CABLEVISION SYSTEMS CORP /NY - FORM 10-Q

Attached files

file	filename
EX-32 - EXHIBIT 32 - CABLEVISION SYSTEMS CORP /NY	cvc-09302015xex32.htm
EX-31.1 - EXHIBIT 31.1 - CABLEVISION SYSTEMS CORP /NY	cvc-09302015xex311.htm
EX-31.2 - EXHIBIT 31.2 - CABLEVISION SYSTEMS CORP /NY	cvc-09302015xex312.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	For the quarterly period ended	September 30, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	For the transition period from		to



Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.

1-14764	Cablevision Systems Corporation	11-3415180
	Delaware
	1111 Stewart Avenue
	Bethpage, New York 11714
	(516) 803-2300

1-9046	CSC Holdings, LLC	27-0726696
	Delaware
	1111 Stewart Avenue
	Bethpage, New York 11714
	(516) 803-2300

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.



Cablevision Systems Corporation	Yes	ý	No	o
CSC Holdings, LLC	Yes	ý	No	o

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). Yes ý No o

Indicate by check mark whether each Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

Large accelerated

filer

Accelerated

filer

Non-accelerated

filer

Smaller Reporting Company

Cablevision Systems Corporation

Yes

CSC Holdings, LLC

Yes

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).



Cablevision Systems Corporation	Yes	o	No	ý
CSC Holdings, LLC	Yes	o	No	ý

Number of shares of common stock outstanding as of October 30, 2015:



Cablevision NY Group Class A Common Stock -	222,560,590
Cablevision NY Group Class B Common Stock -	54,137,673
CSC Holdings, LLC Interests of Member -	17,631,479

CSC Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format applicable to CSC Holdings, LLC.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS



			Page

PART I.		FINANCIAL INFORMATION

	Item 1.	Financial Statements of Cablevision Systems Corporation and Subsidiaries

		Condensed Consolidated Balance Sheets - September 30, 2015 (unaudited) and December 31, 2014	2

		Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	4

		Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	5

		Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2015 and 2014 (unaudited)	6

		Financial Statements of CSC Holdings, LLC and Subsidiaries

		Condensed Consolidated Balance Sheets - September 30, 2015 (unaudited) and December 31, 2014	7

		Condensed Consolidated Statements of Income - Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	9

		Condensed Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2015 and 2014 (unaudited)	10

		Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2015 and 2014 (unaudited)	11

		Combined Notes to Condensed Consolidated Financial Statements (unaudited)	12

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54

	Item 4.	Controls and Procedures	55

PART II.		OTHER INFORMATION

	Item 1.	Legal Proceedings	56

	Item 1A.	Risk Factors	56

	Item 6.	Exhibits	57

	SIGNATURES		58



PART I.	FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q for the period ended September 30, 2015 is separately filed by Cablevision Systems Corporation ("Cablevision") and CSC Holdings, LLC ("CSC Holdings" and collectively with Cablevision, the "Company", "we", "us" or "our").

This Quarterly Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. In this Quarterly Report 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. Factors that may cause such differences to occur include, but are not limited to:


•	the level of our revenues;


•	competition for subscribers from existing competitors (such as telephone companies, direct broadcast satellite ("DBS") distributors, and Internet-based providers) and new competitors entering our franchise areas;


•	demand for our video, high-speed data and voice services, which is impacted by competition from other services and changes in technology and consumer expectations and behavior;


•	the level of our expenses, including the cost of programming;


•	the level of our capital expenditures;


•	changes in the laws or regulations under which we operate;


•	general economic conditions in the areas in which we operate;


•	the state of the market for debt securities and bank loans;


•	demand for advertising in our newspapers along with subscriber and single copy outlet sales demand for our newspapers;


•	market demand for new services;


•	demand for advertising on our cable television systems;


•	industry conditions;


•	the outcome of litigation and other proceedings, including the matters described in Note 13 of the combined notes to our condensed consolidated financial statements;


•	future acquisitions and dispositions of assets;


•	the tax-free treatment of the MSG Distribution (whereby Cablevision distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company) and the AMC Networks Distribution (whereby Cablevision distributed to its stockholders all of the outstanding common stock of AMC Networks Inc.);


•	whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);


•	other risks and uncertainties inherent in our cable and other telecommunications services businesses, our newspaper publishing business, and our other businesses;


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

•

the expected timing and likelihood of consummation of the pending Merger (as defined herein), including the timing, receipt and terms and conditions of any required governmental approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement (as defined herein); the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all; risks related to the disruption of management’s time from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the proposed Merger could have adverse effects on the price of Cablevision's shares of common stock and our debt securities; and the risk that the proposed Merger and its announcement could have an adverse effect on our ability to retain and hire key personnel and maintain relationships with our suppliers and customers, and on our operating results and businesses generally; and


•	the factors described in our filings with the Securities and Exchange Commission, including under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein.

We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.



Item 1.	Financial Statements

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

	September 30, 2015		December 31, 2014
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	872,636	$	850,413
Accounts receivable, trade (less allowance for doubtful accounts of $7,957 and $12,112)	279,705		277,526
Prepaid expenses and other current assets	137,904		140,094
Amounts due from affiliates	1,089		1,732
Deferred tax asset	—		37,943
Investment securities pledged as collateral	610,823		622,958
Derivative contracts	12,569		—
Total current assets	1,914,726		1,930,666
Property, plant and equipment, net of accumulated depreciation of $9,590,437 and $9,454,315	3,005,260		3,025,747
Investment securities pledged as collateral	610,823		622,958
Derivative contracts	59,517		7,317
Other assets	36,805		44,505
Amortizable intangible assets, net of accumulated amortization of $58,869 and $60,018	37,898		36,781
Indefinite-lived cable television franchises	731,848		731,848
Trademarks and other indefinite-lived intangible assets	7,250		7,250
Goodwill	262,345		264,690
Deferred financing costs, net of accumulated amortization of $71,736 and $58,651	79,276		93,409
	$	6,745,748	$	6,765,171

See accompanying combined notes to condensed consolidated financial statements.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd) (In thousands, except share amounts) (Unaudited)

	September 30, 2015			December 31, 2014
	(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable	$	445,048		$	431,761
Accrued liabilities	604,586			584,446
Amounts due to affiliates	29,646			29,651
Deferred tax liability	69,856			—
Deferred revenue	61,383			52,932
Liabilities under derivative contracts	8,282			93,010
Credit facility debt	71,794			61,849
Collateralized indebtedness	547,426			466,335
Capital lease obligations	22,094			17,216
Notes payable	15,217			12,968
Total current liabilities	1,875,332			1,750,168
Deferred revenue	4,750			4,701
Liabilities under derivative contracts	—			9,207
Other liabilities	244,565			287,367
Deferred tax liability	604,148			611,088
Credit facility debt	2,464,890			2,718,800
Collateralized indebtedness	617,151			519,848
Capital lease obligations	29,832			29,196
Notes payable	3,417			10,943
Senior notes and debentures	5,859,407			5,855,867
Total liabilities	11,703,492			11,797,185
Commitments and contingencies
Redeemable noncontrolling interests	—			8,676
Stockholders' Deficiency:
Preferred Stock, $.01 par value, 50,000,000 shares authorized, none issued	—			—
CNYG Class A common stock, $.01 par value, 800,000,000 shares authorized, 304,046,880 and 300,342,849 shares issued and 222,535,348 and 220,219,935 shares outstanding	3,040			3,003
CNYG Class B common stock, $.01 par value, 320,000,000 shares authorized, 54,137,673 shares issued and outstanding	541			541
RMG Class A common stock, $.01 par value, 600,000,000 shares authorized, none issued	—			—
RMG Class B common stock, $.01 par value, 160,000,000 shares authorized, none issued	—			—
Paid-in capital	773,340			823,103
Accumulated deficit	(4,091,529		)	(4,234,860		)
	(3,314,608		)	(3,408,213		)
Treasury stock, at cost (81,511,532 and 80,122,914 CNYG Class A common shares)	(1,609,290		)	(1,591,021		)
Accumulated other comprehensive loss	(33,548		)	(42,235		)
Total stockholders' deficiency	(4,957,446		)	(5,041,469		)
Noncontrolling interest	(298		)	779
Total deficiency	(4,957,744		)	(5,040,690		)
	$	6,745,748		$	6,765,171

See accompanying combined notes to condensed consolidated financial statements.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three and Nine Months Ended September 30, 2015 and 2014 (In thousands, except per share amounts) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenues, net (including revenues, net from affiliates of $1,097, $1,146, $3,893 and $4,056, respectively) (See Note 15)	$	1,612,601		$	1,626,187		$	4,880,765		$	4,829,910
Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below and including net charges from affiliates of $43,943, $43,799, $133,306 and $135,581, respectively) (See Note 15)	800,879			787,628			2,402,363			2,348,928
Selling, general and administrative (including net charges from affiliates of $479, $126, $3,909 and $2,442, respectively) (See Note 15)	411,799			377,181			1,177,971			1,120,588
Restructuring expense (credits)	(481		)	(137		)	(1,017		)	530
Depreciation and amortization (including impairments)	217,288			209,069			650,117			644,442
	1,429,485			1,373,741			4,229,434			4,114,488
Operating income	183,116			252,446			651,331			715,422
Other income (expense):
Interest expense, net	(146,699		)	(146,442		)	(437,587		)	(430,459		)
Gain (loss) on investments, net	(66,388		)	2,151			(20,641		)	38,988
Gain on equity derivative contracts, net	66,143			13,679			89,616			19,715
Loss on extinguishment of debt and write-off of deferred financing costs	—			(1,931		)	(1,735		)	(10,229		)
Miscellaneous, net	1,800			811			4,114			3,348
	(145,144		)	(131,732		)	(366,233		)	(378,637		)
Income from continuing operations before income taxes	37,972			120,714			285,098			336,785
Income tax expense	(14,541		)	(48,813		)	(131,090		)	(83,722		)
Income from continuing operations, net of income taxes	23,431			71,901			154,008			253,063
Income (loss) from discontinued operations, net of income taxes	(406		)	(79		)	(10,908		)	2,997
Net income	23,025			71,822			143,100			256,060
Net loss (income) attributable to noncontrolling interests	78			(331		)	231			(596		)
Net income attributable to Cablevision Systems Corporation stockholders	$	23,103		$	71,491		$	143,331		$	255,464
Basic income (loss) per share attributable to Cablevision Systems Corporation stockholders:
Income from continuing operations, net of income taxes	$	0.09		$	0.27		$	0.57		$	0.96
Income (loss) from discontinued operations, net of income taxes	$	—		$	—		$	(0.04	)	$	0.01
Net income	$	0.09		$	0.27		$	0.53		$	0.97
Basic weighted average common shares (in thousands)	270,024			265,403			269,089			263,832
Diluted income (loss) per share attributable to Cablevision Systems Corporation stockholders:
Income from continuing operations, net of income taxes	$	0.08		$	0.26		$	0.56		$	0.94
Income (loss) from discontinued operations, net of income taxes	$	—		$	—		$	(0.04	)	$	0.01
Net income	$	0.08		$	0.26		$	0.52		$	0.95
Diluted weighted average common shares (in thousands)	277,266			271,269			275,632			269,625
Amounts attributable to Cablevision Systems Corporation stockholders:
Income from continuing operations, net of income taxes	$	23,509		$	71,570		$	154,239		$	252,467
Income (loss) from discontinued operations, net of income taxes	(406		)	(79		)	(10,908		)	2,997
Net income	$	23,103		$	71,491		$	143,331		$	255,464
Cash dividends declared per share of common stock	$	0.15		$	0.15		$	0.45		$	0.45

See accompanying combined notes to condensed consolidated financial statements.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three and Nine Months Ended September 30, 2015 and 2014 (In thousands) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	23,025		$	71,822		$	143,100		$	256,060
Other comprehensive income (loss):
Defined benefit pension plans and postretirement plans:
Unrecognized actuarial gain (loss)	(15,120		)	2,771			11,329			(2,527		)
Applicable income taxes	6,198			(1,134		)	(4,645		)	1,036
Unrecognized income (loss) arising during period, net of income taxes	(8,922		)	1,637			6,684			(1,491		)
Amortization of actuarial losses, net included in net periodic benefit cost	85			563			887			1,800
Applicable income taxes	(36		)	(230		)	(363		)	(737		)
Amortization of actuarial losses, net included in net periodic benefit cost, net of income taxes	49			333			524			1,063
Settlement loss included in net periodic benefit cost	797			1,074			2,506			4,402
Applicable income taxes	(326		)	(441		)	(1,027		)	(1,804		)
Settlement loss included in net periodic benefit cost, net of income taxes	471			633			1,479			2,598
Other comprehensive income (loss)	(8,402		)	2,603			8,687			2,170
Comprehensive income	14,623			74,425			151,787			258,230
Comprehensive loss (income) attributable to noncontrolling interests	78			(331		)	231			(596		)
Comprehensive income attributable to Cablevision Systems Corporation stockholders	$	14,701		$	74,094		$	152,018		$	257,634

See accompanying combined notes to condensed consolidated financial statements.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 and 2014 (In thousands) (Unaudited)

	2015			2014
Cash flows from operating activities:
Net income	$	143,100		$	256,060
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations, net of income taxes	10,908			(2,997		)
Depreciation and amortization (including impairments)	650,117			644,442
Loss (gain) on investments, net	20,641			(38,988		)
Gain on equity derivative contracts, net	(89,616		)	(19,715		)
Loss on extinguishment of debt and write-off of deferred financing costs	1,735			10,229
Amortization of deferred financing costs and discounts on indebtedness	17,700			17,080
Share-based compensation expense related to equity classified awards	42,847			32,918
Settlement loss and amortization of actuarial losses related to pension and postretirement plans	3,393			6,202
Deferred income taxes	113,136			124,669
Provision for doubtful accounts	28,355			35,994
Excess tax benefit related to share-based awards	(5,592		)	(298		)
Changes in other assets and liabilities	(16,668		)	(36,592		)
Net cash provided by operating activities	920,056			1,029,004
Cash flows from investing activities:
Capital expenditures	(603,969		)	(629,945		)
Proceeds related to sale of equipment, including costs of disposal	4,150			5,009
Decrease in other investments	13,750			—
Increase in other investments	(21,619		)	(883		)
Additions to other intangible assets	(7,444		)	(756		)
Net cash used in investing activities	(615,132		)	(626,575		)
Cash flows from financing activities:
Repayment of credit facility debt	(245,369		)	(975,323		)
Repayment of notes payable	(2,458		)	(2,306		)
Proceeds from issuance of senior notes	—			750,000
Repurchase of senior notes, including premiums and fees	—			(27,173		)
Proceeds from collateralized indebtedness	617,152			416,621
Repayment of collateralized indebtedness and related derivative contracts	(507,846		)	(342,105		)
Proceeds from stock option exercises	17,416			43,679
Dividend distributions to common stockholders	(125,170		)	(120,513		)
Principal payments on capital lease obligations	(14,290		)	(11,208		)
Deemed repurchases of restricted stock	(18,265		)	(6,608		)
Additions to deferred financing costs	—			(14,273		)
Payment for purchase of noncontrolling interest	(8,300		)	—
Distributions to noncontrolling interests, net	(901		)	(1,014		)
Excess tax benefit related to share-based awards	5,592			298
Net cash used in financing activities	(282,439		)	(289,925		)
Net increase in cash and cash equivalents from continuing operations	22,485			112,504
Cash flows of discontinued operations:
Net cash used in operating activities	(232		)	(1,036		)
Net cash provided by (used in) investing activities	(30		)	166
Net decrease in cash and cash equivalents from discontinued operations	(262		)	(870		)
Cash and cash equivalents at beginning of year	850,413			702,224
Cash and cash equivalents at end of period	$	872,636		$	813,858

See accompanying combined notes to condensed consolidated financial statements.

CSC HOLDINGS, LLC AND SUBSIDIARIES (a wholly-owned subsidiary of Cablevision Systems Corporation) CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)

	September 30, 2015		December 31, 2014
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	823,723	$	813,396
Accounts receivable, trade (less allowance for doubtful accounts of $7,957 and $12,112)	279,705		277,526
Prepaid expenses and other current assets	135,538		131,891
Amounts due from affiliates	1,089		1,694
Investment securities pledged as collateral	610,823		622,958
Derivative contracts	12,569		—
Total current assets	1,863,447		1,847,465
Property, plant and equipment, net of accumulated depreciation of $9,590,437 and $9,454,315	3,005,260		3,025,747
Investment securities pledged as collateral	610,823		622,958
Derivative contracts	59,517		7,317
Other assets	36,805		44,505
Amortizable intangible assets, net of accumulated amortization of $58,869 and $60,018	37,898		36,781
Indefinite-lived cable television franchises	731,848		731,848
Trademarks and other indefinite-lived intangible assets	7,250		7,250
Goodwill	262,345		264,690
Deferred financing costs, net of accumulated amortization of $40,777 and $32,983	50,628		59,470
	$	6,665,821	$	6,648,031

See accompanying combined notes to condensed consolidated financial statements.

CSC HOLDINGS, LLC AND SUBSIDIARIES (a wholly-owned subsidiary of Cablevision Systems Corporation) CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd) (In thousands, except membership unit amounts)

	September 30, 2015			December 31, 2014
	(Unaudited)
LIABILITIES AND MEMBER DEFICIENCY
Current Liabilities:
Accounts payable	$	445,048		$	431,761
Accrued liabilities	550,089			525,774
Amounts due to affiliates	264,112			135,636
Deferred tax liability	134,747			105,285
Deferred revenue	61,383			52,932
Liabilities under derivative contracts	8,282			93,010
Credit facility debt	71,794			61,849
Collateralized indebtedness	547,426			466,335
Capital lease obligations	22,094			17,216
Notes payable	15,217			12,968
Total current liabilities	2,120,192			1,902,766
Deferred revenue	4,750			4,701
Liabilities under derivative contracts	—			9,207
Other liabilities	240,648			282,920
Deferred tax liability	629,323			626,367
Credit facility debt	2,464,890			2,718,800
Collateralized indebtedness	617,151			519,848
Capital lease obligations	29,832			29,196
Notes payable	3,417			10,943
Senior notes and debentures	3,064,327			3,062,126
Total liabilities	9,174,530			9,166,874
Commitments and contingencies
Redeemable noncontrolling interests	—			8,676
Member's Deficiency:
Accumulated deficit	(1,876,842		)	(2,024,065		)
Senior notes due from Cablevision	(611,455		)	(611,455		)
Other member's equity (17,631,479 membership units issued and outstanding)	13,434			149,457
	(2,474,863		)	(2,486,063		)
Accumulated other comprehensive loss	(33,548		)	(42,235		)
Total member's deficiency	(2,508,411		)	(2,528,298		)
Noncontrolling interest	(298		)	779
Total deficiency	(2,508,709		)	(2,527,519		)
	$	6,665,821		$	6,648,031

See accompanying combined notes to condensed consolidated financial statements.

CSC HOLDINGS, LLC AND SUBSIDIARIES (a wholly-owned subsidiary of Cablevision Systems Corporation) CONDENSED CONSOLIDATED STATEMENTS OF INCOME Three and Nine Months Ended September 30, 2015 and 2014 (In thousands) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenues, net (including revenues, net from affiliates of $1,097, $1,146, $3,893 and $4,056, respectively) (See Note 15)	$	1,612,601		$	1,626,187		$	4,880,765		$	4,829,910
Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below and including net charges from affiliates of $43,943, $43,799, $133,306 and $135,581, respectively) (See Note 15)	800,879			787,628			2,402,363			2,348,928
Selling, general and administrative (including net charges from affiliates of $479, $126, $3,909 and $2,442, respectively) (See Note 15)	411,799			377,181			1,177,971			1,120,588
Restructuring expense (credits)	(481		)	(137		)	(1,017		)	530
Depreciation and amortization (including impairments)	217,288			209,069			650,117			644,442
	1,429,485			1,373,741			4,229,434			4,114,488
Operating income	183,116			252,446			651,331			715,422
Other income (expense):
Interest expense	(91,201		)	(90,862		)	(271,092		)	(263,662		)
Interest income	12,226			12,112			36,578			36,314
Gain (loss) on investments, net	(66,388		)	2,151			(20,641		)	38,988
Gain on equity derivative contracts, net	66,143			13,679			89,616			19,715
Loss on extinguishment of debt and write-off of deferred financing costs	—			(1,931		)	(1,735		)	(9,618		)
Miscellaneous, net	1,800			811			4,114			3,348
	(77,420		)	(64,040		)	(163,160		)	(174,915		)
Income from continuing operations before income taxes	105,696			188,406			488,171			540,507
Income tax expense	(43,452		)	(79,007		)	(219,187		)	(172,032		)
Income from continuing operations, net of income taxes	62,244			109,399			268,984			368,475
Income (loss) from discontinued operations, net of income taxes	(406		)	(79		)	(10,908		)	2,997
Net income	61,838			109,320			258,076			371,472
Net loss (income) attributable to noncontrolling interests	78			(331		)	231			(596		)
Net income attributable to CSC Holdings, LLC's sole member	$	61,916		$	108,989		$	258,307		$	370,876
Amounts attributable to CSC Holdings, LLC's sole member:
Income from continuing operations, net of income taxes	$	62,322		$	109,068		$	269,215		$	367,879
Income (loss) from discontinued operations, net of income taxes	(406		)	(79		)	(10,908		)	2,997
Net income	$	61,916		$	108,989		$	258,307		$	370,876

See accompanying combined notes to condensed consolidated financial statements.

CSC HOLDINGS, LLC AND SUBSIDIARIES (a wholly-owned subsidiary of Cablevision Systems Corporation) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three and Nine Months Ended September 30, 2015 and 2014 (In thousands) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	61,838		$	109,320		$	258,076		$	371,472
Other comprehensive income (loss):
Defined benefit pension plans and postretirement plans:
Unrecognized actuarial gain (loss)	(15,120		)	2,771			11,329			(2,527		)
Applicable income taxes	6,198			(1,134		)	(4,645		)	1,036
Unrecognized income (loss) arising during period, net of income taxes	(8,922		)	1,637			6,684			(1,491		)
Amortization of actuarial losses, net included in net periodic benefit cost	85			563			887			1,800
Applicable income taxes	(36		)	(230		)	(363		)	(737		)
Amortization of actuarial losses, net included in net periodic benefit cost, net of income taxes	49			333			524			1,063
Settlement loss included in net periodic benefit cost	797			1,074			2,506			4,402
Applicable income taxes	(326		)	(441		)	(1,027		)	(1,804		)
Settlement loss included in net periodic benefit cost, net of income taxes	471			633			1,479			2,598
Other comprehensive income (loss)	(8,402		)	2,603			8,687			2,170
Comprehensive income	53,436			111,923			266,763			373,642
Comprehensive loss (income) attributable to noncontrolling interests	78			(331		)	231			(596		)
Comprehensive income attributable to CSC Holdings, LLC's sole member	$	53,514		$	111,592		$	266,994		$	373,046

See accompanying combined notes to condensed consolidated financial statements.

CSC HOLDINGS, LLC AND SUBSIDIARIES (a wholly-owned subsidiary of Cablevision Systems Corporation) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 and 2014 (In thousands) (Unaudited)

	2015			2014
Cash flows from operating activities:
Net income	$	258,076		$	371,472
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (income) from discontinued operations, net of income taxes	10,908			(2,997		)
Depreciation and amortization (including impairments)	650,117			644,442
Loss (gain) on investments, net	20,641			(38,988		)
Gain on equity derivative contracts, net	(89,616		)	(19,715		)
Loss on extinguishment of debt and write-off of deferred financing costs	1,735			9,618
Amortization of deferred financing costs and discounts on indebtedness	11,070			10,941
Share-based compensation expense related to Cablevision equity classified awards	42,847			32,918
Settlement loss and amortization of actuarial losses related to pension and postretirement plans	3,393			6,202
Deferred income taxes	44,695			(36,195		)
Provision for doubtful accounts	28,355			35,994
Excess tax benefit related to share-based awards	(13,386		)	(4,469		)
Changes in other assets and liabilities	118,027			207,496
Net cash provided by operating activities	1,086,862			1,216,719
Cash flows from investing activities:
Capital expenditures	(603,969		)	(629,945		)
Proceeds related to sale of equipment, including costs of disposal	4,150			5,009
Decrease in other investments	13,750			—
Increase in other investments	(21,619		)	(883		)
Additions to other intangible assets	(7,444		)	(756		)
Net cash used in investing activities	(615,132		)	(626,575		)
Cash flows from financing activities:
Repayment of credit facility debt	(245,369		)	(975,323		)
Repayment of notes payable	(2,458		)	(2,306		)
Proceeds from issuance of senior notes	—			750,000
Proceeds from collateralized indebtedness	617,152			416,621
Repayment of collateralized indebtedness and related derivative contracts	(507,846		)	(342,105		)
Distributions to Cablevision	(312,515		)	(316,350		)
Principal payments on capital lease obligations	(14,290		)	(11,208		)
Additions to deferred financing costs	—			(14,273		)
Payment for purchase of noncontrolling interest	(8,300		)	—
Distributions to noncontrolling interests, net	(901		)	(1,014		)
Excess tax benefit related to share-based awards	13,386			4,469
Net cash used in financing activities	(461,141		)	(491,489		)
Net increase in cash and cash equivalents from continuing operations	10,589			98,655
Cash flows of discontinued operations:
Net cash used in operating activities	(232		)	(1,036		)
Net cash provided by (used in) investing activities	(30		)	166
Net decrease in cash and cash equivalents from discontinued operations	(262		)	(870		)
Cash and cash equivalents at beginning of year	813,396			651,058
Cash and cash equivalents at end of period	$	823,723		$	748,843

See accompanying combined notes to condensed consolidated financial statements.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 1. BUSINESS

Cablevision Systems Corporation ("Cablevision"), through its wholly-owned subsidiary CSC Holdings, LLC ("CSC Holdings," and collectively with Cablevision, the "Company") owns and operates cable systems and owns companies that provide regional news, local programming and advertising sales services for the cable television industry, provide Ethernet-based data, Internet, voice and video transport and managed services to the business market, and operate a newspaper publishing business. The Company classifies its operations into three reportable segments: (1) Cable, consisting principally of its video, high-speed data, and Voice over Internet Protocol ("VoIP") operations, (2) Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and (3) Other, consisting principally of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites, (ii) the News 12 Networks, which provide regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.

Altice Merger

On September 16, 2015, Cablevision entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Altice N.V. (“Altice”), Neptune Merger Sub Corp., a wholly-owned subsidiary of Altice (“Merger Sub”), and Cablevision. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Cablevision (the “Merger”), with Cablevision surviving as a subsidiary of Altice.

In connection with the Merger, 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”) (other than (i) Shares owned by Cablevision, Altice or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties in a fiduciary capacity, and (ii) Shares that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights) will be converted into the right to receive $34.90 in cash, without interest, less applicable tax withholdings.

Also in connection with the Merger, outstanding equity-based awards granted under Cablevision’s equity plans will be cancelled and converted into a right to receive cash based upon the $34.90 per Share merger price.

On September 16, 2015, the holders of Shares representing a majority of all votes entitled to be cast in the matter executed and delivered to Cablevision and Altice a written consent adopting the Merger Agreement (the "Written Consent"). As a result, the stockholder approval required to consummate the Merger has been obtained and no further action by Cablevision’s stockholders in connection with the Merger is required.

The completion of the Merger is subject to certain customary conditions and approvals set forth in the Merger Agreement, including, among others, (i) the adoption of the Merger Agreement by the holders of Shares representing a majority of all votes entitled to be cast in the matter (which condition has been satisfied as described above), (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, (iii) adoption and release of an order by the Federal Communications Commission granting any required consent to the transfer of control of Cablevision’s licenses, (iv) the conclusion of a review by the Committee on Foreign Investment in the United States pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007, (v) the receipt of certain approvals from state and local public utility commissions and under certain state and local franchise ordinances and agreements, (vi) the absence of any applicable law or order prohibiting consummation of the Merger, and (vii) other customary closing conditions, including (a) the accuracy of Cablevision’s and Altice’s respective representations and warranties (subject to customary materiality qualifiers) and (b) Cablevision’s and Altice’s compliance with their respective obligations and covenants contained in the Merger Agreement. Assuming timely satisfaction of the necessary closing conditions, the Company currently expects the closing of the Merger to occur in the first half of 2016. The Merger is not subject to a financing condition.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

entry into an alternative transaction with respect to an alternative acquisition proposal, among others, and gives Cablevision the right to terminate the Merger Agreement in certain circumstances associated with a failure of Altice’s financing of the Merger, among others. If the Merger Agreement is terminated in certain circumstances associated with Cablevision’s failure to deliver the Written Consent or with respect to an alternative acquisition proposal, among others, Cablevision agreed to pay a termination fee of $280,000 to Altice. Following execution and delivery of the Written Consent on September 16, 2015, no provisions in the Merger Agreement remain in effect pursuant to which the Merger Agreement can be terminated that would require Cablevision to pay the termination fee. If the Merger Agreement is terminated by Cablevision in connection with Altice’s failure to consummate the Merger due to a failure of Altice’s financing of the Merger, then Altice has agreed to pay to Cablevision a termination fee of $560,000.

The Company has expensed $9,709 of transaction costs in the third quarter of 2015 in connection with the Merger Agreement and it expects to incur additional costs prior to and upon consummation of the Merger.

In October 2015, Neptune Finco Corp. (“Finco”), a wholly-owned subsidiary of Altice formed to complete the financing described herein and the merger with CSC Holdings, issued an aggregate principal amount of $3,800,000 (the “Term Loans”) and revolving loan commitments in an aggregate principal amount of $2,000,000 (the “Revolving Credit Facility” and, together with the Term Loans, the “Senior Secured Credit Facilities”). The Term Loans will mature seven years after the Closing Date (as defined below). Quarterly payments each equal to 0.25% of the original principal amount of the term loans will be required to be made beginning with the first full fiscal quarter after the Closing Date. The Revolving Credit Facility will mature five years after the Closing Date. The Revolving Credit Facility will include a financial maintenance covenant solely for the benefit of the lenders under the Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of 5.0 to 1.0, which will be tested on the last day of each fiscal quarter but only if on such day there are outstanding borrowings under the Revolving Credit Facility.

Finco also completed an offering of $1,800,000 aggregate principal amount of 10.125% senior notes due 2023, $2,000,000 aggregate principal amount of 10.875% senior notes due 2025 and $1,000,000 aggregate principal amount of 6.625% senior guaranteed notes due 2025 (collectively the "Notes").

Altice intends to use the proceeds from the Term Loans and the Notes, together with an equity contribution from Altice and its co-investors and existing cash at Cablevision, to (a) finance the Merger, (b) refinance (i) the credit agreement, dated as of April 17, 2013 (the “Existing Credit Facility”), among CSC Holdings, certain subsidiaries of CSC Holdings and the lenders party thereto and (ii) the senior secured credit agreement, dated as of October 12, 2012, among Newsday LLC, CSC Holdings, and the lenders party thereto, and (c) pay related fees and expenses.

Prior to the Merger, CSC Holdings is not responsible for the obligations under the Senior Secured Credit Facilities or the Notes. Following the consummation of the Merger of Merger Sub into Cablevision (the “Closing Date”), Finco will be merged with and into CSC Holdings. As the surviving entity in such merger, CSC Holdings will assume all of the rights and obligations of the borrower under the Senior Secured Credit Facilities and the issuer under the Notes. Within two business days following the Closing Date, (a) the 6.625% senior guaranteed notes will be guaranteed on a senior basis by each restricted subsidiary of CSC Holdings (other than CSC TKR, LLC and its subsidiaries, which own and operate the New Jersey cable television systems, Cablevision Lightpath, Inc. and any subsidiaries of CSC Holdings that are “Excluded Subsidiaries” under the indenture governing the 6.625% senior guaranteed notes) (such subsidiaries, the “Initial Guarantors”) and (b) the obligations under the Senior Secured Credit Facilities will be (i) guaranteed on a senior basis by each Initial Guarantor and (ii) secured on a first priority basis by capital stock held by CSC Holdings and the guarantors in certain subsidiaries of CSC Holdings, subject to certain exclusions and limitations.

Purchase of Newsday Noncontrolling Interest

In September 2015, the Company purchased the minority interest in Newsday Holdings LLC ("Newsday Holdings") held by Tribune Media Company ("Tribune") for approximately $8,300. As a result of this transaction, 100% of the ownership interests in Newsday Holdings are held by the Company. In addition, the indemnity provided by the Company to Tribune for certain taxes incurred by Tribune if Newsday Holdings or its subsidiary sold or otherwise disposed of Newsday assets in a taxable transaction or failed to maintain specified minimum outstanding indebtedness, was amended so that the restriction period lapsed on September 2, 2015.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Cablevision and CSC Holdings have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and with the instructions to Form

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all the information and notes required for complete annual financial statements.

The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.

The financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 presented in this Form 10-Q are unaudited; however, in the opinion of management, such financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.

The accompanying condensed consolidated financial statements of Cablevision include the accounts of Cablevision and its majority-owned subsidiaries and the accompanying condensed consolidated financial statements of CSC Holdings include the accounts of CSC Holdings and its majority-owned subsidiaries. Cablevision has no business operations independent of its CSC Holdings subsidiary, whose operating results and financial position are consolidated into Cablevision. The condensed consolidated balance sheets and statements of income of Cablevision are essentially identical to the condensed consolidated balance sheets and statements of income of CSC Holdings, with the following significant exceptions: Cablevision has $2,795,080 principal value of senior notes outstanding at September 30, 2015 (excluding the $611,455 aggregate principal amount of Cablevision notes held by Newsday Holdings that were issued to third party investors, cash, deferred financing costs and accrued interest related to its senior notes, deferred taxes and accrued dividends on its balance sheet. In addition, CSC Holdings and its subsidiaries have certain intercompany receivables from and payables to Cablevision. Differences between Cablevision's results of operations and those of CSC Holdings primarily include incremental interest expense, interest income, the write-off of deferred financing costs, net of gain on extinguishment of debt, and income tax expense or benefit. CSC Holdings' results of operations include incremental interest income from the Cablevision senior notes held by Newsday Holdings, which is eliminated in Cablevision's results of operations.

The combined notes to the condensed consolidated financial statements relate to the Company, which, except as noted, are essentially identical for Cablevision and CSC Holdings. All significant intercompany transactions and balances between Cablevision and CSC Holdings and their respective consolidated subsidiaries are eliminated in both sets of condensed consolidated financial statements. Intercompany transactions between Cablevision and CSC Holdings are not eliminated in the CSC Holdings condensed consolidated financial statements, but are eliminated in the Cablevision condensed consolidated financial statements.

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, 2015.

The preparation of financial statements in conformity with 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.

Recently Adopted Accounting Pronouncement

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in ASU No. 2014-08 change the criteria for reporting discontinued operations while enhancing certain disclosures. Under ASU No. 2014-08, only disposals representing a strategic shift that has (or will have) a major effect on an entity's operations and financial results should be presented as discontinued operations. In addition, ASU No. 2014-08 requires expanded disclosures about discontinued operations and disposals of individually significant components that do not qualify as discontinued operations. ASU No. 2014-08 was adopted by the Company on January 1, 2015 and did not have any impact on the Company's consolidated financial statements.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective and allows the

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14 that approved deferring the effective date by one year so that ASU No. 2014-09 would become effective for the Company on January 1, 2018. The FASB also approved, in July 2015, permitting the early adoption of ASU No. 2014-09, but not before the original effective date for the Company as of January 1, 2017. The Company has not yet completed the evaluation of the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU No. 2015-03. ASU No. 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU No. 2015-03 becomes effective for the Company on January 1, 2016 and will be applied on a retrospective basis. The Company does not believe ASU No. 2015-03 will have a significant impact on its consolidated financial statements upon adoption.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. ASU No. 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance becomes effective for the Company on January 1, 2016 with early adoption permitted. The Company can elect to adopt ASU No. 2015-05 prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company does not believe ASU No. 2015-05 will have a significant impact on its consolidated financial statements upon adoption on January 1, 2016.

NOTE 3. DIVIDENDS

During the nine months ended September 30, 2015, the Board of Directors of Cablevision declared and paid the following cash dividends to stockholders of record on both its Cablevision NY Group ("CNYG") Class A common stock and CNYG Class B common stock:



Declaration Date	Dividend Per Share	Record Date	Payment Date
February 24, 2015	$0.15	March 16, 2015	April 3, 2015
May 1, 2015	$0.15	May 22, 2015	June 12, 2015
August 6, 2015	$0.15	August 21, 2015	September 10, 2015

Cablevision paid dividends aggregating $125,170, including accrued dividends on vested restricted shares of $3,935 during the nine months ended September 30, 2015. In addition, as of September 30, 2015, up to approximately $8,019 will be paid when, and if, restricted shares and performance based restricted stock units vest.

Pursuant to the terms of the Merger Agreement, Cablevision will not be permitted to declare and pay dividends or repurchase stock, in each case, without the prior written consent of Altice.

During the nine months ended September 30, 2015, CSC Holdings made cash equity distribution payments to Cablevision aggregating $312,515. These distribution payments were funded from cash on hand. The proceeds were used to fund:


•	Cablevision's dividends;


•	Cablevision's interest payments on its senior notes; and


•	Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares.

Cablevision's and CSC Holdings' indentures and the CSC Holdings credit agreement restrict the amount of dividends and distributions in respect of any equity interest that can be made.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 4. INCOME PER SHARE ATTRIBUTABLE TO STOCKHOLDERS

Cablevision

Basic income per common share attributable to Cablevision stockholders is computed by dividing net income attributable to Cablevision stockholders by the weighted average number of common shares outstanding during the period. Diluted income per common share attributable to Cablevision stockholders reflects the dilutive effects of stock options, restricted stock and restricted stock units. For such awards that are performance based, the diluted effect is reflected upon the achievement of the performance criteria.

The following table presents a reconciliation of weighted average shares used in the calculations of the basic and diluted income per share attributable to Cablevision stockholders for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
	(in thousands)
Basic weighted average shares outstanding	270,024	265,403	269,089	263,832
Effect of dilution:
Stock options	3,898	3,339	3,218	3,399
Restricted stock	3,344	2,527	3,325	2,394
Diluted weighted average shares outstanding	277,266	271,269	275,632	269,625

For the nine months ended September 30, 2015, anti-dilutive shares totaling approximately 1,550,000 shares have been excluded from diluted weighted average shares outstanding. Approximately 630,000 restricted shares and 1,767,000 performance based restricted stock units for the three and nine months ended September 30, 2015 have also been excluded from the diluted weighted average shares outstanding as the performance criteria on these awards had not yet been satisfied.

For the three and nine months ended September 30, 2014, anti-dilutive shares totaling approximately 2,100,000 and 1,646,000 shares, respectively, have been excluded from diluted weighted average shares outstanding. Approximately 1,990,000 restricted shares for the three and nine months ended September 30, 2014 have also been excluded from the diluted weighted average shares outstanding as the performance criteria on these awards had not yet been satisfied.

CSC Holdings

Net income per membership unit for CSC Holdings is not presented since CSC Holdings is a limited liability company and a wholly-owned subsidiary of Cablevision.

NOTE 5. GROSS VERSUS NET REVENUE RECOGNITION

In the normal course of business, 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. The Company's policy is that, in instances where the tax is being assessed directly on the Company, amounts paid to the governmental authorities and amounts received from the customers are recorded on a gross basis. That is, amounts paid to the governmental authorities are recorded as technical and operating expenses and amounts received from the customer are recorded as revenues. For the three and nine months ended September 30, 2015, the amount of franchise fees and certain other taxes and fees included as a component of net revenue aggregated $49,910 and $150,596, respectively. For the three and nine months ended September 30, 2014, the amount of franchise fees and certain other taxes and fees included as a component of net revenue aggregated $45,841 and $133,096, respectively.

NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION

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.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

During the nine months ended September 30, 2015 and 2014, the Company's non-cash investing and financing activities and other supplemental data were as follows:



	Nine Months Ended September 30,
	2015		2014
Non-Cash Investing and Financing Activities of Cablevision and CSC Holdings:
Continuing Operations:
Property and equipment accrued but unpaid	$	51,094	$	36,852
Notes payable to vendor	8,318		34,522
Capital lease obligations	19,987		25,412
Intangible asset obligations	760		216
Non-Cash Investing and Financing Activities of Cablevision:
Dividends payable on unvested restricted share awards	3,635		2,794
Supplemental Data:
Continuing Operations - Cablevision:
Cash interest paid	423,273		414,412
Income taxes paid, net	711		8,417
Continuing Operations - CSC Holdings:
Cash interest paid	258,439		248,444
Income taxes paid, net	711		8,417

NOTE 7. DEBT

Repayment of Credit Facility Debt - CSC Holdings

In April 2015, CSC Holdings made a repayment of $200,000 on its outstanding Term B loan facility with cash on hand. In connection with the repayment of the Term B loan facility, the Company recognized a loss on extinguishment of debt of $731 and wrote-off unamortized deferred financing costs related to this loan facility of $1,004.

See Note 1 for a discussion regarding additional debt that will be assumed by the Company upon consummation of the Merger.

NOTE 8. DERIVATIVE CONTRACTS AND COLLATERALIZED INDEBTEDNESS

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 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 following represents the location of the assets and liabilities associated with the Company's derivative instruments within the condensed consolidated balance sheets at September 30, 2015 and December 31, 2014:

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)



Derivatives Not Designated as Hedging Instruments		Asset Derivatives				Liability Derivatives
Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	Fair Value at September 30, 2015		Fair Value at December 31, 2014		Fair Value at September 30, 2015		Fair Value at December 31, 2014
Prepaid forward contracts	Current derivative contracts	$	12,569	$	—	$	8,282	$	93,010
Prepaid forward contracts	Long-term derivative contracts	59,517		7,317		—		9,207
Total derivative contracts		$	72,086	$	7,317	$	8,282	$	102,217

These prepaid forward contracts are not designated as hedging instruments for accounting purposes and the related gain of $66,143 and $89,616, respectively, for the three and nine months ended September 30, 2015 and $13,679 and $19,715, respectively, for the three and nine months ended September 30, 2014, have been reflected in gain on equity derivative contracts, net in the accompanying condensed consolidated statements of income.

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 and the value of the related equity derivative contracts for the nine months ended September 30, 2015. The cash 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.



Number of shares	10,738,809
Collateralized indebtedness settled	$	(438,758	)
Derivative contracts settled	(69,088		)
	(507,846		)
Proceeds from new monetization contracts	617,152
Net cash receipt	$	109,306

In the Merger Agreement, Cablevision agreed that it would not share settle any collateralized indebtedness prior to the Merger.

NOTE 9. 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 at September 30, 2015 and December 31, 2014:

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)



	At September 30, 2015
	Level I		Level II		Level III		Total
Assets:
Money market funds	$	768,055	$	—	$	—	$	768,055
Investment securities	123		—		—		123
Investment securities pledged as collateral	1,221,646		—		—		1,221,646
Prepaid forward contracts	—		72,086		—		72,086
Liabilities:
Prepaid forward contracts	—		8,282		—		8,282



	At December 31, 2014
	Level I		Level II		Level III		Total
Assets:
Money market funds	$	736,330	$	—	$	—	$	736,330
Investment securities	132		—		—		132
Investment securities pledged as collateral	1,245,916		—		—		1,245,916
Prepaid forward contracts	—		7,317		—		7,317
Liabilities:
Prepaid forward contracts	—		102,217		—		102,217

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 prepaid forward contracts reflected as derivative contracts and liabilities under derivative contracts in 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 Company considers the impact of credit risk when measuring the fair value of its derivative asset and/or liability positions, as applicable.

The Company's assets measured at fair value on a nonrecurring basis include long-lived assets, indefinite-lived cable television franchises, trademarks, other indefinite-lived intangible assets and goodwill. During the quarter ended March 31, 2015, the Company performed its annual impairment test of goodwill, indefinite-lived cable television franchises, trademarks and other indefinite-lived intangible assets and there were no impairment charges recorded.

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 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.

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 condensed consolidated balance sheets, are summarized as follows:

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)



		September 30, 2015
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
CSC Holdings notes receivable:
Cablevision senior notes held by Newsday Holdings LLC (a)	Level II	$	611,455	$	582,837
Debt instruments:
Credit facility debt (b)	Level II	$	2,536,684	$	2,540,606
Collateralized indebtedness	Level II	1,164,577		1,143,388
Senior notes and debentures	Level II	3,064,327		2,875,440
Notes payable	Level II	18,634		18,567
CSC Holdings total debt instruments		6,784,222		6,578,001
Cablevision senior notes	Level II	2,795,080		2,632,626
Cablevision total debt instruments		$	9,579,302	$	9,210,627



		December 31, 2014
	Fair Value Hierarchy	Carrying Amount		Estimated Fair Value
CSC Holdings notes receivable:
Cablevision senior notes held by Newsday Holdings LLC (a)	Level II	$	611,455	$	680,587
Debt instruments:
Credit facility debt (b)	Level II	$	2,780,649	$	2,785,975
Collateralized indebtedness	Level II	986,183		957,803
Senior notes and debentures	Level II	3,062,126		3,368,875
Notes payable	Level II	23,911		23,682
CSC Holdings total debt instruments		6,852,869		7,136,335
Cablevision senior notes	Level II	2,793,741		3,048,387
Cablevision total debt instruments		$	9,646,610	$	10,184,722


(a)	These notes are eliminated at the consolidated Cablevision level.


(b)	The principal amount of the Company's credit facility debt, which bears interest at variable rates, approximates its fair value.

Fair value estimates related to the Company's debt instruments and senior notes receivable 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 10. DISCONTINUED OPERATIONS

For the nine months ended September 30, 2015, the Company recorded an expense of $9,400 plus statutory interest of $8,823 (an aggregate of $10,754, net of income taxes) with respect to the decision in a case relating to Rainbow Media Holdings LLC, a business whose operations were previously discontinued (see Note 13). Income from discontinued operations for the nine months ended September 30, 2014 amounted to $5,318 ($2,997, net of income taxes) and resulted primarily from the settlement of a contingency related to Montana property taxes related to Bresnan Broadband Holdings, LLC, a business which was sold in 2013.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

NOTE 11. INCOME TAXES

Cablevision

Cablevision recorded income tax expense of $14,541 and $131,090 for the three and nine months ended September 30, 2015, respectively, reflecting an effective tax rate of 38% and 46%, respectively. In April 2015, corporate income tax changes were enacted for both New York State and the City of New York. Such 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. In the third quarter of 2015, Cablevision recorded tax benefit of $862 relating to an increase in research credit and a reduction of nondeductible expenses in the prior year. Absent these items, the effective tax rate for the three and nine months ended September 30, 2015 would have been 41%.

Cablevision recorded income tax expense of $48,813 and $83,722 for the three and nine months ended September 30, 2014, respectively, reflecting an effective tax rate of 40% and 25%, respectively. In January 2014, the Internal Revenue Service informed the Company that the consolidated federal income tax returns for 2009 and 2010 were no longer under examination. Accordingly, in the first quarter of 2014, Cablevision recorded tax benefit of $53,132 associated with the reversal of a noncurrent liability relating to an uncertain tax position. Absent this item, the effective tax rate for the nine months ended September 30, 2014 would have been 41%.

As of September 30, 2015, Cablevision's federal net operating loss and tax credit carryforwards were approximately $413,000 and $59,000, respectively. Subsequent to the full utilization of such carryforwards, payments for income taxes are expected to increase significantly.

CSC Holdings

CSC Holdings recorded income tax expense of $43,452 and $219,187 for the three and nine months ended September 30, 2015, respectively, reflecting an effective tax rate of 41% and 45%, respectively. In April 2015, corporate income tax changes were enacted for both New York State and the City of New York. Such changes included a provision whereby investment income will be subject to higher taxes. Accordingly, in the second quarter of 2015, CSC Holdings recorded deferred tax expense of $16,334 to remeasure the deferred tax liability for the investment in Comcast common stock and associated derivative securities. Absent this item, the effective tax rate for the nine months ended September 30, 2015 would have been 42%.

CSC Holdings recorded income tax expense of $79,007 and $172,032 for the three and nine months ended September 30, 2014, respectively, reflecting an effective tax rate of 42% and 32%, respectively. In January 2014, the Internal Revenue Service informed the Company that the consolidated federal income tax returns for 2009 and 2010 were no longer under examination. Accordingly, in the first quarter of 2014, CSC Holdings recorded tax benefit of $53,132 associated with the reversal of a noncurrent liability relating to an uncertain tax position. Absent this item, the effective tax rate for the nine months ended September 30, 2014 would have been 42%.

NOTE 12. EQUITY PLANS

Cablevision's Equity Plans

2015 Employee Stock Plan

In March 2015, Cablevision's Board of Directors approved the Cablevision Systems Corporation 2015 Employee Stock Plan ("2015 Plan"), which was approved by Cablevision's stockholders at its annual stockholders meeting on May 21, 2015. Under the 2015 Plan, Cablevision is authorized to grant stock options, restricted shares, restricted stock units, stock appreciation rights, and other equity-based awards. The Company may grant awards for up to 25,000,000 shares of CNYG Class A common stock under the 2015 Plan. Options and stock appreciation rights under the 2015 Plan must be granted with an exercise price of not less than the fair market value of a share of CNYG Class A common stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the 2015 Plan, including vesting and exercisability, will be determined by Cablevision's compensation committee and may be based upon performance criteria. No awards had been granted under the 2015 Plan as of September 30, 2015.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

As a result of the approval of the 2015 Plan by Cablevision's stockholders, all remaining available shares (other than those subject to outstanding grants of restricted stock or stock options) under the Amended and Restated 2006 Employee Stock Plan have been canceled and no further awards will be granted.

Stock Option Award Activity

In March 2015, Cablevision granted options that are scheduled to vest over three years in 33 1/3% annual increments and expire 10 years from the date of grant. Cablevision calculated the fair value of the option award on the date of grant using the Black-Scholes option pricing model. Cablevision's computation of expected life was determined based on historical data for similar awards. The interest rate for periods within the contractual life of the stock options is based on interest yields for U.S. Treasury instruments in effect at the time of grant. Cablevision's computation of expected volatility is based on historical volatility of its common stock.

The following assumptions were used to calculate the fair value of the stock options award granted in the first quarter of 2015:



Risk-free interest rate	1.82		%
Expected life (in years)	8 years
Dividend yield	3.63		%
Volatility	39.98		%
Grant date fair value	$	5.45

The following table summarizes activity relating to Company employees who held Cablevision stock options for the nine months ended September 30, 2015:



	Shares Under Option				Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)
	Time Vesting Options		Performance Based Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (a)
Balance, December 31, 2014	5,097,666		7,633,500		$	14.41	7.17	$	79,347
Granted	2,000,000		—		19.17
Exercised	(336,583	)	(984,283	)	12.85
Balance, September 30, 2015	6,761,083		6,649,217		$	15.27	7.04	$	230,636
Options exercisable at September 30, 2015	761,083		6,649,217		$	13.93	5.91	$	137,396
Options expected to vest in the future	6,000,000		—		$	16.93	8.43	$	93,240


(a)	The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of CNYG Class A common stock on September 30, 2015 or December 31, 2014, as indicated, and September 30, 2015 in the case of options exercisable and options expected to vest in the future.

In addition, as of September 30, 2015, employees of AMC Networks Inc. ("AMC Networks"), The Madison Square Garden Company ("Madison Square Garden") and MSG Networks Inc. held a total of 89,400 Cablevision stock options. These stock options are not expensed by the Company; however, such stock options may have a dilutive effect on net income per share attributable to Cablevision stockholders.

Restricted Stock Award Activity

The following table summarizes activity relating to Company employees who held Cablevision restricted shares for the nine months ended September 30, 2015:

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)



	Number of Restricted Shares		Number of Performance Based Restricted Shares		Weighted Average Fair Value Per Share at Date of Grant
Unvested award balance, December 31, 2014	5,314,870		2,035,300		$	15.46
Granted	1,703,130		584,400		19.17
Vested	(1,571,162	)	(739,600	)	14.47
Awards forfeited	(410,869	)	—		16.71
Unvested award balance, September 30, 2015	5,035,969		1,880,100		16.94

During the nine months ended September 30, 2015, 2,310,762 Cablevision restricted shares issued to employees of the Company vested. To fulfill the employees' statutory minimum tax withholding obligations for the applicable income and other employment taxes, 977,749 of these shares, with an aggregate value of $18,265, were surrendered to the Company. These acquired shares have been classified as treasury stock.

Performance Based Restricted Stock Units

In March 2015, Cablevision granted 1,816,660 performance based restricted stock units ("PSUs") to certain employees that are scheduled to cliff vest after three years subject to achievement of specified performance criteria. The PSUs entitle the employee to shares of CNYG common stock up to 150% of the number of PSUs granted depending on the level of achievement of the specified performance criteria. If the minimum performance threshold is not met, no shares will be issued. Accrued dividends are paid to the extent that a PSU vests and the related stock is issued.

The Company recognizes compensation expense for PSUs on a straight-line basis over the vesting period based on the estimated number of shares of CNYG common stock expected to be issued.

NOTE 13. COMMITMENTS AND CONTINGENCIES

Legal Matters

Cable Operations Litigation

Marchese, et al. v. Cablevision Systems Corporation and CSC Holdings, LLC: The Company is a defendant in a lawsuit filed in the U.S. District Court for the District of New Jersey by several present and former Cablevision subscribers, purportedly on behalf of a class of iO video subscribers in New Jersey, Connecticut and New York. After three versions of the complaint were dismissed without prejudice by the District Court, plaintiffs filed their third amended complaint on August 22, 2011, alleging that the Company violated Section 1 of the Sherman Antitrust Act by allegedly tying the sale of interactive services offered as part of iO television packages to the rental and use of set-top boxes distributed by Cablevision, and violated Section 2 of the Sherman Antitrust Act by allegedly seeking to monopolize the distribution of Cablevision compatible set-top boxes. Plaintiffs seek unspecified treble monetary damages, attorney's fees, as well as injunctive and declaratory relief. On September 23, 2011, the Company filed a motion to dismiss the third amended complaint. On January 10, 2012, the District Court issued a decision dismissing with prejudice the Section 2 monopolization claim, but allowing the Section 1 tying claim and related state common law claims to proceed. Cablevision's answer to the third amended complaint was filed on February 13, 2012. On January 9, 2015, plaintiffs filed a motion for class certification. Motion practice and discovery have been stayed pending settlement discussions. In the quarter ended September 30, 2015, the Company recorded estimated charges associated with a probable settlement totaling $12,800, of which $9,500 is reflected in selling, general and administrative expense and $3,300, representing the cost of benefits to class members that are reasonably expected to be provided, is reflected as a reduction to revenue, net. It is possible that the amount ultimately paid in connection with the settlement could exceed the amount recorded.

In re Cablevision Consumer Litigation: 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 the Company, and as a result, those stations and networks were unavailable on the Company's cable television systems. On October 30, 2010, the Company and Fox reached an agreement on new affiliation agreements for these stations and networks, and carriage was restored. Several purported class action lawsuits were subsequently filed on behalf of the Company's customers seeking recovery for the lack of Fox programming. Those lawsuits were consolidated

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

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. Plaintiffs asserted claims for breach of contract, unjust enrichment, and consumer fraud, seeking unspecified compensatory damages, punitive damages and attorneys' fees. On March 28, 2012, the Court ruled on the Company's motion to dismiss, denying the motion with regard to plaintiffs' breach of contract claim, but granting it with regard to the remaining claims, which were dismissed. On April 16, 2012, plaintiffs filed a second consolidated amended complaint, which asserts a claim only for breach of contract. The Company's answer was filed on May 2, 2012. On October 10, 2012, plaintiffs filed a motion for class certification and on December 13, 2012, a motion for partial summary judgment. On March 31, 2014, the Court granted plaintiffs' motion for class certification, and denied without prejudice plaintiffs' motion for summary judgment. On May 5, 2014, the Court directed that expert discovery commence. Expert discovery is proceeding. On May 30, 2014, the Court approved the form of class notice, and on October 7, 2014, approved the class notice distribution plan. The class notice distribution has been completed, and the opt-out period expired on February 27, 2015. The Company believes that this claim is without merit and intends to defend these lawsuits vigorously, but is unable to predict the outcome of these lawsuits or reasonably estimate a range of possible loss.

Patent Litigation

Cablevision 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 lawsuits or reasonably estimate a range of possible loss.

Other Litigation

Arnold Wandel v. Cablevision Systems Corp., et al.: On September 24, 2015, a putative shareholder class action lawsuit was filed in the Court of Chancery of the State of Delaware against Cablevision, the Company’s Board of Directors, Altice and Merger Sub. The complaint alleges that the Board of Directors breached its fiduciary duties to Cablevision’s stockholders by approving the sale of the Company to Altice for inadequate consideration and by agreeing to preclude other potential acquirers from tendering superior proposals, and that Altice aided and abetted the breaches. The complaint seeks preliminary and permanent injunctive relief blocking the closing of the Merger, rescission of the Merger were it to close, costs, attorneys’ fees, and such other relief as the Court may deem just and proper. The parties have agreed to suspend the time to answer or otherwise respond to the complaint until plaintiffs file a consolidated complaint, at which time the parties will meet and confer on a schedule. The Company believes that this claim is without merit and intends to defend this lawsuit vigorously, but is unable to predict the outcome of this lawsuit or reasonably estimate a range of possible loss.

James R. Gould, Jr. v. Cablevision Systems Corp., et al.: On September 24, 2015, a putative shareholder class action lawsuit was filed in the Court of Chancery of the State of Delaware against Cablevision, the Company’s Board of Directors, Altice and Merger Sub. The complaint alleges that the Board of Directors breached its fiduciary duties to Cablevision’s stockholders by, among other reasons, failing to properly value the Company and failing to take steps to maximize the value of Cablevision to its public stockholders in connection with the sale of the Company to Altice, and that Altice, Cablevision and Merger Sub aided and abetted the breaches. The complaint seeks injunctive relief blocking the closing of the Merger, unspecified damages, costs, attorneys’ fees, and such other relief as the court may deem just and proper. The parties have agreed to suspend the time to answer or otherwise respond to the complaint until plaintiffs file a consolidated complaint, at which time the parties will meet and confer on a schedule. The Company believes that this claim is without merit and intends to defend this lawsuit vigorously, but is unable to predict the outcome of this lawsuit or reasonably estimate a range of possible loss.

Friedman v. Charles Dolan, et al.: On March 7, 2014, a shareholder derivative lawsuit was filed in Delaware Chancery Court purportedly on behalf of the nominal defendant Cablevision against the Chief Executive Officer ("CEO"), the Chairman of the Board, and certain other members of Cablevision's Board of Directors, including the members of the Compensation Committee. The complaint alleges that the individual defendants violated their fiduciary duties to preserve corporate assets by allegedly causing or allowing Cablevision to grant excessive compensation packages to the CEO, the Chairman of the Board, and/or other members of the Board of Directors in the time period 2010 to 2012. The complaint seeks unspecified monetary damages, disgorgement, costs, and attorneys' fees. Cablevision filed a pro forma answer on April 14, 2014, and on April 21, 2014 the individual defendants filed notices of motions to dismiss in lieu of an answer. The motions to dismiss were filed on June 16, 2014. Oral argument took place on January 23, 2015. On June 30, 2015,

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

the Court granted the individual defendants’ motions to dismiss. On July 30, 2015, plaintiff filed a notice of appeal. On September 14, 2015, plaintiff voluntarily withdrew her appeal. The Company believes this matter is now concluded.

In April 2011, Thomas C. Dolan, a director and Executive Vice President, Strategy and Development, in the Office of the Chairman at Cablevision, filed a lawsuit against Cablevision and Rainbow Media Holdings LLC (which was subsequently dismissed as a party) in New York State Supreme Court. The lawsuit raises compensation-related claims related to events from 2005 to 2008. The matter is being handled under the direction of an independent committee of the Board of Directors of Cablevision. In April 2015, the Court granted summary judgment in favor of the plaintiff on liability, with damages still to be determined. On June 18, 2015, the Company filed a notice of appeal. The Company has recorded an expense for the amount of damages reasonably estimable at this time, which is reflected in discontinued operations in the accompanying condensed consolidated statements of income for the nine months ended September 30, 2015 (see Note 10). It is possible that the amount of damages ultimately determined could exceed the amount recorded.

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 14. SEGMENT INFORMATION

The Company classifies its operations into three reportable segments: (1) Cable, (2) Lightpath, and (3) Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.

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 ("AOCF") (defined as operating income (loss) excluding depreciation and amortization (including impairments), share-based compensation expense or benefit and restructuring expense or credits), a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income (loss), an accepted GAAP measure.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenues, net from continuing operations
Cable	$	1,447,470		$	1,458,696		$	4,380,152		$	4,330,755
Lightpath	91,234			87,887			273,398			262,671
Other	83,590			88,585			256,681			264,935
Inter-segment eliminations (a)	(9,693		)	(8,981		)	(29,466		)	(28,451		)
	$	1,612,601		$	1,626,187		$	4,880,765		$	4,829,910



Inter-segment revenues
Cable	$	(565	)	$	(463	)	$	(1,681	)	$	(1,424	)
Lightpath	(4,525		)	(3,870		)	(13,916		)	(13,037		)
Other	(4,603		)	(4,648		)	(13,869		)	(13,990		)
	$	(9,693	)	$	(8,981	)	$	(29,466	)	$	(28,451	)

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Adjusted operating cash flow (deficit) from continuing operations
Cable	$	423,759		$	470,602		$	1,333,011		$	1,392,509
Lightpath	41,921			39,038			129,078			116,783
Other	(48,335		)	(37,945		)	(116,386		)	(115,980		)
	$	417,345		$	471,695		$	1,345,703		$	1,393,312



Depreciation and amortization (including impairments) included in continuing operations
Cable (b)	$	(185,000	)	$	(178,779	)	$	(554,615	)	$	(554,634	)
Lightpath (b)	(22,053		)	(20,903		)	(66,294		)	(61,404		)
Other	(10,235		)	(9,387		)	(29,208		)	(28,404		)
	$	(217,288	)	$	(209,069	)	$	(650,117	)	$	(644,442	)

Share-based compensation expense included in continuing operations
Cable	$	(11,862	)	$	(6,858	)	$	(30,791	)	$	(22,460	)
Lightpath	(2,003		)	(1,233		)	(5,311		)	(4,009		)
Other	(3,557		)	(2,226		)	(9,170		)	(6,449		)
	$	(17,422	)	$	(10,317	)	$	(45,272	)	$	(32,918	)



Restructuring credits (expense) included in continuing operations
Cable	$	4	$	—	$	4	$	19
Lightpath	—		—		—		15
Other	477		137		1,013		(564		)
	$	481	$	137	$	1,017	$	(530	)



Operating income (loss) from continuing operations
Cable	$	226,901		$	284,965		$	747,609		$	815,434
Lightpath	17,865			16,902			57,473			51,385
Other	(61,650		)	(49,421		)	(153,751		)	(151,397		)
	$	183,116		$	252,446		$	651,331		$	715,422


(a)	Inter-segment eliminations relate primarily to revenues recognized from the sale of local programming and voice services to our Cable segment.


(b)	The Cable and Lightpath segments share portions of each other's network infrastructure. Depreciation charges are recorded by the segment that acquired the respective asset.

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

For the three and nine months ended September 30, 2015 and 2014, Cable segment revenue was derived from the following sources:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Video (including equipment rental, DVR, franchise fees, video-on-demand and pay-per-view)	$	784,879	$	799,982	$	2,398,394	$	2,399,280
High-speed data	370,736		355,976		1,103,778		1,057,251
Voice	228,202		233,110		691,854		680,065
Advertising	32,080		42,912		99,258		115,621
Other (including installation, advertising sales commissions, home shopping, and other products)	31,573		26,716		86,868		78,538
	$	1,447,470	$	1,458,696	$	4,380,152	$	4,330,755



A reconciliation of reportable segment amounts to Cablevision's and CSC Holdings' consolidated balances is as follows:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014

Operating income for reportable segments	$	183,116		$	252,446		$	651,331		$	715,422
Items excluded from operating income:
CSC Holdings interest expense	(91,201		)	(90,862		)	(271,092		)	(263,662		)
CSC Holdings interest income	213			99			538			274
CSC Holdings intercompany interest income	12,013			12,013			36,040			36,040
Gain (loss) on investments, net	(66,388		)	2,151			(20,641		)	38,988
Gain on equity derivative contracts, net	66,143			13,679			89,616			19,715
Loss on extinguishment of debt and write-off of deferred financing costs	—			(1,931		)	(1,735		)	(9,618		)
Miscellaneous, net	1,800			811			4,114			3,348
CSC Holdings income from continuing operations before income taxes	105,696			188,406			488,171			540,507
Cablevision interest expense	(55,723		)	(55,685		)	(167,057		)	(167,083		)
Intercompany interest expense	(12,013		)	(12,013		)	(36,040		)	(36,040		)
Cablevision interest income	12			6			24			12
Write-off of deferred financing costs, net of gain on extinguishment of debt	—			—			—			(611		)
Cablevision income from continuing operations before income taxes	$	37,972		$	120,714		$	285,098		$	336,785

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

(Dollars in thousands, except per share amounts)

(Unaudited)

The following table summarizes the Company's capital expenditures by reportable segment for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Capital expenditures
Cable	$	191,617	$	168,446	$	511,185	$	521,026
Lightpath	24,083		28,434		70,877		81,401
Other	6,964		7,872		21,907		27,518
	$	222,664	$	204,752	$	603,969	$	629,945

All revenues and assets of the Company's reportable segments are attributed to or located in the United States primarily concentrated in the New York metropolitan area.

NOTE 15. RELATED PARTY TRANSACTIONS

The following table summarizes the revenue and charges (credits) related to services provided to or received from AMC Networks, Madison Square Garden and MSG Networks Inc. reflected in continuing operations not discussed elsewhere in the accompanying combined notes to the condensed consolidated financial statements:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014

Revenues, net	$	1,097	$	1,146	$	3,893	$	4,056
Operating expenses:
Technical expenses, net of credits (a)	$	43,943	$	43,799	$	133,306	$	135,581
Selling, general and administrative expenses, net of credits	479		126		3,909		2,442
Operating expenses, net	44,422		43,925		137,215		138,023
Net charges	$	43,325	$	42,779	$	133,322	$	133,967


(a)	Technical expenses include primarily costs incurred by the Company for the carriage of the MSG networks and Fuse program services (2014 period only), as well as for AMC, WE tv, IFC, Sundance Channel and BBC America (2015 period only) on the Company's cable systems. The Company also purchases certain programming signal transmission and production services from AMC Networks.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

All dollar amounts, except per customer and per share data, included in the following discussion under this Item 2, are presented in thousands.

Altice Merger

On September 16, 2015, the holders of Shares representing a majority of all votes entitled to be cast in the matter executed and delivered to Cablevision and Altice a written consent adopting the Merger Agreement. As a result, the stockholder approval required to consummate the Merger has been obtained and no further action by Cablevision’s stockholders in connection with the Merger is required.

The completion of the Merger is subject to certain customary conditions and approvals set forth in the Merger Agreement, including, among others, (i) the adoption of the Merger Agreement by the holders of Shares representing a majority of all votes entitled to be cast in the matter (which condition has been satisfied as described above), (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, (iii) adoption and release of an order by the Federal Communications Commission granting any required consent to the transfer of control of Cablevision’s subject licenses, (iv) the conclusion of a review by the Committee on Foreign Investment in the United States pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Foreign Investment and National Security Act of 2007, (v) the receipt of certain approvals from state and local public utility commissions and under certain state and local franchise ordinances and agreements, (vi) the absence of any applicable law or order prohibiting consummation of the Merger, and (vii) other customary closing conditions, including (a) the accuracy of Cablevision’s and Altice’s respective representations and warranties (subject to customary materiality qualifiers) and (b) Cablevision’s and Altice’s compliance with their respective obligations and covenants contained in the Merger Agreement. Assuming timely satisfaction of the necessary closing conditions, we currently expect the closing of the Merger to occur in the first half of 2016. The Merger is not subject to a financing condition.

The Merger Agreement contains certain customary termination rights, including the right for each of Cablevision and Altice to terminate the Merger Agreement if the Merger is not consummated by September 16, 2016 (subject to extension to December 16, 2016 if either Cablevision or Altice determines additional time is necessary to obtain certain government approvals) or in the event of an uncured material breach of any representation, warranty, covenant or agreement such that the conditions to closing would not be satisfied. The Merger Agreement also gives Altice the right to terminate the Merger Agreement in certain circumstances associated with Cablevision’s failure to deliver the Written Consent or Cablevision’s entry into an alternative transaction with respect to an alternative acquisition proposal, among others, and gives Cablevision the right to terminate the Merger Agreement in certain circumstances associated with a failure of Altice’s financing of the Merger, among others. If the Merger Agreement is terminated in certain circumstances associated with Cablevision’s failure to deliver the Written Consent or with respect to an alternative acquisition proposal, among others, Cablevision agreed to pay a termination fee of $280,000 to Altice. Following execution and delivery of the Written Consent on September 16, 2015, no provisions in the Merger Agreement remain in effect pursuant to which the Merger Agreement can be terminated that would require Cablevision to pay the termination fee. If the Merger Agreement is terminated by Cablevision in connection with Altice’s failure to consummate the Merger due to a failure of Altice’s financing of the Merger, then Altice has agreed to pay to Cablevision a termination fee of $560,000.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

In October 2015, Neptune Finco Corp. (“Finco”), a wholly-owned subsidiary of Altice formed to complete the financing described herein and the merger with CSC Holdings, issued an aggregate principal amount of $3,800,000 (the “Term Loans”) and revolving loan commitments in an aggregate principal amount of $2,000,000 (the “Revolving Credit Facility” and, together with the Term Loans, the “Senior Secured Credit Facilities”). The Term Loans will mature seven years after the Closing Date (as defined below). The Revolving Credit Facility will mature five years after the Closing Date. The Revolving Credit Facility will include a financial maintenance covenant solely for the benefit of the lenders under the Revolving Credit Facility consisting of a maximum consolidated net senior secured leverage ratio of 5.0 to 1.0, which will be tested on the last day of each fiscal quarter but only if on such day there are outstanding borrowings under the Revolving Credit Facility.

Summary

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. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014.

Cable

Our Cable segment, which accounted for 90% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2015, derives revenues principally through monthly charges to subscribers of our video, high-speed data and Voice over Internet Protocol ("VoIP") services. These monthly charges include fees for video programming, high-speed data and VoIP services, as well as equipment rental, digital video recorder ("DVR"), video-on-demand, pay-per-view, installation and home shopping commissions. We also derive revenues from the sale of advertising time available on the programming carried on our cable television systems. Our video, high-speed data and Voice over Internet Protocol ("VoIP") services (including advertising and other revenue) accounted for 53%, 23%, and 14%, respectively, of our consolidated revenues, net of inter-segment eliminations. See further details of our Cable segment revenues in "Business Segment Results - Cable" below.

Revenue increases are derived from rate increases, increases in the number of subscribers to our services, including additional services sold to our existing subscribers, programming package upgrades by our video customers, speed tier upgrades by our high-speed data customers, and acquisition transactions that result in the addition of new subscribers.

Our ability to increase the number of subscribers to our services is significantly related to our penetration rates (the number of subscribers to our services as a percentage of serviceable passings, which represent the estimated number of single residence homes, apartment and condominium units passed by the cable distribution network in areas serviceable without further extending the transmission lines, including commercial establishments that have connected to our cable distribution

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

network). Due to the high penetration of our video, high-speed data and VoIP services (51.3%, 54.9%, and 43.1%, respectively, of serviceable passings at September 30, 2015), our ability to maintain or increase our existing customers and revenue in the future will continue to be negatively impacted.

We face competition from telephone companies, DBS service providers, and others, including the delivery of video content over the Internet directly to subscribers. As discussed in greater detail under “Competition” in our Annual Report on Form 10-K for the year ended December 31, 2014, we face intense competition from Verizon Communications Inc. ("Verizon") and Frontier Communications Corporation ("Frontier"). Verizon has constructed a fiber to the home network plant that passes a significant number of households in our service area. Verizon does not publicly report the extent of their build-out or penetration by area. Our estimate of Verizon's build-out and sales activity in our service area is difficult to assess because it is based upon visual inspections and other limited estimating techniques, and therefore serves only as an approximation. We estimate that Verizon is currently able to sell a fiber-based video service, as well as high-speed data and VoIP services, to at least half of the households in our service area. In certain other portions of our service area, Verizon has also built its fiber network where we believe it is not currently able to sell its fiber-based video service, but is able to sell its high-speed data and VoIP services. In these areas (as well as other parts of our service area) Verizon markets DBS services along with its high-speed data and VoIP services. Verizon’s fiber network also passes areas where we believe it is not currently able to sell its video, high-speed data or VoIP services. Accordingly, Verizon may increase the number of customers in our service area to whom it is able to sell video, high-speed data and VoIP services in the future.

Frontier offers video service, as well as high-speed data and VoIP services, in competition with us in most of our Connecticut service area. Frontier also markets DBS services in this service area. Verizon and Frontier have made and may continue to make promotional offers at prices lower than ours. This competition affects our ability to add or retain customers and creates pressure upon the pricing of our services. Competition, particularly from Verizon, which has significantly greater financial resources than we do, has negatively impacted our revenues and caused subscriber declines in our service areas. To the extent Verizon and Frontier continue to offer competitive and promotional packages, our ability to maintain or increase our existing customers and revenue will continue to be negatively impacted.

The two major DBS services, DISH Network Corporation and DIRECTV, are available to the vast majority of our customers. These companies each offer video programming that is substantially similar to the video service that we offer, at competitive prices. Each of these competitors has significantly greater financial resources than we do.

Our revenues have also been negatively impacted by the prolonged weak economic conditions as customers with less disposable income may have been more willing to obtain services from our competitors or other sources. Our revenues may continue to be negatively impacted by the prolonged weak economic conditions in certain portions of our service area. In addition, new and existing customers are able to obtain video content from a wide variety of sources, including Internet-delivered content. Also, new and existing customers may choose to use a mobile device as their sole source of voice services. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances or preference, negatively impacts the demand for our services.

Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we may continue to do so in the future. For example, we have deployed WiFi access points throughout our footprint and in the first quarter of 2015, we launched Freewheel, a new all-WiFi phone service providing unlimited data, talk and text that works anywhere in the world where WiFi is accessible and operates only when the device is connected to a WiFi signal.

Our programming costs, which are the most significant component of our Cable segment's operating expenses, have increased and are expected to continue to increase primarily as a result of contractual rate increases and new channel launches. See "Business Segments Results - Cable" below for a further discussion of revenues and operating expenses.

Lightpath

Lightpath accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2015. Lightpath derives revenues from the sale of fiber-based telecommunications services to the business market. Lightpath operates in a highly competitive business telecommunications market and competes against the very largest telecommunications companies - incumbent local exchange carriers such as Verizon and AT&T Inc., other competitive local exchange companies, and long distance companies. To the extent our competitors reduce their prices, future success of our Lightpath business may be negatively impacted.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Other

Our Other segment, which accounted for 5% of our consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2015, includes the operations of (i) Newsday, which includes the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites, (ii) the News 12 Networks, our regional news programming services, (iii) Cablevision Media Sales Corporation ("Cablevision Media Sales"), a cable television advertising company, and (iv) certain other businesses and unallocated corporate costs.

Newsday

Newsday's revenue is derived primarily from the sale of advertising and the sale of the Newsday daily newspaper, including home delivery, digital subscriptions, and single copy sales through local retail outlets ("circulation revenue"). For the nine months ended September 30, 2015, advertising revenues accounted for 62% and circulation revenues accounted for 37% of the total revenues of Newsday.

The newspaper industry generally has experienced significant declines in circulation and readership levels due to competition from new media news formats and less reliance on newspapers by consumers. Readership and circulation levels, as well as economic conditions and the existence of other advertising outlets, impact the demand for and level of advertising. These factors will continue to negatively impact Newsday’s revenues.

Newsday's largest categories of operating expenses relate to the production and distribution of its print products. These costs are driven by volume (number of newspapers printed and number of pages printed) and the number of pages printed are impacted by the volume of advertising and editorial pages. The majority of Newsday's other costs, such as editorial content creation, rent and general and administrative expenses do not directly fluctuate with changes in advertising and circulation revenue.

News 12 Networks

Our News 12 Networks, which include seven 24-hour local news channels and five traffic and weather services dedicated to covering areas within the New York metropolitan area, derives its revenues from the sale of advertising on its networks and affiliation fees paid by cable operators, principally Cablevision.

Cablevision Media Sales

Cablevision Media Sales is a cable television advertising company that derives its revenues primarily from the sale of local and regional commercial advertising time on cable television networks in the New York metropolitan area, which offers advertisers the opportunity to target geographic and demographic audiences.

Non-GAAP Financial Measures

We define adjusted operating cash flow ("AOCF"), which is a non-GAAP financial measure, as operating income (loss) before depreciation and amortization (including impairments), excluding share-based compensation expense or benefit and restructuring expense or credits. Because it is based upon operating income (loss), AOCF also excludes interest expense (including cash interest expense) and other non-operating income and expense items. We believe that the exclusion of share-based compensation expense allows investors to better track the performance of the various operating units of our business without regard to expense associated with awards that are not expected to be made in cash, in the case of restricted shares, restricted stock units, and stock options, and the distortive effects of fluctuating stock prices in the case of liability classified awards.

We present AOCF as a measure of our ability to service our debt and make continuing investments, including in our capital infrastructure. We believe AOCF is an appropriate measure for evaluating the operating performance of our business segments and the Company on a consolidated basis. AOCF 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 net revenues and AOCF measures as the most important indicators of our business performance, and evaluate management's effectiveness with specific reference to these indicators. AOCF should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since AOCF 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. Each presentation of AOCF in this Quarterly Report on Form 10-Q includes a reconciliation of AOCF to operating income (loss).

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Results of Operations - Cablevision Systems Corporation

The following table sets forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated:

STATEMENT OF OPERATIONS DATA



	Three Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	1,612,601		100	%	$	1,626,187		100	%	$	(13,586	)
Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below)	800,879			50		787,628			48		(13,251		)
Selling, general and administrative	411,799			26		377,181			23		(34,618		)
Restructuring credits	(481		)	—		(137		)	—		344
Depreciation and amortization (including impairments)	217,288			13		209,069			13		(8,219		)
Operating income	183,116			11		252,446			16		(69,330		)
Other income (expense):
Interest expense, net	(146,699		)	(9	)	(146,442		)	(9	)	(257		)
Gain (loss) on investments, net	(66,388		)	(4	)	2,151			—		(68,539		)
Gain on equity derivative contracts, net	66,143			4		13,679			1		52,464
Loss on extinguishment of debt and write-off of deferred financing costs	—			—		(1,931		)	—		1,931
Miscellaneous, net	1,800			—		811			—		989
Income from continuing operations before income taxes	37,972			2		120,714			7		(82,742		)
Income tax expense	(14,541		)	(1	)	(48,813		)	(3	)	34,272
Income from continuing operations, net of income taxes	23,431			1		71,901			4		(48,470		)
Loss from discontinued operations, net of income taxes	(406		)	—		(79		)	—		(327		)
Net income	23,025			1		71,822			4		(48,797		)
Net loss (income) attributable to noncontrolling interests	78			—		(331		)	—		409
Net income attributable to Cablevision Systems Corporation stockholders	$	23,103		1	%	$	71,491		4	%	$	(48,388	)

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Nine Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	4,880,765		100	%	$	4,829,910		100	%	$	50,855
Operating expenses:
Technical and operating (excluding depreciation, amortization and impairments shown below)	2,402,363			49		2,348,928			49		(53,435		)
Selling, general and administrative	1,177,971			24		1,120,588			23		(57,383		)
Restructuring expense (credits)	(1,017		)	—		530			—		1,547
Depreciation and amortization (including impairments)	650,117			13		644,442			13		(5,675		)
Operating income	651,331			13		715,422			15		(64,091		)
Other income (expense):
Interest expense, net	(437,587		)	(9	)	(430,459		)	(9	)	(7,128		)
Gain (loss) on investments, net	(20,641		)	—		38,988			1		(59,629		)
Gain on equity derivative contracts, net	89,616			2		19,715			—		69,901
Loss on extinguishment of debt and write-off of deferred financing costs	(1,735		)	—		(10,229		)	—		8,494
Miscellaneous, net	4,114			—		3,348			—		766
Income from continuing operations before income taxes	285,098			6		336,785			7		(51,687		)
Income tax expense	(131,090		)	(3	)	(83,722		)	(2	)	(47,368		)
Income from continuing operations, net of income taxes	154,008			3		253,063			5		(99,055		)
Income (loss) from discontinued operations, net of income taxes	(10,908		)	—		2,997			—		(13,905		)
Net income	143,100			3		256,060			5		(112,960		)
Net loss (income) attributable to noncontrolling interests	231			—		(596		)	—		827
Net income attributable to Cablevision Systems Corporation stockholders	$	143,331		3	%	$	255,464		5	%	$	(112,133	)

The following is a reconciliation of operating income to AOCF:



	Three Months Ended September 30,						Favorable (Unfavorable)
	2015			2014			Favorable (Unfavorable)
Operating income	$	183,116		$	252,446		$	(69,330	)
Share-based compensation	17,422			10,317			7,105
Restructuring credits	(481		)	(137		)	(344		)
Depreciation and amortization (including impairments)	217,288			209,069			8,219
AOCF	$	417,345		$	471,695		$	(54,350	)

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Nine Months Ended September 30,					Favorable (Unfavorable)
	2015			2014		Favorable (Unfavorable)
Operating income	$	651,331		$	715,422	$	(64,091	)
Share-based compensation	45,272			32,918		12,354
Restructuring expense (credits)	(1,017		)	530		(1,547		)
Depreciation and amortization (including impairments)	650,117			644,442		5,675
AOCF	$	1,345,703		$	1,393,312	$	(47,609	)

Comparison of Three and Nine Months Ended September 30, 2015 Versus Three and Nine Months Ended September 30, 2014

Consolidated Results - Cablevision Systems Corporation

We classify our operations into three reportable segments:


•	Cable, consisting principally of our video, high-speed data, and VoIP services;


•	Lightpath, which provides Ethernet-based data, Internet, voice and video transport and managed services to the business market in the New York metropolitan area; and


•	Other, consisting principally of (i) Newsday, (ii) the News 12 Networks, (iii) Cablevision Media Sales, and (iv) certain other businesses and unallocated corporate costs.

We allocate certain amounts of our corporate overhead to each segment based upon their proportionate estimated usage of services.

The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.

See "Business Segments Results" for a discussion relating to the operating results of our segments. In those sections, we provide detailed analysis of the reasons for increases or decreases in the various line items at the segment level.

Revenues, net decreased $13,586 (1%) for the three months ended September 30, 2015 and increased $50,855 (1%), for the nine months ended September 30, 2015, as compared to revenues, net for the same periods in 2014. The net increases (decreases) are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Increase (decrease) in revenues of the Cable segment	$	(11,226	)	$	49,397
Increase in revenues of the Lightpath segment	3,347			10,727
Decrease in revenues of the Other segment	(4,995		)	(8,254		)
Inter-segment eliminations	(712		)	(1,015		)
	$	(13,586	)	$	50,855

Technical and operating expenses (excluding depreciation, amortization and impairments) include primarily:


•	cable programming costs which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content and are generally paid on a per-subscriber basis;


•	network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections;


•	interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services; and


•	content, production and distribution costs of our Newsday business.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Technical and operating expenses (excluding depreciation, amortization and impairments) increased $13,251 (2%) and $53,435 (2%), respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The net increases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Increase in expenses of the Cable segment	$	17,342		$	64,062
Increase (decrease) in expenses of the Lightpath segment	413			(214		)
Decrease in expenses of the Other segment	(4,185		)	(10,243		)
Inter-segment eliminations	(319		)	(170		)
	$	13,251		$	53,435

Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs, and costs of customer call centers. Selling, general and administrative expenses increased $34,618 (9%) and $57,383 (5%), respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The net increases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Increase in expenses of the Cable segment	$	23,279		$	53,164
Increase (decrease) in expenses of the Lightpath segment	821			(52		)
Increase in expenses of the Other segment	10,911			5,116
Inter-segment eliminations	(393		)	(845		)
	$	34,618		$	57,383

Depreciation and amortization (including impairments) increased $8,219 (4%) and $5,675 (1%), respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The net increases are attributable to the following:



	Three Months		Nine Months
	Ended September 30, 2015
Increase (decrease) in expenses of the Cable segment	$	6,221	$	(19	)
Increase in expenses of the Lightpath segment	1,150		4,890
Increase in expenses of the Other segment	848		804
	$	8,219	$	5,675

Adjusted operating cash flow decreased $54,350 (12%) and $47,609 (3%), respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The decreases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Decrease in AOCF of the Cable segment (including a $12,800 provision for a probable settlement of a class action legal matter and an $11,302 lower of cost or market valuation adjustment related to handset inventory)	$	(46,843	)	$	(59,498	)
Increase in AOCF of the Lightpath segment	2,883			12,295
Decrease in AOCF of the Other segment (including $9,709 of merger-related costs)	(10,390		)	(406		)
	$	(54,350	)	$	(47,609	)

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Interest expense, net increased $257 and $7,128 (2%), respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The net increases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Increase due to change in average interest rates on our indebtedness	$	3,795		$	13,607
Decrease due to change in average debt balances	(3,537		)	(6,845		)
Higher interest income	(120		)	(276		)
Other net increases, primarily interest expense related to amortization of deferred financing costs and capital leases	119			642
	$	257		$	7,128

See "Liquidity and Capital Resources" discussion below for a detail of our borrower groups.

Gain (loss) on investments, net of $(66,388) and $(20,641) for the three and nine months ended September 30, 2015, respectively, and $2,151 and $38,988 for the three and nine months ended September 30, 2014, respectively, consists primarily of the increase or decrease in the fair value of Comcast Corporation ("Comcast") common stock owned by the Company. In addition, the three and nine month periods ended September 30, 2015 include a $3,638 gain recognized in connection with an investment carried at cost.

Gain on equity derivative contracts, net of $66,143 and $89,616 for the three and nine months ended September 30, 2015, respectively, and $13,679 and $19,715 for the three and nine months ended September 30, 2014, respectively, consists of unrealized and realized gains due to the change in fair value of the Company's equity derivative contracts relating to the Comcast common stock owned by the Company.

Loss on extinguishment of debt and write-off of deferred financing costs amounted to $1,735 for the nine months ended September 30, 2015 and includes the write-off of unamortized deferred financing costs and the unamortized discount of $1,004 and $731, respectively, related to the $200,000 repayment on CSC Holdings Term B loan facility with cash on hand.

Loss on extinguishment of debt and write-off of deferred financing costs amounted to $1,931 and $10,229 for the three and nine months ended September 30, 2014, respectively, and includes the write-off of deferred financing costs and the unamortized discount of $1,931 and $9,618, respectively, related to the $750,000 repayment of CSC Holdings' outstanding Term B loan facility in May 2014 and the $200,000 repayment in September 2014. In addition, the nine month 2014 period includes the write-off of unamortized deferred financing costs of $1,269 and a net gain of $658, net of fees, recognized in connection with the repurchase of Cablevision's outstanding 5-7/8% senior notes due September 2022.

Income tax expense amounted to $14,541 and $131,090 for the three and nine months ended September 30, 2015, respectively, reflecting an effective tax rate of 38% and 46%, respectively. In April 2015, corporate income tax changes were enacted for both New York State and the City of New York. Such 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. In the third quarter of 2015, Cablevision recorded tax benefit of $862 relating to an increase in the research credit and a reduction of nondeductible expenses in the prior year. Absent these items, the effective tax rate for the three and nine months ended September 30, 2015 would have been 41%.

As of September 30, 2015, Cablevision's federal net operating loss and tax credit carry forwards were approximately $413,000 and $59,000, respectively. Subsequent to the full utilization of such carry forwards, payments for income taxes are expected to increase significantly.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Business Segments Results

Cable

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Cable segment.



	Three Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount		% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	1,447,470		100	%	$	1,458,696	100	%	$	(11,226	)
Technical and operating expenses (excluding depreciation and amortization shown below)	726,356			50		709,014		49		(17,342		)
Selling, general and administrative expenses	309,217			21		285,938		20		(23,279		)
Restructuring credits	(4		)	—		—		—		4
Depreciation and amortization	185,000			13		178,779		12		(6,221		)
Operating income	$	226,901		16	%	$	284,965	20	%	$	(58,064	)



	Nine Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	4,380,152		100	%	$	4,330,755		100	%	$	49,397
Technical and operating expenses (excluding depreciation and amortization shown below)	2,177,766			50		2,113,704			49		(64,062		)
Selling, general and administrative expenses	900,166			21		847,002			20		(53,164		)
Restructuring credits	(4		)	—		(19		)	—		(15		)
Depreciation and amortization	554,615			13		554,634			13		19
Operating income	$	747,609		17	%	$	815,434		19	%	$	(67,825	)



The following is a reconciliation of operating income to AOCF:
	Three Months Ended September 30,
	2015			2014		Favorable (Unfavorable)
	Amount			Amount		Favorable (Unfavorable)
Operating income	$	226,901		$	284,965	$	(58,064	)
Share-based compensation	11,862			6,858		5,004
Restructuring credits	(4		)	—		(4		)
Depreciation and amortization	185,000			178,779		6,221
AOCF	$	423,759		$	470,602	$	(46,843	)

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Nine Months Ended September 30,
	2015			2014			Favorable (Unfavorable)
	Amount			Amount			Favorable (Unfavorable)
Operating income	$	747,609		$	815,434		$	(67,825	)
Share-based compensation	30,791			22,460			8,331
Restructuring credits	(4		)	(19		)	15
Depreciation and amortization	554,615			554,634			(19		)
AOCF	$	1,333,011		$	1,392,509		$	(59,498	)

Revenues, net for the three and nine months ended September 30, 2015 decreased $11,226 (1%) and increased $49,397 (1%), respectively, as compared to revenues, net for the same periods in 2014. The net changes are attributable to the following:



	Three Months Ended September 30,				Increase			Percent Increase
	2015		2014		(Decrease)			(Decrease)
Video (including equipment rental, DVR, franchise fees, video-on-demand and pay-per-view)	$	784,879	$	799,982	$	(15,103	)	(2	)%
High-speed data	370,736		355,976		14,760			4
Voice	228,202		233,110		(4,908		)	(2	)
Advertising	32,080		42,912		(10,832		)	(25	)
Other (including installation, advertising sales commissions, home shopping, and other products)	31,573		26,716		4,857			18
Total Cable	$	1,447,470	$	1,458,696	$	(11,226	)	(1	)%



	Nine Months Ended September 30,				Increase			Percent Increase
	2015		2014		(Decrease)			(Decrease)
Video (including equipment rental, DVR, franchise fees, video-on-demand and pay-per-view)	$	2,398,394	$	2,399,280	$	(886	)	—	%
High-speed data	1,103,778		1,057,251		46,527			4
Voice	691,854		680,065		11,789			2
Advertising	99,258		115,621		(16,363		)	(14	)
Other (including installation, advertising sales commissions, home shopping, and other products)	86,868		78,538		8,330			11
Total Cable	$	4,380,152	$	4,330,755	$	49,397		1	%

The net revenue changes for the three and nine months ended September 30, 2015 as compared to the same periods in the prior year were due primarily to rate increases: (i) for certain video and voice services implemented during the second quarter of 2014, (ii) for certain high-speed data services implemented during the fourth quarter of 2014, and (iii) for certain video services implemented during the first quarter of 2015, and lower net promotional activity as a result of continued disciplined pricing policies. In addition, pay-per-view revenue increased approximately $8,400 for the nine months ended September 30, 2015 primarily due to a boxing event in the second quarter of 2015. Offsetting these increases was a decrease in revenue due primarily to a decline in video and voice customers for the three and nine months ended September 30, 2015 and a decrease in advertising revenue due primarily to a decline in advertising sales to the political, gaming, cable programming, and banking sectors. In addition, video revenue decreased approximately $3,300 in the third quarter of 2015, which represents the estimated costs of benefits that are reasonably expected to be provided to class members in connection with the probable settlement of a class action legal matter. See Note 13 of the combined notes to the condensed consolidated financial statements.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

The following table presents certain statistical information as of the dates indicated:



	September 30, 2015	June 30, 2015	September 30, 2014
	(in thousands)
Total customers	3,107	3,117	3,129
Video customers	2,604	2,637	2,715
High-speed data customers	2,784	2,781	2,756
Voice customers	2,188	2,208	2,240
Serviceable passings	5,075	5,067	5,064
Average monthly revenue per customer ("RPC") (a)	$155.04	$158.52	$154.50


(a)	RPC is calculated by dividing the average monthly GAAP revenues for the Cable segment for the respective quarter presented by the average number of total customers served by our cable systems for the respective period.

The following table reflects our net customer increase (decrease) for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in thousands)
Total customers	(9.9	)	(36.4	)	(10.4	)	(59.3	)
Video customers	(32.6	)	(55.6	)	(77.6	)	(98.0	)
High-speed data customers	2.7		(22.6	)	24.3		(23.9	)
Voice customers	(19.3	)	(32.9	)	(40.4	)	(31.8	)

We believe our video and voice customer declines noted in the table above are largely attributable to intense competition, particularly from Verizon, the result of disciplined pricing and credit policies and prolonged weak economic conditions in certain portions of our service area. These factors are expected to continue to impact our ability to maintain or increase our existing customers and revenue in the future.

Technical and operating expenses (excluding depreciation and amortization) for the three and nine months ended September 30, 2015 increased $17,342 (2%) and $64,062 (3%), respectively, as compared to the same periods in 2014. The net increases are attributable to the following:

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Three Months			Nine Months
	Ended September 30, 2015
Increase in programming costs due primarily to contractual rate increases and a pay-per-view boxing event in the second quarter of 2015, partially offset by lower video customers	$	13,048		$	53,319
Increase in cost of sales (including a lower of cost or market valuation adjustment of $11,302 related to handset inventory)	11,978			13,887
Change in employee related costs primarily related to merit increases in the second quarter of 2015 and a decrease in net benefits	(37		)	6,068
Increase in franchise and other fees due primarily to increases in rates in certain areas, partially offset by lower video customers	732			4,260
Decrease in contractor costs due primarily to lower truck rolls	(4,510		)	(14,525		)
Decrease in call completion and transport costs primarily due to lower level of activity	(2,467		)	(7,815		)
Other net changes (includes insurance recovery related to Superstorm Sandy of $2,997 in the nine months ended September 30, 2014)	(1,402		)	8,868
	$	17,342		$	64,062

Technical and operating expenses consist primarily of (i) programming costs (including costs of video-on-demand and pay-per-view) which 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, (ii) 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, (iii) the cost of sale of equipment, and (iv) other direct costs associated with providing and maintaining services to our customers which are impacted by general cost increases for employees, contractors, insurance and other various expenses.

Our programming costs increased 4% for the nine months ended September 30, 2015 as compared to the same period in 2014 due primarily to an increase in contractual programming rates, partially offset by a decrease in video customers. Our programming costs in 2015 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 video customers.

Technical and operating expenses 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 cable 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.

Costs of field operations, which consist primarily of employee related, customer installation and repair and maintenance costs, may fluctuate as a result of changes in level of activities and the utilization of contractors as compared to employees. Also, employee related and customer installation costs increase as the portion of our expenses that we are able to capitalize decrease due to lower new customer installations and lower new service upgrades. Network related costs, which consist primarily of employee related, repair and maintenance and utility costs, also fluctuate as capitalizable network upgrade and enhancement activity changes.

We expect that our technical and operating expenses will continue to increase in the future.

Selling, general and administrative expenses increased $23,279 (8%) and $53,164 (6%) for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014. The net increases are attributable to the following:

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Three Months			Nine Months
	Ended September 30, 2015
Increase in legal costs	$	6,231		$	19,790
Increase in product development costs and other professional fees	4,505			13,977
Increase in advertising, marketing media placement and production costs	2,795			11,367
Estimated costs related to the probable settlement of a class action legal matter (see Note 13)	9,500			9,500
Increase in share-based compensation	5,004			8,331
Increase in billing transaction fees (including a one-time credit of $1,813 recorded in the second quarter of 2014)	1,368			5,819
Decrease in employee related costs related to the elimination of certain positions and lower commissions, partially offset by merit increases	(5,981		)	(14,469		)
Decrease in expenses related to long-term incentive plan cash awards primarily due to additional expense recorded in the first quarter of 2014 as a result of a change in the estimated payout for certain awards and the elimination of the cash portion of the 2015 awards	(2,898		)	(8,929		)
Other net increases (net of insurance recovery related to Superstorm Sandy of $922 in the nine months ended September 30, 2014)	2,755			7,778
	$	23,279		$	53,164

Selling, general and administrative expenses include customer related costs, principally from the operation and maintenance of our call center facilities that handle customer inquiries and billing and collection activities. These costs rise as a result of general cost increases for employees and various other expenses. Selling, general and administrative expenses also include sales and marketing costs, which primarily consist of employee costs and advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and may increase with intense competition. Additionally, selling, general and administrative expenses include various other administrative costs, including legal fees, and product development costs.

Depreciation and amortization increased $6,221 (3%) and decreased $19, respectively, for the three and nine months ended September 30, 2015 as compared to the same periods in 2014. The net increase for the three month period ended September 30, 2015 is primarily due to the depreciation of new asset purchases, partially offset by lower depreciation due to certain assets being retired or becoming fully depreciated during the period.

Adjusted operating cash flow decreased $46,843 (10%) and $59,498 (4%) for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014. These decreases were due primarily to an increase in operating expenses (excluding depreciation and amortization expense, restructuring credits and share-based compensation). In addition, an increase in revenue partially offset these decreases for the nine months ended September 30, 2015, however, a decrease in revenue contributed to the decrease for the three months ended September 30, 2015.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Lightpath

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Lightpath segment:



	Three Months Ended September 30,
	2015				2014
	Amount		% of Net Revenues		Amount		% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	91,234	100	%	$	87,887	100	%	$	3,347
Technical and operating expenses (excluding depreciation and amortization shown below)	28,881		32		28,468		32		(413		)
Selling, general and administrative expenses	22,435		25		21,614		25		(821		)
Depreciation and amortization	22,053		24		20,903		24		(1,150		)
Operating income	$	17,865	20	%	$	16,902	19	%	$	963



	Nine Months Ended September 30,
	2015				2014
	Amount		% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)
Revenues, net	$	273,398	100	%	$	262,671		100	%	$	10,727
Technical and operating expenses (excluding depreciation and amortization shown below)	85,677		31		85,891			33		214
Selling, general and administrative expenses	63,954		23		64,006			24		52
Restructuring credits	—		—		(15		)	—		(15		)
Depreciation and amortization	66,294		24		61,404			23		(4,890		)
Operating income	$	57,473	21	%	$	51,385		20	%	$	6,088

The following is a reconciliation of operating income to AOCF:



	Three Months Ended September 30,
	2015		2014		Favorable (Unfavorable)
	Amount		Amount		Favorable (Unfavorable)
Operating income	$	17,865	$	16,902	$	963
Share-based compensation	2,003		1,233		770
Depreciation and amortization	22,053		20,903		1,150
AOCF	$	41,921	$	39,038	$	2,883

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Nine Months Ended September 30,
	2015		2014			Favorable (Unfavorable)
	Amount		Amount			Favorable (Unfavorable)
Operating income	$	57,473	$	51,385		$	6,088
Share-based compensation	5,311		4,009			1,302
Restructuring credits	—		(15		)	15
Depreciation and amortization	66,294		61,404			4,890
AOCF	$	129,078	$	116,783		$	12,295

Revenues, net for the three and nine months ended September 30, 2015 increased $3,347 (4%) and $10,727 (4%), respectively, as compared to revenues, net for the same periods in 2014. The net revenue increases were derived primarily from an increase in Ethernet revenue due to an increase in services installed, partially offset by reduced traditional voice and data services.

Technical and operating expenses (excluding depreciation and amortization) increased $413 (1%) for the three months ended September 30, 2015 and decreased $214 for the nine months ended September 30, 2015 as compared to the same periods in 2014. Technical and operating expenses consist primarily of the direct costs associated with providing and maintaining services.

Selling, general and administrative expenses increased $821 (4%) for the three months ended September 30, 2015 and decreased $52 for the nine months ended September 30, 2015, as compared to the same periods in 2014. Selling, general and administrative expenses include sales and marketing costs which consist primarily of employee costs and advertising production and placement costs associated with acquiring and retaining customers.

Depreciation and amortization increased $1,150 (6%) and $4,890 (8%) for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014 due primarily to the depreciation of new asset purchases.

Adjusted operating cash flow increased $2,883 (7%) and $12,295 (11%) for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014. The increases are due primarily to an increase in revenue, net, as discussed above.

Other

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues, net for our Other segment.



	Three Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)

Revenues, net	$	83,590		100	%	$	88,585		100	%	$	(4,995	)
Technical and operating expenses (excluding depreciation, amortization and impairments shown below)	53,289			64		57,474			65		4,185
Selling, general and administrative expenses	82,193			98		71,282			80		(10,911		)
Restructuring credits	(477		)	(1	)	(137		)	—		340
Depreciation and amortization (including impairments)	10,235			12		9,387			11		(848		)
Operating loss	$	(61,650	)	(74	)%	$	(49,421	)	(56	)%	$	(12,229	)

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Nine Months Ended September 30,
	2015					2014
	Amount			% of Net Revenues		Amount			% of Net Revenues		Favorable (Unfavorable)

Revenues, net	$	256,681		100	%	$	264,935		100	%	$	(8,254	)
Technical and operating expenses (excluding depreciation, amortization and impairments shown below)	162,459			63		172,702			65		10,243
Selling, general and administrative expenses	219,778			86		214,662			81		(5,116		)
Restructuring expense (credits)	(1,013		)	—		564			—		1,577
Depreciation and amortization (including impairments)	29,208			11		28,404			11		(804		)
Operating loss	$	(153,751	)	(60	)%	$	(151,397	)	(57	)%	$	(2,354	)



The following is a reconciliation of operating loss to AOCF deficit:
	Three Months Ended September 30,
	2015			2014			Favorable
	Amount			Amount			(Unfavorable)

Operating loss	$	(61,650	)	$	(49,421	)	$	(12,229	)
Share-based compensation	3,557			2,226			1,331
Restructuring credits	(477		)	(137		)	(340		)
Depreciation and amortization (including impairments)	10,235			9,387			848
AOCF deficit	$	(48,335	)	$	(37,945	)	$	(10,390	)



	Nine Months Ended September 30,
	2015			2014			Favorable
	Amount			Amount			(Unfavorable)

Operating loss	$	(153,751	)	$	(151,397	)	$	(2,354	)
Share-based compensation	9,170			6,449			2,721
Restructuring expense (credits)	(1,013		)	564			(1,577		)
Depreciation and amortization (including impairments)	29,208			28,404			804
AOCF deficit	$	(116,386	)	$	(115,980	)	$	(406	)

Revenues, net decreased $4,995 (6%) and $8,254 (3)% for the three and nine months ended September 30, 2015, respectively, as compared to revenues, net for the same periods in 2014. The net decreases are attributable to the following:

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES



	Three Months			Nine Months
	Ended September 30, 2015
Decrease in revenues at Newsday (from $61,785 to $56,865 for the three month period and $185,491 to $175,311 for the nine month period) due primarily to decreases in advertising revenues driven primarily by competition from other media, partially offset by an increase in circulation revenues	$	(4,920	)	$	(10,180	)
Net increase in revenues, primarily advertising revenues at News 12 Networks, partially offset by decreases in other businesses for the nine month period	(142		)	1,632
Intra-segment eliminations	67			294
	$	(4,995	)	$	(8,254	)

Technical and operating expenses (excluding depreciation, amortization and impairments) for the three and nine months ended September 30, 2015 decreased $4,185 (7%) and $10,243 (6%), respectively, as compared to the same periods in 2014. The net decreases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Decrease in costs at Newsday (from $43,070 to $38,587 for the three month period and from $129,698 to $119,040 for the nine month period) due primarily to lower newsprint and ink expenses, as well as lower distribution and employee related costs	$	(4,483	)	$	(10,658	)
Other net increases	298			415
	$	(4,185	)	$	(10,243	)

Selling, general and administrative expenses increased $10,911 (15%) and $5,116 (2%) for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014. The net increases are attributable to the following:



	Three Months			Nine Months
	Ended September 30, 2015
Increase in corporate costs, primarily merger-related costs of $9,709 and employee related costs, net of allocations to business units	$	12,141		$	10,143
Decrease in expenses at Newsday (from $23,809 to $23,547 for the three month period and $74,362 to $71,348 for the nine month period). The decrease in the nine month period is due primarily to the termination and settlement of a distribution agreement in the first quarter of 2015, as well as lower employee related costs (including long-term incentive plan expenses), partially offset by an increase in share-based compensation and real estate taxes	(262		)	(3,014		)
Decrease in expenses at certain other businesses	(1,035		)	(2,307		)
Intra-segment eliminations	67			294
	$	10,911		$	5,116

We expect to incur additional merger related costs prior to and upon consummation of the merger with Altice.

Adjusted operating cash flow deficit increased $10,390 (27%) and $406 for the three and nine months ended September 30, 2015, respectively, as compared to the same periods in 2014 (including Newsday's AOCF deficit of $3,477 and $10,444, respectively, for the three and nine months ended September 30, 2015 compared to AOCF deficit of $4,021 and $15,367 for the three and nine months ended September 30, 2014, respectively). The increase in the AOCF deficit for the three month period was due primarily to a decrease in revenues, net, and an increase in operating expenses (excluding depreciation and amortization, restructuring expense (credits) and share-based compensation), as discussed above. The increase in the AOCF deficit for the nine month period was due primarily to a decrease in revenues, net, partially offset by a decrease in operating expenses (excluding depreciation and amortization, restructuring expense (credits) and share-based compensation), as discussed above.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

CSC HOLDINGS, LLC

The condensed consolidated statements of income of CSC Holdings are essentially identical to the condensed consolidated statements of income of Cablevision, except for the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income attributable to Cablevision Systems Corporation stockholders	$	23,103		$	71,491		$	143,331		$	255,464
Interest expense relating to Cablevision senior notes included in Cablevision's consolidated statements of income	55,723			55,685			167,057			167,083
Interest income related to cash held at Cablevision	(12		)	(6		)	(24		)	(12		)
Interest income included in CSC Holdings' consolidated statements related to interest on Cablevision's senior notes held by Newsday Holdings (this interest income is eliminated in the Cablevision's consolidated statements of income)	12,013			12,013			36,040			36,040
Write-off of deferred financing costs, net of gain on extinguishment of debt relating to Cablevision senior notes	—			—			—			611
Income tax benefit included in Cablevision's consolidated statements of income	(28,911		)	(30,194		)	(88,097		)	(88,310		)
Net income attributable to CSC Holdings, LLC's sole member	$	61,916		$	108,989		$	258,307		$	370,876

Refer to Cablevision's "Management's Discussion and Analysis of Financial Condition and Results of Operations" herein.

CASH FLOW DISCUSSION

Continuing Operations - Cablevision Systems Corporation

Operating Activities

Net cash provided by operating activities amounted to $920,056 for the nine months ended September 30, 2015 compared to $1,029,004 for the nine months ended September 30, 2014. The 2015 cash provided by operating activities resulted from $804,125 of income from continuing operations before depreciation and amortization (including impairments) and $132,599 of non-cash items. Partially offsetting these increases was a decrease in cash of $9,485 resulting from an increase in current and other assets and $7,183 as a result of a decrease in accounts payable and other liabilities.

The 2014 cash provided by operating activities resulted from $897,505 of income from continuing operations before depreciation and amortization (including impairments), $168,091 of non-cash items and $12,544 from a decrease in current and other assets. Partially offsetting these increases was a decrease in cash of $49,136 as a result of a decrease in accounts payable and other liabilities.

The decrease in cash provided by operating activities of $108,948 for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014, resulted from a decrease in income from continuing operations before depreciation and amortization (including impairments) and other non-cash items of $128,872, partially offset by an increase in cash of $19,924 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2015 was $615,132 compared to $626,575 for the nine months ended September 30, 2014. The 2015 investing activities consisted primarily of $603,969 of capital expenditures ($511,185 of which relates to our Cable segment), net payments for other investments of $7,869, and additions to other intangible assets of $7,444, partially offset by other net cash receipts of $4,150.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

The 2014 investing activities consisted primarily of $629,945 of capital expenditures ($521,026 of which relates to our Cable segment), partially offset by other net cash receipts of $3,370.

Financing Activities

Net cash used in financing activities amounted to $282,439 for the nine months ended September 30, 2015 compared to $289,925 for the nine months ended September 30, 2014. In 2015, the Company's financing activities consisted primarily of repayments of credit facility debt of $245,369, dividend distributions to common stockholders of $125,170, payments of $18,265 related to the net share settlement of restricted stock awards, principal payments on capital lease obligations of $14,290, payment for the acquisition of the noncontrolling interest in Newsday of $8,300, repayments of notes payable of $2,458, and distributions to noncontrolling interests of $901, partially offset by net proceeds from collateralized indebtedness of $109,306, proceeds from stock option exercises of $17,416 and an excess tax benefit related to share-based awards of $5,592.

In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $975,323, dividend distributions to common stockholders of $120,513, payments to repurchase senior notes, including fees, of $27,173, payments of deferred financing costs of $14,273, principal payments on capital lease obligations of $11,208, payments of $6,608 related to the net share settlement of restricted stock awards, repayments of notes payable of $2,306, and distributions to noncontrolling interests of $1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness of $74,516, proceeds from stock option exercises of $43,679 and an excess tax benefit related to share-based awards of $298.

Continuing Operations - CSC Holdings, LLC

Operating Activities

Net cash provided by operating activities amounted to $1,086,862 for the nine months ended September 30, 2015 compared to $1,216,719 for the nine months ended September 30, 2014. The 2015 cash provided by operating activities resulted from $919,101 of income from continuing operations before depreciation and amortization (including impairments), non-cash items of $49,734 and $114,318 as a result of an increase in accounts payable and other liabilities, and an increase in cash of $3,709 resulting from a decrease in current and other assets.

The 2014 cash provided by operating activities resulted from $1,012,917 of income before depreciation and amortization (including impairments), a $127,588 decrease in current and other assets and a $79,908 increase in accounts payable and other liabilities. These increases were partially offset by non-cash items of $3,694.

The decrease in cash provided by operating activities of $129,857 for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 resulted from a decrease in income before depreciation and amortization (including impairments) from continuing operations and other non-cash items of $40,388 and a decrease of $89,469 resulting from changes in working capital, including the timing of payments and collections of accounts receivable, among other items.

Investing Activities

The 2014 investing activities consisted primarily of $629,945 of capital expenditures ($521,026 of which relates to our Cable segment), partially offset by other net cash receipts of $3,370.

Financing Activities

Net cash used in financing activities amounted to $461,141 for the nine months ended September 30, 2015 compared to $491,489 for the nine months ended September 30, 2014. In 2015, the Company's financing activities consisted primarily of repayments of credit facility debt of $245,369, distributions to Cablevision of $312,515, principal payments on capital lease obligations of $14,290, payment for the acquisition of the noncontrolling interest in Newsday of $8,300, repayments of notes payable of $2,458, and distributions to noncontrolling interests of $901, partially offset by net proceeds from collateralized indebtedness of $109,306 and an excess tax benefit related to share-based awards of $13,386.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

In 2014, the Company's financing activities consisted primarily of repayments of credit facility debt of $975,323, distributions to Cablevision of $316,350, payments of deferred financing costs of $14,273, principal payments on capital lease obligations of $11,208, repayments of notes payable of $2,306, and distributions to noncontrolling interests of $1,014, partially offset by proceeds from the issuance of senior notes of $750,000, net proceeds from collateralized indebtedness of $74,516, and an excess tax benefit related to share-based awards of $4,469.

LIQUIDITY AND CAPITAL RESOURCES

Cablevision

Cablevision has no operations independent of its subsidiaries. Cablevision's outstanding securities consist of CNYG Class A shares, CNYG Class B shares and approximately $3,410,000 of debt securities, including approximately $2,799,000 face value of debt securities held by third party investors and approximately $611,000 held by Newsday Holdings. The $611,000 of senior notes are eliminated in Cablevision's consolidated financial statements and are shown as senior notes due from Cablevision in the consolidated equity of CSC Holdings.

Funding for Our Debt Service Requirements

Funding for the debt service requirements of our debt securities has been provided by our subsidiaries' operations, principally CSC Holdings, as permitted by the covenants governing CSC Holdings' credit agreements and indentures. Funding for our subsidiaries has generally been provided by cash flow from operations, cash on hand, and borrowings under the Restricted Group (as later defined) revolving credit facility, and the proceeds from the issuance of securities in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand and borrowings under the Restricted Group revolving credit facility has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility. We have accessed the debt markets for significant amounts of capital in the past and expect to do so in the future. Under the Merger Agreement, we are not permitted to issue additional debt prior to the consummation of the Merger.

We have assessed our ability to repay our scheduled debt maturities prior to the Merger and we currently believe that a combination of cash on hand, cash generated from operating activities and availability under the Restricted Group revolving credit facility, should provide us with sufficient liquidity to repay such scheduled current debt maturities prior to the Merger. Our collateralized debt maturing prior to the Merger will be settled by delivering cash from the net proceeds of new monetization transactions.

Following the Merger, Altice will determine how we will fund our debt service requirements, including the debt service requirements under the Cablevision and CSC Holdings senior notes that will remain outstanding following the Merger. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Altice Merger” for a discussion of the indebtedness incurred by subsidiaries of Altice that will be assumed by us in the Merger.

If the Merger is not consummated, we currently believe that a combination of cash on hand, cash generated from operating activities and availability under the Restricted Group revolving credit facility, should provide us with sufficient liquidity to repay scheduled current debt maturities in the next 12 months totaling $109,105 under our credit facilities, capital leases, and notes payable as of September 30, 2015. However, competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of television and newspaper 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, if the Merger is not consummated, we currently believe that amounts available under the Restricted Group revolving credit facility will be available when, and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets or other conditions. The obligations of the financial institutions under the Restricted Group revolving credit facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.

In the longer term, if the Merger is not consummated, we do not expect to 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 will be dependent upon our ability to access the capital and credit markets. We will need 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

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

investments from third parties or reducing or eliminating dividend payments and stock repurchases or other discretionary uses of cash.

Debt Outstanding

The following table summarizes our outstanding debt (excluding accrued interest), as well as interest expense and capital expenditures as of and for the nine months ended September 30, 2015:



	Restricted Group		Newsday LLC (a)		Other Entities		Total CSC Holdings		Cablevision		Eliminations (b)			Total Cablevision
Credit facility debt	$	2,056,684	$	480,000	$	—	$	2,536,684	$	—	$	—		$	2,536,684
Senior notes and debentures	3,064,327		—		—		3,064,327		3,406,535		(611,455		)	5,859,407
Collateralized indebtedness relating to stock monetizations	—		—		1,164,577		1,164,577		—		—			1,164,577
Capital lease obligations	51,460		466		—		51,926		—		—			51,926
Notes payable	18,634		—		—		18,634		—		—			18,634
Total debt	$	5,191,105	$	480,466	$	1,164,577	$	6,836,148	$	3,406,535	$	(611,455	)	$	9,631,228
Interest expense	$	215,499	$	14,269	$	41,324	$	271,092	$	203,097	$	(36,040	)	$	438,149
Capital expenditures	$	592,437	$	3,534	$	7,998	$	603,969	$	—	$	—		$	603,969


(a)	CSC Holdings has guaranteed Newsday LLC's obligation under its credit facility, which amounted to $480,000 at September 30, 2015. For purposes of the Restricted Group credit facility and indentures, guarantees are treated as indebtedness. The total debt for the Restricted Group reflected in the table above does not include the $480,000 guarantee.


(b)	Represents the elimination of the senior notes issued by Cablevision and held by Newsday Holdings.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

The following table provides details of our outstanding credit facility debt as of September 30, 2015 and December 31, 2014:



		Interest Rate at September 30, 2015		Amounts Payable on or prior to September 30, 2016		Carrying Value at
	Maturity Date	Interest Rate at September 30, 2015		Amounts Payable on or prior to September 30, 2016		September 30, 2015		December 31, 2014
Restricted Group:
Revolving loan facility	April 17, 2018	—		$	—	$	—	$	—
Term A loan facility	April 17, 2018	1.94	%	59,907		898,603		934,547
Term B loan facility (a)	April 17, 2020	2.69	%	11,887		1,158,081		1,366,102
Restricted Group credit facility debt				71,794		2,056,684		2,300,649
Newsday:
Floating rate term loan facility	October 12, 2016	3.69	%	—		480,000		480,000
Total credit facility debt				$	71,794	$	2,536,684	$	2,780,649


(a)	The unamortized discount related to the Term B loan facility amounted to $3,922 and $5,326 at September 30, 2015 and December 31, 2014, respectively.

Restricted Group

CSC Holdings and those of its subsidiaries which conduct our video, high-speed data, and our VoIP 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 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 video, high-speed data and VoIP services (including 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; distributions to Cablevision to fund dividends paid to stockholders of CNYG Class A and CNYG Class B common stock; distributions to Cablevision to fund share repurchases and senior note repurchases; other corporate expenses and changes in working capital; and investments that it may fund from time to time. We currently expect that the net funding and investment requirements of the Restricted Group prior to the Merger will be met with one or more of the following: cash on hand, cash generated by operating activities and available borrowings under the Restricted Group's revolving credit facility.

The Restricted Group has a credit agreement which we refer to as the "Credit Agreement" or the "Existing Credit Facility" elsewhere herein and provides for (1) a revolving credit facility, (2) a Term A facility, and (3) a Term B facility. At September 30, 2015, $71,581 of the revolving loan facility was restricted for certain letters of credit issued on behalf of CSC Holdings and $1,428,419 of the revolving loan facility was undrawn and available, subject to covenant limitations, to be drawn to meet the net funding and investment requirements of the Restricted Group.

Our Annual Report on Form 10-K for the year ended December 31, 2014 contains a further description of the Restricted Group Credit Agreement, including the principal financial covenants.

The Restricted Group was in compliance with all of its financial covenants under the Credit Agreement as of September 30, 2015.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

The Restricted Group credit facility is expected to be repaid and terminated in connection with the Merger. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Altice Merger” for a discussion of the indebtedness incurred by subsidiaries of Altice that will be assumed by us as a result of the Merger.

Newsday LLC

We currently expect that net funding and investment requirements for Newsday prior to the Merger will be met with one or more of the following: cash on hand, cash generated by operating activities, interest income from the Cablevision senior notes held by Newsday Holdings, capital contributions and intercompany advances.

Our Annual Report on Form 10-K for the year ended December 31, 2014 contains a further description of the Newsday LLC credit facility, including the principal financial covenants.

The Newsday LLC credit facility is expected to be repaid in connection with the Merger.

Capital Expenditures

The following table provides details of the Company's capital expenditures for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Capital Expenditures
Customer premise equipment	$	74,401	$	63,895	$	177,209	$	188,890
Scalable infrastructure	58,535		48,259		160,099		167,118
Line extensions	7,052		3,604		19,777		12,268
Upgrade/rebuild	12,162		12,737		43,162		32,128
Support	39,467		39,951		110,938		120,622
Total Cable	191,617		168,446		511,185		521,026
Lightpath	24,083		28,434		70,877		81,401
Other	6,964		7,872		21,907		27,518
Total Cablevision	$	222,664	$	204,752	$	603,969	$	629,945

Capital expenditures for the three months ended September 30, 2015 increased $17,912 (9%) as compared to the same period in 2014. This increase was primarily related to an increase in purchases in customer equipment, spending to support various network projects and upgrades to the cable network infrastructure. For the nine months ended September 30, 2015, capital expenditures decreased $25,976 (4%) as compared to the same period in 2014. This decrease was due primarily to a decrease in purchases of customer equipment and network equipment, partially offset by increases in spending related to cable plant upgrades.

Monetization Contract Maturities

During the next 12 months, monetization contracts covering 10,738,809 shares of Comcast common stock held by us will mature. We intend to settle such transactions by either delivering shares of the Comcast common stock and the related equity derivative contracts or by delivering cash from the net proceeds of new monetization transactions.

In the Merger Agreement, Cablevision agreed that it would not share settle any collateralized indebtedness prior to the Merger.

Other Events

Common Stock Repurchases

Cablevision's Board of Directors has authorized the repurchase of up to a total of $1,500,000 CNYG Class A common stock. During the nine months ended September 30, 2015, Cablevision did not repurchase any shares. Since inception through September 30, 2015, Cablevision repurchased an aggregate of 45,282,687 shares for a total cost of $1,044,678,

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

including commissions of $453. These acquired shares have been classified as treasury stock in Cablevision's consolidated balance sheets.

As of September 30, 2015, Cablevision had $455,322 of availability remaining under its stock repurchase authorizations, however the stock repurchase program has been suspended pursuant to the Merger Agreement.

Dividends

During the nine months ended September 30, 2015, the Board of Directors of Cablevision declared and paid the following cash dividends to stockholders of record on both its CNYG Class A common stock and CNYG Class B common stock:



Declaration Date	Dividend Per Share	Record Date	Payment Date
February 24, 2015	$0.15	March 16, 2015	April 3, 2015
May 1, 2015	$0.15	May 22, 2015	June 12, 2015
August 6, 2015	$0.15	August 21, 2015	September 10, 2015

Pursuant to the terms of the Merger Agreement, Cablevision will not be permitted to declare and pay dividends or repurchase stock, in each case, without the prior written consent of Altice.


•	Cablevision's dividends;


•	Cablevision's interest payments on its senior notes; and


•	Cablevision's payments for the acquisition of treasury shares related to statutory minimum tax withholding obligations upon the vesting of certain restricted shares;

Cablevision's and CSC Holdings' indentures and the CSC Holdings credit agreement restrict the amount of dividends and distributions in respect of any equity interest that can be made.

Commitments and Contingencies

As of September 30, 2015, the Company's commitments and contingencies for continuing operations not reflected in the Company's condensed consolidated balance sheet decreased to approximately $6,234,000 as compared to approximately $7,264,000 at December 31, 2014. This decrease relates primarily to payments made pursuant to programming commitments during the nine months ended September 30, 2015.

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 September 30, 2015 amounted to $2,536,684. To manage interest rate risk, we have from time to time entered into various interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates. Such contracts effectively fixed the borrowing rates on our floating rate debt to limit the exposure against the risk of rising rates. We did not have any interest swap contracts in place at September 30, 2015. We do not enter into interest rate swap contracts for speculative or trading purposes. See discussion above for further details of our credit facility debt and Item 3. "Quantitative and Qualitative Disclosures About Market Risk" below for a discussion regarding the fair value of our debt.

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 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

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

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 September 30, 2015, 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 condensed consolidated balance sheets and the collateralized indebtedness is carried at its principal value. See "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 condensed consolidated balance sheets with changes in value reflected in our condensed consolidated statements of income, and all of the counterparties to such transactions currently carry investment grade credit ratings.

Recently Issued But Not Yet Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Simplifying the Measurement of Inventory. Inventory under ASU No. 2015-11 is to be measured at the “lower of cost and net realizable value” which would eliminate the other two options that currently exist for “market”: (1) replacement cost and (2) net realizable value less an approximately normal profit margin. ASU No. 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” ASU No. 2015-11 is to be applied prospectively and becomes effective for us on January 1, 2017 although early adoption is permitted. Inventory held for sale is included in prepaid expenses and other current assets in our condensed consolidated balance sheets. The Company has not yet completed the evaluation of the effect that ASU No. 2015-11 will have on its consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities may apply the amendments in this ASU either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. ASU No. 2014-12 becomes effective for us on January 1, 2016 with early adoption permitted. We do not expect that ASU No. 2014-12 will have any impact on our consolidated financial statements upon adoption.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

All dollar amounts, except per share data, included in the following discussion under this Item 3 are presented in thousands.

Equity Price Risk

We are exposed to market risks from changes in certain equity security prices. Our exposure to changes in equity security prices stems primarily from the shares of Comcast common stock we hold. We have entered into equity derivative contracts consisting of a collateralized loan and an equity collar to hedge our equity price risk and to monetize the value of these securities. These contracts, at maturity, are expected to offset declines in the fair value of these securities below the hedge price per share while allowing us to retain upside appreciation from the hedge price per share to the relevant cap price. The contracts' actual hedge prices per share vary depending on average stock prices in effect at the time the contracts were executed. The contracts' actual cap prices vary depending on the maturity and terms of each contract, among other factors. 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 September 30, 2015, 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 condensed consolidated balance sheets and the collateralized indebtedness is carried at its principal value. The carrying value of our collateralized indebtedness amounted

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

to $1,164,577 at September 30, 2015. At maturity, the contracts provide for the option to deliver cash or shares of Comcast common stock, with a value determined by reference to the applicable stock price at maturity.

As of September 30, 2015, the fair value and the carrying value of our holdings of Comcast common stock aggregated $1,221,646. Assuming a 10% change in price, the potential change in the fair value of these investments would be approximately $122,165. As of September 30, 2015, the net fair value and the carrying value of the equity collar component of the equity derivative contracts entered into to partially hedge the equity price risk of our holdings of Comcast common stock aggregated $63,804, a net asset position. For the nine months ended September 30, 2015, we recorded a net gain of $89,616 related to our outstanding equity derivative contracts and recorded an unrealized loss of $24,270 related to the Comcast common stock that we held during the period.



Fair Value of Equity Derivative Contracts
Fair value as of December 31, 2014, net liability position	$	(94,900	)
Change in fair value, net	89,616
Settlement of contracts	69,088
Fair value as of September 30, 2015, net asset position	$	63,804

The maturity, number of shares deliverable at the relevant maturity, hedge price per share, and the lowest and highest cap prices received for the Comcast common stock monetized via an equity derivative prepaid forward contract are summarized in the following table:



# of Shares		Hedge Price	Cap Price (b)
Deliverable	Maturity	per Share (a)	Low		High
2,668,875	2015	$49.01	$	58.81	$	58.81
8,069,934	2016	$48.93 - $53.62	$	58.72	$	69.70
10,738,809	2017	$55.96 - $59.11	$	72.75	$	76.85


(a)	Represents the price below which we are provided with downside protection and above which we retain upside appreciation. Also represents the price used in determining the cash proceeds payable to us at inception of the contracts.


(b)	Represents the price up to which we receive the benefit of stock price appreciation.

Fair Value of Debt: At September 30, 2015, the fair value of our fixed rate debt of $6,670,021 was lower than its carrying value of $7,042,618 by $372,597. 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 in reference to current LIBOR-based market rates and thus their principal values approximate fair value. The effect of a hypothetical 100 basis point decrease in interest rates prevailing at September 30, 2015 would increase the estimated fair value of our fixed rate debt by $212,869 to $6,882,890. This estimate is based on the assumption of an immediate and parallel shift in interest rates across all maturities.

Item 4. Controls and Procedures

Evaluation of Disclosure 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 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 September 30, 2015.

Changes in Internal Control

During the nine months ended September 30, 2015, 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.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 13 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of our legal proceedings.

Item 1A. Risk Factors

Except as discussed below, there have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, financial condition and results of operations and negatively impact Cablevision's share price.

As previously disclosed, on September 16, 2015, Cablevision entered into the Merger Agreement with Altice and its wholly owned subsidiary, Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Cablevision, with Cablevision surviving the Merger as a subsidiary of Altice. In connection with the Merger, each Share (both the CNYG Class A Shares and the CNYG Class B Shares) (other than (i) Shares owned by Cablevision, Altice or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties in a fiduciary capacity, and (ii) Shares that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights) will be converted into the right to receive $34.90 in cash, without interest, less any applicable tax withholdings.

The Merger is subject to the satisfaction of a number of conditions beyond our control, including regulatory approvals and other customary closing conditions. There is no assurance that the Merger and the other transactions contemplated by the Merger Agreement will occur on the terms and timeline currently contemplated or at all. The conditions to the Merger could prevent or delay the completion of the Merger. In addition, the efforts to satisfy the closing conditions of the Merger, including the regulatory approval process, may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations and a disruption of our operations. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the Merger process could have a material adverse effect on our business, financial condition and results of operations. The Merger Agreement also contains specified termination rights, including the right for each of Cablevision and Altice to terminate the Merger Agreement if the Merger is not consummated by September 16, 2016 (subject to extension to December 16, 2016 if either Cablevision or Altice determines additional time is necessary to obtain certain government approvals). If the proposed Merger is not completed or the Merger Agreement is terminated, the price of the Shares may decline, including to the extent that the current market price of Shares reflects an assumption that the Merger and the other transactions contemplated by the Merger Agreement will be consummated without unexpected delays, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to various uncertainties and restrictions on the conduct of our business while the Merger is pending, which could have a material adverse effect on our business, financial condition and results of operations.

Uncertainty about the effect of the Merger on employees, customers, suppliers, vendors, and other third parties who deal with us may have a material adverse effect on our business, financial condition and results of operations. These uncertainties may impair our ability to attract, retain and motivate key personnel pending the consummation of the Merger, as such personnel may experience uncertainty about their future roles following the consummation of the Merger. Additionally, these uncertainties could cause customers, suppliers, vendors and other third parties who deal with us to seek to change existing business relationships with us or fail to extend an existing relationship with us, and competitors may target our existing customers by highlighting potential uncertainties and difficulties that may result from the Merger, all of which could have a material adverse effect on our business, financial condition and results of operations. In addition, the Merger Agreement restricts us from taking certain actions without Altice's consent while the Merger is pending. These restrictions may, among other matters, prevent us from pursuing otherwise attractive business opportunities, selling assets, making certain capital expenditures, refinancing indebtedness, entering into transactions or making other changes to our business prior to consummation of the Merger or termination of the Merger Agreement. These restrictions and uncertainties could have a material adverse effect on our business, financial condition and results of operations.

CABLEVISION SYSTEMS CORPORATION AND SUBSIDIARIES

Altice’s financing in connection with the Merger will result in increased indebtedness and leverage on the Company.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Altice Merger”, in connection with the Merger, Altice has issued the Term Loans and the Notes and plans to issue loans under the Revolving Credit Facility. Following the consummation of the Merger, this debt will become obligations of CSC Holdings and certain of its subsidiaries. This will materially increase the total outstanding indebtedness and leverage of the Company. See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of certain of the risks associated with high levels of indebtedness.

Item 6. Exhibits


(a)	Index to Exhibits.



2.1	Agreement and Plan of Merger, dated as of September 16, 2015, among Cablevision Systems Corporation, Altice N.V. and Neptune Merger Sub Corp. (incorporated herein by reference to Exhibit 2.1 to Cablevision’s Current Report on Form 8-K, filed on September 17, 2015).
3.1	Amended and Restated Bylaws of Cablevision Systems Corporation (incorporated herein by reference to Exhibit 3.1 to Cablevision’s Current Report on Form 8-K, filed on September 17, 2015).
31.1	Section 302 Certification of the CEO.
31.2	Section 302 Certification of the CFO.
32	Section 906 Certifications of the CEO and CFO.
101	The following financial statements from Cablevision Systems Corporation's and CSC Holdings, LLC's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on November 3, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Combined Notes to Condensed Consolidated Financial Statements.

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.



		CABLEVISION SYSTEMS CORPORATION
		CSC HOLDINGS, LLC

Date:	November 3, 2015		/s/ Brian G. Sweeney
		By:	Brian G. Sweeney as President and Chief Financial Officer of Cablevision Systems Corporation and CSC Holdings, LLC

CABLEVISION SYSTEMS CORP /NY - FORM 10-Q - November 3, 2015

Attached files

CABLEVISION SYSTEMS CORP /NY Reports