        The interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's and CSC Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002.

        The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2003.

NOTE 3.    COMPREHENSIVE INCOME (LOSS)

        Comprehensive income for the three and six months ended June 30, 2003 amounted to $162,060 and $21,644, respectively. Comprehensive loss for the three and six months ended June 30, 2002 amounted to $98,153 and $347,783, respectively.

NOTE 4.    INCOME (LOSS) PER COMMON SHARE

        Basic net income per share is computed by dividing net income by the weighted average common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average common stock and common stock equivalents outstanding during the period, unless the effect is antidilutive.

        Basic and diluted net loss per common share are computed by dividing net loss by the weighted average number of common shares outstanding. Potential dilutive common shares are not included in the computation as their effect would be antidilutive.

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        A reconciliation of the numerator and denominator of the basic and diluted net income per share calculation for the three months ended June 30, 2003 follows:

        All per share amounts have been adjusted, for all periods presented, to reflect the exchange of each share of Rainbow Media Group tracking stock for 1.19093 shares of Cablevision NY Group common stock on August 20, 2002, as if the exchange occurred on January 1, 2002.

NOTE 5.    CASH FLOWS

        For purposes of the consolidated statements of cash flows, the Company considers short-term investments with a maturity at date of purchase of three months or less to be cash equivalents.

        During the six months ended June 30, 2003 and 2002, the Company's non-cash investing and financing activities and other supplemental data were as follows:

NOTE 6.    STOCK OPTION PLAN

        The Company applies APB 25 and related interpretations in accounting for its stock option plans. The table below sets forth the pro forma net income (loss) as if compensation cost was determined in

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accordance with Statement of Financial Accounting Standards No. 123 for options granted in 1995 through 2003:

        The Company estimated the fair value of each option grant using the Black-Scholes option pricing model. The following assumptions were used in calculating the fair values of options granted in 2003 and 2002:

        In January 2003, the Company offered employees the right to exchange stock options and stock appreciation rights outstanding under the Cablevision Employee Stock Plan which had an exercise price of more than $20.00, for restricted shares of Cablevision NY Group Class A common stock. Employees who accepted the offer received one restricted share for every two common shares issuable upon exercise of his or her options and one restricted share for every three common shares subject to his or her stock appreciation rights. The Company will recognize compensation expense, over the four year vesting period, equal to the excess of the restricted shares' value on the grant date over the par value amount paid for the shares of $.01 per share. Pursuant to the offer, a total of 8,615,241 options and 6,132,146 stock appreciation rights were exchanged for a total of 6,351,847 shares of restricted stock. Accordingly, $111,348 is being expensed ratably over the period March 10, 2003 to March 9, 2007. Options not exchanged pursuant to the offer are subject to variable accounting.

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NOTE 7.    TRANSACTIONS

        In July 2003, the Company repurchased Metro-Goldwyn-Mayer, Inc.'s ("MGM") 20% interest in each of American Movie Classics Company ("AMC"), The Independent Film Channel and WE: Women's Entertainment for $500,000 and entered into a film rights agreement relating to the MGM film library. The $500,000 purchase price consists of $250,000 in cash and a $250,000 note issued by Cablevision and payable five months after closing in cash or, at Cablevision's election, shares of Cablevision NY Group Class A common stock. The $250,000 note requires monthly principal payments of $2.5 million in cash.

        In June 2003, Cablevision announced a plan to pursue the spin-off of all of its ownership interest in the Company's satellite service, together with its Clearview Cinemas theatre chain. The transaction would be structured as a tax-free pro rata spin-off to Cablevision's stockholders, and is expected to be completed by year-end 2003. The spin-off is expected to include a $450,000 contribution from the Company to help fund the new entity. As a result of the proposed spin-off, the Company is no longer pursuing a sale of Clearview Cinemas. The results of operations of Clearview Cinemas have, therefore, been included in continuing operations for all periods presented.

        In May 2003, Northcoast Communications, LLC, a 49.9% owned unconsolidated subsidiary of the Company, completed its sale of spectrum licenses covering 50 U.S. markets to Verizon Wireless for approximately $763,000 in cash. Of the proceeds, approximately $51,000 was used by Northcoast Communications to retire debt. The remaining proceeds, after payment of expenses, were distributed to the partners of Northcoast Communications, including the Company. The Company's share of the proceeds was approximately $651,000, of which $60,000 is being held in an escrow fund to provide for any post-closing adjustments and claims. All of those funds were used by the Company to repay bank debt under the Restricted Group credit facility. The Company's equity in the net income of Northcoast Communications, including the gain on the sale of the licenses recognized by Northcoast Communications, for the six months ended June 30, 2003 amounted to $434,550.

        In March 2003, the Company transferred the stock of its wholly-owned subsidiary, Cablevision Electronics Investments, Inc. to GBO Electronics Acquisition, LLC. As of June 30, 2003, the Company recorded losses aggregating $14,608, net of taxes, in connection with this transaction.

        In January 2003, Fox Sports Networks, LLC exercised its put option relating to its interests in Fox Sports Net Chicago and Fox Sports Net Bay Area that Fox Sports Networks held outside of Regional Programming Partners. Regional Programming Partners is a 60% owned subsidiary of Rainbow Media Holdings, Inc., which holds a 50% interest in each of these businesses. In March 2003, Rainbow Media Holdings and Fox Sports Networks agreed on a $110,000 purchase price for Fox Sports Networks' 50% interest in Fox Sports Net Bay Area and a $40,000 purchase price for Fox Sports Networks' 50% interest in Fox Sports Net Chicago, payable in each case in the form of three-year promissory notes of Regional Programming Partners, bearing interest at Prime plus 1% and secured by the interests being purchased. The transaction is expected to close in the third quarter of 2003.

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NOTE 8.    NET ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

        The assets and liabilities attributable to the retail electronics business transferred in March 2003 have been classified in the consolidated balance sheets as assets and liabilities held for sale and consist of the following:

        The operations of the retail electronics stores and the Bravo programming business sold in December 2002, including restructuring charges (credits), have been classified as discontinued operations, net of taxes, in the consolidated statements of operations for all periods presented.

        Operating results of discontinued operations, including the loss on the disposal of the retail electronics business in March 2003 of $14,608, are summarized as follows:

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NOTE 9.    RECENTLY ISSUED ACCOUNTING STANDARDS

        The FASB issued Statement 143, Accounting for Asset Retirement Obligations, in June 2001. Statement 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The Company's adoption of Statement 143 on January 1, 2003 had no impact on the Company's financial condition or results of operations.

        In June 2002, Statement 146, Accounting for Costs Associated with Exit or Disposal Activities, was issued. This Statement requires recording costs associated with exit or disposal activities at their fair values when a liability has been incurred. Under previous guidance, certain exit costs were accrued upon management's commitment to an exit plan. The provisions of this Statement have been adopted for all exit and disposal activities initiated after December 31, 2002.

        In April 2003, the FASB issued Statement 149, Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities. This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. Statement 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, clarifies when a derivative contains a financing component, amends the definition of an underlying to conform it to language used in FASB Interpretation ("FIN") No. 45, and amends certain other existing pronouncements. Statement 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.

        In May 2003, the FASB issued Statement 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This Statement requires that certain instruments that were previously classified as equity on a company's statement of financial position now be classified as liabilities. Statement 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company is still evaluating the impact of adopting Statement 150.

        In November 2002, the FASB issued FIN 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. This interpretation expands the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees and requires the guarantor to recognize a liability for the fair value of an obligation assumed under a guarantee. The disclosure requirements of FIN 45 were effective for the Company as of December 31, 2002 and had no impact on the consolidated financial statements. The recognition requirements of FIN 45 have been applied prospectively to guarantees issued or modified after December 31, 2002 and did not have a material effect on the consolidated financial statements.

        In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities. FIN 46 addresses consolidation by business enterprises of variable interest entities, which are entities that either (a) do not have equity investors with voting rights or (b) have equity investors that do not provide sufficient financial resources for the entity to support its activities. The interpretation is effective for the first interim or annual reporting period beginning after June 15, 2003 for existing variable interest entities and is effective immediately for variable interest entities created after January 31, 2003. The Company is still evaluating the impact of adopting FIN 46.

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NOTE 10.    DEBT

        In March 2003, Rainbow Media Holdings, a wholly-owned subsidiary of the Company, entered into a $300,000 credit facility consisting of a $160,000 revolver and a $140,000 term loan, maturing on March 31, 2008 and March 31, 2009, respectively. The facility is secured by the stock of Rainbow Media Holdings, certain equity interests owned by Rainbow Media Holdings, and the assets of Rainbow Media Holdings and certain of its subsidiaries. The facility requires commitment reductions beginning in June 2005. The facility contains certain covenants that may limit Rainbow Media Holdings' ability to utilize all of the undrawn funds available thereunder, including covenants requiring the maintenance of financial ratios and restricting the permitted use of borrowed funds.

        In March 2003, AMC, The Independent Film Channel and WE: Women's Entertainment, subsidiaries of Rainbow Media Holdings, entered into a $75,000 credit facility consisting of a $40,000 revolver and a $35,000 term loan, secured by all of the assets of the borrowers. The revolver and term loan mature on March 31, 2008 and March 31, 2009, respectively. The facility requires commitment reductions beginning in June 2005. The facility contains certain covenants that may limit AMC, The Independent Film Channel and WE's ability to utilize all of the undrawn funds available thereunder, including covenants requiring the maintenance of financial ratios and restricting the permitted use of borrowed funds.

NOTE 11.    PREFERRED STOCK OF CSC HOLDINGS, INC.

        In February 2003, Quadrangle Capital Partners LP, a private investment firm, invested $75,000 in CSC Holdings, in the form of 10% Series A Exchangeable Participating Preferred Stock convertible into Cablevision NY Group Class A common stock.

        In connection with the issuance of the preferred stock, the Company entered into an agreement with Quadrangle which grants Quadrangle the right to require the Company to purchase the preferred stock beginning in the third quarter of 2003 ("put option") for cash or through the issuance of common stock of the Company at the Company's option. The exchange right and the put option have been accounted for as a derivative. Accordingly, the fair value of the exchange right and the put option has been reflected as a liability under derivative contracts in the accompanying consolidated balance sheet. The change in the fair value of $37,844 has been included in loss on derivative contracts in the accompanying consolidated statement of operations.

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NOTE 12.    COLLATERALIZED INDEBTEDNESS AND DERIVATIVE CONTRACTS

        In April 2003, the Company monetized the value of its Leapfrog Enterprises, Inc. common stock through the execution of a prepaid forward contract, collateralized by an equivalent amount of the underlying Leapfrog stock. The contract sets a floor and ceiling on the Company's participation in the changes in the underlying stock price and at maturity is expected to offset negative changes in the fair value of the Leapfrog stock, while allowing for upside appreciation potential to the ceiling price. At maturity, the contract provides for the option to deliver cash or shares of Leapfrog stock, with a value determined by reference to the stock price at maturity. The cash proceeds of $16,699, net of prepaid interest, were used to repay outstanding borrowings under the Restricted Group credit facility.

        The contract has not been designated as a hedge for accounting purposes. Therefore, the fair value of the equity forward contract has been reflected in the accompanying consolidated balance sheets and the change in the fair value of the equity derivative component of the prepaid forward contract of $5,440 is included in loss on derivative contracts in the accompanying consolidated statement of operations.

        In January 2003, the Company monetized the value of the General Electric Company common stock received in connection with the sale of the Bravo programming service through the execution of prepaid forward contracts, collateralized by an equivalent amount of the underlying General Electric stock. These contracts set a floor and ceiling on the Company's participation in the changes in the underlying stock price and at maturity are expected to offset negative changes in the fair value of the General Electric stock, while allowing for upside appreciation potential to the ceiling price. At maturity, the contracts provide for the option to deliver cash or shares of General Electric stock, with a value determined by reference to the stock price at maturity. The cash proceeds of $314,029 were used to repay outstanding borrowings under the Restricted Group credit facility.

        Such contracts have not been designated as hedges for accounting purposes. Therefore, the fair values of the equity forward contracts have been reflected in the accompanying consolidated balance sheets and the change in the fair value of the equity derivative component of the prepaid forward contracts of $36,972 is included in loss on derivative contracts in the accompanying consolidated statement of operations.

NOTE 13.    INCOME TAXES

        The income tax expense attributable to continuing operations for the six months ended June 30, 2003 of $143,696 differs from the income tax expense derived from applying the statutory rate due principally to the impact of non-deductible preferred stock dividends, a non-deductible expense related to the exchange right and put option related to the Series A Exchangeable Participating Preferred Stock of CSC Holdings, state taxes, and an adjustment to the deferred tax rate.

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NOTE 14.    RESTRUCTURING

        The following table summarizes the accrued restructuring liability related to the 2001 restructuring plan for continuing operations:

        The following table summarizes the accrued restructuring liability related to the 2002 restructuring plan for continuing operations:

        In 2003, the Company eliminated certain staff positions and incurred severance costs aggregating $4,874, of which approximately $1,250 was paid as of June 30, 2003.

        At June 30, 2003, approximately $25,137 of the total restructuring liability was classified as a current liability in the consolidated balance sheet.

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NOTE 15.    INTANGIBLE ASSETS

        The following table summarizes information relating to the Company's acquired intangible assets at June 30, 2003 and December 31, 2002:

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NOTE 16.    SEGMENT INFORMATION

        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 operating cash flow (defined as operating income (loss) before depreciation and amortization, stock plan income or expense and restructuring charges or credits).