10-K/A 1 a04-8226_110ka.htm 10-K/A

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-K/A

 

(Mark One)

 

ý

 

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

 

 

 

For the fiscal year ended December 31, 2003

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

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, Inc.

 

11-2776686

 

 

Delaware

 

 

 

 

1111 Stewart Avenue

 

 

 

 

Bethpage, New York  11714

 

 

 

 

(516) 803-2300

 

 

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:

 

Name of each Exchange on which
Registered:

 

 

 

Cablevision Systems Corporation

 

 

Cablevision NY Group Class A Common Stock

 

New York Stock Exchange

 

 

 

CSC Holdings, Inc.

 

None

 

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

 

 

 

 

Cablevision Systems Corporation

 

None

CSC Holdings, Inc.

 

None

 

 

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) has been subject to such filing requirements for the past 90 days.

 

 

Cablevision Systems Corporation

 

Yes

 

ý

 

No

 

o

 

 

 

 

CSC Holdings, Inc.

 

Yes

 

ý

 

No

 

o

 

 

 

 



 

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Cablevision Systems Corporation

 

Yes

 

ý

 

No

 

o

 

 

 

CSC Holdings, Inc.

 

Yes

 

ý

 

No

 

o

 

 

 

 

Aggregate market value of voting stock held by nonaffiliates of Cablevision Systems Corporation based on the closing price at which such stock was sold on the New York Stock Exchange on June 30, 2003:  $4,415,967,510.

 

Number of shares of common stock outstanding as of March 1, 2004:

 

Cablevision NY Group Class A Common Stock -

 

219,592,291

 

Cablevision NY Group Class B Common Stock -

 

67,214,237

 

CSC Holdings, Inc. Common Stock -

 

5,258,056

 

 

Documents incorporated by reference - The Registrants intend to file with the Securities and Exchange Commission, not later than 120 days after the close of their fiscal year, a definitive proxy statement or an amendment to this report containing the information required to be disclosed under Part III of Form 10-K under cover of Form 10-K/A.

 

 

2



 

TABLE OF CONTENTS

 

 

 

Page

Part II

 

 

 

6.

Selected Financial Data.

7

 

 

 

 

 

9A.

Controls and Procedures.

12

 

 

 

 

Part IV

 

 

 

 

15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

15

 

 

3



 

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of the Original Filing are amended in their entirety and the complete text of those Items is set out in this Amendment No. 1:

 

Explanatory Note

 

Part II

 

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

 

 

Item 9A.

 

Controls and Procedures

 

 

 

Part IV

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

 

The other Items of the Original Filing have not been repeated in this Amendment No. 1.

 

PLEASE NOTE THAT THE ONLY CHANGES TO THE ORIGINAL FILING ARE THOSE DESCRIBED ABOVE.  OTHERWISE, THE INFORMATION CONTAINED IN THIS AMENDMENT NO. 1 IS AS OF THE DATE OF THE ORIGINAL FILING AND DOES NOT REFLECT ANY SUBSEQUENT INFORMATION OR EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING. SUCH SUBSEQUENT INFORMATION OR EVENTS INCLUDE, AMONG OTHERS, THE INFORMATION AND EVENTS DESCRIBED IN OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2004 AND THE INFORMATION AND EVENTS SUBSEQUENTLY DESCRIBED IN OUR CURRENT REPORTS ON FORM 8-K. FOR A DESCRIPTION OF SUCH SUBSEQUENT INFORMATION AND EVENTS, PLEASE READ OUR EXCHANGE ACT REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SINCE THE DATE OF THE ORIGINAL FILING, WHICH UPDATE AND SUPERCEDE CERTAIN INFORMATION CONTAINED IN THE ORIGINAL FILING AND THIS AMENDMENT NO. 1.

 

EXPLANATORY NOTE

 

In this Form 10-K, Cablevision Systems Corporation (“Cablevision”) and CSC Holdings, Inc. (“CSC Holdings” and collectively with Cablevision, the “Company” or the “Registrants”) are restating the consolidated financial statements for the years ended December 31, 2002 and 2001, as previously reported in their Annual Reports on Form 10-K for 2002 and 2001.  See Note 2 to Consolidated Financial Statements.  We have also included under “Item 6.  Selected Financial Data,” restated financial information for the years ended December 31, 2000 and 1999.  These restatements are being made to reflect the effects of the following items on the Registrants’ previously reported financial information:

 

                  Restatements of the Company’s consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000 to record the effect of adjustments for expenses improperly recognized in earlier periods that should have been recognized in later periods and restatements of the Company’s consolidated statements of

 

 

4



 

operations for those years and for the year ended December 31, 1999 to record the effect of adjustments with respect to the timing of the recognition of launch and marketing support payments, errors made in 1999 regarding minority interests and an error with respect to the timing of the recognition of a 2002 gain on marketable securities as outlined below:

 

 

 

Increases (decreases)

 

 

 

Years Ended December 31,

 

 

 

2002 (a)

 

2001 (a)

 

2000 (b)

 

1999 (c)

 

 

 

(in thousands, except for per share information)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

(119

)

$

240

 

$

(20

)

$

 

 

 

 

 

 

 

 

 

 

 

Technical and operating

 

5,001

 

17,769

 

(76

)

4,395

 

Selling, general and administrative

 

3,096

 

3,981

 

(16,093

)

3,418

 

Depreciation and amortization

 

274

 

264

 

(14,092

)

14,282

 

Operating income

 

(8,490

)

(21,774

)

30,241

 

(22,095

)

 

 

 

 

 

 

 

 

 

 

Equity in net loss of affiliates

 

(297

)

210

 

413

 

 

Minority interests

 

(1,797

)

1,011

 

(5,954

)

4,572

 

Gain on investments

 

10,044

 

 

 

 

Gain on sale of programming interests

 

 

(1,263

)

 

 

Income from continuing operations before taxes

 

3,648

 

(24,258

)

35,782

 

(26,667

)

Income tax expense

 

(343

)

1,532

 

(521

)

 

Income from continuing operations

 

3,991

 

(25,790

)

36,303

 

(26,667

)

Income of discontinued operations, net of taxes

 

(220

)

(493

)

(566

)

 

Net income

 

$

3,771

 

$

(26,283

)

$

36,869

 

$

(26,667

)

Basic and diluted net income per share

 

$

0.01

 

$

(0.10

)

$

0 .13

 

$

(0.11

)

 


(a)                                  See Note 2 to Consolidated Financial Statements for information on the restatement of the financial statements for this period.

(b)                                 This information has been derived from unaudited consolidated financial statements of Cablevision and CSC Holdings that have been restated to account for improperly recorded expenses as discussed in Note 2 to the Consolidated Financial Statements and to reflect certain other adjustments.  The adjusting amounts relate primarily to expenses recorded in 2000 that should have been recorded in later periods, the correction of an error made in recording minority interests, and adjustments for launch and marketing support payments that should have been recognized in different periods, as described below.

(c)                                  This information has been derived from unaudited consolidated financial statements of Cablevision and CSC Holdings that have been restated to reflect adjustments relating primarily to correction of an error made in recording minority interests and adjustments for launch and marketing support payments that should have been recognized in different periods, as described below.  The investigation into improper expense recognition, described in Note 2 to Consolidated Financial Statements, identified $16.8 million of operating expenses that were improperly recognized in 1999 and should have been recognized in 2000 and later periods.  As part of the restatement of our financial statements for 2000 and later periods, we recorded those expenses in the appropriate period.  However, we did not restate the 1999 financial statements to remove those expenses because the investigation into the improper expense accruals did not extend to periods prior to 1999.  We did not have sufficient data to appropriately adjust the 1999 results to include in that year expenses that may have been improperly accelerated in earlier periods.

 

 

5



 

                  Restatement of the Company’s consolidated statements of cash flows for the years ended December 31, 2002 and 2001 to record the effect of the restatements to the consolidated statements of operations described above; and

 

                  Restatement of our consolidated balance sheet as of December 31, 2002 to record the cumulative effect of the improperly accelerated expenses and other adjustments described above.  The balance sheet data as of December 31, 2001, 2000 and 1999 included under “Item 6.  Selected Financial Data” has also been restated to reflect the impact of these items.

 

The effect of adjusting for the acceleration of expenses and for the other adjustments, described above, on the Company’s consolidated statement of operations for the years ended December 31, 2002, 2001, 2000 and 1999 is as follows:

 

 

 

2002

 

2001

 

2000

 

1999

 

Effect on income from continuing operations:

 

 

 

 

 

 

 

 

 

Acceleration of expenses, net (i)

 

$

(5,379

)

$

(3,816

)

$

10,154

 

$

 

Launch and marketing support (ii)

 

(2,202

)

(21,573

)

5,030

 

(4,395

)

Other expenses, net (iii)

 

(909

)

3,615

 

15,057

 

(17,700

)

Effect of adjustments on equity in net loss of affiliates (iv)

 

297

 

(210

)

(413

)

 

Minority interest, including effect of adjustments (v)

 

1,797

 

(1,011

)

5,954

 

(4,572

)

Gain on investments (vi)

 

10,044

 

 

 

 

Effect of adjustments on gain on sale of programming interests (vii)

 

 

(1,263

)

 

 

Income tax expense (viii)

 

343

 

(1,532

)

521

 

 

Increase (decrease) in income from continuing operations

 

$

3,991

 

$

(25,790

)

$

36,303

 

$

(26,667

)

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in operating income

 

$

(8,490

)

$

(21,774

)

$

30,241

 

$

(22,095

)

 


(i)                         Reflects adjustments for certain payments and accruals that were improperly recognized as expenses of a period in which services had not yet been rendered or liabilities had not yet been incurred.  Such expenses related primarily to sales and marketing, original production and event production activities.  The improper recognition of sales and marketing expenses related primarily to promotional activities that had not yet occurred and affiliate promotional activities that were not yet complete.  The original production accelerations resulted from recording as expense certain transactions related to services that had not yet been performed by vendors involved in the production process.  The event production accelerations resulted from the recording, as expense, of items related to future events such as trade shows that had not yet occurred.  In substantially all cases, these items were improperly recorded as expenses on the basis of vendor invoices that inaccurately or inadequately described the period in which services were rendered, and which were inappropriately approved by business unit personnel.

(ii)                      Principally represents adjustments relating to the timing of recognition of launch support, marketing and other payments.  The adjustments: (i) reverse decisions concerning the periods in which certain launch support, marketing and other payments under affiliation agreements with certain programming providers were recognized, and (ii) as to two other related affiliation agreements, reverse the decision that was originally made to amortize launch support payments over the term of just one of the agreements and, instead, to amortize those payments over the full term of both related agreements.  The Company has provided information with respect to these adjustments to the staff of the Division of Corporation Finance of the Securities and Exchange Commission in connection with the Company’s response to the staff’s comments on the Company’s filings under the Securities Exchange Act of 1934.

(iii)                   Primarily consists of errors made with respect to (1) the timing of the recording of an adjustment to minority interests in the Company’s News 12 New Jersey subsidiary, (2) the timing of the recognition of certain charitable contributions made by the Company, (3) the timing of the recognition of certain real estate broker’s commissions earned by the Company and (4) the timing and amount of termination of a contractual obligation.

(iv)                  Reflects the net impact of the adjustments related to the acceleration of expenses on equity in net loss of affiliates.

(v)                     Includes adjustments to correct an error with respect to minority interests that resulted from a journal entry being recorded in reverse, as well as the effect of all other restatement adjustments on minority interests.

(vi)                  Represents adjustments to correct an error with respect to the timing of the recognition of a gain on the Company’s investment in marketable securities of LeapFrog Enterprises, Inc.

(vii)               Reflects the net impact of the adjustments on gain on sale of programming interests.

(viii)            Reflects the net impact of the adjustments on the Company’s income tax expense.

 

6



 

Item 6.      Selected Financial Data

 

SELECTED FINANCIAL AND STATISTICAL DATA

 

The operating and balance sheet data included in the following selected financial data have been derived from the consolidated financial statements of Cablevision and CSC Holdings.  Acquisitions made by these companies were accounted for under the purchase method of accounting and, accordingly, the acquisition costs were allocated to the net assets acquired based on their fair value, except for assets previously owned by Charles F. Dolan or affiliates of Mr. Dolan which were recorded at historical cost.  Acquisitions are reflected in operating, balance sheet and statistical data from the time of acquisition.  CSC Holdings’ operating, balance sheet and statistical data prior to April 5, 1999 has been restated to include the financial position, results of operations and statistical information of the systems acquired from Tele-Communications, Inc. from March 4, 1998, the date of acquisition by the Company.  See Note 2 of the consolidated financial statements of Cablevision and CSC Holdings for a discussion regarding the restatements of our financial statements. The selected financial data presented below should be read in conjunction with the consolidated financial statements of Cablevision and CSC Holdings and the notes thereto included in Item 8 of this Report.

 

Cablevision Systems Corporation

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

(As Restated) (a)

 

(As Restated) (a)

 

(As Restated) (b)

 

(As Restated) (c)

 

 

 

(dollars in thousands, except per share data)

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

4,177,148

 

$

3,801,835

 

$

3,595,047

 

$

3,636,523

 

$

3,268,600

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Technical and operating

 

1,909,906

 

1,707,231

 

1,685,252

 

1,631,463

 

1,471,802

 

Selling, general and administrative

 

1,173,162

 

955,866

 

963,432

 

985,627

 

1,070,225

 

Other operating income

 

(8,993

)

 

 

 

 

Restructuring charges

 

10,725

 

74,091

 

42,722

 

 

 

Depreciation and amortization

 

1,060,651

 

873,648

 

1,115,494

 

976,164

 

870,953

 

Operating income (loss)

 

31,697

 

190,999

 

(211,853

)

43,269

 

(144,380

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(603,136

)

(484,041

)

(517,851

)

(551,915

)

(456,593

)

Equity in net income (loss) of affiliates

 

429,732

 

(42,375

)

(68,206

)

(17,098

)

(19,234

)

Gain (loss) on sale of cable assets and programming interests, net

 

(13,644

)

 

2,174,664

 

1,209,865

 

 

Impairment charges on At Home investment

 

 

 

(108,452

)

(139,682

)

 

Gain (loss) on investments, net

 

235,857

 

(881,394

)

109,355

 

(6,747

)

(4,239

)

Write-off of deferred financing costs

 

(388

)

(6,931

)

(18,770

)

(5,209

)

(4,425

)

Gain (loss) on derivative contracts, net

 

(208,323

)

924,037

 

281,752

 

 

 

Loss on extinguishment of debt

 

 

(17,237

)

(15,348

)

 

 

Gain on termination of At Home agreement

 

 

 

25,190

 

 

 

Minority interests

 

(138,168

)

(220,568

)

(372,694

)

(153,884

)

(122,313

)

Miscellaneous, net

 

3,624

 

(5,656

)

(8,919

)

(5,545

)

4,277

 

Income (loss) from continuing operations before taxes

 

(262,749

)

(543,166

)

1,268,868

 

373,054

 

(746,907

)

Income tax benefit (expense)

 

(20,367

)

74,382

 

(225,577

)

(67,669

)

(35,560

)

Income (loss) from continuing operations

 

(283,116

)

(468,784

)

1,043,291

 

305,385

 

(782,467

)

Income (loss) from discontinued operations, net of taxes (including loss on the sale of the retail electronics business of $8,382 in 2003 and gain on sale of programming interests of $663,352 in 2002)

 

(14,123

)

562,667

 

(61,841

)

(39,263

)

(44,807

)

Net income (loss)

 

$

(297,239

)

$

93,883

 

$

981,450

 

$

266,122

 

$

(827,274

)

 


See Notes on page 5.

 

7



 

Cablevision Systems Corporation

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

(As Restated) (a)

 

(As Restated) (a)

 

(As Restated) (b)

 

(As Restated) (c)

 

 

 

(dollars in thousands, except per share data)

 

INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.99

)

$

(1.60

)

$

3.70

 

$

1.10

 

$

(3.13

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

$

(0.05

)

$

1.92

 

$

(0.22

)

$

(0.14

)

$

(0.18

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1.04

)

$

0.32

 

$

3.48

 

$

0.96

 

$

(3.31

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares (in thousands)

 

285,486

 

293,516

 

281,938

 

277,473

 

249,696

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

(0.99

)

$

(1.60

)

$

3.65

 

$

1.09

 

$

(3.13

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

$

(0.05

)

$

1.71

 

$

(0.22

)

$

(0.14

)

$

(0.18

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1.04

)

$

0.29

 

$

3.43

 

$

0.95

 

$

(3.31

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares (in thousands)

 

285,486

 

331,959

 

285,731

 

280,751

 

249,696

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

 

 

 

 

 

 


Notes:

 

(a)                                  See Note 2 to Consolidated Financial Statements for information on the restatement of the financial statements for this period.

(b)                                 The Operating Data and Balance Sheet Data for 2000 have been derived from unaudited consolidated financial statements of Cablevision and CSC Holdings that have been restated to account for improperly recorded expenses as discussed in Note 2 to the Consolidated Financial Statements and to reflect certain other adjustments.  The adjusting amounts relate primarily to expenses recorded in 2000 that should have been recorded in later periods, the correction of an error made in recording minority interests, and adjustments for launch and marketing support payments that should have been recognized in different periods, as described below.

(c)                                  The Operating Data and Balance Sheet Data for 1999 have been derived from unaudited consolidated financial statements of Cablevision and CSC Holdings that have been restated to reflect adjustments relating primarily to a correction of an error made in recording minority interests and adjustments for launch and marketing support payments that should have been recognized in different periods, as described below.  The investigation into improper expense recognition, described in Note 2 to Consolidated Financial Statements, identified $16.8 million of operating expenses that were improperly recognized in 1999 and should have been recognized in 2000 and later periods.  As part of the restatement of our financial statements for 2000 and later periods, we recorded those expenses in the appropriate period.  However, we did not restate the 1999 financial statements to remove those expenses because the investigation into the improper expense accruals did not extend to periods prior to 1999.  We did not have sufficient data to appropriately adjust the 1999 results to include in that year expenses that may have been improperly accelerated in earlier periods.

 

8



 

Cablevision Systems Corporation

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

(As Restated) (a)

 

(As Restated) (a)

 

(As Restated) (b)

 

(As Restated) (c)

 

 

 

(dollars in thousands, except per subscriber data)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

11,189,199

 

$

10,597,458

 

$

10,299,665

 

$

8,286,929

 

$

7,130,308

 

Total debt

 

8,501,417

 

7,696,982

 

6,965,261

 

6,459,076

 

5,987,593

 

Minority interests

 

580,766

 

626,571

 

870,675

 

591,329

 

611,436

 

Preferred stock of CSC Holdings

 

1,624,295

 

1,544,294

 

1,544,294

 

1,544,294

 

1,404,511

 

Stockholders’ deficiency

 

(1,989,802

)

(1,722,361

)

(1,588,206

)

(2,505,898

)

(3,093,749

)

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

Statistical Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable:

 

 

 

 

 

 

 

 

 

 

 

Homes passed by cable

 

4,401,000

 

4,369,000

 

4,337,000

 

4,698,000

 

5,200,000

 

Basic service subscribers

 

2,944,000

 

2,963,000

 

3,008,000

 

3,193,000

 

3,492,000

 

Basic service subscribers as a percentage of homes passed

 

66.9

%

67.8

%

69.4

%

68.0

%

67.2

%

Number of premium television units

 

8,040,000

 

6,462,000

 

7,100,000

 

7,767,000

 

7,715,000

 

Average number of premium units per basic subscriber at period end

 

2.7

 

2.2

 

2.4

 

2.4

 

2.2

 

Recurring revenue for the last month in the period (1)

 

$

160,864

 

$

152,056

 

$

147,773

 

$

148,498

 

$

154,719

 

Average number of subscribers for the last month in the period (1)

 

2,947,856

 

2,964,965

 

3,008,890

 

3,188,523

 

3,485,875

 

Average monthly revenue per basic subscriber (1)

 

$

54.57

 

$

51.28

 

$

49.11

 

$

46.57

 

$

44.38

 

 

 

 

 

 

 

 

 

 

 

 

 

High-Speed Data Service:

 

 

 

 

 

 

 

 

 

 

 

Homes released (2)

 

4,401,000

 

3,696,000

 

2,975,000

 

2,000,000

 

978,000

 

Customers

 

1,057,000

 

770,100

 

506,700

 

238,500

 

52,100

 

Customers as a percentage of homes released

 

24.0

%

20.8

%

17.0

%

11.9

%

5.3

%

 


(1)                      Average monthly revenue per basic subscriber is calculated by dividing the GAAP revenues attributable to monthly service charges for the last month in the period, excluding pay-per-view, video-on-demand, installation, advertising and home shopping revenues, by the average number of basic subscribers connected to the cable television system for that month.

(2)                      Homes released are homes in areas that can be serviced by our high-speed data service.  Homes released do not include multiple dwelling units passed by the cable plant that are not connected to it.

 

See Notes on page 5.

 

9



 

CSC Holdings, Inc.

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

(As Restated) (a)

 

(As Restated) (a)

 

(As Restated) (b)

 

(As Restated) (c)

 

 

 

(dollars in thousands, except per share data)

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

4,177,148

 

$

3,801,835

 

$

3,595,047

 

$

3,636,523

 

$

3,268,600

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Technical and operating

 

1,909,906

 

1,707,231

 

1,685,252

 

1,631,463

 

1,471,802

 

Selling, general and administrative

 

1,173,162

 

955,866

 

963,432

 

985,627

 

1,070,225

 

Other operating income

 

(8,993

)

 

 

 

 

Restructuring charges

 

10,725

 

74,091

 

42,722

 

 

 

Depreciation and amortization

 

1,060,651

 

873,648

 

1,115,494

 

976,164

 

870,953

 

Operating income (loss)

 

31,697

 

190,999

 

(211,853

)

43,269

 

(144,380

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(599,346

)

(484,041

)

(517,851

)

(551,915

)

(456,593

)

Equity in net income (loss) of affiliates

 

429,732

 

(42,375

)

(68,206

)

(17,098

)

(19,234

)

Gain (loss) on sale of cable assets and programming interests, net

 

(13,644

)

 

2,174,664

 

1,209,865

 

 

Impairment charges on At Home investment

 

 

 

(108,452

)

(139,682

)

 

Gain (loss) on investments, net

 

235,857

 

(881,394

)

109,355

 

(6,747

)

(4,239

)

Write-off of deferred financing costs

 

(388

)

(6,931

)

(18,770

)

(5,209

)

(4,425

)

Gain (loss) on derivative contracts, net

 

(208,323

)

924,037

 

281,752

 

 

 

Loss on extinguishment of debt

 

 

(17,237

)

(15,348

)

 

 

Gain on termination of At Home agreement

 

 

 

25,190

 

 

 

Minority interests

 

(45,908

)

(46,052

)

(198,178

)

11,420

 

47,774

 

Miscellaneous, net

 

3,624

 

(5,656

)

(8,919

)

(5,545

)

4,277

 

Income (loss) from continuing operations before income taxes and dividend requirements

 

(166,699

)

(368,650

)

1,443,384

 

538,358

 

(576,820

)

Income tax benefit (expense)

 

(21,959

)

74,382

 

(225,577

)

(67,669

)

(35,560

)

Income (loss) from continuing operations before dividend requirements

 

(188,658

)

(294,268

)

1,217,807

 

470,689

 

(612,380

)

Dividend requirements applicable to preferred stock

 

(92,260

)

(174,516

)

(174,516

)

(165,304

)

(170,087

)

Income (loss) from continuing operations

 

(280,918

)

(468,784

)

1,043,291

 

305,385

 

(782,467

)

Income (loss) from discontinued operations, net of taxes (including loss on the sale of the retail electronics business of $8,382 in 2003 and gain on sale of programming interests of $663,352 in 2002)

 

(14,123

)

562,667

 

(61,841

)

(39,263

)

(44,807

)

Net income (loss) applicable to common shareholder

 

$

(295,041

)

$

93,883

 

$

981,450

 

$

266,122

 

$

(827,274

)

 


See Notes on page 5.

 

10



 

CSC Holdings, Inc.

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

 

 

 

 

(As Restated) (a)

 

(As Restated) (a)

 

(As Restated) (b)

 

(As Restated) (c)

 

 

 

(dollars in thousands, except per subscriber data)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

11,200,521

 

$

10,597,458

 

$

10,299,665

 

$

8,286,929

 

$

7,130,308

 

Total debt

 

8,501,417

 

7,696,982

 

6,965,261

 

6,459,076

 

5,987,593

 

Minority interests

 

580,766

 

626,571

 

870,675

 

591,329

 

611,436

 

Redeemable preferred stock

 

1,544,294

 

1,544,294

 

1,544,294

 

1,544,294

 

1,404,511

 

Exchangeable preferred stock

 

80,001

 

 

 

 

 

Stockholder’s deficiency

 

(1,979,931

)

(1,775,039

)

(1,637,644

)

(2,542,822

)

(3,105,079

)

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

2000

 

1999

 

Statistical Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cable:

 

 

 

 

 

 

 

 

 

 

 

Homes passed by cable

 

4,401,000

 

4,369,000

 

4,337,000

 

4,698,000

 

5,200,000

 

Basic service subscribers

 

2,944,000

 

2,963,000

 

3,008,000

 

3,193,000

 

3,492,000

 

Basic service subscribers as a percentage of homes passed

 

66.9

%

67.8

%

69.4

%

68.0

%

67.2

%

Recurring revenue for the last month in the period (1)

 

$

160,864

 

$

152,056

 

$

147,773

 

$

148,498

 

$

154,719

 

Average number of subscribers for the last month in the period (1)

 

2,947,856

 

2,964,965

 

3,008,890

 

3,188,523

 

3,485,875

 

Average monthly revenue per basic subscriber (1)

 

$

54.57

 

$

51.28

 

$

49.11

 

$

46.57

 

$

44.38

 

 

 

 

 

 

 

 

 

 

 

 

 

High-Speed Data Service:

 

 

 

 

 

 

 

 

 

 

 

Homes released (2)

 

4,401,000

 

3,696,000

 

2,975,000

 

2,000,000

 

978,000

 

Customers

 

1,057,000

 

770,100

 

506,700

 

238,500

 

52,100

 

Customers as a percentage of homes released

 

24.0

%

20.8

%

17.0

%

11.9

%

5.3

%

 


(1)                      Average monthly revenue per basic subscriber is calculated by dividing the GAAP revenues attributable to monthly service charges for the last month in the period, excluding pay-per-view, video-on-demand, installation, advertising and home shopping revenues, by the average number of basic subscribers connected to the cable television system for that month.

(2)                      Homes released are homes in areas that can be serviced by our high-speed data service.  Homes released do not include multiple dwelling units passed by the cable plant that are not connected to it.

 

See Notes on page 38.

 

11



 

Item 9A.         Controls and Procedures.

 

Wilmer Cutler Pickering LLP has completed its investigation of improper expense recognition and has made recommendations with respect to improvements in internal controls.  The Company had already begun implementing new policies and procedures that covered the same subjects as certain of the Wilmer Cutler recommendations including:

 

                  adoption of vendor payment guidelines, signature and password protection, and communication of information to those responsible for the preparation of financial statements (implementation was largely complete by the end of the first quarter of 2003);

                  enhancements and reinforcements of existing policies and procedures, including those related to expense recognition and accruals and required support for payments and accruals (implementation was largely complete by the end of the first quarter of 2003); and

                  additional required support and approval for certain types of payments and accruals (implementation was largely complete by the end of the first quarter of 2003).

 

The Company continues to reinforce existing policies and procedures and adopt new policies and procedures as other recommendations made by Wilmer Cutler are in the process of being implemented.  In April 2004, the Company plans to adopt a Code of Ethics for directors, officers and employees (which includes a code of ethics for senior financial officers) and procedures for any person who has a concern with respect to accounting, internal accounting controls or auditing matters to communicate those concerns in a confidential or anonymous manner to the Company’s Audit Committee by contacting a designated confidential contact organization.  Other recommendations in the process of being implemented by the Company are as follows:

 

                  additional internal audit procedures are expected to be implemented commencing in the second quarter of 2004;

                  additional training and education of employees of the operating units responsible for accumulating information for and used in the preparation of financial statements are expected to be implemented commencing in the fourth quarter of 2004; and

                  reassessment and improvement of the structure and accountability of employees responsible for accumulating information for and used in the preparation of financial statements are expected to be implemented commencing in the fourth quarter of 2004.

 

12



 

PART IV

 

Item 15.                                                       Exhibits, Financial Statement Schedule and Reports on Form 8-K.

 

(a)    The following documents are filed as part of this report:

 

3.        The Index to Exhibits is on page 15.

 

(b)    Reports on Form 8-K:

 

Cablevision Systems Corporation filed current reports on Form 8-K with the Commission on October 23, 2003 and November 12, 2003.

 

CSC Holdings, Inc. filed current reports on Form 8-K with the Commission on October 23, 2003 and November 12, 2003.

 

13



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this amendment to the report to be signed on their behalf by the undersigned, thereunto duly authorized on the 29th day of July, 2004.

 

 

 

 

Cablevision Systems Corporation

 

 

CSC Holdings, Inc.

 

 

 

 

 

 

 

By:

/s/ William J. Bell

 

 

Name:

William J. Bell

 

Title:

Vice Chairman and Principal
Financial Officer of Cablevision
Systems Corporation and CSC
Holdings, Inc.

 

14



 

INDEX TO EXHIBITS

 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Cablevision Systems Corporation (incorporated herein by reference to Annex II to Cablevision Systems Corporation’s Proxy Statement, dated October 10, 2000, as supplemented, (the “2000 Proxy Statement”)).

 

 

 

3.2

 

Bylaws of Cablevision Systems Corporation (incorporated herein by reference to Exhibit 3.4 of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001).

 

 

 

3.3

 

Certificate of Incorporation of CSC Holdings, Inc. (incorporated herein by reference to Exhibits 3.1A(i) and 3.1A(ii) to CSC Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 1989).

 

 

 

3.4

 

Bylaws of CSC Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 of the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001).

 

 

 

3.5

 

Certificate of Amendment of Certificate of Incorporation of CSC Holdings, Inc., dated April 1, 1999 (incorporated herein by reference to Exhibit 3.1 of CSC Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999).

 

 

 

3.6

 

Certificate of Amendment of Certificate of Incorporation of CSC Holdings, Inc., dated April 1, 1999 (incorporated herein by reference to Exhibit 3.2 of CSC Holdings’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999).

 

 

 

4.1

 

Certificate of Designations for CSC Holdings’ Series H Redeemable Exchangeable Preferred Stock (incorporated by reference to Exhibit 4.1E to CSC Holdings’ Registration Statement on Form S-4, Registration No. 33-63691).

 

 

 

4.2

 

Certificate of Designations for CSC Holdings’ Series M Redeemable Exchangeable Preferred Stock (incorporated by reference to Exhibit 4.1(f) to CSC Holdings’ Registration Statement on Form S-4, Registration No. 333-00527).

 

 

 

4.3

 

Indenture dated as of December 1, 1997 relating to CSC Holdings’ $500,000,000 7-7/8% Senior Notes due 2007 (incorporated by reference to Exhibit 4.4 to Cablevision Systems Corporation’s Registration Statement on Form S-4, dated January 20, 1998, File No. 333-44547 (the “S-4”)).

 

 

 

4.4

 

Indenture dated as of February 15, 1993 relating to CSC Holdings’ $200,000,000 9-7/8% Senior Subordinated Debentures due 2013 (incorporated herein by reference to Exhibit 4.3 to Cablevision Systems Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (the “1992 10-K”)).

 

 

 

4.5

 

Indenture dated as of April 1, 1993 relating to CSC Holdings’ $150,000,000 9-7/8% Senior Subordinated Debentures due 2023 (incorporated by reference to CSC Holdings’ Registration Statement on Form S-4, Registration No. 33-61814).

 

15



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

4.6

 

Supplemental Indenture dated as of November 1, 1995 between CSC Holdings and the Bank of New York, Trustee to the Indenture dated November 1, 1995 (incorporated by reference to Exhibit 99.6 to CSC Holdings’ Current Report on Form 8-K, filed November 1, 1995).

 

 

 

4.7

 

Indenture dated as of November 1, 1995 relating to CSC Holdings’ $250,000,000 10-1/2% Senior Subordinated Debentures due 2016 (incorporated by reference to Exhibit 99.6 to CSC Holdings’ Current Report on Form 8-K filed November 1, 1995).

 

 

 

4.8

 

Indenture dated August 15, 1997 relating to CSC Holdings’ $400,000,000 8-1/8% Senior Debentures due 2009 (incorporated herein by reference to CSC Holdings’ Registration Statement on Form S-4, Registration No. 333-38013).

 

 

 

4.9

 

Senior Indenture, dated as of July 1, 1998 (incorporated by reference to Exhibit 4.1 to CSC Holdings’ Registration Statement on Form S-3, Registration No. 333-57407).

 

 

 

4.10

 

Subordinated Indenture, dated as of July 1, 1998 (incorporated by reference to Exhibit 4.2 to CSC Holdings’ Registration Statement on Form S-3, Registration No. 333-57407).

 

 

 

4.11

 

Indenture dated as of March 22, 2001 relating to CSC Holdings $1,000,000,000 7-5/8% Senior Notes due 2011 (incorporated herein by reference to Exhibit 4.11 to Cablevision Systems Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).

 

 

 

4.12

 

Indenture dated as of July 1, 1999 relating to CSC Holdings $500,000,000 8-1/8% Senior Notes due 2009 and 8-1/8% Series B Senior Notes due 2009 (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4 (Registration No. 333-84449)).

 

 

 

4.13

 

Certificate of Designations for CSC Holdings, Inc. 10% Series A Exchangeable Participating Preferred Stock. (incorporated herein by reference to Exhibit 10.13 to the 2002 10-K).

 

 

 

10.1

 

Registration Rights Agreement between CSC Systems Company and CSC Holdings (incorporated herein by reference to Exhibit 10.1 of CSC Holdings’ Registration Statement on Form S-1, Registration No. 033-01936 (“CSC Holdings’ Form S-1”)).

 

 

 

10.2

 

Registration Rights Agreement between Cablevision Company and CSC Holdings (incorporated herein by reference to Exhibit 10.2 to CSC Holdings’ Form S-1).

 

 

 

10.3

 

Form of Right of First Refusal Agreement between Dolan and CSC Holdings (incorporated herein by reference to Exhibit 10.4 to CSC Holdings’ Form S-1).

 

 

 

10.4

 

Supplemental Benefit Plan of CSC Holdings (incorporated herein by reference to Exhibit 10.7 to CSC Holdings’ Form S-1).

 

16



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.5

 

Employment Agreement between Charles F. Dolan and CSC Holdings dated January 27, 1986 (incorporated herein by reference to Exhibit 10.9 to CSC Holdings’ Form S-1).

 

 

 

10.6

 

Employment Agreement, dated as of November 7, 2002, between CSC Holdings and William J. Bell (incorporated herein by reference to Exhibit (d)(3) to Cablevision Systems Corporation’s Schedule TO Tender Offer Statement dated January 23, 2002 (“Schedule TO”)).

 

 

 

10.7

 

Employment Agreement, dated as of April 29, 2003, between Cablevision Systems Corporation and James L. Dolan (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003).

 

 

 

10.8

 

Employment Agreement, dated as of June 11, 2003, between Cablevision Systems Corporation and Hank Ratner (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003).

 

 

 

10.9

 

1985 Employee Stock Plan (incorporated herein by reference to Exhibit 10.5 to CSC Holdings’ Form S-1).

 

 

 

10.10

 

Cablevision Systems Corporation Employee Stock Plan (incorporated herein by reference to Exhibit A to Cablevision Systems Corporation’s June 3, 2003 Proxy Statement).

 

 

 

10.11

 

Cablevision Systems Corporation Executive Performance Incentive Plan (incorporated herein by reference to Exhibit C to Cablevision Systems Corporation’s June 3, 2003 Proxy Statement).

 

 

 

10.12

 

Cablevision Systems Corporation Long-Term Incentive Plan (incorporated herein by reference to Exhibit B to Cablevision Systems Corporation’s June 3, 2003 Proxy Statement).

 

 

 

10.13

 

Cablevision Systems Corporation Amended and Restated Stock Plan for Non-Employee Directors (incorporated herein by reference to Exhibit D to Cablevision Systems Corporation’s June 3, 2003 Proxy Statement).

 

 

 

10.14

 

First Amended and Restated Credit Agreement, dated as of May 28, 1998, among Cablevision MFR, Inc., CSC Holdings, Inc., the Guarantors which are parties thereto, the lenders which are parties thereto, Toronto Dominion (Texas), Inc., as Arranging Agent and as Administrative Agent, The Bank of New York, The Bank of Nova Scotia, The Canadian Imperial Bank of Commerce, NationsBank, N.A., and The Chase Manhattan Bank, as Managing Agents, Bank of Montreal, Chicago Branch, Barclays Bank, PLC, Fleet Bank, N.A., and Royal Bank of Canada, as Agents, Banque Paribas, Credit Lyonnais, BankBoston, N.A., The First National Bank of Chicago, Mellon Bank, N.A. and Société Générale, New York Branch, as Co-Agents, and The Bank of New York and The Bank of Nova Scotia as Co Syndication Agents (incorporated herein by reference to Exhibit 10.48 to the 1998 10-K).

 

17



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.15

 

Formation Agreement, dated as of June 22, 1997, among Rainbow Media Sports Holdings, Inc. and Fox Sports Net, LLC, attaching Partners) and Annex B (Partnership Agreement of National Sports Partners) (incorporated by reference to Exhibit 99.1 of the April 1997 8-K).

 

 

 

10.16

 

Lease Agreement between Nassau Cable Business Trust, as Landlord and CSC Holdings, as Tenant, dated as of November 1, 1997 (incorporated by reference to Exhibit 10.56 to the S-4).

 

 

 

10.17

 

Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.63 to the S-4).

 

 

 

10.18

 

First Amendment, dated November 5, 1997 to the Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.66 to the S-4).

 

 

 

10.19

 

Second Amendment, dated December 10, 1997, to the Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.67 to the Form S-4).

 

 

 

10.20

 

Third Amendment, dated July 28, 1999, to the Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.27 to Cablevision Systems Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001 (“2001 Form 10-K”)).

 

 

 

10.21

 

Fourth Amendment, dated September 4, 2001, to the Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.28 to the 2001 Form 10-K).

 

 

 

10.22

 

Fifth Amendment, dated November 13, 2001, to the Credit Agreement, dated as of June 6, 1997, among Madison Square Garden, L.P., the several lenders from time to time parties thereto, the Chase Manhattan Bank, as Administrative Agent, Toronto Dominion (New York), Inc., as Documentation Agent, and The Bank of Nova Scotia, as Syndication Agent (incorporated by reference to Exhibit 10.29 to the 2001 Form 10-K).

 

18



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.23

 

Amended and Restated Contribution and Merger Agreement, dated as of June 6, 1997, among Cablevision Systems Corporation, CSC Holdings, CSC Merger Corporation and TCI Communications, Inc. (incorporated herein by reference to Exhibit 2.1 to the S-4).

 

 

 

10.24

 

Stockholders Agreement, dated as of March 4, 1998, by and among CSC Holdings, Tele-Communications, Inc., a Delaware corporation, the Class B Entities and the Investors (incorporated herein by reference to Exhibit 4.1 to CSC Holdings’ Current Report on Form 8-K dated March 4, 1998).

 

 

 

10.25

 

Seventh Amended and Restated Credit Agreement dated as of June 26, 2001, among CSC Holdings, Inc., the Restricted Subsidiaries which are parties thereto, the lenders that are parties thereto (the “Banks”), Toronto Dominion (Texas), Inc., as Administrative Agent, TD Securities (USA) Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Co-Book Managers, Bank of America, N.A., as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Co-Documentation Agents and Arrangers, The Chase Manhattan Bank, as Co-Documentation Agent, Fleet National Bank, J.P. Morgan Securities Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as Arrangers, Bank of Montreal, Barclays Bank PLC, BNP Paribas, Credit Lyonnais New York Branch, Dresdner Bank AG, New York and Grand Cayman branches, First Union National Bank and Royal Bank of Canada, as Managing Agents and Société Générale and Suntrust Bank, as Co-Agents (incorporated by reference to Exhibit 10.33 to the 2001 Form 10-K).

 

 

 

10.26

 

Amendment No. 1, dated July 20, 2001, to Seventh Amended and Restated Credit Agreement dated as of June 26, 2001, among CSC Holdings, Inc., the Restricted Subsidiaries which are parties thereto, the banks that are parties thereto and Toronto Dominion (Texas), Inc., as Administrative Agent (incorporated by reference to Exhibit 10.34 to the 2001 Form 10-K).

 

 

 

10.27

 

Amendment No. 2, dated November 19, 2001, to Seventh Amended and Restated Credit Agreement dated as of June 26, 2001, among CSC Holdings, Inc., the Restricted Subsidiaries which are parties thereto, the banks that are parties thereto and Toronto Dominion (Texas), Inc., as Administrative Agent (incorporated by reference to Exhibit 10.35 to the 2001 Form 10-K).

 

 

 

10.28

 

Amendment No. 3 and Waiver, dated August 14, 2002, to Seventh Amended and Restated Credit Agreement dated as of June 26, 2001, among CSC Holdings, Inc., the Restricted Subsidiaries which are parties thereto, the banks that are parties thereto and Toronto Dominion (Texas), Inc., as Administrative Agent (incorporated herein by reference to Exhibit 10.28 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “2003 Form 10-K”)).

 

 

 

10.29

 

Asset Purchase Agreement, dated as of December 8, 1999, by and among Telerama, Inc., Cablevision of Cleveland, L.P., and Adelphia Communications Corporation (incorporated herein by reference to Exhibit 99.1 of Cablevision Systems Corporation’s Current Report on Form 8-K filed on December 17, 1999 (the “December 1999 8-K”)).

 

19



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.30

 

Agreement and Plan of Reorganization, dated as of December 8, 1999, by and among Cablevision of the Midwest, Inc., Cablevision of the Midwest Holding Co., Inc., Adelphia General Holdings II, Inc. and Adelphia Communications Corporation (incorporated herein by reference to Exhibit 99.2 of the December 1999 8-K).

 

 

 

10.31

 

Agreement and Plan of Merger, dated as of April 18, 2000, by and among CSC Holdings, Inc., Cablevision of Massachusetts, Inc., AT&T Corp. and AT&T CSC, Inc. (incorporated herein by reference to Exhibit 99.1 of Cablevision Systems Corporation’s Current Report on Form 8-K filed on May 5, 2000 (the “May 2000 8-K”)).

 

 

 

10.32

 

Asset Exchange Agreement, dated as of April 18, 2000, by and among CSC Holdings, Inc., Cablevision of Brookline, L.P., Cablevision of Boston, Inc. and AT&T Corp. (incorporated herein by reference to Exhibit 99.2 of the May 2000 8-K).

 

 

 

10.33

 

Letter Agreement dated January 31, 2001, among Cablevision Systems Corporation, Rainbow Media Holdings, Inc., Metro-Goldwyn-Mayer Inc., American Movie Classics Holding Corporation, AMC II Holding Corporation, Bravo Holding Corporation, and Bravo II Holding Corporation (incorporated herein by reference to Exhibit 99.1 of Cablevision Systems Corporation’s Current Report on Form 8-K filed on February 5, 2001).

 

 

 

10.34

 

Amended and Restated Loan Agreement, dated as of December 19, 2003, among Rainbow Media Holdings LLC, as Borrower; the Guarantors party hereto, as Guarantors; Banc Of America Securities LLC, TD Securities (USA) Inc. and The Bank of Nova Scotia, as Co-Lead Arrangers and Co-Book Runners; Bank of America, N.A. and The Bank of Nova Scotia, as Co-Syndication Agents; Wachovia Bank, National Association and General Electric Capital Corporation, as Co-Documentation Agents; Toronto Dominion (Texas), Inc., as Administrative Agent (incorporated herein by reference to Exhibit 10.34 of the 2003 Form 10-K).

 

 

 

10.35

 

Agreement and Plan of Merger and Exchange, dated as of November 4, 2002, by and between Cablevision Systems Corporation, Bravo Holding Corporation, Bravo II Holding Corporation, Rainbow Media Group, LLC, National Broadcasting Company, Inc., NBC-Rainbow Holding, Inc. and Applause Acquisition Corporation (incorporated herein by reference to Exhibit 99.1 of Cablevision System Corporation’s Current Report on Form 8-K dated November 6, 2002).

 

 

 

10.36

 

Asset Purchase Agreement, dated as of December 19, 2002, by and among Northcoast Communications, L.L.C., Boston Holding, LLC, New York PCS Holding, LLC and Cellco Partnership d/b/a Verizon Wireless (incorporated herein by reference to Exhibit 99.1 of Cablevision System Corporation’s Current Report on Form 8-K dated December 23, 2002).

 

 

 

10.37

 

Registration Rights Agreement, dated as of February 5, 2003, between Cablevision Systems Corporation and Quadrangle Capital Partners LP. (incorporated herein by reference to Exhibit 10.39 to the 2002 10-K).

 

20



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.38

 

Purchase Agreement, dated as of June 27, 2003, by and among Rainbow Media Holdings, Inc., American Movie Classics III Holding Corporation, American Movie Classics IV Holding Corporation, IFC II Holding Corporation, IFC III Holding Corporation, Metro-Goldwyn-Mayer Inc., MGM Networks U.S. Inc and, solely for purposes of Sections 2.02(b), 2.02(c), 5.01, 10.05, 10.08 and 10.11, Cablevision Systems Corporation (incorporated herein by reference to Exhibit 10.38 of the 2003 Form 10-K).

 

 

 

10.39

 

Registration Rights Agreement, dated as of July 18, 2003, between Cablevision Systems Corporation, and MGM Networks U.S. Inc. (incorporated herein by reference to Exhibit 10.39 of the 2003 Form 10-K).

 

 

 

10.40

 

Purchase Agreement, dated as of December 12, 2003, by and among Fox Sports Net Bay Area Holdings, LLC, Fox Sports Net Chicago Holdings, LLC and Fox Sports Net, LLC and Regional Pacific Holdings II, L.L.C. and Regional Chicago Holdings II, L.L.C. (incorporated herein by reference to Exhibit 10.40 of the 2003 Form 10-K).

 

 

 

10.41

 

Agreement and Plan of Merger, dated as of March 6, 2000 by and between Cablevision of Michigan, Inc., CSC Holdings, Inc. and Charter Communications, Inc. (incorporated herein by reference to Exhibit 10.41 of the 2003 Form 10-K).

 

 

 

10.42

 

1985 Employee Stock Plan (incorporated herein by reference to Exhibit 10.5 to CSC Holdings’ Form S-1).

 

 

 

10.43

 

Letter Agreement, dated as of January 12, 2004, between DTV Norwich, LLC, wholly-owned by George S. Blumenthal and Company, LLC and Rainbow MVDDS Company, LLC (incorporated herein by reference to Exhibit 10.43 of the 2003 Form 10-K).

 

 

 

10.44

 

Retirement Agreement, dated as of June 23, 2003, between Cablevision Systems Corporation, CSC Holdings, Inc. and Sheila Mahony (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003).

 

 

 

10.45

 

Amendment to Retirement Agreement, dated as of January 2, 2004, between Cablevision Systems Corporation, CSC Holdings, Inc. and Sheila Mahony (incorporated herein by reference to Exhibit 10.45 of the 2003 Form 10-K).

 

 

 

10.46

 

Extension to Employment Agreement, dated as of March 12, 2004, between CSC Holdings and William J. Bell (incorporated herein by reference to Exhibit 10.46 of the 2003 Form 10-K).

 

 

 

10.47

 

Consulting Agreement, dated as of January 27, 2001, by and between Cablevision Systems Corporation and John Tatta (incorporated herein by reference to Exhibit 10.47 of the 2003 Form 10-K).

 

21



 

EXHIBIT
NO.

 

DESCRIPTION

 

 

 

10.48

 

Extension to Consulting Agreement, dated March 12, 2004, by and between Cablevision Systems Corporation and John Tatta (incorporated herein by reference to Exhibit 10.48 of the 2003 Form 10-K).

 

 

 

10.49

 

Cablevision CHOICE Severance Pay Plan (incorporated herein by reference to Exhibit 10.49 of the 2003 Form 10-K).

 

 

 

10.50

 

Cablevision 401(k) Savings Plan (incorporated herein by reference to Exhibit 10.47  to the 1992 10-K).

 

 

 

21

 

 

Subsidiaries of the Registrants (incorporated herein by reference to Exhibit 21 to the 2003 Form 10-K).

 

 

 

 

23.1

 

 

Consent of Independent Auditors (incorporated herein by reference to Exhibit 23.1 to the 2003 Form 10-K).

 

 

 

 

23.2

 

 

Consent of Independent Auditors (incorporated herein by reference to Exhibit 23.2 to the 2003 Form 10-K).

 

 

 

 

31.1

 

 

Section 302 Certification of the CEO

 

 

 

 

31.2

 

 

Section 302 Certification of the CFO

 

 

 

 

32

 

 

Section 906 Certification of the CEO and CFO

 

22