UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

OR

☐ 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.
001-38126				38-3980194
	Altice USA, Inc.
	Delaware
	1 Court Square West
	Long Island City,	New York	11101
	(516)	803-2300

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	ATUS	NYSE

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	Yes	☒	No	☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant was required to submit such files).
	Yes	☒	No	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of July 26, 2024 460,583,380 

ALTICE USA, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		2
Item 1. Financial Statements
ALTICE USA, INC. AND SUBSIDIARIES
Consolidated Financial Statements
	Consolidated Balance Sheets - June 30, 2024 (Unaudited) and December 31, 2023	2
	Consolidated Statements of Operations - Three and six months ended June 30, 2024 and 2023 (Unaudited)	3
	Consolidated Statements of Comprehensive Income - Three and six months ended June 30, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Stockholders' Deficiency - Three and six months ended June 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows - Six months ended June 30, 2024 and 2023 (Unaudited)	7
	Combined Notes to Consolidated Financial Statements (Unaudited)	13
Supplemental Financial Statements Furnished:
CSC HOLDINGS, LLC AND SUBSIDIARIES
Consolidated Financial Statements
	Consolidated Balance Sheets - June 30, 2024 (Unaudited) and December 31, 2023	8
	Consolidated Statements of Operations - Three and six months ended June 30, 2024 and 2023 (Unaudited)	9
	Consolidated Statements of Comprehensive Income - Three and six months ended June 30, 2024 and 2023 (Unaudited)	10
	Consolidated Statements of Member's Deficiency - Three and six months ended June 30, 2024 and 2023 (Unaudited)	11
	Consolidated Statements of Cash Flows - Six months ended June 30, 2024 and 2023 (Unaudited)	12
	Combined Notes to Consolidated Financial Statements (Unaudited)	13
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3. Quantitative and Qualitative Disclosures About Market Risk		47
Item 4. Controls and Procedures		47
PART II. OTHER INFORMATION		48
Item 1. Legal Proceedings		48
Item 5. Other Information		48
Item 6. Exhibits		48
SIGNATURES		49

1

Part I.        FINANCIAL INFORMATION

Item 1.     Financial Statements

ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
	June 30, 2024 (Unaudited)		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	362,107	$	302,058
Restricted cash	287		280
Accounts receivable, trade (less allowance for credit losses of $25,010 and $21,915, respectively)	319,895		357,597
Prepaid expenses and other current assets ($407 and $407 due from affiliates, respectively)	289,143		174,859
Derivative contracts	36,886		—
Total current assets	1,008,318		834,794
Property, plant and equipment, net of accumulated depreciation of $8,486,391 and $8,162,442, respectively	8,257,106		8,117,757
Right-of-use operating lease assets	233,621		255,545
Other assets	159,591		195,114
Amortizable intangibles, net of accumulated amortization of $6,041,420 and $5,874,612, respectively	1,096,632		1,259,335
Indefinite-lived cable television franchises	13,216,355		13,216,355
Goodwill	8,044,716		8,044,716
Total assets	$	32,016,339	$	31,923,616
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable	$	966,675	$	936,950
Interest payable	367,617		274,507
Accrued employee related costs	142,174		182,146
Deferred revenue	76,932		85,018
Debt	316,838		359,407
Other current liabilities ($21,781 and $71,523 due to affiliates, respectively)	319,246		470,096
Total current liabilities	2,189,482		2,308,124
Other liabilities	242,824		221,249
Deferred tax liability	4,841,192		4,848,460
Right-of-use operating lease liability	245,709		264,647
Long-term debt, net of current maturities	24,893,826		24,715,554
Total liabilities	32,413,033		32,358,034
Commitments and contingencies (Note 15)
Stockholders' Deficiency:
Preferred stock, $0.01 par value, 100,000,000 shares authorized, no shares issued and outstanding	—		—
Class A common stock: $0.01 par value, 4,000,000,000 shares authorized, 277,326,959 shares issued and 276,359,330 outstanding as of June 30, 2024 and 271,772,978 shares issued and outstanding as of December 31, 2023	2,773		2,718
Class B common stock: $0.01 par value, 1,000,000,000 shares authorized, 490,086,674 issued, 184,224,050 shares outstanding as of June 30, 2024 and 184,224,428 shares outstanding as of December 31, 2023	1,842		1,842
Class C common stock: $0.01 par value, 4,000,000,000 shares authorized, no shares issued and outstanding	—		—
Paid-in capital	209,992		187,186
Accumulated deficit	(606,907)		(601,075)
	(392,300)		(409,329)
Treasury stock, at cost (967,629 shares of Class A common stock at June 30, 2024)	(10)		—
Accumulated other comprehensive loss	(6,784)		(12,851)
Total Altice USA stockholders' deficiency	(399,094)		(422,180)
Noncontrolling interests	2,400		(12,238)
Total stockholders' deficiency	(396,694)		(434,418)
Total liabilities and stockholders' deficiency	$	32,016,339	$	31,923,616

See accompanying notes to consolidated financial statements.

2

ALTICE USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue (including revenue from affiliates of $102, $604, $312 and $682, respectively) (See Note 14)	$	2,240,755	$	2,324,274	$	4,491,690	$	4,618,252
Operating expenses:
Programming and other direct costs (including charges from affiliates of $3,147, $3,080, $6,502 and $5,722, respectively) (See Note 14)	719,460		762,280		1,463,347		1,533,999
Other operating expenses (including charges from affiliates of $8,470, $5,119, $20,759 and $9,795, respectively) (See Note 14)	670,542		656,128		1,344,792		1,307,373
Restructuring, impairments and other operating items (See Note 7)	(46,599)		5,178		4,654		34,850
Depreciation and amortization (including impairments)	395,770		418,705		784,161		834,917
	1,739,173		1,842,291		3,596,954		3,711,139
Operating income	501,582		481,983		894,736		907,113
Other income (expense):
Interest expense, net	(442,955)		(406,709)		(880,096)		(795,987)
Gain on investments and sale of affiliate interests, net	—		—		292		192,010
Loss on derivative contracts, net	—		—		—		(166,489)
Gain on interest rate swap contracts, net	13,574		61,165		55,877		46,736
Gain (loss) on extinguishment of debt and write-off of deferred financing costs	—		—		(7,035)		4,393
Other income (loss), net	(1,486)		(1,570)		(3,031)		8,635
	(430,867)		(347,114)		(833,993)		(710,702)
Income before income taxes	70,715		134,869		60,743		196,411
Income tax expense	(49,013)		(48,725)		(51,937)		(79,097)
Net income	21,702		86,144		8,806		117,314
Net income attributable to noncontrolling interests	(6,341)		(7,844)		(14,638)		(13,149)
Net income (loss) attributable to Altice USA, Inc. stockholders	$	15,361	$	78,300	$	(5,832)	$	104,165
Income (loss) per share:
Basic income (loss) per share	$	0.03	$	0.17	$	(0.01)	$	0.23
Basic weighted average common shares (in thousands)	459,995		454,688		458,682		454,687
Diluted income (loss) per share	$	0.03	$	0.17	$	(0.01)	$	0.23
Diluted weighted average common shares (in thousands)	459,995		454,688		458,682		455,139
Cash dividends declared per common share	$	—	$	—	$	—	$	—

See accompanying notes to consolidated financial statements.

3

ALTICE USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	21,702	$	86,144	$	8,806	$	117,314
Other comprehensive income:
Defined benefit pension plans	3,609		5,954		9,434		7,408
Applicable income taxes	(980)		(1,611)		(2,550)		(2,004)
Defined benefit pension plans, net of income taxes	2,629		4,343		6,884		5,404
Foreign currency translation adjustment	(205)		740		(817)		552
Other comprehensive income	2,424		5,083		6,067		5,956
Comprehensive income	24,126		91,227		14,873		123,270
Comprehensive income attributable to noncontrolling interests	(6,341)		(7,844)		(14,638)		(13,149)
Comprehensive income attributable to Altice USA, Inc. stockholders	$	17,785	$	83,383	$	235	$	110,121

See accompanying notes to consolidated financial statements.

4

ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (In thousands) (Unaudited)
	Class A Common Stock		Class B Common Stock		Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total Altice USA Stockholders' Deficiency		Non-controlling Interests		Total Deficiency
Balance at January 1, 2024	$	2,718	$	1,842	$	187,186	$	(601,075)	$	—	$	(12,851)	$	(422,180)	$	(12,238)	$	(434,418)
Net loss attributable to Altice USA stockholders	—		—		—		(21,193)		—		—		(21,193)		—		(21,193)
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		8,297		8,297
Pension liability adjustments, net of income taxes	—		—		—		—		—		4,255		4,255		—		4,255
Foreign currency translation adjustment	—		—		—		—		—		(612)		(612)		—		(612)
Share-based compensation expense (equity classified)	—		—		6,484		—		—		—		6,484		—		6,484
Other, net	49		—		2,043		—		(10)		—		2,082		—		2,082
Balance at March 31, 2024	2,767		1,842		195,713		(622,268)		(10)		(9,208)		(431,164)		(3,941)		(435,105)
Net income attributable to Altice USA stockholders	—		—		—		15,361		—		—		15,361		—		15,361
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		6,341		6,341
Pension liability adjustments, net of income taxes	—		—		—		—		—		2,629		2,629		—		2,629
Foreign currency translation adjustment	—		—		—		—		—		(205)		(205)		—		(205)
Share-based compensation expense (equity classified)	—		—		15,147		—		—		—		15,147		—		15,147
Other, net	6		—		(868)		—		—		—		(862)		—		(862)
Balance at June 30, 2024	$	2,773	$	1,842	$	209,992	$	(606,907)	$	(10)	$	(6,784)	$	(399,094)	$	2,400	$	(396,694)

5

ALTICE USA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (continued) (In thousands) (Unaudited)
	Class A Common Stock		Class B Common Stock		Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total Altice USA Stockholders' Deficiency		Non-controlling Interests		Total Deficiency
Balance at January 1, 2023	$	2,719	$	1,843	$	182,701	$	(654,273)	$	—	$	(8,201)	$	(475,211)	$	(28,701)	$	(503,912)
Net income attributable to Altice USA to stockholders	—		—		—		25,865		—		—		25,865		—		25,865
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		5,305		5,305
Pension liability adjustments, net of income taxes	—		—		—		—		—		1,061		1,061		—		1,061
Foreign currency translation adjustment	—		—		—		—		—		(188)		(188)		(2)		(190)
Share-based compensation benefit (equity classified)	—		—		(8,718)		—		—		—		(8,718)		—		(8,718)
Change in noncontrolling interest	—		—		(14,166)		—		—		—		(14,166)		(8,027)		(22,193)
Other, net	(15)		—		(67)		—		—		—		(82)		—		(82)
Balance at March 31, 2023	2,704		1,843		159,750		(628,408)		—		(7,328)		(471,439)		(31,425)		(502,864)
Net income attributable to stockholders	—		—		—		78,300		—		—		78,300		—		78,300
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		7,844		7,844
Pension liability adjustments, net of income taxes	—		—		—		—		—		4,343		4,343		—		4,343
Foreign currency translation adjustment	—		—		—		—		—		740		740		(2)		738
Share-based compensation expense (equity classified)	—		—		9,091		—		—		—		9,091		—		9,091
Change to noncontrolling interest	—		—		175		—		—		—		175		400		575
Distributions to noncontrolling interests	—		—		—		—		—		—		—		(1,077)		(1,077)
Other, net	—		—		(83)		—		—		—		(83)		—		(83)
Balance at June 30, 2023	$	2,704	$	1,843	$	168,933	$	(550,108)	$	—	$	(2,245)	$	(378,873)	$	(24,260)	$	(403,133)

See accompanying notes to consolidated financial statements.

6

ALTICE USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	8,806	$	117,314
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including impairments)	784,161		834,917
Gain on investments and sale of affiliate interests, net	(292)		(192,010)
Loss on derivative contracts, net	—		166,489
Loss (gain) on extinguishment of debt and write-off of deferred financing costs	7,035		(4,393)
Amortization of deferred financing costs and discounts (premiums) on indebtedness	11,123		18,359
Share-based compensation	30,181		13,253
Deferred income taxes	(9,818)		(113,402)
Decrease in right-of-use assets	22,701		22,925
Allowance for credit losses	45,932		43,946
Other	3,674		9,188
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, trade	(8,230)		(10,611)
Prepaid expenses and other assets	(119,050)		(58,842)
Amounts due from and due to affiliates	(49,742)		31,213
Accounts payable and accrued liabilities	(20,954)		(22,816)
Deferred revenue	(835)		6,649
Interest rate swap contracts	1,763		(6,492)
Net cash provided by operating activities	706,455		855,687
Cash flows from investing activities:
Capital expenditures	(683,816)		(1,056,342)
Payments for acquisitions, net of cash acquired	(2,025)		—
Other, net	(52)		(1,578)
Net cash used in investing activities	(685,893)		(1,057,920)
Cash flows from financing activities:
Proceeds from long-term debt	3,775,000		1,900,000
Repayment of debt	(3,635,449)		(1,739,493)
Proceeds from derivative contracts in connection with the settlement of collateralized debt	—		38,902
Principal payments on finance lease obligations	(68,788)		(76,100)
Payment related to acquisition of a noncontrolling interest	(7,261)		—
Additions to deferred financing costs	(17,553)		—
Other, net	(5,638)		(7,974)
Net cash provided by financing activities	40,311		115,335
Net increase (decrease) in cash and cash equivalents	60,873		(86,898)
Effect of exchange rate changes on cash and cash equivalents	(817)		548
Net increase (decrease) in cash, cash equivalents and restricted cash	60,056		(86,350)
Cash, cash equivalents and restricted cash at beginning of year	302,338		305,751
Cash, cash equivalents and restricted cash at end of period	$	362,394	$	219,401

See accompanying notes to consolidated financial statements.

7

CSC HOLDINGS, LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
	June 30, 2024 (Unaudited)		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	362,101	$	302,051
Restricted cash	287		280
Accounts receivable, trade (less allowance for credit losses of $25,010 and $21,915, respectively)	319,895		357,597
Prepaid expenses and other current assets ($407 and $407 due from affiliates, respectively)	289,143		174,859
Derivative contracts	36,886		—
Total current assets	1,008,312		834,787
Property, plant and equipment, net of accumulated depreciation of $8,486,391 and $8,162,442, respectively	8,257,106		8,117,757
Right-of-use operating lease assets	233,621		255,545
Other assets	159,591		195,114
Amortizable intangibles, net of accumulated amortization of $6,041,420 and $5,874,612, respectively	1,096,632		1,259,335
Indefinite-lived cable television franchises	13,216,355		13,216,355
Goodwill	8,044,716		8,044,716
Total assets	$	32,016,333	$	31,923,609

LIABILITIES AND MEMBER'S DEFICIENCY
Current Liabilities:
Accounts payable	$	966,675	$	936,950
Interest payable	367,617		274,507
Accrued employee related costs	142,174		182,146
Deferred revenue	76,932		85,018
Debt	316,838		359,407
Other current liabilities ($21,781 and $71,523 due to affiliates, respectively)	319,248		470,097
Total current liabilities	2,189,484		2,308,125
Other liabilities	242,824		221,249
Deferred tax liability	4,844,691		4,851,959
Right-of-use operating lease liability	245,709		264,647
Long-term debt, net of current maturities	24,893,826		24,715,554
Total liabilities	32,416,534		32,361,534
Commitments and contingencies (Note 15)
Member's deficiency (100 membership units issued and outstanding)	(395,817)		(412,836)
Accumulated other comprehensive loss	(6,784)		(12,851)
Total member's deficiency	(402,601)		(425,687)
Noncontrolling interests	2,400		(12,238)
Total deficiency	(400,201)		(437,925)
Total liabilities and member's deficiency	$	32,016,333	$	31,923,609

See accompanying notes to consolidated financial statements.

8

CSC HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue (including revenue from affiliates of $102, $604, $312 and $682, respectively) (See Note 14)	$	2,240,755	$	2,324,274	$	4,491,690	$	4,618,252
Operating expenses:
Programming and other direct costs (including charges from affiliates of $3,147, $3,080, $6,502 and $5,722, respectively) (See Note 14)	719,460		762,280		1,463,347		1,533,999
Other operating expenses (including charges from affiliates of $8,470, $5,119, $20,759 and $9,795, respectively) (See Note 14)	670,542		656,128		1,344,792		1,307,373
Restructuring, impairments and other operating items (See Note 7)	(46,599)		5,178		4,654		34,850
Depreciation and amortization (including impairments)	395,770		418,705		784,161		834,917
	1,739,173		1,842,291		3,596,954		3,711,139
Operating income	501,582		481,983		894,736		907,113
Other income (expense):
Interest expense, net	(442,955)		(406,709)		(880,096)		(795,987)
Gain on investments and sale of affiliate interests, net	—		—		292		192,010
Loss on derivative contracts, net	—		—		—		(166,489)
Gain on interest rate swap contracts, net	13,574		61,165		55,877		46,736
Gain (loss) on extinguishment of debt and write-off of deferred financing costs	—		—		(7,035)		4,393
Other income (loss), net	(1,486)		(1,570)		(3,031)		8,635
	(430,867)		(347,114)		(833,993)		(710,702)
Income before income taxes	70,715		134,869		60,743		196,411
Income tax expense	(49,013)		(48,725)		(51,937)		(79,097)
Net income	21,702		86,144		8,806		117,314
Net income attributable to noncontrolling interests	(6,341)		(7,844)		(14,638)		(13,149)
Net income (loss) attributable to CSC Holdings, LLC sole member	$	15,361	$	78,300	$	(5,832)	$	104,165

See accompanying notes to consolidated financial statements.

9

CSC HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	21,702	$	86,144	$	8,806	$	117,314
Other comprehensive income:
Defined benefit pension plans	3,609		5,954		9,434		7,408
Applicable income taxes	(980)		(1,611)		(2,550)		(2,004)
Defined benefit pension plans, net of income taxes	2,629		4,343		6,884		5,404
Foreign currency translation adjustment	(205)		740		(817)		552
Other comprehensive income	2,424		5,083		6,067		5,956
Comprehensive income	24,126		91,227		14,873		123,270
Comprehensive income attributable to noncontrolling interests	(6,341)		(7,844)		(14,638)		(13,149)
Comprehensive income attributable to CSC Holdings, LLC sole member	$	17,785	$	83,383	$	235	$	110,121

See accompanying notes to consolidated financial statements.

10

CSC HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY

(In thousands)

(Unaudited)

	Member's Deficiency		Accumulated  Other Comprehensive Loss		Total Member's Deficiency		Noncontrolling Interests		Total Deficiency
Balance at January 1, 2024	$	(412,836)	$	(12,851)	$	(425,687)	$	(12,238)	$	(437,925)
Net loss attributable to CSC Holdings, LLC sole member	(21,193)		—		(21,193)		—		(21,193)
Net loss attributable to noncontrolling interests	—		—		—		8,297		8,297
Pension liability adjustments, net of income taxes	—		4,255		4,255		—		4,255
Foreign currency translation adjustment	—		(612)		(612)		—		(612)
Share-based compensation expense (equity classified)	6,484		—		6,484		—		6,484
Cash distributions to parent	(3,775)		—		(3,775)		—		(3,775)
Non-cash contributions from parent	5,858		—		5,858		—		5,858
Balance at March 31, 2024	(425,462)		(9,208)		(434,670)		(3,941)		(438,611)
Net income attributable to CSC Holdings, LLC sole member	15,361		—		15,361		—		15,361
Net income attributable to noncontrolling interests	—		—		—		6,341		6,341
Pension liability adjustments, net of income taxes	—		2,629		2,629		—		2,629
Foreign currency translation adjustment	—		(205)		(205)		—		(205)
Share-based compensation expense (equity classified)	15,147		—		15,147		—		15,147
Cash distributions to parent	(863)		—		(863)		—		(863)
Balance at June 30, 2024	$	(395,817)	$	(6,784)	$	(402,601)	$	2,400	$	(400,201)

Balance at January 1, 2023	$	(475,650)	$	(8,201)	$	(483,851)	$	(28,701)	$	(512,552)
Net income attributable to CSC Holdings, LLC sole member	25,865		—		25,865		—		25,865
Net income attributable to noncontrolling interests	—		—		—		5,305		5,305
Pension liability adjustments, net of income taxes	—		1,061		1,061		—		1,061
Foreign currency translation adjustment, net of income taxes	—		(188)		(188)		(2)		(190)
Share-based compensation benefit (equity classified)	(8,718)		—		(8,718)		—		(8,718)
Change in noncontrolling interest	(14,166)		—		(14,166)		(8,027)		(22,193)
Other, net	(82)		—		(82)		—		(82)
Balance at March 31, 2023	(472,751)		(7,328)		(480,079)		(31,425)		(511,504)
Net income attributable to CSC Holdings, LLC sole member	78,300		—		78,300		—		78,300
Net income attributable to noncontrolling interests	—		—		—		7,844		7,844
Pension liability adjustments, net of income taxes	—		4,343		4,343		—		4,343
Foreign currency translation adjustment	—		740		740		(2)		738
Share-based compensation expense (equity classified)	9,091		—		9,091		—		9,091
Distributions to noncontrolling interests	—		—		—		(1,077)		(1,077)
Change in noncontrolling interest	175		—		175		400		575
Other, net	(83)		—		(83)		—		(83)
Balance at June 30, 2023	(385,268)		(2,245)		(387,513)		(24,260)		(411,773)

See accompanying notes to consolidated financial statements.

11

CSC HOLDINGS LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	8,806	$	117,314
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including impairments)	784,161		834,917
Gain on investments and sale of affiliate interests, net	(292)		(192,010)
Loss on derivative contracts, net	—		166,489
Loss (gain) on extinguishment of debt and write-off of deferred financing costs	7,035		(4,393)
Amortization of deferred financing costs and discounts (premiums) on indebtedness	11,123		18,359
Share-based compensation	30,181		13,253
Deferred income taxes	(9,818)		(113,402)
Decrease in right-of-use assets	22,701		22,925
Allowance for credit losses	45,932		43,946
Other	3,674		9,188
Change in operating assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable, trade	(8,230)		(10,611)
Prepaid expenses and other assets	(119,050)		(58,842)
Amounts due from and due to affiliates	(49,742)		31,213
Accounts payable and accrued liabilities	(20,953)		(22,816)
Deferred revenue	(835)		6,649
Interest rate swap contracts	1,763		(6,492)
Net cash provided by operating activities	706,456		855,687
Cash flows from investing activities:
Capital expenditures	(683,816)		(1,056,342)
Payments for acquisitions, net of cash acquired	(2,025)		—
Other, net	(52)		(1,578)
Net cash used in investing activities	(685,893)		(1,057,920)
Cash flows from financing activities:
Proceeds from long-term debt	3,775,000		1,900,000
Repayment of debt	(3,635,449)		(1,739,493)
Proceeds from derivative contracts in connection with the settlement of collateralized debt	—		38,902
Principal payments on finance lease obligations	(68,788)		(76,100)
Payment related to acquisition of a noncontrolling interest	(7,261)		—
Additions to deferred financing costs	(17,553)		—
Other, net	(5,638)		(7,974)
Net cash provided by financing activities	40,311		115,335
Net increase (decrease) in cash and cash equivalents	60,874		(86,898)
Effect of exchange rate changes on cash and cash equivalents	(817)		548
Net increase (decrease) in cash, cash equivalents and restricted cash	60,057		(86,350)
Cash, cash equivalents and restricted cash at beginning of year	302,331		305,744
Cash, cash equivalents and restricted cash at end of period	$	362,388	$	219,394

See accompanying notes to consolidated financial statements.

12

ALTICE USA, INC. AND SUBSIDIARIES

COMBINED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

NOTE 1.    DESCRIPTION OF BUSINESS AND RELATED MATTERS

The Company and Related Matters

Altice USA, Inc. ("Altice USA") was incorporated in Delaware on September 14, 2015. Altice USA is majority-owned by Patrick Drahi through Next Alt S.à