Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Directors and Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Part IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
* Some or all of these items are omitted because Optimum Communications, Inc. intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a definitive proxy statement or an amendment to this report filed under cover of Form 10-K/A containing the information required to be disclosed under Part III of Form 10-K.
PART I
Item 1. Business
Optimum Communications, Inc. (together with its subsidiaries, the "Company," "Optimum Communications," "we," "us," or "our") is one of the largest broadband communications and video services providers in the United States. We deliver high-speed broadband, video, mobile, and advertising services to residential and business customers across 21 states.
In November 2025, we amended our certificate of incorporation to change our corporate name from Altice USA, Inc. ("Altice USA") to Optimum Communications, Inc. On November 19, 2025, our Class A common stock began trading on the New York Stock Exchange ("NYSE") under the new ticker symbol "OPTU" (formerly "ATUS").
We are controlled by Patrick Drahi through Next Alt. S.à.r.l. ("Next Alt"), who also controls Altice Group Lux S.à.r.l., formerly Altice Europe N.V. ("Altice Europe") and its subsidiaries and other entities.
We are a holding company that does not conduct any business operations of our own. Altice Europe, through a subsidiary, acquired Cequel Corporation ("Cequel") on December 21, 2015 (the "Cequel Acquisition") and Cequel was contributed to Optimum Communications on June 9, 2016. Optimum Communications acquired Cablevision Systems Corporation ("Cablevision") on June 21, 2016 (the "Cablevision Acquisition").
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.3 million residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich hybrid-fiber coaxial ("HFC") broadband network and a fiber-to-the-home ("FTTH") network with approximately 10.0 million total passings as of December 31, 2025. Additionally, we offer news programming and advertising services.
Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to meet the growing data needs of residential and business customers. Concurrent to our FTTH network deployment, we also continue to upgrade our existing HFC network through the deployment of digital and expansion of Data Over Cable Service Interface Specification ("DOCSIS") 3.1 technology in order to roll out enhanced broadband services to customers. Currently we make available 1 Gbps broadband services in most of our HFC footprint and up to 8 Gbps symmetrical speeds in our FTTH footprint, which provide a connectivity experience supporting the most data-intensive activities, including streaming 4K ultra-high-definition ("UHD") and high-definition ("HD") video on multiple devices, online multi-player video game streaming platforms, video chatting, streaming music, high-quality virtual-and augmented reality experiences, and downloading large files.
The following table presents certain financial data and metrics for Optimum Communications:
Years ended December 31,
(in thousands, except percentage data)
Customer Relationships (a)
Revenue
Adjusted EBITDA (b)
Adjusted EBITDA as % of Revenue
Net income (loss) attributable to Optimum Communications stockholders
(a) Customer metrics do not include mobile-only customers. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our customer metrics.
(b) For additional information regarding Adjusted EBITDA, including a reconciliation of net income (loss) to Adjusted EBITDA, please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Our Mission
Our mission is to be the connectivity provider of choice in every community we serve.
Our Products and Services
We provide broadband, video, telephony, and mobile services to both residential and business customers. We also provide enterprise-grade fiber connectivity, bandwidth, and managed services to enterprise and hyperscaler customers and provide advertising time and services to advertisers. In 2025, we had approximately 3.1 million homes and businesses passed with our state-of-the-art FTTH network. In addition, we offer various news programming through traditional linear and digital platforms to consumers across our footprint.
The prices we charge for our services vary based on the number of services and associated service level or tier our customers choose, coupled with any promotions we may offer.
Residential Services
The following table shows our customer relationships for broadband, video, and telephony services provided to residential customers.
December 31,
(in thousands)
Total residential customer relationships:
Broadband
Video
Telephony
The following table shows our revenues for broadband, video, telephony, and mobile services provided to residential customers.
Years Ended December 31,
Residential revenue:
(in thousands)
Broadband
Video
Telephony
Mobile
Broadband Services
We provide a variety of broadband service tiers tailored to meet the needs of our customers. Current offers include symmetrical speeds up to 8 Gbps for our residential customers.
Our FTTH broadband service is available to approximately 3.1 million homes, offering multi-gig symmetrical speed tiers to substantially all our FTTH customers and we plan to continue this expansion. In addition, we are deploying Smart WiFi 6 and 6E routers to our customers to provide whole home WiFi coverage.
Substantially all of our HFC network is digital and DOCSIS 3.1 compatible, which allows us to provide HFC customers with advanced broadband, video, and telephony services.
Video Services
We currently offer a variety of video services through Optimum TV, which include delivery of broadcast stations and cable networks, over the top ("OTT") services such as Netflix, Amazon Prime, YouTube, and others, advanced digital video services, such as video-on-demand ("VOD"), HD channels, and digital video recorder ("DVR"), to our residential markets. Depending on the market and level of service, customers have access to local broadcast networks and independent television stations, news, information, sports, and entertainment channels, regional sports networks,
international channels, and premium services such as HBO Max, Paramount+ with Showtime channels, and Starz. Additionally, we provide app based solutions for TV, including companion mobile apps that allows viewing of television content on iOS or Android devices, as well as the available Optimum TV app on Apple TV, and on Optimum Stream for eligible customers.
Our residential customers pay a monthly charge based on the video programming level of service, tier or package they receive and the type of equipment they select. Customers who subscribe to seasonal sports packages, international channels, and premium services may be charged an additional monthly amount. We may also charge additional fees for pay-per-view programming and events, DVR, and certain VOD services.
We also provide advanced services, such as VOD and pay-per-view, that give residential video customers control over when they watch their favorite programming. Our VOD service provides on-demand access to movies, special events, free prime time content, and general interest titles. Subscription-based VOD premium content such as HBO Max and Starz is made available to customers who subscribe to a package that contains those channels. Our pay-per-view service allows customers to pay to view single showings of programming on an unedited, commercial-free basis.
For a monthly fee, we offer DVR services. Depending on the service area and market, customers may receive either a set-top box DVR with the ability to record or an enhanced Cloud DVR with the ability to pause and rewind live television and remote-storage capability to record 15 shows simultaneously with three storage capacity options to select from.
Additionally, Optimum TV subscribers can use their Optimum credentials to access TV Everywhere apps from participating networks on supported platforms. Network and app availability depend on the customer’s subscribed TV package.
In 2025, we expanded the availability of our three new video offerings, Entertainment TV, Extra TV, and Everything TV, along with Stream (our next generation video set-top box), to additional markets. Together, these video offerings help make up our modern video model, bringing to life the new vision of Optimum TV, which helps break conventional all-or-nothing options to better provide content geared toward customers’ unique and modern viewing preferences.
Telephony Services
Through Voice over Internet protocol ("VoIP") telephone service we also offer unlimited local, regional and long-distance calling within the United States, Canada, Puerto Rico, and the U.S. Virgin Islands for a flat monthly rate, including popular calling features such as caller ID with name and number, call waiting, three-way calling, and enhanced emergency 911 dialing. We also offer additional options designed to meet our customers' needs, including directory assistance, voicemail services, and international calling.
Mobile
We offer a mobile service providing data, talk, and text to consumers and business customers in or near our service footprint. The service is delivered over a nationwide network with long-term evolution ("LTE") and 5G (where available) coverage through our network partners, including our infrastructure-based mobile virtual network operator ("MVNO") agreement with T-Mobile U.S., Inc. ("T-Mobile"). We offload mobile traffic using our Optimum Wi-Fi network of hotspots in the New York metropolitan area as well as select customer premises equipment across our footprint. Our full infrastructure MVNO agreement with T-Mobile is differentiated from other light MVNOs in that it gives us full access control over our own core network, as well as the Home Location Register and subscriber identification module (SIM)/eSIM cards. This allows us to fully control seamless data offloading and the handover between the fixed and wireless networks. We also have full product, features, and marketing flexibility with our mobile service. In addition, during 2024, we began offering to our customers additional services such as Mobile Device Protection and connection-back-up service (wireless back-up on fixed Internet service), and we began offering customers the ability to purchase additional mobile equipment, such as Apple iPads, in addition to phones.
Our mobile product is sold at Optimum stores as well as online. Consumers can bring their own devices or purchase or finance a variety of phones (new or certified pre-owned) directly from us, including Apple, Samsung, and Motorola devices.
Business Services
We offer a wide and growing variety of products and services to both large enterprise and small and medium-sized business ("SMB") customers, including broadband, telephony, networking, and video services. As of December 31,
2025, we served approximately 369.9 thousand SMB customers across our footprint. We serve enterprise customers primarily through Cablevision Lightpath LLC ("Lightpath"), our 50.01% owned subsidiary.
Enterprise Customers
Lightpath, our fiber enterprise business, provides ethernet, data transport, IP-based virtual private networks, Internet access, telephony services, including session-initiated protocol ("SIP") trunking and VoIP services to the business market primarily in the New York, Boston, and Miami metropolitan areas , and dark fiber and transport services in Phoenix, Columbus, and eastern Pennsylvania. In 2024, Lightpath acquired a fiber network between New York City and Ashburn, Virginia, as well as a metro network in New York City and New Jersey. Lightpath also provides managed services to businesses, including hosted telephony services (cloud based SIP-based private branch exchange), managed WiFi, managed desktop and server backup and managed collaboration services including audio and web conferencing. Through Lightpath, we also offer fiber-to-the-tower ("FTTT") services to wireless carriers for cell tower backhaul that enables wireline communications service providers to connect to towers that their own wireline networks do not reach. Lightpath's enterprise customers include companies in health care, financial, education, legal and professional services, and other industries, as well as the public sector and communication providers, incumbent local exchange carriers ("ILEC"), competitive local exchange carriers ("CLEC"), and hyperscaler customers. As of December 31, 2025, Lightpath had approximately 17,700 locations connected to its fiber network, which includes approximately 12,000 unique route miles (in each case, comprised of route miles that are owned by Lightpath or currently utilized by Lightpath pursuant to right of use agreements with Optimum Communications and other parties). “Unique route miles” reflect the total aggregate distance measured in miles of all routes contained within the network that do not include overlap for multiple sheaths on similar routes.
In our footprint outside of the New York metropolitan area, for enterprise and larger commercial customers, we offer high capacity data services, including wide area networking and dedicated data access and advanced services such as wireless mesh networks. We also offer enterprise class telephone services which include traditional multi-line phone service over DOCSIS and trunking solutions via SIP for our Primary Rate Interface ("PRI") and SIP trunking applications. Similar to Lightpath, we also offer FTTT services in these areas. These services are offered on a standalone basis or in bundles that are developed specifically for our commercial customers. In addition, Optimum Business offers video in bulk use settings that enables nursing homes, hotels, universities, and hospitals to deliver HD content directly to TVs with or without digital cable boxes. This technology provides guests and residents with an enhanced in-room entertainment experience featuring news, local information, and content programming.
SMB Customers
We provide broadband (with symmetrical speeds up to 8 Gbps), video, mobile, and telephony services to SMB customers. In addition to these services, we also offer managed services, including hosted private branch exchange, managed WiFi, premiere technical support and network solutions, security and network access and equipment for SMB customers. Telephony services include Optimum Voice for Business, Business Hosted Voice, and Business Trunking (SIP and PRI). Optional telephony add-on services include international calling and toll free numbers. Optimum Business Mobile and Optimum Business Connection Backup (e.g., wireless failover) solutions are also available to our business customers, including SMBs. These services provide wireless connectivity for voice/data handsets, data only devices, and data failover solutions.
News and Advertising
News 12
News 12 Networks operates seven 24-hour local news channels across the New York tri-state area, including the Bronx, Brooklyn, Connecticut, Hudson Valley, Long Island, New Jersey, and Westchester, providing our viewers with complete access to hyper-local breaking news, traffic, weather, sports, community news, and more. News 12 Networks also includes a streaming OTT regional news channel, News 12 New York, which showcases top stories and events from across the tri-state area.
News 12 has been widely recognized by the news industry with numerous prestigious honors and awards, including multiple Emmy Awards, Edward R. Murrow Awards, NY Press Club Awards, and more.
Optimum Media
Optimum Media is an advanced advertising and data company that provides audience-based, multiscreen advertising solutions to local, regional, and national advertisers, including businesses, political candidates and organizations, advocacy groups, and other advertising clients. Optimum Media enables advertisers to reach millions of households across the United States through programming networks, on-demand and addressable inventory, and a broad range of
digital/online, streaming/CTV, mobile and digital out-of-home environments. These capabilities are supported by Optimum Media's proprietary technology and privacy-compliant database of aggregated consumer, demographic, and TV viewership data, including as enhanced with third-party data integrations that enable household-level audience targeting.
Juice Media
Juice Media is a data-driven omnichannel media agency that supports advertisers through technology-enabled planning and buying capabilities. Juice Media provides strategy, media activation, and related services designed to support outcome-oriented advertising solutions. Its omnichannel approach is intended to enable customers and partners to maximize the effectiveness of their advertising campaigns.
New York Interconnect
In many markets, we have entered into agreements commonly referred to as "Interconnects" with other video platform operators to jointly sell local advertising. This simplifies our clients' purchase of local advertising and expands their geographic reach. In some markets, we represent the advertising sales efforts of other operators; in other markets, alternative operators represent us. NY Interconnect, LLC is a joint venture between Optimum Communications, Charter Communications, Inc. ("Charter") and Comcast Corporation ("Comcast").
Franchises
As of December 31, 2025, our systems operated in more than 1,400 communities pursuant to franchises, permits and similar authorizations issued by state and local governmental authorities. Franchise agreements typically require the payment of franchise fees and contain regulatory provisions addressing, among other things, service quality, cable service to schools and other public institutions, insurance, and indemnity. Franchise authorities generally charge a franchise fee of not more than 5% of certain of our cable service revenues that are derived from the operation of the system within such locality. We generally pass the franchise fee on to our customers.
Franchise agreements are usually for a term of five to fifteen years from the date of grant, however, approximately 490 of Optimum Communications’ communities are located in states (Connecticut, Kansas, Missouri, Nevada, North Carolina, and Texas) where by law franchise agreements do not have an expiration date. Franchise agreements are usually terminable only if the cable operator fails to comply with material provisions and then only after the franchising authority complies with substantive and procedural protections afforded by the franchise agreement and federal and state law. Prior to the scheduled expiration of most franchises, we generally initiate renewal proceedings with the granting authorities. This process usually takes less than three years but can take a longer period of time. The Communications Act of 1934, as amended (the "Communications Act"), which is the primary federal statute regulating interstate communications, provides for an orderly franchise renewal process in which granting authorities may not unreasonably withhold renewals. See "—Regulation—Cable Television—Franchising." In connection with the franchise renewal process, many governmental authorities require the cable operator to make certain commitments, such as building out certain franchise areas, meeting customer service requirements and supporting and carrying public access channels.
Historically, we have been able to renew our franchises without incurring significant costs, although any particular franchise may not be renewed on commercially favorable terms or otherwise. We expect to renew or continue to operate under all or substantially all of these franchises. For more information regarding risks related to our franchises, see "Risk Factors—Risk Factors Relating to Regulatory and Legislative Matters—Our cable system franchises are subject to non-renewal or termination." The failure to renew a franchise in one or more key markets could adversely affect our business. Proposals to streamline cable franchising have been adopted at both the federal and state levels. For more information, see "—Regulation—Cable Television—Franchising."
Programming
We design our channel line-ups for each system according to demographics, programming contract requirements, market research, viewership, local programming preferences, channel capacity, competition, price sensitivity, and local regulation. We believe offering a wide variety of programming influences a customer's decision to subscribe to and retain our video services. We obtain programming from a number of suppliers, including broadcast and cable networks.
We generally carry cable networks pursuant to written programming contracts, which continue for a fixed period of time, typically from one to five years, and are subject to negotiated renewal. Cable network programming is usually made available to us for a license fee, which is generally paid based on the number of customers who subscribe to the
level of service that provides such programming. Such license fees may include, by way of example, "volume" discounts based on higher numbers of customers subscribing to certain networks or services, as well as discounts for channel placement or service penetration. For home shopping channels, we receive a percentage of the revenue attributable to our customers' purchases, as well as, in some instances, incentives for channel placement.
In our negotiations, we seek flexible distribution terms that would permit services to be made available in a variety of retail offerings and on a variety of platforms and devices in order to maximize consumer choice. Suppliers typically insist that their most popular and attractive services be distributed to a minimum number or percentage of customers or in a particular package or tier, which limits our ability to provide consumers with full purchasing flexibility.
Our cable programming costs for broadcast stations and cable networks have increased in excess of customary inflationary and cost-of-living type increases. We expect programming costs to continue to increase due to a variety of factors including annual increases imposed by stations and programmers. Broadcast and sports programming costs are the primary drivers of the increases of these programming costs. In addition, contracts to purchase sports programming sometimes provide for optional additional programming to be available on a surcharge basis during the term of the contract.
We have programming contracts that have expired and others that will expire in the near term. We will seek to renegotiate the terms of these agreements, but there can be no assurance that these agreements will be renewed on favorable or comparable terms. To the extent that we are unable to reach agreements with certain programmers on terms that we believe are reasonable, we have been, and may in the future be, forced to remove such programming channels from our line-up, which may result in a loss of customers. For more information, see "Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness—Programming and retransmission costs are increasing and we may not have the ability to pass these increases on to our customers. Disputes with programmers and the inability to retain or obtain popular programming can adversely affect our relationship with customers and lead to customer losses, which could materially adversely affect our business, financial condition, and results of operations."
Sales and Marketing
Our marketing and sales strategy is designed to grow our customer base with efficient economics through effective brand positioning and messaging, impactful customer acquisition campaigns and effective customer development initiatives.
Based on customer insights and competitive analysis, we offer industry leading products and services matched with attractive pricing and sophisticated go-to-market strategies.
We use multiple channels to attract new customers, including mass media (television, on-line video, radio, print, and outdoor advertising) along with highly targeted tactics including search, social marketing, 1:1 digital campaigns, direct mail, outbound telemarketing, and door-to-door sales. These campaigns lead prospects to our inbound call centers, e-commerce web site, and retail stores where our sales teams use new AI assisted technologies to match the right products to individual customer wants and needs.
Our customer development efforts are intended to increase customer lifetime value through deeper engagement with our products and increased overall satisfaction with our services.
Much of our marketing is developed centrally then customized to address local market opportunities and compete with a diverse range of competitors. We also adapt our sales and marketing efforts for local market characteristics such as MDU (multiple dwelling unit/apartment) intensive cities or large college markets where we offer specialized products and services for students.
We also have a separate dedicated sales, marketing and service team for business customers in the SMB, mid-market, and enterprise segments.
We have a strong local presence in the communities we serve, and we give back to these communities through initiatives and sponsorships focused on digital equity, and future innovators (educational programs related to Science, Technology, Engineering and Math (STEM) and robotics).
We monitor performance of all our initiatives and continually optimize sales and marketing investments in order maximize return.
Customer Experience
We believe the customer experience is a cornerstone of our business. Our call center strategy is to demonstrate that we are reliable support experts, that are simple to interact with and work to the best of our ability to resolve the issue
in the first attempt. Accordingly, we make a concerted effort to continually improve each customer interaction and have made significant investments in our people, processes, and technology to enhance our customers' experience and to reduce the need for customers to contact us.
The insights from operational customer service metrics and our customer surveys help us focus our product, technology, process, and network improvement efforts. We proactively collect feedback from our customers on all frontline interactions, product experience and service experience. Listening to and acting upon customer and agent feedback is a major pillar in our customer experience program and as such we review feedback as part of our on-going operations.
From a call center operations standpoint, we provide technical and account support service to our customers 24 hours a day, seven days a week, and we have systems that allow our customer care centers to be accessed and managed remotely in the event that systems functionality is temporarily lost, which provides our customers access to customer service with limited disruption. To ensure the highest quality support, we have call routing to specialized agents based on certain call types. We continue to work on simplifying and improving our agent toolset to better serve our customer needs.
We also offer our customers the ability to interact with us and get support through digital channels, whether via our website, chat, interactive voice support, text messaging, mobile app, or social media. Customers can use our customer portal website and mobile app to manage and pay their bill online, obtain service and account information, and get self-help troubleshooting support. Our goal is to continue to improve upon those customer care experiences whether through traditional or digital methods (such as through the My Optimum app and chat).
Network Management
Our cable systems are generally designed with an HFC architecture that has proven to be highly flexible in meeting the increasing needs of our customers. We deliver our signals via laser-fed fiber optic cable from control centers known as headends and hubs to individual nodes. Each node is connected to the individual homes served by us. A primary benefit of this design is that it pushes fiber optics closer to our customers' homes, which allows us to subdivide our systems into smaller service groups and make capital investments only in service groups experiencing higher than average service growth.
We have upgraded our networks, both through the deployment of our FTTH network and through new DOCSIS technologies, and we are delivering download speeds of up to 1 Gbps in most of our HFC footprint and up to 8 Gbps in our FTTH footprint. We also have a networking caching architecture that places highly viewed Internet traffic from the largest Internet-based content providers at the edge of the network closest to the customer to reduce bandwidth requirements across our national backbone, thus reducing operating expense. This collective network architecture also provides us with the capability to manage traffic across several Internet access points, thus helping to ensure Internet access redundancy and quality of service for our customers. Additionally, our national backbone connects most of our systems, which allows for an efficient and economical deployment of services from our centralized platforms that include telephone, VOD, network DVR, common video content, broadband Internet, hosted business solutions, provisioning, e-mail, and other related services.
Our ongoing FTTH network build passes approximately 3.1 million homes and businesses as of December 31, 2025, and has enabled us to deliver multi-gig broadband speeds to meet the growing data needs of residential and business customers. We believe our FTTH network is more resilient with reduced maintenance requirements, fewer service outages and lower power usage, which we expect will drive further structural cost efficiencies.
We have also focused on system reliability and disaster recovery as part of our national backbone and primary system strategy. For example, to help ensure a high level of reliability of our services, we implemented redundant power capability, as well as fiber route and carrier diversity in our networks. With respect to disaster recovery, we invested in our telephone platform architecture for geo-redundancy to minimize downtime in the event of a disaster to any single facility.
In addition, we continue to expand and refine our bandwidth utilization in order to meet demand for new and improved advanced services. A key component to reclaim bandwidth was the digital delivery of video channels that were previously distributed in analog through the launch of digital simulcast, which duplicates analog channels as digital channels. Additionally, the deployment of lower-cost digital customer premises equipment, such as HD digital transport adapters, enabled the use of more efficient digital channels instead of analog channels, thus allowing the reclamation of expanded basic analog bandwidth in the targeted systems. This reclaimed analog bandwidth is being repurposed for other advanced services such as additional HDTV services and faster Internet access speeds.
To support our mobile business, we have a nationwide mobile core network with multiple interconnection points (including Texas, California, Illinois, and two in New York), as well as the necessary interconnection points for our network partners T-Mobile and AT&T Inc. ("AT&T"), Appalachian Wireless and US Cellular.
Information Technology
Our information technology ("IT") systems consist of billing, customer relationship management, business and operational support and sales force management systems. We continue to update and simplify our IT infrastructure through further investments, focusing on cost efficiencies, improved system reliability, functionality and scalability and enhancing the ability of our IT infrastructure to meet our ongoing business objectives. Additionally, through investment in our IT platforms, AI, machine learning, automation, and focus on process improvement, we continue to simplify and harmonize our service offering bundles and improve our technical service delivery and customer service capabilities. We contract with managed service providers to deliver certain core Business Support Systems and Operations Support Systems. These services are integrated into our overall IT ecosystems to ensure an efficient operation. Backup services are provided through alternate systems and infrastructure.
Suppliers
Customer Premise and Network Equipment
We purchase set-top boxes and other customer premise equipment from a limited number of vendors because our cable systems use one or two proprietary technology architectures. We buy HD, HD/DVRs and VOD equipment, routers, including the components of our home communications platform, and other network equipment from a limited number of suppliers, including Altice Labs (Altice Europe's technology, services, and innovation center), Sagemcom, and Ubee. We also purchase outside plant material and equipment, including fiber optics and copper components, to support the expansion and maintenance of our networks. See "Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness—We depend on third-party vendors for certain equipment, hardware, licenses, and services in the conduct of our business."
Broadband and Telephone Connectivity
We deliver broadband and telephony services through our HFC and FTTH network. We use circuits that are either owned by us or rented from third parties to connect to the Internet and the public switched telephone network. We pay fees for rented circuits based on the amount of capacity available to it and pay for Internet connectivity based on the amount of IP-based traffic received from and sent over the other carrier's network.
Mobile Voice and Data Equipment
We purchase for resale mobile handsets from a number of original equipment manufacturers including Apple and Motorola. Customers of our mobile service are able to purchase these handsets with upfront or installment payments.
Intellectual Property
We rely on our patents, copyrights, trademarks, and trade secrets, as well as licenses and other agreements with our vendors and other parties, to use our technologies, conduct our operations, and sell our products and services. We also rely on our access to the proprietary technology of Altice Europe, including through Altice Labs, and licenses to the name "Altice" and derivatives from Next Alt. We believe we own or have the right to use all of the intellectual property that is necessary for the operation of our business as we currently conduct it.
Competition
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. We believe our leading market position in our footprint, technologically advanced network infrastructure, including our FTTH build-out, our evolving video services, our mobile service, and our focus on enhancing the customer experience favorably position us to compete in our industry. See also "Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness—We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operations, and liquidity."
Broadband Services Competition
Our broadband services face competition from broadband communications companies' digital subscriber line ("DSL"), FTTH/Fiber to the Premises ("FTTP"), and wireless broadband offerings, as well as from a variety of companies that offer other forms of online services, including satellite-based broadband services. Our primary fiber-based competitors include AT&T and Verizon Communications Inc.'s ("Verizon") Fios (including the assets recently acquired from Frontier Communications Parent, Inc. ("Frontier")). T-Mobile fixed wireless, Verizon fixed wireless, and AT&T Internet Air are our primary wireless broadband competitors. In addition to smaller and regional overbuilders, which use an existing telecommunications operator's network to provide their services, as well as newer fiber providers such as Tachus and T-Fiber, large national providers such as Comcast and Charter are currently deploying significant fiber and network overbuilds in portions of our footprint, increasing the intensity of competition in certain markets. Current and future fixed and wireless Internet services, such as 4G, LTE, and 5G (and variants) wireless broadband services and WiFi networks, and devices such as wireless data cards, tablets and smartphones, and mobile wireless routers that connect to such devices, may also compete with our broadband services both for in premises broadband service and mobile broadband. All major wireless carriers offer unlimited data plans, which could, in some cases, become a substitute for the fixed broadband services we provide. The Federal Communications Commission ("FCC") is likely to continue to make additional radio spectrum available for these wireless Internet access services, which in time could expand the quality and reach of these services. Additionally, federal legislation has substantially increased the amount of subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved," which could result in increased competition for our broadband services.
We face intense competition from broadband communications companies with fiber-based networks. Verizon has constructed a FTTH network that passes a significant number of households in our New York metropolitan service area, including through fiber assets acquired from Frontier; and AT&T has constructed a FTTP/Fiber to the Node infrastructure in various markets in our south-central United States service area. We estimate that Verizon, together with other fiber-based service providers, is able to sell fiber-based services to over two-thirds of the households in our footprint in New York, New Jersey, and Connecticut combined and that AT&T and other fiber-based service providers are able to sell fiber products to approximately half of the households in various markets in our south-central United States service area. As a result of Verizon's acquisition of Frontier, Verizon now offers DSL and FTTH broadband service and competes with us in most of our Connecticut service area, as well as parts of our Texas, West Virginia, Arizona, and California service areas. The Frontier acquisition has further consolidated the fiber broadband market and may increase competitive pressures in certain of our service areas.
Video Services Competition
Our video services face competition from cable providers as well as direct broadcast satellite ("DBS") providers, such as DirecTV and DISH Network (a wholly-owned subsidiary of EchoStar Corporation, "DISH"). DirecTV and DISH offer one-way satellite-delivered pre-packaged programming services that are received by relatively small and inexpensive receiving dishes. We believe cable-delivered services, which include the ability to bundle additional services such as broadband, offer a competitive advantage to DBS service, because cable headends can provide two-way communication to deliver a large volume of programming that customers can access and control independently.
Our video services also face intense competition from companies that deliver movies, television shows, live sports, and other video programming, including extensive on demand, live content, serials, exclusive and original content, over broadband Internet connections to televisions, computers, tablets, and mobile devices, such as Netflix, Hulu, Disney+, Apple TV, YouTube TV, Amazon Prime, Sling TV, DirecTV (including its streaming service), and others. In addition, content owners are increasingly prioritizing direct to consumer streaming products over traditional distribution channels, delivering content to consumers that was formerly only available via traditional distribution channels.
Telephony Services Competition
Our telephony service competes with wireline, wireless, and VoIP phone service providers, such as Vonage, Microsoft Teams, Facetime, WhatsApp, and magicJack, as well as companies that sell phone cards at a cost per minute for both national and international service. We also compete with other forms of communication, such as text messaging on cellular phones, instant messaging, social networking services, video conferencing, and email. The increased number of technologies capable of carrying telephony services and the number of alternative communication options available to customers have intensified the competitive environment in which we operate our telephony services.
Mobile Wireless Competition
Our mobile wireless service faces competition from a number of national incumbent network-based mobile service providers, such as AT&T, T-Mobile, and Verizon, and smaller regional service providers, as well as a number of reseller or MVNO providers, such as Tracfone, Boost Mobile, and Cricket Wireless, among others. We believe that our approach to the mobile wireless service offering, including the ability to bundle and promote the product to our existing customer base, gives us advantages over pure MVNO resellers, and differentiates us from certain incumbent network-based operators. Improvements by incumbent and reseller mobile service providers on price, features, speeds, and service enhancements will continue to impact the competitiveness and attractiveness of our mobile service, and we will need to continue to invest in our services, product and marketing to answer that competition. Our mobile wireless strategy depends on the availability of wholesale access to radio access networks ("RAN") from one or more network-based providers with whom we are likely to compete. Our mobile service is vulnerable to constraints on the availability of wholesale access or increases in price from the incumbents. Consolidation among wholesale RAN access providers could our ability to sustain our mobile service and be competitive.
Business Services Competition
We operate in highly competitive business telecommunications market and compete primarily with local incumbent telephone companies, especially AT&T, Lumen Technologies, Inc. ("Lumen"), and Verizon (including former Frontier operations), as well as with a variety of other national and regional business services competitors. Many of these competitors offer end-to-end technology solutions such as cloud-based telephony, SASE, SD-WAN and hyperscaler access, enabling them to position themselves as single-source technology providers. In recent years, local fiber providers and fixed wireless broadband providers have become more competitive in the business telecommunications services market.
Advertising Services Competition
We provide advertising and advanced advertising services across television, streaming and digital platforms, both directly and indirectly, within and outside our cable service area. We face significant competition for advertising-related revenue from a wide range of local, regional and national media outlets and technology platforms. Competitors include local broadcast stations, national cable and broadcast networks, radio stations, print media, digital and social media platforms (such as Facebook and Instagram), online advertising companies (such as Google), retail media networks (such as Amazon), content providers (such as Disney), connected TV providers, advertising agencies (such as Omnicom Group), measurement platforms, digital advertising platforms and data providers. Competition has intensified as advertisers allocate budgets across an expanding number of multiscreen and digital formats, and we expect this trend to continue.
Human Capital Resources
As of December 31, 2025, we had approximately 9,500 employees. Approximately 380 of our employees were represented by unions as of such date. Approximately 89% of our employees are U.S. based. Our employees perform work in a variety of environments, including customers’ homes or businesses, in the field, and on site in retail stores, centers or offices.
Compensation and Benefits
We are committed to providing a competitive total incentive program that is conducive to attracting and retaining our talent. Our compensation program targets market competitive pay and provides an opportunity for our full time non-union employees to earn performance-based incentive compensation. Our market competitive and inclusive benefits program includes healthcare benefits, life and disability insurance, 401(k) plan with Company matching contributions, paid time off, and other voluntary benefit programs.
Employee Engagement
We are committed to creating an environment where every employee can be the difference, and where employees ask questions, demonstrate their expertise, create community, take ownership, and are nimble. We believe that fostering a best-in-class employee experience will enable our employees to provide a best-in-class customer experience. We value recognition and have many programs throughout each year that celebrate the achievements of employees across the Company. We also promote a culture that embraces equal opportunity for all, and we are committed to fostering a workplace where employees and customers alike experience a culture of respect, belonging, and opportunity. Our approach is guided by best practices in recruitment, retention, community engagement, and culture-building, ensuring that we attract and retain talent that reflects the diverse communities we serve.
We have earned certifications by Great Place to Work®, a global authority on workplace culture, employee experience, and effective leadership. Additionally, we earned recognition from the Cablefax Top Ops Awards earning the Work Culture Award, and Built In included us among multiple Best Places to Work 2025 lists.
Learning and Development
We provide our leaders with development programs through the Optimum Leader framework, focusing on our three guiding principles: to set clear expectations and do what is right, drive ONE Optimum, and make it happen. We also provide employees with tuition benefits to ensure access to educational resources they need to continue their development and pursue their goals.
Regulation
General Company Regulation
Our cable and other services are subject to a variety of federal, state and local law and regulations, as well as, in instances where we operate outside of the U.S., the laws and regulations of the countries and regions where we operate. The Communications Act, and the rules, regulations and policies of the FCC, as well as other federal, state and other laws governing cable television, communications, consumer protection, privacy and related matters, affect significant aspects of the operations of our cable and other services.
The following paragraphs describe the existing legal and regulatory requirements we believe are most significant to our operations today. Our business can be dramatically impacted by changes to the existing regulatory framework, whether triggered by legislative, administrative or judicial rulings.
Cable Television
Franchising. The Communications Act requires cable operators to obtain a non-exclusive franchise from state or local franchising authorities to provide cable service. Although the terms of franchise agreements differ from jurisdiction to jurisdiction, they typically require payment of franchise fees and contain regulatory provisions addressing, among other things, use of the right of way, service quality, cable service to schools and other public institutions, insurance, indemnity and sales of assets or changes in ownership. State and local franchising authority, however, must be exercised consistent with the Communications Act, which sets limits on franchising authorities' powers, including limiting franchise fees to no more than 5% of gross revenues from the provision of cable service, prohibiting franchising authorities from requiring us to carry specific programming services, and protecting the renewal expectation of franchisees by limiting the factors a franchising authority may consider and requiring a due process hearing before denying renewal. When franchises are renewed, however, the franchise authority may, except where prohibited by applicable law, seek to impose new and more onerous requirements as a condition of renewal. Similarly, if a franchising authority's consent is required for the purchase or sale of a cable system, the franchising authority may attempt to impose more burdensome requirements as a condition for providing its consent. Cable franchises generally are granted for fixed terms and, in many cases, include monetary for . They may also be terminable if the franchisee to comply with material provisions.
In recent years, the traditional local cable franchising regime has undergone significant change as a result of federal and state action. Several states have reduced or eliminated the role of local or municipal government in franchising in favor of state- or system-wide franchises, and the trend has been toward consolidation of franchising authority at the state level, in part to accommodate the interests of new broadband and cable entrants over the last decade. At the same time, the FCC has adopted rules that streamline entry for new competitors (such as those affiliated with broadband communications companies) and reduce certain franchising burdens for these new entrants. In 2019, the FCC also extended to existing cable providers relief from certain fees and other regulatory requirements imposed by franchising authorities, including subjecting certain fees for access to the right-of-way and certain in-kind payments obligations to the statutory cap on franchise fees, as well as preempting states and localities from exercising their authority to regulate cable operators’ non-cable services. The FCC's order was challenged by several municipalities and substantially upheld by the U.S. Sixth Circuit Court of Appeals on appeal, although the court curtailed the relief related to in-kind contributions. Some municipalities have asked the FCC to reopen consideration of these issues. We cannot predict whether or not the FCC will do so or what actions it may take if it does.
Pricing and Packaging. The Communications Act and the FCC's rules limit the scope of price regulation for cable television services. Among other limitations, franchising authorities may regulate rates only for "basic" cable service. In 2015, the FCC adopted a rule establishing a presumption against rate regulation absent an affirmative showing by the franchising authority that there is an absence of effective competition. Based on the 2015 FCC rule, none of our video customers are currently subject to basic rate regulation.
There have been frequent calls to impose further rate regulation on the cable industry. It is possible that Congress or the FCC may adopt new constraints on the retail pricing or packaging of cable programming. As we attempt to respond to a changing marketplace with competitive marketing and pricing practices, we may face regulations that impede our ability to compete. In 2024, the FCC adopted rules that require cable operators to disclose the "all-in" price for service, including fees related to the provision of cable service such as network fees, sports and broadcast programming fees, in subscriber bills, advertising, and promotional materials. The FCC has also proposed restricting the use of early termination fees imposed on customers who terminate long-term service contracts prior to the expiration of their contracts, and to require cable operators to prorate a subscriber's bill for the final month of service if the subscriber cancels service prior to the end of the final month. We do not charge early termination fees. We currently charge for service in whole-month increments other than where prohibited by state law, so the adoption of this proposal would affect our customer service practices. We cannot predict whether these rules and restrictions, if adopted, would affect our cable revenue and subscribership.
In addition, a number of state and local regulatory authorities have imposed or seek to impose price- or price-related regulation that we believe is inconsistent with FCC direction, and these efforts if successful, will diminish the benefits of deregulation and hamper our ability to compete with our largely unregulated competitors. We brought a challenge in federal and state court against one such attempt to regulate our pricing by the New Jersey Board of Public Utilities ("Board"), but in 2023, the New Jersey Supreme Court upheld the Board's regulation.
Must-Carry/Retransmission Consent. Cable operators are required to carry, without compensation, programming transmitted by most local commercial and noncommercial broadcast television stations that elect "must carry" status. Alternatively, local commercial broadcast television stations may elect "retransmission consent," giving up their must-carry right and instead negotiating with cable systems the terms on which the cable systems may carry the station's programming content. Cable systems generally may not carry a broadcast station that has elected retransmission consent without the station's consent. The terms of retransmission consent agreements frequently include the payment of compensation to the station.
Broadcast stations must elect either "must carry" or retransmission consent every three years. A substantial number of local broadcast stations currently carried by our cable systems have elected to negotiate for retransmission consent. In the most recent retransmission consent negotiations, popular television stations have demanded substantial compensation increases, thereby increasing our operating costs. In the event a cable operator and a broadcast station electing retransmission consent cannot agree on terms and conditions for carriage, a cable operator must cease carrying the station until such an agreement is reached. The FCC recently adopted rules requiring cable operators to report such “blackouts” lasting more than 24 hours to the FCC. The FCC has also proposed that cable operators provide subscribers with a rebate if a broadcast station is blacked out during a retransmission consent dispute. The proposed rebate requirement would also apply if other video programming services are blacked out during a carriage dispute. This proposal remains pending at the FCC.
Ownership Limitations . Federal regulation of the communications field traditionally included a host of ownership restrictions, which limited the size of certain media entities and restricted their ability to enter into competing enterprises. Through a series of legislative, regulatory, and judicial actions, most of these restrictions have been either eliminated or substantially relaxed. In 2017, the FCC relaxed some broadcast media ownership rules, and the broadcast industry subsequently experienced consolidation. The FCC's order was subsequently affirmed by the U.S. Supreme Court. In 2025, the U.S. Eighth Circuit Court of Appeals invalidated the FCC's rule prohibiting the same television licensee from acquiring an affiliation with more than one of the "top four" networks in the same local market to include affiliation via a low power television station or one of the licensee's available programming streams on its broadcast signal. These changes may help facilitate media consolidation, increasing the leverage broadcasters can exercise in negotiating the fees we pay them to license their signals. The FCC has the statutory obligation to review its broadcast ownership rules every four years and revise them if it determines that the public interest so requires. As part of its 2022 quadrennial review of media ownership rules, the FCC has sought comment on whether to eliminate or modify the prohibition on common ownership of more than any two stations in a local market and the prohibition on a merger between or among any of the Big Four networks, i.e., ABC, CBS, FOX, and NBC. The FCC is also considering elimination of the national broadcast ownership cap, which bars a single entity from owning or controlling broadcast television stations that, in the aggregate, reach more than 39% of the television audience households in the United States (with a 50% discount given to the ownership of UHF stations for purposes of calculating compliance with the 39% audience reach cap). Elimination or modification of some or all of these rules could lead to further consolidation in the broadcast industry, which could impact those fees.
Set-Top Boxes. The Communications Act includes a provision that requires the FCC to take certain steps to support the development of a retail market for "navigation devices," such as cable set-top boxes. Several years ago, the FCC began a proceeding to consider requiring cable operators to accommodate third-party navigation devices, which have imposed substantial development and operating requirements on the industry. Though there is currently no active effort to advance these proposals, the FCC may in the future consider implementing other measures to promote the competitive availability of retail set-top boxes or third-party navigation options that could impact our customers' experience, our ability to capture user interactions to refine and enhance our services, and our ability to provide a consistent customer support environment.
PEG and Leased Access. Franchising authorities may require that we support the delivery and support for public, educational, or governmental ("PEG") channels on our cable systems. In addition to providing PEG channels, we must make a limited number of commercial leased access channels available to third parties (including parties with potentially competitive video services) at regulated rates. Although commercial leased access activity historically has been relatively limited, increased activity in this area could further burden the channel capacity of our cable systems.
Pole Attachments. We make extensive use of utility poles and conduits to attach and install the facilities that are integral to our network and services. The Communications Act requires most utilities to provide cable systems with access to poles and conduits to attach such facilities at regulated rates, but does not extend these requirements to other entities, such as municipalities and electric cooperatives. The FCC (or a state, if it chooses to regulate) regulates utility company rates for the rental of pole and conduit space used by companies, including operators like us, to provide cable, telecommunications services, and Internet access services. Many states in which we operate have elected to set their own pole attachment rules. Adverse changes to the pole attachment rate structure, rates, classifications, and access could significantly increase our annual pole attachment costs. Expansion of our business into new areas, including areas where poles and conduits are operated by electric cooperatives or municipalities not subject to FCC or state regulation, may be frustrated by delays, capacity constraints, "makeready" demands or the general inability to secure appropriate pole or conduit rights, as well as higher pole and conduit access costs.
Program Access. The program access rules generally prohibit a cable operator from improperly influencing an affiliated satellite-delivered cable programming service to discriminate unfairly against an unaffiliated distributor where the purpose or effect of such influence is to significantly hinder or prevent the competitor from providing satellite-delivered cable programming. FCC rules also allow a competing distributor to bring a complaint against a cable-affiliated terrestrially-delivered programmer or its affiliated cable operator for alleged violations of this rule, and seek reformed terms of carriage as a remedy.
Program Carriage. The FCC's program carriage rules prohibit us from requiring an unaffiliated programmer to grant us a financial interest or exclusive carriage rights as a condition of its carriage on our cable systems and prohibit us from unfairly discriminating against unaffiliated programmers in the terms and conditions of carriage on the basis of their nonaffiliation. The FCC has also proposed to prohibit cable and DBS operators from including most favored nation provisions and unreasonable alternative distribution method provisions in their carriage agreements with independent programmers (i.e., programmers unaffiliated with cable or DBS operators or a broadcast television network or licensee). The FCC has sought comment on whether these restrictions should apply to existing contracts. Some of our programming contracts include such provisions. Additionally, FCC Chairman Carr has suggested that a refusal to carry certain programming because of its content could be regarded as discriminatory in violation of the program carriage rules.
Exclusive Access to Multitenant Buildings. The FCC prohibits cable operators from entering into or enforcing exclusive agreements with owners of multitenant buildings under which the operator is the only multichannel video programming distributor ("MVPD") with access to the building. FCC rules also restrict certain business arrangements between cable operators and owners of multitenant buildings, including prohibiting operators from entering into certain types of revenue sharing agreements and requiring operators to disclose to tenants the existence of exclusive marketing arrangements and the availability of alternative providers. The FCC has also clarified that existing FCC rules regarding cable inside wiring prohibit so-called "sale-and-leaseback" arrangements that effectively deny access to alternative providers.
CALM Act. The FCC's rules require us to ensure that all commercials carried on our cable service comply with specified volume standards.
Privacy and Data Security. In the course of providing our services, we collect certain information about our customers and their use of our services. We also collect certain information regarding potential customers and other individuals. Our collection, use, disclosure and other handling of information is subject to a variety of federal and
state privacy requirements, including those imposed specifically on cable operators and telecommunications service providers by the Communications Act. We are also subject to data security obligations, as well as requirements to provide notice to individuals and governmental entities in the event of certain data security breaches, and such breaches, depending on their scope and consequences, may lead to litigation and enforcement actions with the potential for substantial monetary forfeitures or to adversely affect our brand.
As cable operators provide interactive and other advanced services, additional privacy and data security requirements may arise through legislation, regulation or judicial decisions. For example, the Video Privacy Protection Act of 1988 has been interpreted in some instances to cover online interactive services. In addition, Congress, the Federal Trade Commission ("FTC"), and other lawmakers and regulators are all considering whether to adopt additional measures that could impact the collection, use, and disclosure of customer information in connection with the delivery of advertising and other services to consumers customized to their interests. See "—Privacy Regulations" below.
Federal Copyright Regulation. We are required to pay copyright royalty fees on a semi-annual basis to receive a statutory compulsory license to carry broadcast television content. These fees are subject to periodic audit by the content owners. The amount of a cable operator's royalty fee payments is determined by a statutory formula that takes into account various factors, including the amount of "gross receipts" received from customers for "basic" service, the number of "distant" broadcast signals carried and the characteristics of those distant signals (e.g., network, independent or noncommercial). Certain elements of the royalty formula are subject to adjustment from time to time, which can lead to increases in the amount of our semi-annual royalty payments. The U.S. Copyright Office, which administers the collection of royalty fees, has made recommendations to Congress for changes in or elimination of the statutory compulsory licenses for cable television carriage of broadcast signals. Changes to copyright regulations could adversely affect the ability of our cable systems to obtain such programming and could increase the cost of such programming. Similarly, we must obtain music rights for locally originated programming and advertising from the major music performing rights organizations. These licensing fees have been the source of litigation in the past, and we cannot predict with certainty whether license fee disputes may arise in the future. The legal framework for secondary copyright liability for Internet Service Providers ("ISPs"), including whether and to what extent an ISP may be liable for the of its subscribers' internet services, continues to evolve and could result in significant liability for us.
Access for Persons with Disabilities. The FCC's rules require us to ensure that persons with disabilities can more fully access the programming we carry. We are required to provide closed captions and pass through video description to customers on some networks we carry, and to provide an easy means of activating closed captioning and to ensure the audio accessibility of emergency information and on-screen text menus and guides provided by our navigation devices.
Other Regulation. We are subject to various other regulations, including those related to political broadcasting; home wiring; the blackout of certain network and syndicated programming; prohibitions on transmitting obscene programming; limitations on advertising in children's programming; and standards for emergency alerts, as well as telemarketing and general consumer protection laws, federal and state marketing and advertising standards and regulations, and equal employment opportunity obligations. For example, the Television Viewer Protection Act of 2019 imposes obligations on cable and fixed broadband providers, including required disclosures at the point of sale and in electronic billing and prohibitions on certain equipment charges. The FCC also imposes various technical standards on our operations. In the aftermath of extreme weather events, the FCC and certain states continue to examine whether new requirements are necessary to improve the resiliency of communications networks. In 2022, the FCC adopted disaster response requirements for facilities-based wireless providers but deferred imposing similar requirements on cable and other communications networks. The FCC requires cable operators to report network outages that exceed a specified threshold and, in 2024, put in place regulations that mandate reporting on operational status and restoration information during . Some jurisdictions, such as California, have begun to impose new technical requirements on facilities-based wireline providers as part of their resiliency proceedings. Other states have undertaken examinations of storm resiliency, recovery, and customer impacts, which could lead to additional regulation of the industry. Each of these regulations restricts (or could restrict) our business practices to varying degrees and will impose (or could impose) substantial compliance costs. The FCC can aggressively enforce compliance with its regulations and consumer protection policies, including through the imposition of substantial monetary sanctions. It is possible that Congress or the FCC will expand or modify its regulations of cable systems in the future, and we cannot predict at this time how that might impact our business.
Broadband
Regulatory Classification. Broadband Internet access services were traditionally classified by the FCC as "information services" for regulatory purposes, a type of service that is subject to a lesser degree of regulation than "telecommunications services." In 2015, the FCC reversed this determination and classified broadband Internet access services as "telecommunications services." This reclassification had subjected our broadband Internet access service to greater regulation, although the FCC did not apply all telecommunications service obligations to broadband Internet access service. The 2015 Order (as defined below) could have had a material adverse impact on our business. In December 2017, the FCC adopted an order that in large part reversed again the 2015 Order and reestablished the "information service" classification for broadband Internet access service. The 2017 Order (as defined below) was affirmed in part on appeal in October 2019 insofar as it classified broadband Internet access services as information services subject to lesser federal regulation. However, the 2017 Order was also vacated in part on appeal insofar as it preempted states from subjecting broadband Internet access services to any requirements more stringent than the federal requirements. As a result, the precise extent to which state rules may impose such requirements, as well as other regulatory obligations, on broadband Internet access service providers is not fully settled. In 2024, the FCC reclassified broadband service as a common carrier telecommunications service under similar terms and conditions as the 2015 Order. The 2024 Order was stayed and, in 2025, vacated by the U.S. Sixth Circuit Court of Appeals. The Sixth Circuit a request for en banc rehearing, and that decision was not appealed.
Net Neutrality. The FCC's 2015 and 2024 Orders would have imposed "net neutrality" requirements on providers of broadband Internet access services, which included prohibitions on blocking, throttling and prioritizing Internet traffic. A number of states, including California and New York, have adopted legislation or executive orders that apply "net neutrality" rules to ISPs. The California legislation took effect in March 2021, and was upheld in 2022 by the Ninth Circuit Court of Appeals against a challenge by internet service providers. New York and New Jersey each have in place an executive order that requires entities contracting with state agencies to commit to and certify compliance with net neutrality principles across the market. These state requirements currently remain in place notwithstanding the court decision overturning the FCC’s net neutrality rules. In the wake of the Sixth Circuit decision, Congress may consider legislation codifying some form of “net neutrality” rules. The FCC or Congress could also address the extent to which states may also impose such rules or otherwise regulate broadband service.
Spectrum for Fixed Wireless . In 2025, Congress enacted legislation extending the FCC’s authority to hold spectrum auctions until 2034 and directing the FCC to auction at least 500 megahertz of spectrum by 2033. The additional spectrum made available by this auction could also be won by mobile carriers and others who use it to provide fixed wireless broadband service in competition with our wired broadband.
Digital Discrimination. Pursuant to a Congressional directive, the FCC adopted rules in 2023 to facilitate equal access to broadband internet access service by preventing digital discrimination of access, which the FCC defined as "policies or practices, not justified by genuine issues of technical or economic feasibility, that differentially impact consumers' access to broadband internet access service based on their income level, race, ethnicity, color, religion or national origin, or are intended to have such differential impact." The FCC rules include a process for bringing complaints against broadband providers that relate to digital discrimination. The rules took effect in March 2024 and have been challenged in court. We cannot predict the outcome of the litigation or how these rules will affect our broadband business, including deployment and pricing.
Consumer Labels. The FCC rules require broadband providers to display, at the point of sale, consumer labels with information about their broadband services. The labels must disclose certain information about broadband prices, introductory rates, data allowances, and speeds, and include links to information about network management practices, privacy policies, and, while it was in effect, the FCC's Affordable Connectivity Program ("ACP") for low-income households. The FCC's rules also require the labels to itemize monthly charges and fees, including regulatory fees passed through to consumers for any individual consumer's location. The requirement to display labels took effect in 2024. In 2025, the FCC proposed to revise the label requirements and eliminate certain requirements, including, among other things, the ACP requirements. That proceeding remains pending.
Access for Persons with Disabilities. The FCC's rules require us to ensure that persons with disabilities have access to "advanced communications services", such as electronic messaging and interoperable video conferencing. They also require that certain video programming delivered via Internet Protocol include closed captioning and require entities distributing such programming to end users to pass through such captions and identify programming that should be captioned.
Government Subsidies. The FCC and other federal agencies, as well as some states, direct subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved." Federal legislation and state programs have substantially increased the amount of such subsidies in recent years. This increase is expected to continue in all states in the coming years in connection with federal funding, although it is possible that the current Administration may seek to make changes to the relevant programs and funding levels. Eligibility criteria for the use of such subsidies do not always limit their use exclusively to areas lacking broadband access. We have sought this funding as have many other entities, including broadband services competitors and new entrants into such services. We have also opposed subsidies directed to areas that we already serve. There is no assurance that we will be successful in securing such funding or in preventing funding from being directed to our competitors in areas we already serve, nor any guarantee of the amount of funding we could receive. In 2022, we were authorized to receive subsidies from the FCC as part of the Rural Digital Opportunity Fund ("RDOF"). RDOF awards include a number of regulatory requirements and construction milestones. In 2024, we exited the RDOF program and no longer receive FCC universal service subsidies. The FCC could audit our compliance with RDOF during the period we received subsidies. If the government found that we to meet certain obligations, we could be subject to government . By accepting RDOF funding, we were required to participate in the federal Lifeline program, which provides low-income households with discounted voice and broadband services. After we exited RDOF, we also our eligible telecommunications carrier obligations, which eliminated our obligation to offer Lifeline. The FCC also administered the ACP, which provided subsidies for broadband providers that offered discounted broadband service to low-income households. Although funding for the program ended in 2024, the FCC continues to assess providers’ compliance.
Other Regulation. Providers of broadband Internet access services must comply with the Communications Assistance for Law Enforcement Act ("CALEA"), which requires providers to make their services and facilities accessible for law enforcement intercept requests. Various other federal and state laws apply to providers of services that are accessible through broadband Internet access service, including copyright laws, telemarketing laws, prohibitions on obscenity, a ban on unsolicited commercial e-mail, and privacy and data security laws. The online content we provide is also subject to some of these laws.
Other forms of regulation of broadband Internet access service currently being considered by the FCC, Congress or state legislatures include consumer protection requirements, billing and notifications requirements, cybersecurity requirements, consumer service standards, requirements to contribute to universal service programs and requirements to protect personally identifiable customer data from theft. Pending and future legislation in this area could adversely affect our operations as an ISP and our relationship with our Internet customers. While neither the FCC nor states currently regulate the price for broadband services generally, the state of New York enacted legislation that would regulate the price and terms for the broadband service offered to low-income households. This law was enjoined by a New York federal court, but the injunction was vacated on appeal and the Supreme Court has declined to hear an appeal. In 2025, the State of Connecticut also enacted legislation, which goes into effect in 2026, requiring certain broadband internet service providers to offer broadband service to low-income households at reduced rates.
Additionally, from time to time the FCC and Congress have considered whether to subject broadband Internet access services to the federal Universal Service Fund ("USF") contribution requirements. Any contribution requirements adopted for Internet access services would impose significant new costs on our broadband Internet service. At the same time, the FCC may also change the manner in which Universal Service funds are distributed. By focusing on broadband and wireless deployment, rather than traditional telephone service, changes could assist some of our competitors in more effectively competing with our service offerings.
Telephony Services
We provide telephony services using VoIP technology ("interconnected VoIP"), including through our CLEC subsidiaries and third-party service providers.
The FCC has adopted several regulations for interconnected VoIP services, as have several states, especially as it relates to core customer and safety issues such as E911, local number portability, disability access, outage reporting, universal service contributions, and regulatory reporting requirements. The FCC has not, however, formally classified interconnected VoIP services as either information services or telecommunications services. In this vacuum, some states have asserted more expansive rights to regulate interconnected VoIP services, while others have adopted laws that bar the state commission from regulating VoIP service. Several advocacy and labor organizations petitioned the FCC in 2022 to formally classify VoIP as a telecommunications service; however, the FCC has not taken any action on the petition. Classification of our VoIP services as telecommunications services could result in additional regulatory requirements and compliance costs. In 2025, in response to increased regulation of VoIP providers in
California, several providers petitioned the FCC to preempt California’s rules; the FCC has not yet taken action on that petition either.
Universal Service. Interconnected VoIP services must contribute to the USF used to subsidize communication services provided to low-income households, to customers in rural and high-cost areas, and to schools, libraries, and rural health care providers. The amount of universal service contribution required of interconnected VoIP service providers is based on a percentage of revenues earned from interstate and international services provided to end users. We allocate our end user revenues and remit payments to the universal service fund in accordance with FCC rules. The FCC has ruled that states may impose state universal service fees on interconnected VoIP providers.
Local Number Portability. The FCC requires interconnected VoIP service providers and their "numbering partners" to ensure that their customers have the ability to port their telephone numbers when changing providers. We also contribute to federal funds to meet the shared costs of local number portability and the costs of North American Numbering Plan Administration.
Other Regulation. Interconnected VoIP service providers are required to provide enhanced 911 emergency services to their customers; protect customer proprietary network information from unauthorized disclosure to third parties; report to the FCC on service outages; comply with telemarketing regulations and other privacy and data security requirements; (see "—Privacy Regulations" below); comply with disabilities access requirements and service discontinuance obligations; comply with call signaling requirements; and comply with CALEA standards. In addition, the FCC is currently considering whether to require VoIP providers to maintain backup power for certain network equipment, and California has adopted rules requiring VoIP providers to maintain seventy-two hours of network backup power in certain areas of the state facing elevated fire risks. The FCC also requires interconnect VoIP providers to report network outages that exceed a specified threshold.
We provide traditional telecommunications services in various states through our operating subsidiaries and third-party service providers, and those services are largely governed under rules established for CLECs under the Communications Act. The Communications Act entitles our CLEC subsidiaries to certain rights, but as telecommunications carriers, it also subjects them to regulation by the FCC and the states. Their designation as telecommunications carriers results in other regulations that may affect them and the services they offer.
Interconnection and Intercarrier Compensation. The Communications Act requires telecommunications carriers to interconnect directly or indirectly with other telecommunications carriers and networks, including VoIP. Under the FCC's intercarrier compensation rules, we (directly or through third-party service providers) are entitled, in some cases, to compensation from carriers when they use our network to terminate or originate calls and in other cases are required to compensate another carrier for using its network to originate or terminate traffic. The FCC and state regulatory commissions, including those in the states in which we operate, have adopted limits on the amounts of compensation that may be charged for certain types of traffic. In an October 2011 Order, the FCC determined that intercarrier compensation for all terminating traffic would be phased down over several years to a "bill-and-keep" regime, with no compensation between carriers for most terminating traffic. In 2020, the FCC adopted further reforms to phase down the rates for the origination of "toll-free" calls. The FCC also has a pending proceeding that could further reduce or eliminate compensation for remaining traffic.
Universal Service. Our CLEC subsidiaries and third-party service providers, as applicable, are required to contribute to the USF. The amount of universal service contribution required of us is based on a percentage of revenues earned from interstate and international services provided to end users. We allocate our end user revenues and remit payments to the universal service fund in accordance with FCC rules.
Other Regulation. Telecommunications services provided through our CLEC subsidiaries and third-party service providers are subject to other FCC requirements, including protecting the use and disclosure of customer proprietary network information; meeting certain notice requirements in the event of service termination; compliance with disabilities access requirements; compliance with CALEA standards; outage reporting; and the payment of fees to fund local number portability administration and the North American Numbering Plan. As noted above, the FCC and states are examining whether new requirements are necessary to improve the resiliency of communications networks, including heightened backup power requirements within the provider's network. Communications with our customers are also subject to FCC, FTC and state regulations on telemarketing and the sending of unsolicited commercial e-mail and fax messages, as well as additional privacy and data security requirements.
State Regulation. Telecommunications services provided through our CLEC subsidiaries and third-party service providers are subject to regulation by state commissions in each state where we provide services. In order to provide our services, we must seek approval from the state regulatory commission or be registered to provide services in each
state where we operate and may at times require local approval to construct facilities. Regulatory obligations vary from state to state and include some or all of the following requirements: filing tariffs (rates, terms, and conditions); filing operational, financial, and customer service reports; seeking approval to transfer the assets or capital stock of the broadband communications company; network resiliency and disaster recovery requirements; seeking approval to issue stocks, bonds and other forms of indebtedness of the broadband communications company; reporting customer service and quality of service requirements; outage reporting; making contributions to state universal service support programs; paying regulatory and state Telecommunications Relay Service and E911 fees; geographic build-out; and other matters relating to competition.
Mobile Service. In 2019, we launched a mobile service using our own core infrastructure and our infrastructure mobile virtual network operator ("iMVNO") agreements with Sprint (now T-Mobile) and other roaming partners, including AT&T. Our mobile wireless service is subject to most of the same FCC and consumer protection regulations as typical, network-based wireless carriers (such as E911 services, local number portability, privacy protection and constraints on billing and advertising practices). The FCC or other regulatory authorities may adopt new or different regulations that apply to our services or similarly situated providers, impose new taxes or fees, or modify the obligations of other network-based carriers to provide wholesale RAN access to providers like Optimum Communications.
Other Services
We may provide other services and features over our cable system, such as games and interactive advertising, which may be subject to a range of federal, state and local laws, such as privacy and consumer protection regulations and federal and state standards and regulations. We also maintain various websites that provide information and content regarding our businesses. The operation of these websites is also subject to a similar range of regulations.
Privacy Regulations
Our cable, Internet, voice, wireless and advertising services are subject to various federal, state, and local laws and regulations, as well as, in instances where we operate outside of the U.S., the laws and regulations of the countries and regions where we operate, regarding subscriber privacy, data security, data protection and data use. Our provision of Internet services subjects us to the limitations on use and disclosure of user communications and records contained in the Electronic Communications Privacy Act of 1986. Broadband Internet access service is also subject to various privacy laws applicable to electronic communications. We are subject to various state regulations and enforcement oversight related to our policies and practices covering the collection, use and disclosure of personal information. The California Consumer Privacy Act ("CCPA"), a comprehensive privacy act aimed at increasing disclosure requirements, privacy protections and the rights of consumers to identify and delete stored private data, subject to some limited business exceptions, has been in effect since January 1, 2020. Amendments to the CCPA under the California Privacy Rights Act of 2020 took effect on January 1, 2023 and provide certain additional disclosure requirements, privacy protections, and rights of consumers. Virginia adopted the Consumer Data Protection Act in 2021 which took effect on January 1, 2023. Colorado also adopted a comprehensive privacy act in 2021, as did Utah and Connecticut in 2022, that also impose disclosure requirements, privacy protections and the rights of consumers to opt out of certain data sharing. Those laws took effect in 2023. The Texas Data Privacy and Security Act, which creates similar disclosure requirements, privacy protections and consumer privacy rights, took effect on January 1, 2024.
The FCC, in 2023, expanded its data breach notification reporting obligations applicable to telecommunications carriers and interconnected VoIP providers, which could cause us to incur additional compliance costs. That order was upheld in 2025 by the U.S. Sixth Circuit Court of Appeals, which subsequently granted the FCC’s motion to hold the decision in abeyance while the FCC reviews. In 2024, Kentucky, among other states, passed a comprehensive consumer privacy law. As with existing state consumer privacy laws in California, Virginia, and Connecticut, among other states, this law creates disclosure requirements, privacy protections and consumer privacy rights for covered businesses. The Kentucky law will take effect January 1, 2026. Similarly, the New Jersey legislature passed a comprehensive consumer privacy law in January 2024, which took effect January 16, 2025. We expect further scrutiny of privacy practices at all levels of government in the areas where we operate. Implementing and updating systems and processes to comply with new rules could impact our business opportunities and impose operating costs on the business.
Our Optimum Media business conducts limited business with customers that advertise in the European Union ("EU") and in the United Kingdom ("UK"). As such, we have certain compliance obligations with EU member state, as well as UK laws and regulations, including compliance obligations under the General Data Protection Regulation
("GDPR") and UK GDPR, and bear potential enforcement risks and fines if we fail to comply, even as the application of those regulations to some of our operations are unclear or are unknown.
Environmental Regulations
Our business operations are subject to environmental laws and regulations, including regulations governing the use, storage, disposal of, and exposure to hazardous materials, the release of pollutants into the environment and the remediation of contamination. These requirements may also be more stringent in some areas where we receive federal broadband subsidies. In part as a result of the increasing public awareness concerning the importance of environmental regulations, these regulations have become more stringent over time. Amended or new regulations could impact our operations and costs.
Available Information and Website
We make available free of charge, through our investor relations section at our website, http://www.optimum.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the U.S. Securities and Exchange Commission ("SEC"). These reports and other information are also available on the SEC’s website at https://www.sec.gov. We periodically provide other information for investors on our website and LinkedIn pages, including news and announcements regarding our financial performance and business operations. We encourage investors and other stakeholders to review the information we post on these channels. Website references and social media channels in this report are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the sources. Therefore, such information should not be considered part of this report.
Item 1A. Risk Factors
Summary of Risk Factors
Our business is subject to a number of risks that may impact our business and prospects. The following summary identifies certain risk factors that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, and results of operations. These and other risks are discussed in detail in the section that follows.
Risk Factors Relating to Our Business and Our Indebtedness
• We operate in a highly competitive business environment.
• We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.
• Programming and retransmission costs are increasing and disputes with programmers and the inability to retain or obtain popular programming can adversely affect our relationship with customers.
• We may not be able to successfully implement our growth strategy.
• The financial markets are subject to volatility and disruptions, which may adversely affect our business.
• We are highly leveraged and have substantial indebtedness and may incur additional indebtedness. We need to refinance or repay our debt obligations as they come due and otherwise comply with our obligations under the governing agreements, and failure to do so could materially adversely affect our business, financial condition, liquidity, and results of operations.
• We have in past periods incurred substantial losses from operations, and we may do so in the future.
• A lowering or withdrawal of the ratings assigned to our or our subsidiaries' debt securities and credit facilities by ratings agencies may increase our future borrowing costs and reduce our access to capital.
• Our subsidiaries' ability to meet obligations under their indebtedness may be restricted by limitations on our other subsidiaries' ability to send funds.
• We are subject to significant restrictive covenants under the agreements governing our indebtedness.
• We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing indebtedness obligations and meet other obligations; we may also engage in extraordinary transactions that involve the incurrence of large amounts of indebtedness.
• Changes or uncertainty in respect of interest rate benchmarks may affect our sources of funding.
• We depend on third-party vendors for certain equipment, hardware, licenses, and services in the conduct of our business.
• Changes to trade policy, to the extent applicable to equipment we or our customers use, could adversely affect our business and results of operations.
• Disruptions to our networks, infrastructure, and facilities could impair our operating activities and negatively impact our reputation and financial results.
• If we experience a significant cybersecurity incident or fail to detect and appropriately respond to a significant cybersecurity incident, our results of operations and reputation could suffer.
• Issues related to the use of AI in our business could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business.
• The terms of existing or new collective bargaining agreements can increase our expenses. Labor disruptions could adversely affect our business, financial condition, and results of operations.
• A significant amount of our book value consists of intangible assets that may not generate cash in the event of a voluntary or involuntary sale.
• We have engaged and may in the future engage in acquisitions, dispositions, and other strategic transactions and the integration of such acquisitions, the sales of assets, and other strategic transactions could materially adversely affect our business, financial condition, and results of operations.
• Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.
• Our business depends on intellectual property rights and on not infringing on others' intellectual property rights.
• We may be liable for the material that content providers distribute over our networks.
• If we are unable to retain and hire new key employees, our ability to manage our business could be adversely affected.
• Impairment of the Altice brand or Mr. Drahi's reputation could adversely affect current and future customers' and other stakeholders' perception of Optimum Communications, which was formerly known as Altice USA.
• Macroeconomic developments may adversely affect our business.
• Online piracy could result in reduced revenues and increased expenditures.
Risk Factors Relating to Regulatory and Legislative Matters
• Our business is subject to extensive governmental legislation and regulation.
• Our cable system franchises are subject to non-renewal or termination.
• Our cable system franchises are non-exclusive.
• Local franchising authorities have the ability to impose additional regulatory constraints on our business.
• Further regulation of the cable industry could restrict our marketing options or impair our ability to raise rates.
• We may be materially adversely affected by regulatory changes related to pole attachments and the regulatory environment related to pole attachments could impede our ability to expand into new markets.
• Changes in channel carriage regulations could impose significant additional costs on us.
• Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.
• Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.
• Our mobile service exposes us to regulatory risk.
• We may be materially adversely affected by regulatory, legal, and economic changes relating to our physical plant.
• We may be adversely affected if other parties are able to receive government subsidies to overbuild our plant, or if subsidies we receive to construct facilities or support low-income subscribers are modified or run out .
Risk Factors Relating to Ownership of Our Class A Common Stock and Class B Common Stock
• An active, liquid trading market for our Class B common stock has not developed and we cannot assure you that an active, liquid trading market will develop in the future.
• Our stockholders' percentage ownership in us may be diluted by future issuances of capital stock.
• We have no current plans to pay cash dividends on our Class A common stock or Class B common stock for the foreseeable future.
• Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price of our Class A common stock to decline.
• The tri-class structure of Optimum Communications common stock has the effect of concentrating voting control with Next Alt.
• Next Alt controls us and its interests may conflict with ours or our stockholders in the future.
• Anti-takeover provisions in our organizational documents could prevent a change of control transaction.
• Holders of a single class of Optimum Communications common stock may not have any remedies if an action by our directors has an adverse effect on only that class of Optimum Communications common stock.
• We are a "controlled company" within the meaning of the rules of the New York Stock Exchange ("NYSE").
• If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A common stock, or if our operating results do not meet their expectations, the market price of our Class A common stock could decline.
• We have been subject to securities class action litigation in the past and could be subject to securities class action litigation in the future.
• Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders.
Risk Factors Relating to Our Business and Our Indebtedness
We operate in a highly competitive business environment which could materially adversely affect our business, financial condition, results of operations, and liquidity.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Some of our competitors include Verizon (including former Frontier operations), AT&T, T-Mobile, Charter, Comcast, and emerging satellite-based broadband providers, as well as DirecTV, DISH, Lumen's consumer brands, including CenturyLink and Quantum Fiber, and other providers. Overbuilders in our markets now include not only smaller regional providers but also large national cable and fiber operators, including Comcast and Charter, which are deploying substantial new network mileage in portions of our footprint. In addition, our video services compete with all other sources of leisure, news, information and entertainment, including movies, sporting or other live events, radio broadcasts, home-video services, console games, print media, and the Internet.
In some instances, our competitors have fewer regulatory burdens, easier access to financing, greater resources, greater operating capabilities and efficiencies of scale, stronger brand-name recognition, longstanding relationships with regulatory authorities and customers, more customers, more flexibility to offer promotional packages at prices lower than ours and greater access to programming or other services. This competition creates pressure on our pricing and has adversely affected, and may continue to affect, our ability to add and retain customers, which in turn adversely affects our business, financial condition, and results of operations. The effects of competition may also adversely affect our liquidity and ability to service our debt. For example, we face intense competition from Verizon, which has constructed FTTH network infrastructure that passes a significant number of households in our New York metropolitan service area, including through fiber assets acquired from Frontier. We estimate that Verizon, together with other fiber-based service providers, is to sell fiber-based services to over two-thirds of the households in our footprint in New York, New Jersey, and Connecticut combined and may expand these and other service offerings to more customers in the future. We also face increasing competition from AT&T and other fiber-based service providers in various markets in our south-central United States service area, who we estimate are currently to sell fiber products to approximately half of these households. As a result of Verizon's recent acquisition of Frontier, Verizon now offers DSL and FTTH broadband service and competes with us in most of our Connecticut service area, as well as parts of our Texas, West Virginia, Arizona, and California service areas. The Frontier acquisition has further consolidated the fiber broadband market and may increase competitive pressures in certain of our service areas. While the extent of our competitors’ build-out and sales activity in service areas is to assess because it is based on visual inspections and other limited estimating techniques and therefore serves only as an approximation, the fiber build out by competitors in our service areas is significant.
Our competitive risks are heightened by the rapid technological change inherent in our business, evolving consumer preferences and the growing availability of automation, digital self-service, and AI-enabled customer engagement platforms, which may allow competitors to deliver services more efficiently and at lower cost. We may need to anticipate far in advance which technology we should use for the development of new products and services or the enhancement of existing products and services. The failure to accurately anticipate such changes may adversely affect our ability to attract and retain customers, which in turn could adversely affect our business, financial condition, and results of operations. Consolidation and cooperation in our industry may allow our competitors to acquire service capabilities or offer products that are not available to us or offer similar products and services at prices lower than ours.
In addition, certain of our competitors own directly or are affiliated with companies that own programming content or have exclusive arrangements with content providers that may enable them to obtain lower programming costs or offer exclusive programming that may be attractive to prospective customers.
We face intense competition from the delivery of video content over the Internet directly to consumers (OTT). This competition originates from various sources, including Netflix, Hulu, Disney+, Apple TV, YouTube TV, Amazon Prime, Sling TV, DirecTV (including its streaming service), and emerging specialized sports platforms. Major content trends, such as the consolidation of content ownership, the proliferation of “Free Ad-Supported Streaming TV” services, and the aggressive migration of marquee live sports and premium content to exclusive streaming platforms, are diminishing the perceived value of the traditional cable bundle. Content owners such as Warner Bros.
Discovery (HBO Max), Paramount Global (Paramount+), and The Walt Disney Company (Disney+) are increasingly prioritizing their direct-to-consumer services over traditional distribution channels, often selling programming directly to our customers without requiring a video subscription. Additionally, major broadcast network owners now utilize services such as Peacock, Paramount+, and Fox One to distribute local broadcast feeds and live sports directly to consumers. These competitors, including virtual MVPDs, often operate under different regulatory frameworks than traditional Title VI operators, enabling them to distribute local broadcast programming without the same retransmission consent obligations or carriage fees that we incur. This regulatory asymmetry, combined with the widespread adoption of technology (e.g., smart TVs) that allow consumers to forgo our equipment, continues to adversely affect subscriber retention and demand for our video services.
Our video services also face competition from broadcast television stations, entities that make digital video recorded movies and programs available for home rental or sale, satellite master antenna television ("SMATV") systems, which generally serve large MDUs under an agreement with the landlord and service providers and open video system operators. Private cable systems can offer improved reception of local television stations and many of the same satellite-delivered program services that are offered by cable systems. SMATV systems currently benefit from operating advantages not available to franchised cable systems, including fewer regulatory burdens. Cable television has also long competed with broadcast television, which consists of television signals that the viewer is able to receive without charge using an "off-air" antenna. The extent of such competition is dependent upon the quality and quantity of broadcast signals available through "off-air" reception, compared to the services provided by the local cable system. The use of radio spectrum now provides traditional broadcasters with the ability to deliver HD television pictures and multiple digital-quality program streams. There can be no assurance that existing, proposed or as yet undeveloped technologies will not become dominant in the future and render our video service offering less or even .
Mobile broadband providers increasingly provide Fixed Wireless Access ("FWA") services that can substitute for our fixed broadband service. These 5G FWA services from T-Mobile and Verizon, for example, in addition to services such as 4G, LTE, and other 5G (and variants) wireless broadband services and WiFi networks, as well as devices such as wireless data cards, tablets, and smartphones, and mobile wireless routers that connect to such devices, also compete with our broadband services both for on premises broadband service and mobile broadband. All major wireless carriers have started to offer unlimited data plans, which could, in some cases, become a substitute for the fixed broadband services we provide. The FCC is likely to continue to make additional radio spectrum available for these wireless Internet access services, which in time could expand the quality and reach of these services.
Our broadband service faces competition from wired and wireless providers. Most broadband communications companies, which already have wired networks, an existing customer base and other operational functions in place (such as billing and service personnel), offer DSL, cable, or FTTH/FTTP services. We believe these services compete with our broadband service and are often offered at prices comparable to or lower than our Internet services and, despite sometimes being offered at speeds lower than the speeds we offer, are capable of serving as substitutes for some consumers. In addition, to the extent that these providers’ networks are more ubiquitously deployed, such as traditional telephone networks, they may be in a better position to offer Internet services to businesses passed by their networks on a more economic or timely basis than we can, even if the services they offer are arguably inferior. They may also increasingly have the ability to combine video services, mobile services, and telephone and Internet services offered to their customers, either directly or through co-marketing agreements with other service providers. Additionally, federal legislation has substantially increased the amount of subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved" in recent years, which could result in increased competition for our broadband services.
Our telephony services, including the mobile wireless voice and data service that we launched in 2019, compete directly with established broadband communications companies and other carriers, including wireless providers, as increasing numbers of homes are replacing their traditional telephone service with wireless telephone service. We also compete against VoIP providers like Vonage, Microsoft Teams, Facetime, WhatsApp, and magicJack that do not own networks but can provide service to any person with a broadband connection, in some cases free of charge. Our telephony services also face competition from substitute services such as SMS, chat, Apple Messaging, WhatsApp and similar communications services.
In addition, we compete against ILECs, other CLECs, IP-enabled communications service providers, and long-distance voice-service companies for large commercial and enterprise customers. While we compete with the ILECs, we also enter into interconnection agreements with ILECs so that our customers can make and receive calls to and from customers served by the ILECs and other telecommunications providers. Federal and state law and regulations
require ILECs to enter into such agreements and provide facilities and services necessary for connection, at prices subject to regulation. The specific price, terms, and conditions of each agreement, however, depend on the outcome of negotiations between us and each ILEC. Interconnection agreements are also subject to approval by the state regulatory commissions, which may arbitrate negotiation impasses. We have entered into interconnection agreements with Verizon for New York, New Jersey, and portions of Connecticut (including agreements with former Frontier operations for portions of Connecticut), which have been approved by the respective state commissions. We have also entered into interconnection agreements with other ILECs in New York and New Jersey and in each of the other states where we offer VoIP and telecommunications services. These agreements, like all interconnection agreements, are for limited terms and upon expiration are subject to renegotiation, potential arbitration, and approval under the laws in effect at that time.
Our advertising business faces competition from traditional and non-traditional media outlets, such as television and radio stations, traditional print media, and the Internet, including Meta, Google, and others.
We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.
The broadband communications industry has undergone significant technological development over time and these changes continue to affect our business, financial condition, and results of operations. Such changes have had, and will continue to have, a profound impact on consumer expectations and behavior. Our video business faces technological change risks as a result of the continuing development of new and changing methods for delivery of programming content such as Internet-based delivery of movies, shows and other content which can be viewed on televisions, wireless devices, and other developing mobile devices. Consumers' video consumption patterns are also evolving, for example, with more content being downloaded for time-shifted consumption. A proliferation of delivery systems for video content can adversely affect our ability to attract and retain customers and demand for our services and it can also decrease advertising demand on our delivery systems. Our broadband business faces technological challenges from rapidly evolving wireless Internet solutions. Our telephony service offerings face technological developments in the proliferation of telephony delivery systems including those based on Internet and wireless delivery. If we do not develop or acquire and successfully implement new technologies, we will limit our ability to compete effectively for customers, content and advertising.
Many of our video customers take delivery of their services through our set-top box, although customers are increasingly able to enjoy these services through other devices, for example, Roku, Amazon Fire TV, Google TV, Apple TV, and other connected-TV platforms, which eliminates or reduces the need to use our devices. We may be required to make material capital and other investments to keep up with technological change. These challenges could adversely affect our business, financial condition, and results of operations.
In 2019, we launched our mobile wireless voice and data service. We believe this product offering will enable us to deliver greater value and more benefits to customers by offering mobile voice and data services, in addition to our broadband, video, and telephony services. Some of our competitors already offer, or have announced plans to offer, their own offerings that bundle two or more of their broadband, video, telephony, and mobile voice and data services. If our customers do not view our service offerings as competitive with those offered by our competitors, we could experience increased customer churn. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect from offering mobile voice and data services to new or existing customers, in the timeframe we anticipate. In addition, we may be required to make material capital and other investments to develop and maintain this business and to keep up with technological change. These challenges could adversely affect our business, financial condition, and results of operations.
Programming and retransmission costs are increasing and we may not have the ability to pass these increases on to our customers. Disputes with programmers and the inability to retain or obtain popular programming can adversely affect our relationship with customers and lead to customer losses, which could materially adversely affect our business, financial condition, and results of operations.
Programming costs are one of our largest categories of expenses. In recent years, the cost of programming in the multichannel video distribution industry has increased significantly and is expected to continue to increase, particularly with respect to costs for sports programming and broadcast networks. We may not be able to pass programming cost increases on to our customers due to the increasingly competitive environment. If we are unable to pass these increased programming costs on to our customers, our results of operations would be adversely affected. Moreover, programming costs are related directly to the number of customers to whom the programming is provided. Our smaller customer base relative to our competitors may limit our ability to negotiate lower per-customer
programming costs, which could result in reduced operating margins relative to our competitors with a larger customer base.
The expiration dates of our various programming contracts are staggered, which results in the expiration of a portion of our programming contracts throughout each year. We attempt to control our programming costs and, therefore, the cost of our video services to our customers, by negotiating favorable terms for the renewal of our affiliation agreements with programmers. On certain occasions in the past, such negotiations have led to disputes with programmers that have resulted in periods during which we did not carry, or decided to stop carrying, a particular broadcast network or programming service or services. For example, in December 2025, New England Sports Network was removed from our lineups. Negotiating impasses are relatively common. To the extent we are unable to reach agreement with certain programmers on terms we believe are reasonable, we may be forced to, or determine for strategic or business reasons to, cease negotiations with such programmers and remove the associated programming channels from our line-up and may decide to replace such programming channels with other programming channels, which may not be available on acceptable terms or be as attractive to customers. Such , or the removal or replacement of programming, may some of our customers and can lead to customer , publicity, regulatory inquiries, and the potential of customers, which could have a material effect on our business, financial condition, results of operations, and liquidity. There can be no assurance that our existing programming contracts will be renewed on or comparable terms, or at all, or that the rights we negotiate will be adequate for us to execute our business strategy.
We may also be subject to increasing financial and other demands by broadcast stations. Federal law allows commercial television broadcast stations to make an election between "must-carry" rights and an alternative "retransmission consent" regime. Local stations that elect "must-carry" are entitled to mandatory carriage on our systems, but at no fee. When a station opts for retransmission consent, cable operators negotiate for the right to carry the station's signal, which typically requires payment of a per-customer fee. Our retransmission agreements with stations expire from time to time. Upon expiration of these agreements, we may carry some stations under short-term arrangements while we attempt to negotiate new long-term retransmission agreements. In connection with any negotiation of new retransmission agreements, we may become subject to increased or additional costs, which we may not be able to pass on to our customers. To the extent that we cannot pass on such increased or additional costs to customers or offset such increased or additional costs through the sale of additional services, our business, financial condition, results of operations, and liquidity could be materially adversely affected. In addition, in the event contract negotiations with stations are unsuccessful, we could be required, or determine for strategic or business reasons, to cease carrying such stations' signals, possibly for an indefinite period. Any of stations could make our video service less to our customers, which could result in a of customers, which could have a material effect on our business, financial condition, results of operations, and liquidity. There can be no assurance that any expiring retransmission agreements will be renewed on or comparable terms, or at all.
The broadcast television sector is undergoing rapid consolidation, evidenced by the proposed acquisition of Tegna Inc. by Nexstar Media Group and ongoing regulatory discussions regarding the potential increase or elimination of the Federal Communications Commission’s 39% national television ownership cap. This trend toward massive scale empowers large-station groups with significant market leverage in retransmission consent negotiations, enabling them to demand supra-competitive rate increases and impose "tying" arrangements that condition the carriage of essential, high-rated local broadcast signals on the forced purchase of unrelated, lower-demand cable networks or digital tiers. As these entities aggregate control over key network affiliates across critical markets, our bargaining power may diminish, increasing the likelihood of carriage disputes, service blackouts, and substantial hikes in per-subscriber programming fees that, if passed on to consumers, could accelerate subscriber churn or, if absorbed, significantly compress our operating margins and profitability.
We may not be able to successfully implement our growth strategy.
Our future growth, profitability, and results of operations depend upon our ability to successfully implement our business strategy, which, in turn, is dependent upon a number of factors, including our ability to continue to:
• simplify and optimize our organization;
• reinvest in infrastructure and content;
• invest in sales, marketing and innovation;
• enhance the customer experience;
• drive revenue and cash flow growth; and
• opportunistically grow through value-accretive acquisitions.
There can be no assurance that we can successfully achieve any or all of the above initiatives in the manner or time period that we expect. Furthermore, achieving these objectives will require investments which may result in short-term costs without generating any current revenues and therefore may be dilutive to our earnings. We cannot provide any assurance that we will realize, in full or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial condition, and results of operations. In addition, if we are unable to continue improving our operational performance and customer experience we may face a decrease in new customers and an increase in customer churn, which could have a material adverse effect on our business, financial condition, and results of operations. For example, there can be no assurance that we will be able to successfully implement our plan to expand and upgrade our network within the anticipated timeline or at all or within the cost parameters we currently expect. Similarly, we may not be in growing our mobile voice and data services on our anticipated timeline or realize, in full or in part, the anticipated benefits we expect from offering such services, and we may face technological, financial, legal, regulatory or other in pursuing these or other initiatives.
The financial markets are subject to volatility and disruptions, which have in the past, and may in the future, adversely affect our business, including by affecting the cost of new capital and our ability to fund acquisitions or other strategic transactions.
From time to time the capital markets experience volatility and disruption. Volatility in the capital markets may be impacted by a number of factors. Some of the main factors which have recently contributed to capital markets volatility include, but are not limited to, inflationary pressures, the outlook for interest rates, the military conflicts between Russia and Ukraine and in the Middle East, and other geopolitical events. There can be no assurance that market conditions will not be volatile or worsen in the future.
Financial market disruptions may be accompanied by a broader economic downturn, which historically has led to lower demand for our products, such as video services, as well as lower levels of television advertising, and increased incidence of customers' inability to pay for the services we provide. A recurrence of these conditions may adversely impact our business, financial condition, and results of operations.
We rely on the capital markets, particularly for offerings of debt securities and borrowings under syndicated facilities, to meet our financial commitments and liquidity needs if we are unable to generate sufficient cash from operations to fund such anticipated commitments and needs and to fund acquisitions or other strategic transactions. Adverse changes in credit markets, including rising interest rates, could increase our cost of borrowing or make it more difficult for us to obtain financing for our operations or to refinance existing indebtedness. Disruptions or volatility in the capital markets could also adversely affect our ability to refinance on satisfactory terms, or at all, our scheduled debt maturities and could adversely affect our ability to draw on our revolving credit facilities.
Persistent disruptions in the capital markets as well as the broader global financial market could increase our interest expense, adversely affecting our business, financial position, results of operations, and liquidity.
Our access to funds under our revolving credit facilities is dependent on the ability of the financial institutions that are parties to those facilities to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Moreover, the obligations of the financial institutions under our revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
Longer term, volatility and disruptions in the capital markets and the broader global financial market as a result of uncertainty, changing or increased regulation of financial institutions, reduced alternatives or failures of significant financial institutions could adversely affect our access to the liquidity needed for our businesses. Such disruptions could require us to take measures to conserve cash or impede or delay potential acquisitions, strategic transactions, and refinancing transactions until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.
We are highly leveraged and have substantial indebtedness, which must be repaid or refinanced periodically. This high leverage reduces our capability to withstand adverse developments or business conditions. If we do not repay or refinance our debt obligations when they become due, or do not otherwise comply with certain terms of our indentures, credit facilities, and other agreements governing our indebtedness, we would be in default under those agreements. Such a default could have a material adverse effect on our business, financial condition, liquidity, and results of operations. Additionally, if we incur additional indebtedness, such indebtedness could further exacerbate the risks associated with our substantial indebtedness.
Our subsidiaries have incurred substantial amounts of indebtedness, including to finance the Cequel Acquisition, the Cablevision Acquisition, and other strategic initiatives, as well as to support ongoing operations, network upgrades and expansions, new service launches, programming costs, and for general corporate purposes. We may incur additional indebtedness in the future to fund our operations, which may include capital-intensive initiatives. At December 31, 2025, the carrying value of our total aggregate consolidated indebtedness, including finance leases, was approximately $26.2 billion. During 2025, we entered into a receivables facility loan agreement, which was subsequently refinanced in January 2026, resulting in the incurrence of approximately $1.1 billion of additional indebtedness. As a result, our overall indebtedness increased, along with interest expense. As of December 31, 2025, we had $7.4 billion of long-term debt maturing in 2027. Our ability to repay this debt in 2027 will be dependent on our ability to successfully refinance the debt or raise additional capital. While management is pursuing refinancing this debt and raising additional capital, there is no assurance these efforts will be successful. A failure to secure committed sources of funding to refinance this debt by April 2026 may raise substantial doubt about our ability to continue as a going concern in the future.
Because we are highly leveraged, our payments on our indebtedness are significant in relation to our revenues and cash flow, which exposes us to significant risk in the event of downturns in our businesses (whether through competitive pressures or otherwise), our industry or the economy generally, since our cash flows would decrease but our required payments under our indebtedness would not. Decreases in our revenues combined with stable or increased operating costs (and corresponding reduction in our cash flows) would therefore adversely affect our ability to make interest or principal payments on our indebtedness as they come due. Further, downturns in our business, our industry or the economy generally may also impact our ability to comply with the covenants and restrictions in our indentures, credit facilities, and other agreements governing our indebtedness and may impact our ability to pay or refinance our indebtedness as it comes due.
Our ability to repay or refinance our debt obligations when they become due depends, in part, on the availability of capital and the willingness of market participants to provide credit to us. In addition, certain of our creditors (collectively, the “Co-Op”) have entered into a cooperation agreement, which may restrict such creditors from participating in financing transactions with us, except as approved by the Co-Op. Members of the Co-Op represent a significant percentage of the holders of our outstanding indebtedness, and the existence of the Co-Op may result in a significant limitation on our ability to access the syndicated loan market or the market for high yield bonds, along with our ability to refinance our existing indebtedness, extend the maturities of our indebtedness or consummate strategic transactions to manage our liabilities, on favorable terms, or at all.
If we do not repay or refinance our debt obligations when they become due or do not otherwise comply with the covenants and restrictions in our indentures, credit facilities, and other agreements governing our indebtedness, we would be in default under those agreements and the underlying debt could be declared immediately due and payable. In addition, any default under any of our indentures, credit facilities or other agreements governing our indebtedness could lead to an acceleration of debt under any other debt instruments or agreements that contain cross-acceleration or cross-default provisions. If the indebtedness incurred under our indentures, credit facilities, and other agreements governing our indebtedness were accelerated, we would not have sufficient cash to repay amounts due thereunder. A default on our debt could have a material adverse effect on our business, financial condition, liquidity, and results of operations. To avoid a default, we could be required to defer capital expenditures, sell assets, seek strategic investments from third parties or otherwise reduce or eliminate discretionary uses of cash. However, if such measures were to become necessary, there can be no assurance that we would be to sell sufficient assets or raise strategic investment capital sufficient to meet our scheduled debt maturities as they come due. In addition, any significant reduction in necessary operating or capital expenditures could affect our ability to retain our existing customer base and obtain new customers, which would affect our business, financial position, and results of operations.
Our overall leverage and the terms of our financing arrangements could also:
• make it more difficult for us to satisfy obligations under our outstanding indebtedness;
• limit our ability to obtain additional debt or equity financing in the future, including for working capital, capital expenditures or acquisitions, and increase the costs of such financing;
• limit our ability to refinance our indebtedness on terms acceptable to us or at all;
• limit our ability to adapt to changing market conditions;
• restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;
• require us to dedicate a significant portion of our cash flow from operations to paying the principal of and interest on our indebtedness, thereby limiting the availability of our cash flow to fund future capital expenditures, working capital, research and development, and other corporate purposes;
• increase our vulnerability to or limit our flexibility in planning for, or reacting to, changes in our business and the broadband communications industry generally as well as general economic conditions, including the risk of increased interest rates;
• place us at a competitive disadvantage compared with competitors that have a less significant debt burden; and
• adversely affect public perception of us and our brands.
In addition, a substantial amount of our indebtedness bears interest at variable rates. If market interest rates increase, our variable-rate debt will have higher debt service requirements, which could adversely affect our cash flows and financial condition. For more information, see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk." Although we have historically entered into, and may in the future enter into, hedging arrangements to limit our exposure to an increase in interest rates or to other risks, such arrangements may not offer complete protection from these risks. In addition, the nature of these hedges could prevent us from realizing benefits we would have received had the hedge not been put in place, such as if interest rates fall.
The terms of our existing indebtedness restrict, but do not prohibit, us from incurring additional indebtedness. We may increase our consolidated indebtedness for various business reasons, which might include, among others, financing acquisitions or other strategic transactions and initiatives, funding prepayment premiums, if any, on the debt we refinance, funding distributions to our shareholders or general corporate purposes. If we incur additional indebtedness, such indebtedness will be added to our current debt levels and the above-described risks we currently face could be magnified.
We have in past periods incurred substantial losses from operations, and we may do so in the future, which may reduce our ability to raise needed capital.
We have in the past incurred substantial losses from operations and we may do so in the future. Significant losses from operations could limit our ability to raise any needed financing, or to do so on favorable terms, as such losses could be taken into account by potential investors, lenders, and the organizations that issue investment ratings on our indebtedness.
A lowering or withdrawal of the ratings assigned to our or our subsidiaries' debt securities and credit facilities by ratings agencies may increase our future borrowing costs and reduce our access to capital.
Credit rating agencies continually revise their ratings for companies they follow. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In addition, developments in our business and operations or the amount of indebtedness incurred could lead to a ratings downgrade on our or our subsidiaries' indebtedness. In May 2024, S&P lowered our issuer credit rating to CCC+ and Moody's Investors Service ("Moody's") lowered CSC Holdings, LLC's ("CSC Holdings") corporate family rating to Caa2. These credit ratings remain unchanged as of January 2026 for S&P, and December 2025 for Moody's. The decline in our debt rating and the debt rating for our subsidiaries' debt securities and credit facilities may result in higher borrowing costs and more restrictive covenants in our indentures and credit facilities. In addition, there can be no assurance that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Our credit rating (including the credit rating assigned to our subsidiaries’ debt securities and credit facilities) has in the past been and may continue to be impacted by a number of factors, including the state of the U.S. economy, factors affecting the broadband communications and video service industry, our operating performance, and our financing activities. A of our financial position or a further of our or our subsidiaries' ratings for any reason may impact our ability to access debt markets in the future or increase our cost of future debt which could have a material effect on our business, financial
condition, and results of operations, which in return may adversely affect the market price of shares of our Class A common stock.
Our subsidiaries' ability to meet obligations under their indebtedness may be restricted by limitations on our other subsidiaries' ability to send funds.
Our primary debt obligations have been incurred by our subsidiaries, mainly CSC Holdings and most recently Cablevision Litchfield, CSC Optimum and Cablevision Funding LLC, in addition to Lightpath. A portion of the indebtedness incurred by CSC Holdings is not guaranteed by any of its subsidiaries. CSC Holdings is primarily a holding company whose ability to pay interest and principal on such indebtedness is wholly or partially dependent upon the operations of its subsidiaries and the distributions or other payments of cash, in the form of distributions, loans or advances, those other subsidiaries deliver to our indebted subsidiaries. Our subsidiaries are separate and distinct legal entities and, unless any such subsidiaries has guaranteed the underlying indebtedness, have no obligation, contingent or otherwise, to pay any amounts due on our indebted subsidiaries' indebtedness or to make any funds available to our indebted subsidiaries to do so. These subsidiaries may not generate enough cash to make such funds available to our indebted subsidiaries and in certain circumstances legal and contractual restrictions may also limit their ability to do so.
Also, our subsidiaries' creditors, including trade creditors, in the event of a liquidation or reorganization of any subsidiary, would be entitled to a claim on the assets of such subsidiaries, including any assets transferred to those subsidiaries, prior to any of our claims as a stockholder and those creditors are likely to be paid in full before any distribution is made to us. To the extent that we are a creditor of a subsidiary, our claims could be subordinated to any security interest in the assets of that subsidiary or any indebtedness of that subsidiary senior to that held by us.
We are subject to significant restrictive covenants under the agreements governing our indebtedness.
The indentures, credit facilities, and agreements governing the indebtedness of our subsidiaries contain various negative covenants that restrict our subsidiaries' (and their respective subsidiaries') ability to, among other things:
• incur additional indebtedness and guarantee indebtedness;
• pay dividends or make other distributions, or repurchase or redeem capital stock;
• prepay, redeem or repurchase subordinated debt or equity;
• issue certain preferred stock;
• make loans and investments;
• sell assets;
• incur liens;
• enter into transactions with affiliates;
• create or permit any encumbrances or restrictions on the ability of their respective subsidiaries to pay dividends or make other distributions, make loans or advances or transfer assets, in each case to such subsidiary, or its other restricted subsidiaries; and
• consolidate, merge or sell all or substantially all of their assets.
We are also subject to certain affirmative covenants under our subsidiary's revolving credit facility, which, among other things, require our operating subsidiaries to maintain a specified financial ratio if there are any outstanding loans thereunder. Our ability to meet these financial ratios may be affected by events beyond our control and, as a result, there can be no assurance that we will be able to meet these ratios.
Violation of these covenants could result in a default that would permit the relevant creditors to require the immediate repayment of the borrowings thereunder, which could result in a default under other debt instruments and agreements that contain cross-default provisions and, in the case of our revolving credit facility, permit the relevant lenders to restrict the relevant borrower's ability to borrow undrawn funds under such revolving credit facility. A default under any of the agreements governing our indebtedness could materially adversely affect our business, financial condition, liquidity, and results of operations.
As a result, we may be:
• limited in how we conduct our business;
• unable to raise additional debt or equity financing to operate our business, including during general economic or business downturns; or
• unable to compete effectively or to take advantage of new business opportunities.
These restrictions could have a material adverse effect on our ability to grow in accordance with our strategy and on the value of our debt and equity securities. In addition, in light of our leverage profile and credit market conditions, future amendments, refinancings or new financing arrangements may impose additional or more restrictive limitations on our operational and financial flexibility.
We will need to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing indebtedness obligations and meet other obligations and the failure to do so successfully could have a material adverse effect on our business, financial condition, liquidity, and results of operations. We may also engage in extraordinary transactions that involve the incurrence of large amounts of indebtedness.
Our business is capital intensive. Operating and maintaining our cable systems requires significant amounts of cash payments to third parties. Capital expenditures were $1,347.3 million, $1,433.0 million and $1,704.8 million in 2025, 2024 and 2023, respectively, and primarily include payments for customer premise equipment, network infrastructure, support, and other costs. We expect these capital expenditures to continue to be significant as we further enhance our service offerings. We may have substantial future capital commitments in the form of long-term contracts that require substantial payments over a period of time.
Our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business, and other factors, some of which are beyond our control. Competition, shifts in consumer behavior, market disruptions or deterioration in economic conditions have in the past, and could in the future, lead to lower demand for our products, as well as lower levels of advertising and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows, and financial position. As such, we may not be able to generate sufficient cash internally to fund anticipated capital expenditures, make ongoing interest payments, and repay our indebtedness at maturity. Accordingly, we may have to do one or more of the following:
• refinance existing obligations to extend maturities;
• raise additional capital, through bank loans, debt or equity issuances or a combination thereof;
• cancel or scale back current and future spending programs; or
• sell assets or interests in one or more of our businesses.
However, we may not be able to refinance existing obligations or raise any required additional capital on terms acceptable to us or at all. Borrowing costs related to future capital raising activities may be significantly higher than our current borrowing costs and we may not be able to raise additional capital on favorable terms, or at all, if financial markets experience volatility. The continued existence of the Co-Op may result in a significant limitation on our ability to access the syndicated loan market or the market for high yield bonds, along with our ability to refinance our existing indebtedness, extend the maturities of our indebtedness or consummate strategic transactions to manage our liabilities, on favorable terms, or at all. See also “Risk Factors Relating to our Business and Our Indebtedness—We are highly leveraged and have substantial indebtedness, which must be repaid or refinanced periodically.”
If we are unable to pursue our current and future spending programs, we may be forced to cancel or scale back those programs. Our choice of which spending programs to cancel or reduce may be limited. Failure to successfully pursue our capital expenditure and other spending plans could materially and adversely affect our ability to compete effectively. It is possible that in the future we may also engage in extraordinary transactions and such transactions could result in the incurrence of substantial additional indebtedness.
Changes or uncertainty in respect of interest rate benchmarks may affect our sources of funding.
The interest rates applicable to Incremental Term Loan B-5 due April 2027 and Revolving Credit Facility due 2027 (each, as defined below) were previously linked to the London Interbank Offered Rate ("LIBOR"), which was the subject of international reform proposals. Certain LIBOR settings were discontinued at the end of 2021, and the remaining settings were phased out by the end of June 2023. In the United States, the Alternative Reference Rates Committee proposed the Term Secured Overnight Financing Rate ("Term SOFR") as an alternative to LIBOR for use in contracts that were indexed to U.S. dollar LIBOR and proposed a phased market transition plan to Term SOFR. Term SOFR significantly differs from LIBOR and may not yield the same or similar economic results as LIBOR which could have a material adverse effect on the liquidity of, and the amount payable under, our sources of funding.
Pursuant to the terms of the CSC Credit Facilities Agreement (defined below), subsequent to the phase-out of LIBOR on June 30, 2023, the interest rate on our outstanding LIBOR-linked borrowings became linked to synthetic USD LIBOR, calculated as Term SOFR plus the spread adjustment for the corresponding LIBOR setting, until March 31, 2025. Thereafter, the interest rate on outstanding synthetic USD LIBOR-linked borrowings became linked to the alternate base rate, where the alternative base rate is the greater of (x) the prime rate or (y) the federal funds effective rate plus 50 basis points. The Revolving Credit Facility was amended in July 2022 to transition the applicable LIBOR-linked interest rate to a Term SOFR-linked interest rate. On the other hand, the current interest rate on our Incremental Term Loan B-5 utilizes the alternate base rate, which is higher than the interest rate that would have been applicable if such borrowings had been transitioned to Term SOFR.
If we are unable to transition the interest rate on our Incremental Term Loan B-5 from the alternate base rate to Term SOFR, we will continue to incur higher interest expense than would otherwise have applied had such borrowings been transitioned to Term SOFR. In addition, if there are any further significant changes to the setting of alternative interest rate benchmarks, or in the event of the discontinuation of, or changes in the manner of administration of, interest rate benchmarks, the interest rates on our borrowings could be materially different than what we expect. These developments could cause us to renegotiate some of these agreements and may have an adverse effect on our financial condition and results of operations.
We depend on third-party vendors for certain equipment, hardware, licenses and services in the conduct of our business. If we do not have access to such items and services on reasonable terms and on a timely basis, our ability to offer our products and services could be impaired, and our business, results of operations, and financial condition could be adversely affected.
We use third-party suppliers, service providers, and licensors to supply some of the equipment, hardware, services, software and operational support necessary to provide some of our products and services. Some of these vendors are our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. Some of these vendors do not have a long operating history or may not be able to continue to supply the products or services we desire. In addition, because of the pace at which technological innovations occur in our industry, we may not be able to obtain access to the latest technology on reasonable terms. The termination or disruption in these relationships as a result of contractual disagreements, operational or financial failures on the part of our vendors, the imposition of tariffs, or other events that prevent vendors from providing the equipment or services we need, with the level of quality we require, in a timely manner, and at reasonable prices, could result in significant costs to us and have a effect on our ability to provide our products and services. It is also possible that, under some circumstances, we could be to switch to different key vendors. Because of the cost and time that can be associated with transitioning from one vendor to another, our business could be substantially if we were required to or chose to do so, especially if the replacement became necessary on short notice. As a result, our business, results of operations, and financial condition could be materially affected.
Changes to trade policy, to the extent applicable to equipment we or our customers use, could adversely affect our business and results of operations.
We cannot predict future trade policy in the United States or other countries, nor the terms of any trade agreements, treaties or tariffs and their impact on our business. However, changes in United States and foreign trade policy, including the imposition of new or increased tariffs on foreign goods imported into the United States and used in our business, could subject us to additional risks. Among other effects, the imposition of tariffs may increase our operating costs, which could have an adverse effect on our business, financial condition, and results of operations.
Disruptions to our networks, infrastructure, and facilities could impair our operating activities and negatively impact our reputation and financial results.
Our network, infrastructure, and facilities are critical to our operating activities.
Events such as natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, cyber attacks, terrorist attacks, and similar events pose risks of potentially significant service disruptions or possible shutdowns. While we have developed and maintain systems designed to prevent service disruptions and shutdowns, and we have developed system redundancy and disaster recovery plans designed to mitigate such network and system-related disruptions and to expeditiously recover from such events, these measures may be ineffective or inadequate and may not be sufficient for all eventualities.
Any of these events, if experienced by or directed at us or technologies or assets upon which we depend, could have adverse consequences on our network, infrastructure or facilities, as well as our customers and business, including
degradation of service, service disruption, excessive call volume to call centers, and damage to our or our customers’ equipment and data. Large expenditures may be necessary to repair or replace damaged property, networks and system infrastructure following one of the identified or similar events or to protect property, networks and infrastructure from other events in the future. Moreover, the amount and scope of insurance that we maintain against losses resulting from any such events may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our business that may result. A significant shutdown or service disruption could result in damage to our reputation and credibility, customer dissatisfaction and ultimately a of customers or revenue. Any significant of customers or revenue, or significant increase in costs of serving those customers, could affect our growth, financial condition, and results of operations. Further, any of such events could lead to us and could result in regulatory , particularly if we encounter in restoring service to our customers on a timely basis or if the related are found to be the result of our practices or .
The combined effects of extreme weather and climate change may compound this risk. Portions of our geographic service areas have experienced one or more severe weather and storm events over the past several years. In September 2024, for example, the rain, wind, and flooding from Hurricane Helene impacted our Western North Carolina service area, resulting in power outages and service disruptions to customers as well as damage to our cable network in the area. Severe weather events and other natural disasters, including storms, floods, fires, tornadoes, rising sea levels, solar events, and electromagnetic events, could result in severe business disruptions, property damage, prolonged service disruption, significant decreases in revenues and earnings, or significant additional costs, reputational and regulatory consequences.
If we experience a significant cybersecurity incident or fail to detect and appropriately respond to a significant cybersecurity incident, our results of operations and reputation could suffer.
In the conduct of our business, we rely on systems, networks and infrastructure to provide our services to our customers. Additionally, the nature of our business involves the receipt and storage of information about our customers and employees.
We are regularly the target of attempted cyber intrusions, including by means of hacking, phishing, denial of service attacks, and dissemination of computer viruses, ransomware and other malicious software. We are also targeted by unauthorized parties, including nation states, that seek to gain access to our systems or facilities and to our proprietary business information. Cyber attacks targeting companies like ours have become more frequent and damaging over time (including through the use of AI and machine learning). To the extent these cyber attacks are successful, our IT systems, networks, and infrastructure could face damage, disruptions, or shutdowns, and the personal information of our customers and employees could be misappropriated.
While we commit substantial resources to continuously monitor and further develop our network and infrastructure to detect, protect and address the risk of unauthorized access, misuse, computer viruses and other events, our security programs and measures do not prevent all intrusions. Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Due to the complexity and interconnectedness of our systems and those of our third-party vendors, the process of enhancing our protective measures can itself create a risk of systems and security issues.
Cyber intrusions require a significant amount of resources and time to address, and our incident response efforts may not be effective in all cases. If our efforts to protect our systems, networks and infrastructure are unsuccessful, or the security of information about our customers and employees is compromised, a significant data security breach may harm our ability to provide services to our customers or result in costly government enforcement actions, private litigation and negative publicity resulting in reputation or brand damage, and our financial condition and results of operations could suffer. For example, in November 2019, a phishing attack against employee email accounts resulted in the exposure of certain employees' email credentials and, as a result, the exposure of information in those accounts including personal information of current and former employees as well as some customers. We took measures to secure these attacks and responded by notifying affected persons, relevant state and federal agencies and law enforcement agencies. While the November 2019 attack was contained both from an exposure and cost perspective, similar attacks could impose costs, liability, and reputational that could affect our operations and financial results. While we maintain insurance for cyber , due to policy terms, limits, and exclusions, it may not apply in all cases, and may not be adequate to cover all liabilities.
Issues related to the use of AI in our business could give rise to legal o r regulatory action, damage our reputation or otherwise materially harm our business.
We currently incorporate AI technology in certain parts of our business operations. AI presents risks and challenges, and its use could have unintended consequences. AI algorithms and training methodologies may be flawed. Additionally, AI technologies are complex and rapidly evolving. While we aim to develop and use AI responsibly and attempt to identify and mitigate ethical and legal issues presented by its use, we may be unsuccessful in identifying or resolving issues before they arise. The United States has taken initial steps to regulate AI, which could ultimately increase the risks associated with utilizing AI in our business, including with respect to data protection, privacy, intellectual property infringement and cybersecurity, or decrease its usefulness. These challenges could adversely affect our reputation or otherwise materially harm our business.
A portion of our workforce is represented by labor unions under established collective bargaining agreements. The terms of existing or new collective bargaining agreements can increase our expenses. Labor disruptions could adversely affect our business, financial condition, and results of operations.
As of December 31, 2025, approximately 380 of our employees were represented by either the Communications Workers of America ("CWA") or the International Brotherhood of Electrical Workers ("IBEW"). We have existing collective bargaining agreements (each, a "CBA") with the CWA and IBEW, which cover the majority of the unionized employees in New York, New Jersey, and West Virginia, and which expire at various times between February 2026 through April 2027.
The collective bargaining agreements with the CWA and IBEW covering these groups of employees or any other agreements with unions may increase our expenses or affect our ability to implement operational changes. Increased unionization of our workforce and any labor disputes we experience could create disruption or have an adverse effect on our business, financial condition, and results of operations.
A significant amount of our book value consists of intangible assets that may not generate cash in the event of a voluntary or involuntary sale.
At December 31, 2025, we reported approximately $30.7 billion of consolidated total assets, of which approximately $20.3 billion were intangible. Intangible assets primarily included franchises from city and county governments to operate cable systems, goodwill, customer relationships, and trade names. While we believe the carrying values of our intangible assets are recoverable, we may not receive any cash in the event of a voluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an operating business. We urge our stockholders to read carefully the notes to our consolidated financial statements contained herein, which provide more detailed information about these intangible assets.
We have engaged and may in the future engage in acquisitions, dispositions and other strategic transactions and the integration of such acquisitions, the sales of assets and other strategic transactions could materially adversely affect our business, financial condition, and results of operations.
Our business has grown significantly as a result of acquisitions, which entail numerous risks including:
• distraction of our management team in identifying potential acquisition targets, conducting due diligence, and negotiating acquisition agreements;
• difficulties in integrating the operations, personnel, products, technologies, and systems of acquired businesses;
• difficulties in enhancing our customer support resources to adequately service our existing customers and the customers of acquired businesses;
• the potential loss of key employees or customers of the acquired businesses;
• unanticipated liabilities or contingencies of acquired businesses;
• unbudgeted costs which we may incur in connection with pursuing potential acquisitions which are not consummated;
• failure to achieve projected cost savings or cash flow from acquired businesses, which are based on projections that are inherently uncertain;
• fluctuations in our operating results caused by incurring considerable expenses to acquire and integrate businesses before receiving the anticipated revenues expected to result from the acquisitions; and
• difficulties in obtaining regulatory approvals required to consummate acquisitions, or costs associated with obtaining such approvals in the form of additional expenses or ongoing conditions on the operation of the business.
We also participate in competitive bidding processes, some of which may involve significant cable systems. We also may sell all or portions of the businesses we own, including cable systems or business units. If we engage in acquisitions, dispositions or other strategic transactions in the future, we may incur additional debt, contingent liabilities, and amortization expenses, which could materially adversely affect our business, financial condition, and results of operations. We could also issue substantial additional equity which could dilute existing stockholders.
If our acquisitions do not result in the anticipated operating efficiencies, are not effectively integrated, or result in costs which exceed our expectations, or if our dispositions fail to generate adequate consideration, result in contingent liabilities, adversely affect our ability to generate revenue or are disruptive to our other businesses, our business, financial condition, and results of operations could be materially adversely affected.
Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.
The rising popularity of bandwidth-intensive Internet-based services poses risks for our broadband and wireless services. Examples of such services include gaming services, the delivery of video via streaming technology and by download and peer-to-peer file sharing services. If heavy usage of bandwidth-intensive broadband and wireless services grows beyond our current expectations or capacity, we may need to incur more expenses than currently anticipated to expand the bandwidth capacity of our systems or our customers could have a suboptimal experience when using our broadband or wireless services, which could adversely affect our business, reputation, financial condition, and results of operations. In order to provide quality services at attractive prices, we need the continued flexibility to develop and refine business models that respond to changing consumer uses and demands and to manage bandwidth usage efficiently. Our ability to undertake such actions could be restricted by regulatory and legislative efforts to impose so-called "net neutrality" requirements on broadband communication providers like us that provide broadband services. For more information, see "Business—Regulation—Broadband."
Our business depends on intellectual property rights and on not infringing on the intellectual property rights of others.
We rely on our patents, copyrights, trademarks, and trade secrets, as well as licenses and other agreements with our vendors and other parties, to use our technologies, conduct our operations and sell our products and services. It is possible that our intellectual property rights are challenged or invalidated by third-party proceedings and may ultimately not be strong enough to provide meaningful commercial competitive advantage. Third parties have in the past, and may in the future, assert claims or initiate litigation related to exclusive patent, copyright, trademark, and other intellectual property rights to technologies and related standards that are relevant to us. These assertions have increased over time as a result of our growth and the general increase in the pace of patent claims assertions, particularly in the United States. Because of the existence of a large number of patents in the networking field, the secrecy of some pending patents and the rapid rate of issuance of new patents, we believe it is not always possible to determine with precision in advance whether a particular service, product or any of their components or will on the patent rights of others. Asserted and initiated can include us or our manufacturers, suppliers or customers, of their proprietary rights with respect to our existing or future products or services or components of those products or services. Our use or adoption of new and emerging technologies may also increase our exposure to intellectual property .
Regardless of the merit of these claims, they can be time-consuming, result in costly litigation and diversion of technical and management personnel, or require us to modify our business, develop a non-infringing technology, cause us to be enjoined from use of certain intellectual property, use alternate technology or enter into license and royalty agreements. There can be no assurance that licenses will be available on acceptable terms and conditions, if at all, or that our indemnification by our suppliers will be adequate to cover our costs if a claim were brought directly against us or our customers. Furthermore, because of the potential for high court awards that are not necessarily predictable and the high cost of litigation, it is not unusual to find even arguably unmeritorious claims settled for significant amounts. If any infringement or other intellectual property claim made against us by any third-party is , if we are required to indemnify a customer with respect to a claim the customer, or if we to modify our business, develop non- technology, use alternate technology or license the proprietary rights on commercially reasonable terms and conditions, our business, financial condition, and results of operations could be materially affected.
We may be liable for the material that content providers distribute over our networks.
The law in most cases limits the liability of private network operators for information carried on, stored on or disseminated through their networks. However, these limitations on liability are subject to certain exceptions and the contours of those exceptions are not fully settled. Among other things, the limitation of copyright liability for network operators with respect to materials transmitted over their networks is conditioned upon the network operators’ terminating the accounts of repeat infringers in certain circumstances, and the law is unsettled as to the circumstances in which such termination is required to maintain the operator’s limitation of liability. As such, we could be exposed to legal claims relating to content disseminated on our networks or asserting that we are not eligible for statutory limitations on liability for network operators with respect to such content. Claims could involve matters such as defamation, invasion of privacy or copyright infringement. For example, we have been in active on two recent cases relating to copyright , one of which is ongoing and one of which has been settled. Each of the were filed in the U.S. District Court for the Eastern District of Texas and that certain of our Internet subscribers the ' copyrighted works. There can be no assurance as to the outcome of these types of . We may incur significant costs in these or similar actions, and if we need to take measures to reduce our exposure to these risks or are required to pay in relation to, such or choose to settle such , our business, reputation, financial condition, and results of operations could be materially affected. See " Note 17 . Commitments and Contingencies—Legal Matters."
If we are unable to retain and hire new key employees, our ability to manage our business could be adversely affected.
Our operational results have depended, and our future results will depend upon the retention and continued performance of our management team. The competitive environment for management talent in the broadband communications industry could adversely impact our ability to retain and hire new key employees for management positions. The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.
The success of our business is also dependent on our ability to recruit qualified and skilled professionals, including those who are citizens of other countries. Immigration laws in the U.S. are subject to legislative and regulatory changes, as well as variations in the standards of application and enforcement. It is difficult to predict the events that could affect immigration laws or their enforcement, and the resulting restrictive impact on our ability to obtain or renew work visas for our professionals. If immigration laws are changed or if new and more restrictive government regulations are enacted or enforcement is increased, our access to qualified and skilled professionals may be limited.
Impairment of the Altice brand or Mr. Drahi's reputation could adversely affect current and future customers' and other stakeholders' perception of Optimum Communications, which was formerly known as Altice USA.
Our ability to attract and retain customers depends, in part, upon the external perceptions of Optimum Communications, which in turn may be affected by the Altice brand and Mr. Drahi's reputation and the quality of Altice products outside the U.S. and corporate and management integrity due to our historic Altice brand affiliation. The broadband communications and video services industry is by its nature more prone to reputational risks than other industries. This has been compounded in recent years by the free flow of unverified information on the Internet and on social media. Impairment of, including any loss of goodwill or reputational advantages, the Altice brand or Mr. Drahi's reputation could adversely affect current and future customers', regulators', investors', and others' perception of Optimum Communications during and after its transition from the Altice USA affiliation to the Optimum brand.
Macroeconomic developments may adversely affect our business.
Our performance is subject to global economic conditions and the related impact on consumer spending levels. Continued uncertainty about global economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter credit, unemployment, negative financial news and declines in income or asset values, which could have a material negative effect on demand for our products and services. As our business depends on consumer discretionary spending, our results of operations are sensitive to changes in macroeconomic conditions. Our customers may have less money for discretionary purchases as a result of inflation, job losses, foreclosures, bankruptcies, increased fuel and energy costs, higher interest rates, higher taxes, reduced access to credit and lower home values. These and other economic factors could adversely affect demand for our products, which in turn could adversely affect our financial condition and results of operations.
Online piracy of entertainment and media content could result in reduced revenues and increased expenditures which could materially harm our business, financial condition, and results of operations.
Online entertainment and media content piracy is extensive in many parts of the world and is made easier by technological advances. This trend facilitates the creation, transmission and sharing of high-quality unauthorized copies of entertainment and media content. The proliferation of unauthorized copies of this content will likely continue, and if it does, could have an adverse effect on our business, financial condition, and results of operations because these products could reduce the demand for and revenue we receive from our products. Additionally, in order to contain this problem, we may have to implement elaborate and costly security and antipiracy measures, which could result in significant expenses and losses of revenue. There can be no assurance that even the highest levels of security and anti-piracy measures will prevent piracy.
Risk Factors Relating to Regulatory and Legislative Matters
Our business is subject to extensive governmental legislation and regulation, which could adversely affect our business, increase our operational and administrative expenses and limit our revenues.
Regulation of the cable, telephone, mobile and broadband industries imposes operational and administrative expenses and limits their revenues. We operate in all of these industries and are therefore subject to, among other things:
• rules governing the provisioning and marketing of cable equipment and compatibility with new digital technologies;
• rules governing the manner in which we advertise, market or price our products and services in the marketplace, and how we position those products and services against competing products and services;
• rules and regulations relating to data protection and customer and employee privacy;
• rules establishing limited rate regulation of video service;
• rules governing the copyright royalties that must be paid for retransmitting broadcast signals;
• rules governing when a cable system must carry a particular broadcast station and when it must first obtain retransmission consent to carry a broadcast station;
• rules governing the provision of channel capacity to unaffiliated commercial leased access programmers;
• rules limiting the ability to enter into exclusive agreements with MDUs and control inside wiring;
• rules for cable franchise renewals and transfers;
• other requirements covering a variety of operational areas such as equal employment opportunity, emergency alert systems, disability access, technical standards and customer service and consumer protection requirements;
• rules, regulations, and regulatory policies relating to the provision of broadband service, including requirements to participate in programs offering reduced broadband prices to low-income households and "net neutrality" requirements;
• rules, regulations, and regulatory policies relating to the provision of telephony services; and
• rules, regulations, and regulatory policies relating to licensed mobile network operators, wholesale access to mobile networks by resellers or MVNOs, and regulation of the prices, terms, or service provided by mobile operators.
Many aspects of these regulations are currently the subject of judicial proceedings and administrative or legislative proposals. There are also efforts to amend or expand the federal, state and local regulation of some of our cable systems, which may compound the regulatory risks we already face, and proposals that might make it easier for our employees to unionize. The Permanent Internet Tax Freedom Act prohibits many taxes on Internet access service and the FCC has issued orders affirming that states and localities may not exercise their franchising authority to regulate our non-cable services, but certain states and localities are considering new taxes and fees on our provision of cable, broadband and telecommunications taxes that could increase operating expenses. Certain states are also considering adopting energy efficiency regulations governing the operation of equipment that we use, which could constrain innovation. Congress periodically considers whether to rewrite the entire Communications Act, or to adopt more focused changes to that Act, to account for changes in the communications marketplace. Congress has in the past considered, and continues to consider, additional regulations on cable providers and ISPs to address specific consumer or customer issues. In response to recent data breaches and increasing concerns regarding the protection of
consumers' personal information, Congress, states and regulatory agencies are considering the adoption of new privacy and data security laws and regulations that could result in additional privacy, as well as network and information security, requirements for our business. These new laws, as well as existing legal and regulatory obligations, could require significant expenditures.
Additionally, there have been statements by federal government officials indicating that some laws and regulations applicable to our industry may be repealed or modified in a way that could be favorable to us and our competitors. There can be no assurance that any such repeal or modification will be beneficial to us or will not be more beneficial to our current and future competitors.
Our cable system franchises are subject to non-renewal or termination. The failure to renew a franchise in one or more key markets could adversely affect our business.
Our cable systems generally operate pursuant to franchises, permits, and similar authorizations issued by a state or local governmental authority controlling the public rights-of-way. Some franchises establish comprehensive facilities and service requirements, as well as specific customer service standards and monetary penalties for non-compliance. In many cases, franchises are terminable if the franchisee fails to comply with significant provisions set forth in the franchise agreement governing system operations. Franchises are generally granted for fixed terms and must be periodically renewed. Franchising authorities may resist granting a renewal if either past performance or the prospective operating proposal is considered inadequate. Franchise authorities often demand concessions or other commitments as a condition to renewal. In some instances, local franchises have not been renewed at expiration, and we have operated and are operating under either temporary operating agreements or without a franchise while negotiating renewal terms with the local franchising authorities.
As of December 31, 2025, our largest franchise, New York City, comprising approximately 255 thousand video customers was expired. We are currently lawfully operating in this franchise area under temporary authority recognized by the State of New York. In addition, Lightpath holds a franchise from New York City that expired on December 20, 2008 and the renewal process is pending. We believe New York City is treating the expiration date of this franchise as extended until a formal determination on renewal is made, but there can be no assurance that we will be successful in renewing this franchise on anticipated terms or at all. We expect to renew or continue to operate under all or substantially all of our franchises.
The traditional cable franchising regime has undergone significant change as a result of various federal and state actions. Some state franchising laws do not allow incumbent operators like us to immediately opt into favorable statewide franchising as quickly as new entrants, and often require us to retain certain franchise obligations that are more burdensome than those applied to new entrants.
There can be no assurance that we will be able to comply with all significant provisions of our franchise agreements and certain of our franchisors have from time to time alleged that we have not complied with these agreements. Additionally, although historically we have renewed our franchises without incurring significant costs, there can be no assurance that we will be able to renew, or to renew on terms as favorable, our franchises in the future. A termination of or a sustained failure to renew a franchise in one or more key markets could adversely affect our business in the affected geographic area.
Our cable system franchises are non-exclusive. Accordingly, local and state franchising authorities can grant additional franchises and create competition in market areas where none existed previously, resulting in overbuilds, which could adversely affect our results of operations.
Cable systems are operated under non-exclusive franchises historically granted by local authorities. More than one cable system may legally be built in the same area, which is referred to as an overbuild. It is possible that a franchising authority might grant a second franchise to another cable operator and that such franchise might contain terms and conditions more favorable than those afforded to us. Although entry into the cable industry involves significant cost barriers and risks, well-financed businesses from outside the cable industry, such as online service providers or public utilities that already possess fiber optic and other transmission lines in the areas they serve, may over time become competitors. In addition, there are a few cities that have constructed their own cable systems, in a manner similar to city-provided utility services and private cable companies not affiliated with established local exchange carriers have also demonstrated an interest in constructing overbuilds. We believe that for any potential competitor to be successful, such competitor's overbuild would need to be able to serve the homes and businesses in the area with equal or service quality, on a more cost- basis than we can.
In some cases, local government entities and municipal utilities may legally compete with us without securing a local franchise or on more favorable franchise terms. Federal legislative and regulatory proposals have sought to facilitate the ability of municipalities to construct and deploy broadband facilities that could compete with our cable systems, and in recent years, state and local governments have received substantial federal broadband subsidies that can be used to construct and operate such networks in areas of the Optimum Communications' footprint where broadband speeds of at least 100/20 Mbps are not offered, or in areas adjacent thereto. In addition, certain telephone companies, wholesale infrastructure providers and competitive broadband providers have obtained or are seeking authority to operate in communities through a local franchise or other form of right-of-way authority. As a result, competing operators may build systems in areas in which we hold franchises. The FCC has adopted rules that streamline entry for new competitors (including those affiliated with telephone companies) and reduce franchising burdens for these new entrants. The FCC subsequently extended more modest relief to incumbent cable operators like Optimum Communications, affirming that the Communications Act bars states and localities from exercising their cable franchising authority to regulate cable operators’ non-cable services, and subjecting certain fees for access to the right-of-way and certain in-kind payments obligations to the statutory cap on franchise fees. The FCC’s order was by several municipalities and substantially upheld by the U.S. Sixth Circuit Court of Appeals on appeal, although the court the relief related to in-kind contributions. Some municipalities have asked the FCC to reopen consideration of these issues.
Local franchising authorities have the ability to impose additional regulatory constraints on our business, which could reduce our revenues or increase our expenses.
In addition to the franchise agreement, local franchising authorities in some jurisdictions have adopted cable regulatory ordinances that further regulate the operation of cable systems. This additional regulation increases the cost of operating our business. For example, some local franchising authorities impose minimum customer service standards on our operations. There are no assurances that the local franchising authorities will not impose new and more restrictive requirements.
Further regulation of the cable industry could restrict our marketing options or impair our ability to raise rates to cover our increasing costs.
The cable industry has operated under a federal rate regulation regime for more than three decades. Currently, rate regulation by franchising authorities is strictly limited to the basic service tier and associated equipment and installation activities. A franchising authority that wishes to regulate basic cable service offered by a particular cable system must certify and demonstrate that the cable system is not subject to "effective competition" as defined by federal law. Our franchise authorities have not certified to exercise this limited rate regulation authority. If any of our local franchising authorities obtain certification to regulate rates, they would have the power to reduce rates and order refunds on the rates charged for basic service and equipment, which could reduce our revenues. The FCC and Congress also continue to be concerned that cable rate increases are exceeding inflation. It is possible that either the FCC or Congress will adopt more extensive rate regulation for our video services or regulate our other services, such as broadband and telephony services, which could impede our ability to raise rates, or require rate reductions. Recent FCC price regulation initiatives are described in Regulation—Cable Television—Pricing and Packaging . To the extent we are unable to raise our rates in response to increasing costs, or are required to reduce our rates, our business, financial condition, results of operations, and liquidity will be materially affected. There has been legislative and regulatory interest in requiring cable operators to offer historically bundled programming services on an à la carte basis. It is possible that new marketing restrictions could be adopted in the future. These restrictions could affect how we provide, and limit, customer equipment used in connection with our services and how we provide access to video programming beyond conventional cable delivery. A number of state and local regulatory authorities have imposed or seek to impose price- or price-related regulation that we believe is with FCC direction, and these efforts, if , will the benefits of deregulation and our ability to compete with our largely unregulated competitors. We brought a in federal and state court one such attempt to regulate our pricing by the New Jersey Board of Public Utilities, but that regulation was upheld by the New Jersey Supreme Court.
In addition, in the past, there has been interest at the FCC and in Congress in proposals that would allow customers to receive cable service without having to rent a set-top box from their cable operator. These proposals could, if adopted, adversely affect our relationship with our customers and programmers and our operations. It is also possible that regulations will be adopted affecting the negotiations between MVPDs (like us) and programmers. While these regulations might provide us with additional rights and protections in our programming negotiations, they might also limit our flexibility in ways that adversely affect our operations.
We may be materially adversely affected by regulatory changes related to pole attachments and the regulatory environment related to pole attachments could impede our ability to expand into new markets.
Pole attachments are cable wires that are attached to utility poles. Cable system pole attachments to utility poles operated by investor-owned utilities historically have been regulated at the federal or state level, generally resulting in favorable pole attachment rates and rights for attachments used to provide cable service. Adverse changes in the current pole attachment approach could result in a substantial increase in our pole attachment costs. Moreover, expansion of our business into new areas, including areas where poles are operated by electric cooperatives or municipalities not subject to FCC or state regulation, may be frustrated by delays, capacity constraints, "makeready" demands or the general inability to secure appropriate pole or conduit rights, as well as higher pole and conduit access costs.
Changes in channel carriage regulations could impose significant additional costs on us.
Cable operators also face significant regulation affecting the carriage of broadcast and other programming channels. We can be required to devote substantial capacity to the carriage of programming that we might not otherwise carry voluntarily, including certain local broadcast signals; local public, educational and governmental access programming; and unaffiliated, commercial leased access programming (channel capacity designated for use by programmers unaffiliated with the cable operator). Regulatory changes in this area could disrupt existing programming commitments and contracts, interfere with our preferred use of limited channel capacity and limit our ability to offer services that would maximize our revenue potential. It is possible that other legal restraints will be adopted limiting our discretion over programming decisions. Broadcast consolidation could give broadcasters greater leverage in carriage negotiations with us, potentially increasing the carriage fees we pay them. The FCC is considering several changes to broadcast ownership rules that could increase consolidation. Recent FCC broadcast ownership initiatives are described in “Business—Regulation—Cable Television— Ownership Limitations.”
Increasing regulation of our Internet-based products and services could adversely affect our ability to provide new products and services.
On February 26, 2015, the FCC adopted a new "net neutrality" or Open Internet order (the "2015 Order") that: (1) reclassified broadband Internet access service from an information service to a Title II common carrier service, (2) applied certain existing Title II provisions and associated regulations; (3) forbore from applying a range of other existing Title II provisions and associated regulations, but to varying degrees indicated that this forbearance may be only temporary and (4) issued new rules expanding disclosure requirements and prohibiting blocking, throttling, paid prioritization and unreasonable interference with the ability of end users and edge providers to reach each other. The 2015 Order also subjected broadband providers' Internet traffic exchange rates and practices to potential FCC oversight and created a mechanism for third parties to file complaints regarding these matters. The 2015 Order could have had a material adverse impact on our business by limiting our ability to efficiently manage our cable systems and respond to operational and competitive challenges. In December 2017, the FCC adopted an order (the "2017 Order") that in large part reverses the 2015 Order and reestablishes the "information service" classification for broadband services. The 2017 Order was affirmed in part on appeal in October 2019 insofar as it classified broadband Internet access services as information services subject to lesser federal regulation. However, the 2017 Order was also vacated in part on appeal insofar as it preempted states from broadband Internet access services to any requirements more than the federal requirements. As a result, the precise extent to which state rules may impose such requirements on broadband Internet access service providers, as well as other regulations that differ from federal requirements, is not fully settled. A number of states, including California and New York, have adopted legislation and executive orders that apply "net neutrality" rules to ISPs. The California legislation took effect in March 2021, and was upheld in 2022 by the Ninth Circuit Court of Appeals a by internet service providers. New York has in place an executive order that requires entities contracting with state agencies to commit to and certify compliance with net neutrality principles across the market. In 2024 the FCC reclassified broadband service as a common carrier telecommunications service and reinstituted net neutrality rules substantially similar to those in the 2015 Order. The 2024 Order was stayed and, in 2025, vacated by the U.S. Sixth Circuit Court of Appeals. The Sixth Circuit a request for en banc rehearing, and that decision was not appealed. New York and New Jersey each have in place an executive order that requires entities contracting with state agencies to commit to and certify compliance with net neutrality principles across the market. These state net neutrality requirements currently remain in place notwithstanding the court decision the FCC’s net neutrality rules. In the wake of the Sixth Circuit decision, Congress may consider legislation codifying some form of “net neutrality” rules. The FCC or Congress could also address the extent to which states may also impose such rules or otherwise regulate broadband service. While neither the FCC nor states currently regulate the price for broadband services generally, the state of
New York enacted legislation that would regulate the price and terms for the broadband service offered to low-income households. This law was enjoined by a New York federal court, but the injunction was vacated on appeal and the Supreme Court has declined to hear an appeal. In 2025, the State of Connecticut also enacted legislation, which goes into effect in 2026, requiring certain broadband internet service providers to offer broadband service to low-income households at reduced rates.
In 2025, Congress enacted legislation extending the FCC’s authority to hold spectrum auctions until 2034, and directing the FCC to auction at least 500 megahertz of spectrum by 2033. The additional spectrum made available by this auction could also be won by mobile carriers and others who use it to provide fixed wireless broadband service in competition with our wired broadband.
Offering telephone services may subject us to additional regulatory burdens, causing us to incur additional costs.
We offer telephone services over our broadband network and continue to develop and deploy interconnected VoIP services. The FCC has ruled that competitive telephone companies that support VoIP services, such as those that we offer to our customers, are entitled to interconnect with incumbent providers of traditional telecommunications services, which ensures that our VoIP services can operate in the market. It remains unclear precisely to what extent federal and state regulators will subject VoIP services to traditional telephone service regulation. Expanding our offering of these services may require us to obtain certain authorizations, including federal and state licenses. We may not be able to obtain such authorizations in a timely manner, or conditions could be imposed upon such licenses or authorizations that may not be favorable to us. The FCC has already extended certain traditional telecommunications requirements, such as E911 capabilities, USF contribution, CALEA, measures to protect Customer Proprietary Network Information, customer privacy, disability access, number porting, battery back-up, network outage reporting, rural call completion reporting and other regulatory requirements to many VoIP providers such as us. If additional telecommunications regulations are applied to our VoIP service, it could cause us to incur additional costs and may otherwise materially adversely impact our operations. In 2011, the FCC released an order significantly changing the rules governing intercarrier compensation for the origination and of telephone traffic between interconnected carriers. In 2020, the FCC adopted further reforms to intercarrier compensation for the origination of certain calls. The FCC also has a pending proceeding that could further reduce or eliminate compensation for remaining traffic.
Our mobile service exposes us to regulatory risk.
In 2019, we launched our mobile service using our own core infrastructure and our iMVNO agreements with Sprint (now T-Mobile) and other roaming partners, including AT&T. Our iMVNO service is subject to many of the same FCC regulations as traditional mobile service as well as some state and local regulations. The FCC or other regulatory authorities may adopt new or different regulations for iMVNOs or mobile carriers, or impose new fees, which could adversely affect our service or the business opportunity generally.
We may be materially adversely affected by regulatory, legal, and economic changes relating to our physical plant.
Our systems depend on physical facilities, including transmission equipment and miles of fiber and coaxial cable. Significant portions of those physical facilities occupy public rights-of-way and are subject to local ordinances and governmental regulations. Other portions occupy private property under express or implied easements, and many miles of the cable are attached to utility poles governed by pole attachment agreements. No assurances can be given that we will be able to maintain and use our facilities in their current locations and at their current costs. Changes in governmental regulations or changes in these relationships could have a material adverse effect on our business and our results of operations.
We may be adversely affected if other parties are able to receive government subsidies to overbuild our plant, or if subsidies we receive to construct facilities or support low-income subscribers run out.
As part of various government initiatives including the American Rescue Plan Act and the Infrastructure Investment and Jobs Act, federal and state governments have made available subsidies to entities deploying broadband to areas deemed to be "unserved" or "underserved," and have in some cases funded overbuilds. We and many other entities, including broadband services competitors and new entrants into such services, have applied for or received these funds. We have generally opposed such subsidies when directed to areas that we serve and have deployed broadband capable networks. Despite those efforts, we could be placed at a competitive disadvantage if recipients use these funds to subsidize services that compete with our broadband services.
From December 31, 2021 through June 1, 2024, the ACP provided broadband providers with a monthly reimbursement of up to $30 (up to $75 in Tribal areas) to offset the costs of providing a subscriber bill credit for
broadband service to qualified ACP-enrolled low-income households. Funding for the ACP ended on June 1, 2024. We cannot predict whether Congress will authorize additional ACP or other funding.
Risk Factors Relating to Ownership of Our Class A Common Stock and Class B Common Stock
An active, liquid trading market for our Class B common stock has not developed and we cannot assure you that an active, liquid trading market will develop in the future. Holders of shares of our Class B common stock may need to convert them into shares of our Class A common stock to realize their full potential value, which over time could further concentrate voting power with remaining holders of our Class B common stock.
Our Class B common stock is not listed on the NYSE or any other stock exchange and we do not currently intend to list our Class B common stock on the NYSE or any other stock exchange. There is currently no active, liquid trading market for the Class B common stock and we cannot assure you that an active trading market will develop or be sustained at any time in the future. If an active market is not developed or sustained, the price and liquidity of the Class B common stock may be adversely affected. Because the Class B common stock is unlisted, holders of shares of Class B common stock may need to convert them into shares of our Class A common stock, which is listed on the NYSE, in order to realize their full potential value. Sellers of a significant number of shares of Class B common stock may be more likely to convert them into shares of Class A common stock and sell them on the NYSE. This could over time reduce the number of shares of Class B common stock outstanding and potentially further concentrate voting power with remaining holders of Class B common stock.
Our stockholders' percentage ownership in us may be diluted by future issuances of capital stock, which could reduce their influence over matters on which stockholders vote.
Pursuant to our amended and restated certificate of incorporation, our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of Class A common stock, including shares issuable upon the exercise of options, Class B common stock, Class C common stock or shares of our authorized but unissued preferred stock. We may issue such capital stock to meet a number of our business needs, including funding any potential acquisitions or other strategic transactions. Future issuances of Class A common stock, Class B common stock or voting preferred stock could reduce our stockholders' influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in their interest in us being subject to the prior rights of holders of that preferred stock.
Because we have no current plans to pay cash dividends on our Class A common stock or Class B common stock for the foreseeable future, our stockholders may not receive any return on investment unless they sell their Class A common stock or Class B common stock.
We intend to retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Class A common stock and shares of Class B common stock will be at the sole discretion of our Board of Directors. Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant. In addition, our ability to pay dividends is limited by covenants contained in the agreements governing our existing indebtedness and may be limited by covenants contained in any future indebtedness we or our subsidiaries incur. As a result, our stockholders may not receive any return on an investment in our Class A common stock or Class B common stock unless our stockholders sell our Class A common stock or Class B common stock.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price of our Class A common stock to decline.
The sale of substantial amounts of shares of our Class A common stock (including shares of Class A common stock issuable upon conversion of shares of our Class B common stock), or the perception that such sales could occur, could cause the prevailing market price of shares of our Class A common stock to decline. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
As of December 31, 2025, we had a total of 287.4 million shares of Class A common stock outstanding and 183.0 million shares of Class B common stock outstanding.
Any shares held by our affiliates, as that term is defined under Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Securities Act"), including Next Alt and its affiliates, may be sold only in compliance with certain limitations.
Pursuant to a stockholders and registration rights agreement between us, Next Alt, Altice N.V., and certain former shareholders, the Altice parties thereto have the right, subject to certain conditions, to require us to register the sale of their shares of our Class A common stock, or shares of Class A common stock issuable upon conversion of shares of our Class B common stock, under the Securities Act. Registration of any of these outstanding shares of capital stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement, except for shares received by individuals who are our affiliates.
If these stockholders exercise their registration rights and sell shares of common stock, or if the market perceives that they intend to sell such shares, the market price of our Class A common stock could drop significantly. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A common stock or Class B common stock or other securities. In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our Class A common stock, Class B common stock or Class C common stock issued in connection with an investment or acquisition could constitute a material portion of then-outstanding shares of our Class A common stock and Class B common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders.
In addition, to the extent large holders of our common stock pledge some or all of the shares they own as collateral for loans, the forced sale of the common stock subject to a pledge into the market in a short period could negatively impact the market price of our common stock.
The tri-class structure of Optimum Communications common stock has the effect of concentrating voting control with Next Alt. This will limit or preclude our stockholders' ability to influence corporate matters, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring stockholder approval. Shares of Class B common stock will not automatically convert to shares of Class A common stock upon transfer to a third-party.
Each share of Class B common stock is entitled to twenty-five votes per share and each share of Class A common stock is entitled to one vote per share. If we issue any shares of Class C common stock, they will be non-voting.
Because of the twenty-five-to-one voting ratio between our Class B common stock and Class A common stock, a majority of the combined voting power of our capital stock is controlled by Next Alt. This allows Next Alt to control all matters submitted to our stockholders for approval until such date as Next Alt ceases to own, or to have the right to vote, shares of our capital stock representing a majority of the outstanding votes. This concentrated control will limit or preclude our stockholders' ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring stockholder approval. The disparate voting rights of Optimum Communications common stock may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that our stockholders may feel are in their best interest as one of our stockholders.
Shares of our Class B common stock are convertible into shares of our Class A common stock at the option of the holder at any time. Our amended and restated certificate of incorporation does not provide for the automatic conversion of shares of Class B common stock upon transfer under any circumstances. The holders of Class B common stock thus will be free to transfer them without converting them into shares of Class A common stock.
Next Alt controls us and its interests may conflict with ours or our stockholders in the future.
As of February 6, 2026, Next Alt and other entities controlled by Patrick Drahi own or have the right to vote approximately 40% of our issued and outstanding Class A and Class B common stock, which represents approximately 94% of the voting power of our outstanding capital stock. So long as Next Alt continues to control a majority of the voting power of our capital stock, Next Alt and, through his control of Next Alt, Mr. Drahi, will be able to significantly influence the composition of our Board of Directors and thereby influence our policies and operations, including the appointment of management, future issuances of Optimum Communications common stock or other securities, the payment of dividends, if any, on Optimum Communications common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and the entering into extraordinary transactions, and their interests may not in all cases be aligned
with our stockholders' interests. In addition, Next Alt may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment or improve its financial condition, even though such transactions might involve risks to our stockholders. For example, Next Alt could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets.
In addition, Next Alt is able to determine the outcome of all matters requiring stockholder approval and is able to cause or prevent a change of control of the Company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of the Company. The concentration of ownership could deprive our stockholders of an opportunity to receive a premium for their shares of our Class A common stock or Class B common stock as part of a sale of the Company and ultimately might affect the market price of our Class A common stock.
If conflicts arise between us and Next Alt, these conflicts could be resolved in a manner that is unfavorable to us and as a result, our business, financial condition, and results of operations could be materially adversely affected. In addition, if Next Alt ceases to control us, our business, financial condition, and results of operations could be adversely affected.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control transaction.
Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
These provisions provide for, among other things:
• a tri-class common stock structure, as a result of which Next Alt generally will be able to control the outcome of all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
• the ability of our Board of Directors to, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to an aggregate of 100,000,000 shares of preferred stock in one or more series and authorize their issuance; and
• the ability of stockholders holding a majority of the voting power of our capital stock to call a special meeting of stockholders.
These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares of our Class A common stock. In addition, so long as Next Alt controls a majority of our combined voting power it will be able to prevent a change of control of the Company.
Holders of a single class of Optimum Communications common stock may not have any remedies if an action by our directors has an adverse effect on only that class of Optimum Communications common stock.
Under Delaware law, the board of directors has a duty to act with due care and in the best interests of all of our stockholders, including the holders of all classes of Optimum Communications common stock. Principles of Delaware law established in cases involving differing treatment of multiple classes of stock provide that a board of directors owes an equal duty to all common stockholders regardless of class and does not have separate or additional duties to any group of stockholders. As a result, in some circumstances, our Board of Directors may be required to make a decision that could be viewed as adverse to the holders of one class of Optimum Communications common stock. Under the principles of Delaware law and the business judgment rule, holders may not be able to successfully challenge decisions that they believe have a disparate impact upon the holders of one class of our stock if our Board of Directors is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the board is acting in the interest of all of our stockholders.
We are a "controlled company" within the meaning of the rules of the NYSE. As a result, we qualify for, and rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies.
Next Alt controls a majority of the voting power of our capital stock. As a result, we are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more
than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:
• the requirement that a majority of our Board of Directors consists of "independent directors" as defined under the rules of the NYSE; and
• the requirement that we have a governance and nominating committee.
Consistent with these exemptions, we will continue not to have a majority of independent directors on our Board of Directors or a nominating and governance committee. Accordingly, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A common stock, or if our operating results do not meet their expectations, the market price of our Class A common stock could decline.
The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrades our Class A common stock, or if our operating results do not meet their expectations, the market price of our Class A common stock could decline.
We have been subject to securities class action litigation in the past and could be subject to securities class action litigation in the future.
We were the defendant in a securities class action litigation related to our 2017 initial public offering ("IPO Litigation") which was settled and approved by the court in February 2022, and we may be subject to additional securities class action litigation in the future. In the past, securities class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in the price of our Class A common stock, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and results of operations and divert management's attention and resources from our business. While the IPO is resolved, there can be no assurance that other securities class action , if instituted in the future, will not materially and affect our financial condition and results of operations.
Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other stockholders.
Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court located in the State of Delaware) is the exclusive forum for: (i) any derivative action or proceeding brought in our name or on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the General Corporation Law of the State of Delaware; (iv) any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Our amended and restated bylaws permit our Board of Directors to approve the selection of an alternative forum. Unless waived, this exclusive forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for with us or our directors, officers or other stockholders, which may such lawsuits us and our directors, officers and other stockholders. Alternatively, if a court were to find this provision in our amended and bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could affect our business, financial condition, and results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Safeguarding the security and integrity of our systems, networks, and data is an important element of our business activities. We continually invest in the development and implementation of various cybersecurity programs and
processes that are designed to assess, identify and manage material risks from cybersecurity threats and to address the constantly evolving cybersecurity landscape.
Our cybersecurity program utilizes various risk mitigation techniques to manage cybersecurity risk, including network segmentation, deployment of detection tools, and monitoring compliance with security standards. We conduct cybersecurity risk assessments (including in connection with our annual business risk assessment), penetration tests, purple team exercises and data restoration testing and reviews through both internal subject matter experts and with the support of third parties to identify threats and vulnerabilities that could adversely impact our business operations. We also attempt to assess the cybersecurity risk profile of, and threats related to, our business partners, vendors, and service providers through various methods including the use of attestations and certifications of their security practices. In the normal course, we engage assessors, consultants, and other third parties to assist in various cyber-related matters. The underlying controls of our cybersecurity program utilize recognized practices and standards for cybersecurity and information technology security, including the National Institute of Standards and Technology Cybersecurity Framework ("NIST Framework"). The risk-based approach of the NIST Framework enables us to design and implement cybersecurity programs that are specific to our network architectures, customer environments and institutional resources.
Our senior management team oversees our cybersecurity strategy and has the overall responsibility for assessing and managing our exposure to cybersecurity risk, with the audit committee of the board of directors providing board level oversight of the activities conducted by management to monitor and mitigate cybersecurity risks. Our corporate information security organization, led by our Chief Information Security Officer ("CISO"), develops and directs our information security strategy and policy, security engineering, operations and cyber threat detection and response. Our CISO has 24 years of experience in cybersecurity and 18 years in cybersecurity management, received a Bachelor of Science in Management Information Systems and a Master of Business Administration from Rochester Institute of Technology, and is a Certified Information Systems Security Professional. Cybersecurity strategy and updates are reviewed by our executive leadership team on a periodic basis and are presented to other internal committees. The audit committee receives a regularly scheduled report on cybersecurity matters and related risk exposure from our CISO. When covered during an audit committee meeting, the chair of the audit committee reports on its discussion to the full board.
We have experienced, and will continue to experience, cyber incidents in the normal course of our business. Notwithstanding the approach we take to cybersecurity risk management, we may not be successful in preventing or mitigating a cybersecurity incident that could have a significant adverse impact on our business and reputation. See “Risk Factors” above for additional information on risks related our business, including from risks related to cyber attacks, data security incidents, information and system breaches and technology disruptions and failures. As of the date of this report, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition .
Item 2. Properties
Our headquarters are located in Long Island City, New York, where we currently lease office space pursuant to a lease agreement which will expire in 2032. We have the option to extend this lease through 2037. We also own a building located in Bethpage, New York, where we maintain administrative offices. In addition, we own or lease real estate throughout our operating areas where certain of our call centers, corporate facilities, business offices, retail stores, earth stations, transponders, microwave towers, warehouses, headend equipment, hub sites, access studios and microwave receiving antennae are located.
Our principal physical assets consist of cable operating plant and equipment, including signal receiving, encoding and decoding devices, headend facilities, fiber optic transport networks, coaxial and distribution systems and equipment at or near customers' homes or places of business for each of the systems. The signal receiving apparatus typically includes a tower, antenna, ancillary electronic equipment and earth stations for reception of satellite signals. Headend facilities are located near the receiving devices. Our distribution system consists primarily of coaxial and fiber optic cables and related electronic equipment. Customer premise equipment consists of set-top devices, cable modems, Internet routers, wireless devices, and media terminal adapters for telephone. Our retail stores, which are branded Optimum, are utilized primarily for the purpose of providing assistance to and for the distribution of customer premise equipment, including mobile service. Our cable plant and related equipment generally are attached to utility poles under pole rental agreements with local public utilities; although in some areas the distribution cable is buried in underground ducts or directly in trenches. The physical components of the cable systems require maintenance and periodic upgrading to improve system performance and capacity. In addition, we operate a network operations center
that monitors our network 24 hours a day, seven days a week, helping to ensure a high quality of service and reliability for both our residential and commercial customers. We own most of our service vehicles.
We believe our properties, both owned and leased, are in good condition and are suitable and adequate for our operations.
Item 3. Legal Proceedings
Refer to Note 17 to our consolidated financial statements included in this Annual Report on Form 10-K for a discussion of our legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Optimum Communications Class A common stock is listed for trading on the NYSE under the symbol "OPTU." Optimum Communications Class B common stock is not listed for trading on any stock exchange. Prior to November 19, 2025, our Class A common stock was traded on the NYSE under the ticker symbol "ATUS".
As of February 6, 2026, there were seven holders of record of Optimum Communications Class A common stock and two holders of record of ATUS Class B common stock.
Stockholder Dividends and Distributions
We may pay dividends on our capital stock only from net profits and surplus as determined under Delaware law. If dividends are paid on the Optimum Communications common stock, holders of the Optimum Communications Class A common stock and Optimum Communications Class B common stock are entitled to receive dividends, and other distributions in cash, stock or property, equally on a per share basis, except that, subject to certain exceptions, stock dividends with respect to Optimum Communications Class A common stock may be paid only with shares of Optimum Communications Class A common stock and stock dividends with respect to Optimum Communications Class B common stock may be paid only with shares of Optimum Communications Class B common stock.
Our indentures restrict the amount of dividends and distributions in respect of any equity interest that can be made.
Equity Compensation Plan Information
The Equity Compensation Plan information under which the our equity securities are authorized for issuance required under Item 5 is hereby incorporated by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders or, if such definitive proxy statement is not filed with the Securities and Exchange Commission prior to 120 days after the close of its fiscal year, an amendment to this Annual Report on Form 10-K filed under cover of Form 10-K/A.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Optimum Communications Stock Performance Graph
The graph below compares the performance of our Class A common stock with the performance of the S&P 500 Index and a Peer Group Index by measuring the changes in our Class A common stock prices from December 31, 2020 through December 31, 2025. Because no published index of comparable media companies currently reports values on a dividends-reinvested basis, we have created a Peer Group Index for purposes of this graph in accordance with the requirements of the SEC. The Peer Group Index is made up of companies that deliver broadband, video, telephony, and mobile services as a significant element of their business, although not all of the companies included in the Peer Group Index participate in all of the lines of business in which we are engaged and some of the companies included in the Peer Group Index also engage in lines of business in which we do not participate. Additionally, the market capitalizations of many of the companies included in the Peer Group are quite different from ours. The common stocks of the following companies have been included in the Peer Group Index: AT&T, Charter, Comcast, Echostar (which replaced DISH due to the merger of the two companies in January 2024), Frontier (included through December 31, 2025 due to its merger with Verizon in January 2026), Lumen, T-Mobile, and Verizon. The graph assumes $100 was invested on December 31, 2020 in our Class A common stock and in each of the following indices and reflects reinvestment of dividends and market capitalization weighting.
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2025
Optimum Communications CLASS A
S&P 500 Index
Peer Group Index
Item 7. 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, are presented in thousands.
This Annual Report contains statements that constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Act of 1934, as amended. In this Form 10-K there are statements concerning our future operating results and future financial performance. Words such as "expects", "anticipates", "believes", "estimates", "may", "will", "should", "could", "potential", "continue", "intends", "plans," and similar words and terms used in the discussion of future operating results, future financial performance, and future events identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.
We operate in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, technological, political and social conditions. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements. In addition, important factors that could cause our actual results to differ materially from those in our forward-looking statements include:
• competition for broadband, video, and telephony customers from existing competitors (such as broadband communications companies, DBS providers, wireless data and telephony providers and Internet-based providers) and new fiber-based competitors entering our footprint;
• changes in consumer preferences, laws and regulations or technology that may cause us to change our operational strategies;
• increased difficulty negotiating programming agreements on favorable terms, if at all, resulting in increased costs to us and the loss of popular programming;
• increasing programming costs and delivery expenses related to our products and services;
• our ability to achieve anticipated customer and revenue growth, to successfully introduce new products and services and to implement our growth strategy;
• our ability to complete our capital investment plans on time and on budget, including our plan to build a parallel FTTH network;
• our ability to develop mobile voice and data services and our ability to attract customers to these services;
• the effects of economic conditions or other factors which may negatively affect our customers’ demand for our current and future products and services;
• the effects of industry conditions;
• demand for digital and linear advertising products and services;
• our substantial indebtedness and debt service obligations;
• adverse changes in the credit market and availability of capital to refinance or repay future debt obligations;
• changes as a result of any tax reforms that may affect our business;
• financial community and rating agency perceptions of our business, operations, financial condition, and the industries in which we operate;
• the restrictions contained in our financing agreements;
• our ability to generate sufficient cash flow to meet our debt service obligations;
• fluctuations in interest rates which may cause our interest expense to vary from quarter to quarter;
• technical failures, equipment defects, physical or electronic break-ins to our services, computer viruses, and similar problems;
• cybersecurity incidents as a result of hacking, phishing, denial of service attacks, dissemination of computer viruses, ransomware and other malicious software, misappropriation of data, and other malicious attempts;
• disruptions to our networks, infrastructure, and facilities as a result of natural disasters, power outages, accidents, maintenance failures, telecommunications failures, degradation of plant assets, terrorist attacks, and similar events;
• our ability to obtain necessary hardware, software, communications equipment and services and other items from our vendors at reasonable costs;
• our ability to effectively integrate acquisitions and to maximize expected operating efficiencies from our acquisitions, if any;
• significant unanticipated increases in the use of bandwidth-intensive Internet-based services;
• the outcome of litigation, government investigations and other proceedings; and
• other risks and uncertainties inherent in our cable and broadband communications businesses and our other businesses, including those listed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained herein.
These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could cause our actual results to differ materially from those expressed in any of our forward-looking statements.
Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements are made only as of the date of this Annual Report. Except to the extent required by law, we do not undertake, and specifically decline any obligation, to update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
You should read this Annual Report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements.
Certain numerical figures included in this Annual Report have been subject to rounding adjustments. Accordingly, such numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
Organization of Information
Management’s Discussion and Analysis provides a narrative on our financial performance and condition that should be read in conjunction with the accompanying financial statements and accompanying notes thereto. It includes the following sections:
• Our Business
• Key Factors Impacting Operating Results and Financial Condition
• Consolidated Results of Operations
• Non-GAAP Financial Measures
• Reconciliation of CSC Holdings Results of Operations to Optimum Communications' Results of Operations
• CSC Holdings Restricted Group Financial Information
• Liquidity and Capital Resources
• Critical Accounting Policies and Estimates
In this Item 7, we discuss the results of operations for the years ended December 31, 2025 and 2024 and comparisons of the 2025 results to the 2024 results. Discussions of the results of operations for the year ended December 31, 2024 and comparisons of the 2024 results to the 2023 results can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed on February 13, 2025 .
Our Business
We principally provide broadband communications and video services in the United States and market our services under the Optimum brand. We deliver broadband, video, telephony, and mobile services to approximately 4.3 million
residential and business customers across our footprint. Our footprint extends across 21 states (primarily in the New York metropolitan area and various markets in the south-central United States) through a fiber-rich HFC broadband network and a FTTH network with approximately 10.0 million total passings as of December 31, 2025. Additionally, we offer news programming and advertising services.
Key Factors Impacting Operating Results and Financial Condition
Our future performance is dependent, to a large extent, on the impact of direct competition, general economic conditions (including capital and credit market conditions), our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers. For more information, see "Risk Factors" and "Business—Competition" included herein.
We derive revenue principally through monthly charges to residential customers of our broadband, video, telephony, and mobile services. Our residential broadband, video, telephony, and mobile services accounted for approximately 41%, 30%, 3%, and 2% respectively, of our consolidated revenue for the year ended December 31, 2025. We also derive revenue from the sale of a wide and growing variety of products and services to both large enterprise and SMB customers, including broadband, telephony, networking, video, and mobile services. For the year ended December 31, 2025, 17% of our consolidated revenue was derived from these business services. In addition, we derive revenue from the sale of advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), digital advertising, data analytics and affiliation fees for news programming, which accounted for approximately 5% of our consolidated revenue for the year ended December 31, 2025. Our other revenue for the year ended December 31, 2025, primarily includes mobile equipment revenue, accounted for approximately 1% of our consolidated revenue.
Revenue is impacted by rate increases, changes in promotional offerings, changes in the number of customers that subscribe to our services, including additional services sold to our existing customers, programming package changes by our video customers, speed tier changes by our broadband customers, acquisitions/dispositions and construction of cable systems that result in the addition of new customers. Additionally, the allocation of revenue between the residential offerings is impacted by changes in the standalone selling price of each performance obligation within our promotional bundled offers.
We operate in a highly competitive, consumer-driven industry and we compete against a variety of broadband, video, mobile, fixed wireless broadband and fixed-line telephony providers and delivery systems, including broadband communications companies, wireless data and telephony providers, fiber-based service providers, satellite-based connectivity providers, Internet-delivered video content and broadcast television signals available to residential and business customers in our service areas. Emerging satellite broadband providers are beginning to offer high-speed connectivity in certain geographies that can compete with traditional broadband, although their overall presence in our footprint remains limited. Our competitors include Verizon Communications Inc. (including former Frontier Communications Parent, Inc. operations), AT&T Inc., T-Mobile US, Inc., Charter Communications, Inc., Comcast Corporation, and emerging satellite-based broadband providers, as well as DirecTV, DISH Network (a wholly-owned subsidiary of EchoStar Corporation), Lumen Technologies, Inc.'s consumer brands, including CenturyLink and Quantum Fiber, and other providers. Consumers' selection of an alternate source of service, whether due to economic constraints, technological advances, or preference, negatively impacts the demand for our services. For more information on our competitive landscape, see "Risk Factors" and "Business—Competition" included herein.
Our programming costs, which are the most significant component of our operating expenses, are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. We expect contractual rates to increase in the future. See "—Results of Operations" below for more information regarding the key factors impacting our revenues and operating expenses.
Historically, we have made substantial investments in our network and the development of new and innovative products and other service offerings for our customers as a way of differentiating ourselves from our competitors and we expect to do so in the future. Our ongoing FTTH network build has enabled us to deliver multi-gig broadband speeds to FTTH customers in order to meet the growing data needs of residential and business customers. Additionally, we are investing in our HFC network which includes a multi-gig network upgrade plan through targeted mid-split upgrades. Finally, we offer a full service mobile offering to consumers across our footprint. We may incur greater than anticipated capital expenditures in connection with these initiatives, fail to realize anticipated benefits, experience delays and business disruptions, or encounter other challenges to executing them as planned. See "—Liquidity and Capital Resources—Capital Expenditures" for additional information regarding our capital expenditures.
Non-GAAP Financial Measures
We define Adjusted EBITDA, which is a non-GAAP financial measure, as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA below.
Adjusted EBITDA eliminates the significant non-cash depreciation and amortization expense that results from the capital-intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non-cash and other operating items that affect the period-to-period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities.
We believe Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate management’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period-to-period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss) and other measures of performance presented in accordance with U.S. generally accepted accounting principles ("GAAP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.
We also use Free Cash Flow (defined as net cash flows from operating activities less cash capital expenditures) as a liquidity measure. We believe this measure is useful to investors in evaluating our ability to service our debt and make continuing investments with internally generated funds, although it may not be directly comparable to similar measures reported by other companies.
Results of Operations - Optimum Communications
Years Ended December 31,
Favorable (Unfavorable)
Revenue:
Broadband
Video
Telephony
Mobile
Residential revenue
Business services and wholesale
News and advertising
Other
Total revenue
Operating expenses:
Programming and other direct costs
Other operating expenses
Restructuring, impairments and other operating items
Depreciation and amortization
Operating income
Other income (expense):
Interest expense, net
Gain on investments and sale of affiliate interests
Gain on interest rate swap contracts, net
Loss on extinguishment of debt and write-off of deferred financing costs
Other expense, net
Loss before income taxes
Income tax benefit
Net loss
Net income attributable to noncontrolling interests
Net loss attributable to Optimum Communications stockholders
The following is a reconciliation of net loss to Adjusted EBITDA (unaudited):
Years Ended December 31,
Net loss
Income tax benefit
Other expense, net
Gain on interest rate swap contracts, net
Gain on investments and sale of affiliate interests
Loss on extinguishment of debt and write-off of deferred financing costs
Interest expense, net
Depreciation and amortization
Restructuring, impairments and other operating items
Share-based compensation
Adjusted EBITDA
The following is a reconciliation of net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
Years Ended December 31,
Net cash flows from operating activities
Less: Capital expenditures (cash)
Free Cash Flow (Deficit)
The following table sets forth certain customer metrics (unaudited):
December 31,
Increase
(Decrease)
(in thousands)
Total passings (a)
Total customer relationships (b)
Residential
SMB
Residential customers:
Broadband
Video
Telephony
Penetration of total passings (c)
Average revenue per user ("ARPU") (d)
SMB customers:
Broadband
Video
Telephony
Total mobile lines (e)
FTTH total passings (f)
FTTH customer relationships (g)
FTTH Residential
FTTH SMB
Penetration of FTTH total passings (h)
(a) Represents the estimated number of single residence homes, apartments, and condominium units passed by our HFC and FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our HFC and FTTH network. Broadband services were not available to approximately 26 thousand passings and telephony services were not available to approximately 460 thousand passings.
(b) Represents number of households/businesses that receive at least one of our fixed-line services. Customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our HFC and FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel. Total customer relationships exclude mobile-only customer relationships.
(c) Represents the number of total customer relationships divided by total passings.
(d) Calculated by dividing the average monthly revenue for the respective quarter (fourth quarter for annual periods) derived from the sale of broadband, video, telephony, and mobile services to residential customers by the average number of total residential customers for the same period (excluding mobile-only customer relationships).
(e) Mobile lines represent the number of residential and business customers’ wireless connections, which include mobile phone handsets, and other mobile wireless connected devices. An individual customer relationship may have multiple mobile lines. The 2025 and 2024 ending lines include approximately 17.6 thousand and 4.4 thousand lines related to business customers, respectively. The service revenue related to these business customers is reflected in business services and wholesale in the table above.
(f) Represents the estimated number of single residence homes, apartments, and condominium units passed by the FTTH network in areas serviceable without further extending the transmission lines. In addition, it includes commercial establishments that have connected to our FTTH network.
(g) Represents number of households/businesses that receive at least one of our fixed-line services on our FTTH network. FTTH customers represent each customer account (set up and segregated by customer name and address), weighted equally and counted as one customer, regardless of size, revenue generated, or number of boxes, units, or outlets on our FTTH network. Free accounts are included in the customer counts along with all active accounts, but they are limited to a prescribed group. Most of these accounts are also not entirely free, as they typically generate revenue through pay-per view or other pay services and certain equipment fees. Free status is not granted to regular customers as a promotion. In counting bulk residential customers, such as an apartment building, we count each subscribing unit within the building as one customer, but do not count the master account for the entire building as a customer. We count a bulk commercial customer, such as a hotel, as one customer, and do not count individual rooms at that hotel.
(h) Represents the number of total FTTH customer relationships divided by FTTH total passings.
Comparison of Results for the Year Ended December 31, 2025 to Results for the Year Ended December 31, 2024
Broadband Revenue
Broadband revenue for the years ended December 31, 2025 and 2024 was $3,542,230 and $3,645,460, respectively. Broadband revenue is derived principally through monthly charges to residential subscribers of our broadband services. Broadband revenue decreased $103,230 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due primarily to decreases in broadband customers, partially offset by higher average recurring broadband revenue per broadband subscriber, primarily driven by certain rate increases.
Video Revenue
Video revenue for the years ended December 31, 2025 and 2024 was $2,590,790 and $2,896,600, respectively. Video revenue is derived principally through monthly charges to residential customers of our video services. Video revenue decreased $305,810 (11%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due primarily to a decline in video customers, partially offset by higher average recurring video revenue per video customer, primarily driven by certain rate increases. In addition, customer credits attributable to the temporary interruption of certain video programming also contributed to the year-over-year decline.
Telephony Revenue
Telephony revenue for the years ended December 31, 2025 and 2024 was $253,677 and $277,938, respectively. Telephony revenue is derived principally through monthly charges to residential customers of our telephony services. Telephony revenue decreased $24,261 (9%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a decline in telephony customers, partially offset by higher average recurring telephony revenue per telephony customer.
Mobile Service Revenue
Mobile service revenue for the years ended December 31, 2025 and 2024 was $164,568 and $117,084, respectively. The increase of $47,484 (41%) was primarily due to an increase in mobile lines, as well as an increase in certain fees during the year ended December 31, 2025.
Business Services and Wholesale Revenue
Business services and wholesale revenue for the years ended December 31, 2025 and 2024 was $1,489,061 and $1,471,764, respectively. Business services and wholesale revenue is derived primarily from the sale of fiber-based telecommunications services to the business market, and the sale of broadband, video, telephony, and mobile services to SMB customers.
Business services and wholesale revenue increased $17,297 (1%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to increases in ethernet and indefeasible right of use revenue from our Lightpath business, partially offset by a decrease in wholesale revenue and a decrease in SMB customers.
News and Advertising Revenue
News and advertising revenue for the years ended December 31, 2025 and 2024 was $471,800 and $486,172, respectively. News and advertising revenue is primarily derived from the sale of (i) advertising inventory available on the programming carried on our cable television systems, as well as other systems (linear revenue), (ii) digital advertising, (iii) data analytics, and (iv) affiliation fees for news programming.
News and advertising revenue decreased $14,372 (3%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was primarily due to a decrease in political advertising revenue, partially offset by an increase in revenue associated with an acquisition in the third quarter of 2024.
Other Revenue
Other revenue for the years ended December 31, 2025 and 2024 was $78,341 and $59,399, respectively. Other revenue includes revenue from sales of mobile equipment and other miscellaneous revenue streams.
Other revenue increased $18,942 (32%) for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily due to higher mobile equipment sales during 2025 as compared to 2024.
Programming and Other Direct Costs
Programming and other direct costs for the years ended December 31, 2025 and 2024 amounted to $2,637,181 and $2,896,570, respectively. Programming and other direct costs include cable programming costs, which are costs paid to programmers (net of amortization of any incentives received from programmers for carriage) for cable content (including costs of VOD and pay-per-view) and are generally paid on a per-customer basis. These costs are impacted by changes in contractual rates, changes in the number of customers receiving certain programming services, new channel launches, and channel drops. These costs also include interconnection, call completion, circuit and transport fees paid to other telecommunication companies for the transport and termination of voice and data services, which typically vary based on rate changes and the level of usage by our customers. These costs also include franchise fees which are payable to the state governments and local municipalities where we operate and are primarily based on a percentage of certain categories of revenue derived from the provision of video 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. Additionally, these costs include the cost of media for advertising spots sold, the cost of mobile devices sold to our customers and direct costs of providing mobile services.
The decrease of $259,389 (9%) for the year ended December 31, 2025, as compared to the prior year was primarily attributable to the following:
Decrease in programming costs primarily due to lower video customers, partially offset by net contractual rate increases. The year to date amount includes the decrease in costs related to the temporary interruption of certain video programming during the first quarter of 2025
Increase in call completion and transport costs primarily due to level of activity and the impact of minimum guarantees
Increase in cost of goods sold primarily from our mobile business
Increase in taxes and surcharges due primarily to refunds recognized in 2024 period
Other net increases
Programming costs
Programming costs aggregated $1,919,265 and $2,251,316 for the years ended December 31, 2025 and 2024, respectively. Our programming costs in 2025 continued to be impacted by changes in the number of video customers and by changes in programming rates, the latter of which we expect will increase.
Other Operating Expenses
Other operating expenses for the years ended December 31, 2025 and 2024 amounted to $2,681,740 and $2,711,828, respectively. Other operating expenses include staff costs and employee benefits including salaries of company employees and related taxes, benefits, and other employee related expenses, as well as third-party labor costs. Other operating expenses also include network management and field service costs, which represent costs associated with the maintenance of our broadband network, including costs of certain customer connections and other costs associated with providing and maintaining services to our customers.
Customer installation and network repair and maintenance costs may fluctuate as a result of changes in the level of capitalizable activities, maintenance activities and the utilization of contractors as compared to employees. Costs associated with the initial deployment of new customer premise equipment necessary to provide services are capitalized. The costs of redeployment of customer premise equipment are expensed as incurred.
Other operating expenses also include costs related to our call center operations that handle customer inquiries and billing and collection activities, and sales and marketing costs, which include advertising production and placement costs associated with acquiring and retaining customers. These costs vary period to period and certain of these costs, such as sales and marketing, may increase with intense competition. Additionally, other operating expenses include various other administrative costs.
The decrease in other operating expenses of $30,088 (1%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
Net increase in labor related costs and benefits, partially offset by lower truck rolls and an increase in capitalizable activity
Increase in repairs and maintenance costs (including software maintenance and data processing)
Decrease in bad debt expense
Decrease in certain managed service costs primarily due to a credit received during the second quarter of 2025
Decrease in expense due to business interruption insurance reimbursement related to storms
Decrease in marketing expenses, partially offset by costs related to the temporary interruption of certain video programming in 2025
Other net decreases
Restructuring, Impairments and Other Operating Items
Restructuring, impairments and other operating items for the year ended December 31, 2025 amounted to $1,687,130, as compared to $23,696 for the year ended December 31, 2024 and comprised the following:
Years Ended December 31,
Impairment charge (a)
Contractual payments for terminated employees (b)
Gain on disposal of assets (c)
Transaction costs related to certain transactions not related to our operations
Litigation settlement expense, net of reimbursements (d)
Impairment of right-of-use operating lease assets
Contract termination costs (e)
Facility realignment costs and other
Restructuring, impairments and other operating items
(a) We recorded an impairment charge related to our indefinite-lived cable franchise rights in 2025. See Note 10 for additional information.
(b) Includes costs related to our workforce management initiatives, including costs related to a voluntary retirement program.
(c) In July 2025, we completed the sale of certain tower assets for $59,908 and recorded a gain of $55,114. In connection with the sale, we entered into a master license agreement with the buyer pursuant to which we maintain access to space on certain of those towers for an initial term of five years.
(d) 2024 amount includes a credit resulting from the waiver of a payment obligation in June 2024 related to a patent infringement settlement agreement reached in the fourth quarter of 2022 (of which $65,000 of the settlement was paid in 2022) and a credit resulting from the indemnification from a supplier related to this matter. Offsetting these credits was an expense, net of insurance recoveries, in connection with the settlement of other significant litigation.
(e) Represent costs to early terminate contracts with vendors.
We may incur additional contractual payments for terminated employee related costs and facility realignment costs in the future as we continue to analyze our organizational structure.
Depreciation and Amortization
Depreciation and amortization for the years ended December 31, 2025 and 2024 amounted to $1,696,974 and $1,642,231, respectively.
The increase in depreciation and amortization of $54,743 for the year ended December 31, 2025 as compared to 2024 was due to increased depreciation related to asset additions in 2025 and 2024, partially offset by decreased expense related to assets that had become fully depreciated. In addition, the increase included certain losses related to the disposal of plant and equipment and accelerated depreciation.
Adjusted EBITDA
Adjusted EBITDA amounted to $3,335,633 and $3,413,181 for the years ended December 31, 2025 and 2024, respectively.
Adjusted EBITDA is a non-GAAP measure that is defined as net income (loss) excluding income taxes, non-operating income or expenses, gain (loss) on extinguishment of debt and write-off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on investments and sale of affiliate interests, interest expense, net, depreciation and amortization, share-based compensation, restructuring, impairments and other operating items (such as significant legal settlements and contractual payments for terminated employees). See reconciliation of net income (loss) to Adjusted EBITDA above.
The decrease in Adjusted EBITDA for the year ended December 31, 2025 as compared to the prior year was due to the decrease in revenue, partially offset by a net decrease in operating expenses during 2025 (excluding depreciation and amortization, share-based compensation, restructuring, impairments and other operating items), as discussed above.
Free Cash Flow (Deficit)
Free Cash Flow was $(118,837) and $149,388 for the years ended December 31, 2025 and 2024, respectively. The decrease in Free Cash Flow in 2025 as compared to 2024 was due to a decrease in net cash provided by operating activities, partially offset by a decrease in capital expenditures.
Interest Expense, Net
Interest expense, net was $1,791,462 and $1,763,166 for the years ended December 31, 2025 and 2024, respectively. The increase of $28,296 (2%) for the year ended December 31, 2025 as compared to the prior year was attributable to the following:
Increase primarily due to changes in debt balances (primarily from the issuance of our receivables facility loan in July 2025), partially offset by changes in interest rates
Lower capitalized interest related to FTTH network construction
Decrease related to higher interest income
Other net increases, primarily amortization of deferred financing costs and original issue discounts from the issuance of our receivables facility loan in July 2025 and the Initial UnSub Group Credit Facility Loan
Gain on Interest Rate Swap Contracts, Net
Gain on interest rate swap contracts, net amounted to $613 and $18,632 for the years ended December 31, 2025 and 2024, respectively. These amounts primarily represent the change in the fair value of our interest rate swap contracts. Our swap contracts are not designated as hedges for accounting purposes. The gain for the year ended December 31, 2024 is net of a $52,943 loss related to the early termination of the CSC Holdings interest rate swap agreements with an aggregate notional value of $3,000,000.
Loss on Extinguishment of Debt and Write-off of Deferred Financing Costs
Loss on extinguishment of debt and write-off of deferred financing costs amounted to $23,502 and $12,901 for the years ended December 31, 2025 and 2024, respectively.
The following table provides a summary of the loss on extinguishment of debt and the write-off of deferred financing costs recorded by us:
Years ended December 31,
Incremental borrowing on Lightpath's Term Loan Facility
Repayment of CSC Holdings Term Loan B and Incremental Term Loan B-3
Redemption of 5.250% Senior Notes and 5.250% Series B Senior Notes due June 2024
Repayment of CSC Holdings Term Loan B-6
Early termination of certain finance leases
Other Expense, Net
Other expense, net amounted to $3,051 and $5,675 for the years ended December 31, 2025 and 2024, respectively. These amounts include the non-service cost components of our pension plans.
Income Tax Benefit
We recorded an income tax benefit of $96,908 for the year ended December 31, 2025, resulting in an effective tax rate of 5.0% and an income tax benefit of $4,071 for the year ended December 31, 2024, resulting in an effective tax rate of 4.9% (See Note 14 ).
The effective tax rate in 2025 includes the nondeductibility of the impairment of our indefinite-lived cable franchises, the impact of tax deficiencies on share-based compensation, and the increase in our uncertain tax positions reserve.
Our effective tax rate in 2024 includes the impact of tax deficiencies on share-based compensation and the increase in our uncertain tax positions reserve.
CSC HOLDINGS, LLC
The consolidated statements of operations of CSC Holdings are essentially identical to the consolidated statements of operations of Optimum Communications, except for the following:
CSC Holdings
Years ended December 31,
(in thousands)
Net loss attributable to Optimum Communications stockholders
Adjustments to reconcile to net loss attributable to CSC Holdings' sole member:
Income tax benefit
Interest expense, net
Other operating expenses
Net loss attributable to CSC Holdings' sole member
CSC Holdings
Years ended December 31,
(in thousands)
Optimum Communications Adjusted EBITDA
Adjustments to reconcile to CSC Holdings' Adjusted EBITDA:
Other operating expenses
CSC Holdings Adjusted EBITDA
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net income (loss) to Adjusted EBITDA (unaudited):
CSC Holdings
Years ended December 31,
Net loss
Income tax benefit
Other expense, net
Gain on interest rate swap contracts, net
Gain on investments and sale of affiliate interests, net
Loss on extinguishment of debt and write-off of deferred financing costs
Interest expense, net
Depreciation and amortization
Restructuring, impairments and other operating items
Share-based compensation
Adjusted EBITDA
Refer to Optimum Communications' Management's Discussion and Analysis of Financial Condition and Results of Operations herein.
The following is a reconciliation of CSC Holdings' net cash flow from operating activities to Free Cash Flow (Deficit) (unaudited):
CSC Holdings
Years ended December 31,
Net cash flows from operating activities
Less: Capital expenditures (cash)
Free Cash Flow (Deficit)
The differences in Adjusted EBITDA and Free Cash Flow (Deficit) between CSC Holdings and Optimum Communications relate to the transfer of certain workers' compensation, general and automobile liability liabilities to the Captive during 2024. See Note 16 .
CSC HOLDINGS RESTRICTED GROUP
For financing purposes, CSC Holdings is structured as a "Restricted Group" and an "Unrestricted Group." The Restricted Group was historically comprised of CSC Holdings and substantially all of its wholly-owned operating subsidiaries. These Restricted Group subsidiaries are subject to the covenants and restrictions of the CSC Holdings' Credit Facility and the indentures governing the notes issued by CSC Holdings. The Unrestricted Group includes certain designated subsidiaries and investments (the "Unrestricted Group") which are not subject to such covenants.
In July 2025, Cablevision Funding LLC ("Cablevision Funding"), an indirect wholly-owned subsidiary of CSC Holdings, entered into a Receivables Facility Loan and Security Agreement, by and among Cablevision Funding, the guarantors party thereto, and certain lenders and agents. In connection with this financing, certain subsidiaries of CSC Holdings that constitute substantially all of CSC Holdings’ operations in the Bronx and Brooklyn service area and network assets located in that area were declared as unrestricted subsidiaries (the “July Designation”).
In November 2025, we entered into an amendment to the CSC Holdings' Credit Facility. In connection with this amendment, we changed the composition of the Restricted Group by designating certain additional subsidiaries of CSC Holdings as unrestricted subsidiaries (the “November Designation”). This shift was intended to provide us with greater operational and financial flexibility.
The financial information set forth below reflects the financial condition and results of operations of CSC Holdings' restricted subsidiaries, presented separately from the financial condition and results of operations of CSC Holdings' unrestricted subsidiaries. To provide a meaningful comparison of the current composition of the Restricted Group, the financial information as of and for the years ended December 31, 2025 and 2024 is presented on a pro forma basis as if the July Designation and the November Designation had, in each case, occurred on January 1, 2024.
The financial information of CSC Holdings' restricted subsidiaries and unrestricted subsidiaries may not necessarily be indicative of the financial condition or results of operations that would have been achieved had such restricted subsidiaries and such unrestricted subsidiaries operated as independent, stand-alone entities during the periods presented.
Presented below is financial information that reflects a reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025
Restricted Group
Unrestricted Group
Eliminations
CSC Holdings
Net income (loss)
Income tax expense (benefit)
Other expense, net
Depreciation and amortization
Restructuring, impairments and other operating items
Share-based compensation
Adjusted EBITDA
Year Ended December 31, 2024
Restricted Group
Unrestricted Group
Eliminations
CSC Holdings
Net income (loss)
Income tax expense (benefit)
Other expense, net
Depreciation and amortization
Restructuring, impairments and other operating items
Share-based compensation
Adjusted EBITDA
LIQUIDITY AND CAPITAL RESOURCES
Optimum Communications has no operations independent of its subsidiaries. Funding for our subsidiaries has generally been provided by cash flow from their respective operations, cash on hand and borrowings under the CSC Holdings revolving credit facility and the proceeds from the issuance of securities and borrowings under syndicated term loans in the capital markets. Our decision as to the use of cash generated from operating activities, cash on hand, borrowings under the revolving credit facility or accessing the capital markets has been based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under the revolving credit facility, debt securities, and syndicated term loans. We calculate net leverage ratios for our CSC Holdings Restricted Group and Lightpath debt silos as net debt to L2QA EBITDA (Adjusted EBITDA for the two most recent consecutive fiscal quarters multiplied by 2.0).
We expect to utilize Free Cash Flow and availability under the CSC Holdings revolving credit facility, as well as future refinancing transactions, to further extend the maturities of, or reduce the principal on, our debt obligations. The timing and terms of any refinancing transactions will be subject to, among other factors, market conditions. Additionally, we may, from time to time, depending on market conditions and other factors, use cash on hand and the proceeds from other borrowings to repay the outstanding debt through open market purchases, privately negotiated purchases, tender offers, exchange offers or redemptions, or engage in similar transactions.
We believe existing cash balances, operating cash flows and availability under the CSC Holdings revolving credit facility will provide adequate funds to support our current operating plan, make planned capital expenditures and fulfill our debt service requirements for the next twelve months. However, our ability to fund our operations, make planned capital expenditures, make scheduled payments on our indebtedness and repay our indebtedness depends on our future operating performance and cash flows and our ability to access the capital markets, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control. Competition, market disruptions or a deterioration in economic conditions could lead to lower demand for our products, as well as lower levels of advertising, and increased incidence of customers' inability to pay for the services we provide. These events would adversely impact our results of operations, cash flows and financial position. Although we currently believe amounts available under the CSC Holdings 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 beyond our control. The obligations of the financial institutions under the revolving credit facilities are several and not joint and, as a result, a funding by one or more institutions does not need to be made up by the others.
In the longer term, we may not be able to generate sufficient cash from operations to fund anticipated capital expenditures, meet all existing future contractual payment obligations and repay our debt at maturity. As a result, we could be dependent upon our continued access to the capital and credit markets to issue additional debt or equity or refinance existing debt obligations. We intend to raise significant amounts of funding over the next several years to fund capital expenditures, repay existing obligations and meet other obligations, and the failure to do so successfully could adversely affect our business, financial condition, liquidity, and results of operations. If we are unable to do so, we will need to take other actions including deferring capital expenditures, selling assets, seeking strategic investments from third parties or reducing discretionary uses of cash.
As of December 31, 2025, we had approximately $7.4 billion of long-term debt maturing in 2027. Our ability to repay this debt in 2027 will be dependent on our ability to successfully refinance the debt or raise additional capital. While management is pursuing refinancing this debt and raising additional capital, there is no assurance these efforts will be successful. A failure to secure committed sources of funding to refinance this debt by April 2026 may raise substantial doubt about our ability to continue as a going concern in the future. See “Risk Factors—Risk Factors Relating to Our Business and Our Indebtedness” for additional information on risks related to our indebtedness.
Debt Outstanding
The following tables summarize the carrying value of our outstanding debt, net of unamortized deferred financing costs, discounts and premiums (excluding accrued interest) as of December 31, 2025, as well as interest expense for the year ended December 31, 2025.
CSC Holdings Restricted Group
NYC ABS
UnSub Group
Lightpath
Optimum Communications/CSC Holdings
Debt outstanding (a):
Credit facility debt
Senior guaranteed notes
Senior secured notes
Senior notes
Subtotal
Receivables Facility Loan
Finance lease obligations
Total debt
Interest expense (a):
Credit facility debt, senior notes, receivables facility loan and finance leases
(a) Excludes principal balance of notes payable to affiliate reflected on CSC Holdings balance sheet and the related interest expense which are eliminated in the Optimum Communications consolidated financial statements. See Note 16 .
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11 .
See Note 11 to our consolidated financial statements for further information regarding our outstanding debt.
Payment Obligations Related to Debt
As of December 31, 2025, total amounts payable in connection with our outstanding debt obligations, including related interest, but excluding finance lease obligations and the impact of our interest swap agreements, are as follows (see Note 9 to our consolidated financial statements for information regarding our finance lease obligations):
CSC Holdings Restricted Group
NYC ABS (a)
UnSub Group
Lightpath
Optimum Communications/CSC Holdings
Thereafter
Total
(a) The NYC ABS Loan and Security Agreement was repaid in full on January 12, 2026 with the proceeds of the Incremental UnSub Credit Facility Loans (defined below).
The amounts in the table above do not include the effects of the January 2026 debt transactions discussed in Note 11 .
For financing purposes, we have four debt silos: CSC Holdings, NYC ABS (defined below), the Unsub Group (defined below) and Lightpath. The CSC Holdings silo is structured as a restricted group (the "CSC Holdings Restricted Group") and an unrestricted group, which includes certain designated subsidiaries. The CSC Holdings Restricted Group is comprised of CSC Holdings and its wholly-owned operating subsidiaries, excluding Lightpath and certain of its designated subsidiaries, Cablevision Funding and certain special-purpose entities formed or transferred to Cablevision Funding in connection with the NYC ABS Loan and Security Agreement (defined below) and Cablevision Litchfield, LLC ("Cablevision Litchfield"), CSC Optimum Holdings, LLC ("CSC Optimum") and certain subsidiaries of CSC Holdings designated as "unrestricted subsidiaries" for the purposes of the CSC Holdings
silo on November 25, 2025 (collectively, the "UnSub Group"). The CSC Holdings Restricted Group is subject to the covenants and restrictions of CSC Holdings' credit facility and indentures governing the notes issued by CSC Holdings. The Lightpath silo includes all of Lightpath's operating subsidiaries which are subject to the covenants and restrictions of the Lightpath credit facility and indentures governing the notes issued by Lightpath. The NYC ABS silo consists of special-purpose entities that hold, among other things, certain receivables generated by our Bronx and Brooklyn service area and network assets located in that area, and is subject to covenants and restrictions set forth in the NYC ABS Loan and Security Agreement. The NYC ABS silo was repaid in full on January 12, 2026, and the obligors under the NYC ABS silo, together with certain other entities, became loan parties under the UnSub Group Facility in February 2026. The UnSub Group is subject to the covenants and restrictions of the UnSub Group Facility.
CSC Holdings Restricted Group
Sources of cash for the CSC Holdings Restricted Group include primarily cash flow from the operations of the businesses in the CSC Holdings Restricted Group, borrowings under its credit facility and issuance of securities in the capital markets, contributions from its parent, and, from time to time, distributions or loans from its subsidiaries. The CSC Holdings Restricted Group's principal uses of cash include: capital spending, in particular, the capital requirements associated with the upgrade of our digital broadband, video, and telephony services, including costs to build our FTTH network; debt service; other corporate expenses and changes in working capital; and investments that it may fund from time to time.
CSC Holdings Credit Facilities
In October 2015, a wholly-owned subsidiary of Optimum Communications, which merged with and into CSC Holdings on June 21, 2016, entered into a senior secured credit facility, which, as amended, currently provides for U.S. dollar term loans in an aggregate principal of $5,001,942, comprising (i) an incremental term loan amount of $3,000,000 ($2,827,500 outstanding as of December 31, 2025) ("Incremental Term Loan B-5"), (ii) an incremental term loan in an aggregate principal amount of $2,001,942 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-6"), and (iii) an incremental term loan in an aggregate principal amount of $2,000,000 ($0 outstanding as of December 31, 2025) ("Incremental Term Loan B-7"), and U.S. dollar revolving loan commitments in an aggregate principal amount of $2,475,000 ($2,125,000 outstanding as of December 31, 2025) (the "CSC Revolving Credit Facility" and, together with the Incremental Term Loan B-5, Incremental Term B-6, Incremental Term B-7, the "CSC Credit Facilities"), which are governed by a credit facilities agreement entered into by, inter alios, CSC Holdings, certain lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent and security agent (as amended, restated, supplemented, or otherwise modified from time to time, the "CSC Credit Facilities Agreement").
In November 2025, the proceeds from the issuance of the Incremental Term Loan B-7 were used to (i) repay the outstanding principal balance of the Incremental Term Loan B-6 and (ii) pay the fees, costs and expenses associated with these transactions.
During the year ended December 31, 2025, CSC Holdings borrowed $875,000 under the CSC Revolving Credit Facility and repaid $450,000 of amounts outstanding under the CSC Revolving Credit Facility.
At December 31, 2025, $183,514 of the CSC Revolving Credit Facility was restricted for certain letters of credit issued on our behalf and $166,486 was undrawn and available, subject to covenant limitations.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under its credit facility.
See Note 11 to our consolidated financial statements for further information regarding the CSC Credit Facilities Agreement.
CSC Holdings Senior Guaranteed Notes and Senior Notes
See Note 11 of our consolidated financial statements for further details of our outstanding senior guaranteed notes and senior notes.
As of December 31, 2025, CSC Holdings was in compliance with applicable financial covenants under each respective indenture by which the senior guaranteed notes and senior notes were issued.
NYC ABS Loan and Security Agreement
On July 16, 2025, Cablevision Funding LLC ("Cablevision Funding"), a newly formed, bankruptcy-remote, indirect wholly-owned subsidiary of the Company, entered into an asset-backed security transaction (the "NYC ABS"), in accordance with a receivables facility loan and security agreement (the "NYC ABS Loan and Security Agreement"), by and among Cablevision Funding, certain guarantors party thereto (collectively, the "NYC ABS Guarantors"), Goldman Sachs Bank USA and certain funds managed by TPG Angelo Gordon, as initial lenders, Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, Alter Domus (US) LLC, as administrative agent, and Citibank, N.A., as collateral agent (the "NYC ABS Collateral Agent") and account bank. The obligations under the NYC ABS Loan and Security Agreement were secured by substantially all of the assets of Cablevision Funding and its subsidiary, Cablevision Systems New York City LLC ("NYC AssetCo"), and the NYC ABS Guarantors, consisting of, among other things, certain receivables generated by the Company's Bronx and Brooklyn service area and network assets located in that area.
The NYC ABS Loan and Security Agreement provided for, among other things, initial term loan commitments in an aggregate principal amount of $1,000,000, issued with an original issue discount of 400 basis points. The loans made pursuant to the initial term loan commitments (the "Initial Term Loans") were to (i) mature on January 16, 2031; (ii) accrue interest at a fixed rate per annum equal to 8.875%; and (iii) amortize monthly at a rate of 2.0% per annum, up to and including January 15, 2028, and 5.0% per annum thereafter. The proceeds from the Initial Term Loans (after original issue discount, fees and other deferred financing costs) amounted to $894,063, of which a portion was used to fund Cablevision Funding’s interest reserve account with the minimum interest reserve amount in accordance with the terms of the NYC ABS Loan and Security Agreement, and pay certain costs associated with the transactions. The remaining proceeds were used to finance working capital, prepay indebtedness and for other general corporate purposes.
Pursuant to the terms of the NYC ABS Loan and Security Agreement, restricted cash was held in bank accounts controlled by the NYC ABS Collateral Agent for the purpose of paying interest, certain fees and scheduled principal and for satisfying the required liquidity reserve amounts. As of December 31, 2025, we had short-term restricted cash of $107,384 and long-term restricted cash of $21,858. The NYC ABS Loan and Security Agreement was repaid in full on January 12, 2026 with the proceeds of the Incremental UnSub Credit Facility Loans (defined below).
UnSub Group Credit Facility
On November 25, 2025, Cablevision Litchfield, LLC ("Cablevision Litchfield"), and CSC Optimum LLC ("CSC Optimum"), each an indirect wholly-owned subsidiary of the Company, entered into a Credit Agreement (the "Initial UnSub Group Credit Facility"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The Initial UnSub Group Credit Facility provided for, among other things, initial term loans in an aggregate principal amount of $2,000,000 (the "Initial UnSub Group Credit Facility Loans"). The Initial UnSub Group Credit Facility Loans were used to repay in full the Incremental Term Loan B-7 under the CSC Credit Facilities.
On January 12, 2026, Cablevision Litchfield and CSC Optimum entered into an Amended and Restated Credit Agreement (the "A&R UnSub Credit Agreement"), by and among Cablevision Litchfield and CSC Optimum, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. The A&R UnSub Credit Agreement provided for, among other things, incremental term loans in an aggregate principal amount of $1,100,000 (the "Incremental UnSub Credit Facility Loans" and, together with the Initial UnSub Group Credit Facility Loans, the "Credit Facility Loans"). Effective February 11, 2026, Cablevision Funding joined the A&R UnSub Credit Agreement as borrower under solely the Incremental UnSub Credit Facility Loans. The A&R UnSub Credit Agreement amended and restated the Initial UnSub Group Credit Facility in its entirety (as so amended and restated, the "UnSub Group Credit Facility"). The Incremental UnSub Credit Facility Loans were used to repay in full the NYC ABS Loan and Security Agreement and pay certain costs associated with the transactions. The remaining proceeds are being used for other general corporate purposes. The UnSub Group Credit Facility Loans will (i) mature on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.0%, and (iii) not amortize.
Lightpath
Sources of cash for Lightpath include existing cash balances, operating cash flows from its operating subsidiaries and availability under the revolving credit facility.
Lightpath Credit Facility
Lightpath is party to a credit agreement which provides a term loan in an aggregate principal amount of $700,000, as amended ($669,183 outstanding at December 31, 2025) and revolving loan commitments in an aggregate principal amount of $115,000, as amended. As of December 31, 2025, there were no borrowings outstanding under the Lightpath revolving credit facility. See Note 11 to our consolidated financial statements for further information regarding the Lightpath credit agreement.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under its credit agreement.
Lightpath Senior Secured Notes and Senior Notes
In 2020, Lightpath issued $450,000 in aggregate principal amount of senior secured notes that bear interest at a rate of 3.875% and mature on September 15, 2027 and $415,000 in aggregate principal amount of senior notes that bear interest at a rate of 5.625% and mature on September 15, 2028.
As of December 31, 2025, Lightpath was in compliance with applicable financial covenants under each respective indenture by which the senior secured notes and senior notes were issued.
Lightpath ABS
On February 10, 2026, Lightpath Fiber Issuer LLC (the “Issuer”) priced an offering of $1,657,000 in aggregate principal amount of Secured Fiber Network Revenue Notes, Series 2026-1 (the “Notes”), in a securitization transaction (the “Offering”). The Issuer is a newly formed, wholly owned and bankruptcy-remote indirect subsidiary of Lightpath, which is an indirect, majority-owned subsidiary of the Company. The Issuer, Lightpath Fiber Guarantor LLC, as guarantor, and certain other obligors party thereto entered into a Note Purchase Agreement on February 10, 2026, with the initial purchasers named thereto, related to the issuance and sale of the Notes. The Notes consist of $1,527,000 in aggregate principal amount of Series 2026-1, Class A-2 Notes (the “Class A-2 Notes”) and $130,000 in aggregate principal amount of Series 2026-1, Class B Notes (the “Class B Notes”). The Class A-2 Notes will bear interest at a rate of 5.597%, and the Class B Notes will bear interest at a rate of 5.890%. The Notes will pay interest monthly in arrears, beginning April 2026, and mature in March 2031. The proceeds of the Offering, if and when consummated, will be used, together with cash on the balance sheet, to (i) pay transaction fees and expenses, (ii) deposit funds into the liquidity reserve accounts, (iii) repay Lightpath’s existing indebtedness and associated repayment costs, and (iv) for general corporate purposes. We expect the Offering to close on or around March 3, 2026, subject to satisfaction of customary conditions.
Capital Expenditures
The following table presents our capital expenditures:
Years Ended December 31,
Customer premise equipment
Network infrastructure
Support and other
Business services
Capital expenditures (cash basis)
Right-of-use assets acquired in exchange for finance lease obligations
Notes payable for the purchase of equipment and other assets
Change in accrued and unpaid purchases and other
Capital expenditures (accrual basis)
Customer premise equipment includes expenditures for drop cable, fiber gateways, modems, routers and other equipment installed at customer locations. Network infrastructure includes (i) scalable infrastructure, such as headend and related equipment, (ii) line extensions, such as fiber and coaxial cable, amplifiers, electronic equipment and design and engineering costs to expand the network, and (iii) upgrade and rebuild, including costs to modify or replace existing segments of the network. Support and other capital expenditures include costs associated with the replacement or enhancement of non-network assets, such as software systems, vehicles, facilities, and office equipment. Business services capital expenditures include primarily equipment, support and other costs related to our fiber-based telecommunications business serving enterprise customers.
Storm Impact
In September 2024, the rain, wind, and flooding from Hurricane Helene impacted our Western North Carolina service area, resulting in power outages and service disruptions to customers as well as damage to our cable network in the area. We completed the reconstruction and repairs of the damage to our network and restored all service to our customers and recorded $9,754 in capital expenditures and $147 in other operating expenses for the year ended December 31, 2024.
Cash Flow Discussion
Optimum Communications
Operating Activities
Net cash provided by operating activities amounted to $1,228,457 and $1,582,401 for the years ended December 31, 2025, and 2024, respectively.
The decrease in cash provided by operating activities of $353,944 in 2025 as compared to 2024 resulted from an decrease of $377,636 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $161,137, offset by a decrease in tax payments of $96,118, among other items.), partially offset by an increase in net income before depreciation and amortization and other non-cash items of $23,692.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $949,364 and $(171,978) for the years ended December 31, 2025 and 2024.
In 2025, our financing activities consisted primarily of proceeds from long-term debt of $3,835,000, offset by the repayment of debt of $2,560,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,223,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
CSC Holdings
Operating Activities
Net cash provided by operating activities amounted to $1,234,127 and $1,481,774 for the years ended December 31, 2025 and 2024, respectively.
The decrease in cash provided by operating activities of $247,647 in 2025 as compared to 2024 resulted from a decrease of $263,459 due to changes in working capital (decreases due to the timing of payments for accounts payable and prepaid expense and other assets, a decrease from the collections of accounts receivable and an increase in interest payments of $164,911, offset by a decrease in tax payments of $96,118, among other items), partially offset by an increase in income from continuing operations before depreciation and amortization and other non-cash items of $15,812.
Investing Activities
Net cash used in investing activities for the years ended December 31, 2025 and 2024 was $1,293,796 and $1,455,513, respectively, and consisted primarily of capital expenditures of $1,347,294 and $1,433,013, respectively, primarily relating to network infrastructure and customer premise equipment.
Financing Activities
Net cash provided by (used in) financing activities amounted to $943,620 and $(81,552) for the years ended December 31, 2025 and 2024, respectively.
In 2025, our financing activities consisted primarily of net proceeds from long-term debt of $3,835,000, offset by the repayment of long-term debt of $2,568,602, additions to deferred financing costs of $170,544, and principal payments on finance lease obligations of $103,241.
In 2024, our financing activities consisted primarily of the repayment of debt of $4,225,233, and principal payments on finance lease obligations of $127,349, offset by net proceeds from long-term debt of $4,214,750.
Contractual Obligations and Off Balance Sheet Commitments
Our contractual obligations as of December 31, 2025 consist primarily of our debt obligations, purchase obligations which primarily include contractual commitments with various programming vendors to provide video services to our customers and minimum purchase obligations to purchase goods or services, operating and finance lease obligations, outstanding letters of credit and guarantees. Note 11 to our consolidated financial statements contains further information regarding our debt obligations, Note 17 contains information regarding our off-balance sheet obligations and Note 9 contains information regarding our leases.
Managing our Interest Rate Risk
See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion regarding interest rate risk.
Critical Accounting Policies and Estimates
In preparing our financial statements, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.
Goodwill and Indefinite-Lived Assets
Goodwill and indefinite-lived cable franchise rights are not amortized. Rather, such assets are tested for impairment annually or whenever events or changes in circumstances indicate that it is more likely than not that the assets may be impaired. We assess the recoverability of our goodwill and indefinite-lived cable franchise rights annually as of October 1 ("annual impairment test date"). As of the annual impairment test date, goodwill amounted to $8,041,217 all of which is related to our Telecommunications reporting unit and indefinite-lived cable franchise rights amounted to $11,600,000 (subsequent to an impairment charge of $1,611,308 recorded in the third quarter of 2025).
The assessment of recoverability may first consider qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit or our indefinite-lived cable franchise rights is less than its carrying amount. These qualitative factors include macroeconomic conditions such as changes in interest rates, industry and market considerations, recent and projected financial performance of the reporting units, as well as other factors. A quantitative test is performed if we conclude that it is more likely than not that the fair value of a reporting unit or an indefinite-lived cable franchise right is less than its carrying amount or if a qualitative assessment is not performed. If the carrying value of the reporting unit or the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
Goodwill
Goodwill resulted from business combinations and represents the excess amount of the consideration paid over the identifiable assets and liabilities recorded in acquisitions. The goodwill balance as of December 31, 2025 relates to our Telecommunications reporting unit and was recorded primarily in connection with the Cequel Acquisition in 2015 and the Cablevision Acquisition in 2016.
We estimate the fair value of our reporting units by considering both (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting unit following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours. Significant judgments in estimating the fair value of our reporting units include cash flow projections and the selection of the discount rate.
The estimates and assumptions utilized in estimating the fair value of our reporting unit could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific
point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
During the three months ended September 30, 2025, we completed our annual long-term plan, which reflected a decline in estimated future cash flows. Management deemed the decline in future estimated cash flows as a triggering event and a quantitative impairment test of our goodwill and indefinite-lived cable franchise rights was performed as of September 30, 2025.
Based on a quantitative assessment performed as of September 30, 2025, the estimated fair value of our Telecommunications reporting unit exceeded its carrying value and no impairment was recorded. A qualitative test as of our annual impairment test date was also performed which did not result in an impairment charge.
It is possible that in the future there may be changes in our estimates and assumptions, including the timing and amount of future cash flows, margins, growth rates, market participant assumptions, comparable benchmark companies and related multiples and discount rates, which could result in different fair value estimates. Significant and adverse changes to any one or more of the above-noted estimates and assumptions could result in an impairment charge in the future.
Indefinite-lived Cable Franchise Rights
Our indefinite-lived cable franchise rights represent agreements we have with state and local governments that allow us to construct and operate a cable business within a specified geographic area and allow us to solicit and service potential customers in the service areas defined by the agreements. We have concluded that our cable franchise rights have an indefinite useful life since there are no legal, regulatory, contractual, competitive, economic or other factors that limit the period over which these rights will contribute to our cash flows. For impairment testing purposes, we have concluded that our cable franchise rights are a single unit of account.
Estimates and assumptions utilized in estimating the fair value of our identifiable indefinite-lived intangible assets could have a significant impact on whether and to what extent an impairment charge is recognized. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments. Changes in assumptions could significantly affect the estimates.
As a result of our quantitative impairment test as of September 30, 2025 (discussed above), we recorded a non-cash impairment charge of $1,611,308 related to our indefinite-lived cable franchise rights. The decline in the estimated fair value of our indefinite-lived franchise rights was attributable to updated long-term financial projections, that reflected a reduction in estimated future cash flows as a result of the sustained competitive environment and macroeconomic conditions. The impairment analysis was conducted using a discounted cash flow methodology, which incorporated updated projections of future cash flows, growth rates and discount rates consistent with current market assumptions. If we experience a significant shortfall in cash flows from new customers, then we may incur future non-cash impairment charges on our indefinite-lived cable franchise rights. This charge is included in "Restructuring, impairments and other operating items" in the consolidated statement of operations and did not impact our cash flow or liquidity. As the carrying value of our franchise rights represent fair value, any reduction in the fair value of these rights would result in an additional charge. A hypothetical 10% reduction in the fair value of our franchise rights would result in an charge of approximately $1,160,000.
Capitalization of Costs
Costs incurred in the construction of our cable systems, including line extensions to, and upgrade of, our HFC infrastructure and construction of the parallel FTTH infrastructure, are capitalized. This includes headend facilities and initial placement of the feeder cable to connect a customer that had not been previously connected. These costs consist of materials, subcontractor labor, direct consulting fees, and internal labor and related costs associated with the construction activities (including interest related to FTTH construction). Internal costs that are capitalized consist of salaries and benefits of our employees and a portion of facility costs, that supports the construction activities. Such costs are depreciated over the estimated life of our infrastructure and our headend facilities and related equipment (5 to 25 years). Costs of operating the plant and the technical facilities, including repairs and maintenance, are expensed as incurred.
Costs associated with the initial deployment of new customer premise equipment ("CPE") necessary to provide services are also capitalized. These costs include materials, subcontractor labor, internal labor, and other related costs associated with the connection activities. Departmental activities supporting the connection process are capitalized based on time-weighted activity allocations of costs. These installation costs are amortized over the estimated useful
lives of the CPE. The portion of departmental costs related to disconnecting services and removing CPE from a customer, costs related to connecting CPE that has been previously connected to the network, and repair and maintenance are expensed as incurred.
Recently Issued Accounting Standards
See Note 3 to the accompanying consolidated financial statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" for a discussion of recently issued accounting standards.
