FORM 10−K/A CABLEVISION SYSTEMS CORP /NY − CVC Filed: September 21, 2006 (Period: December 31, 2005)
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FORM 10−K/A CABLEVISION SYSTEMS CORP /NY − CVC Filed: September 21, 2006 (period: December 31, 2005) Amendment to a previously filed 10−K Table of Contents Part I Part I Item 1A. Risk Factors Item 1A. Risk Factors Item 3. Legal Proceedings Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 9A. Controls and Procedures PART IV Item 15. Exhibits and Financial Statement Schedules SIGNATURES Item 8: Financial Statements and Supplementary Data EX−23.1 (Consents of experts and counsel) EX−23.2 (Consents of experts and counsel) EX−31.1 EX−31.2 EX−32 (Certifications required under Section 906 of the Sarbanes−Oxley Act of 2002) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10−K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to _______ Commission File Registrant; State of Incorporation; IRS Employer Number Address and Telephone Number Identification No. 1−14764 Cablevision Systems Corporation 11−3415180 Delaware 1111 Stewart Avenue Bethpage, NY 11714 (516) 803−2300 1−9046 CSC Holdings, Inc. 11−2776686 Delaware 1111 Stewart Avenue Bethpage, NY 11714 (516) 803−2300 Securities registered pursuant to Section 12(b) of the Act: Name of each Exchange on which Title of each class: Registered: Cablevision Systems Corporation Cablevision NY Group Class A Common Stock New York Stock Exchange CSC Holdings, Inc. None Securities registered pursuant to Section 12(g) of the Act: Cablevision Systems Corporation None CSC Holdings, Inc. None Indicate by check mark if the Registrants are well−known seasoned issuers, as defined in Rule 405 of the Securities Act. Cablevision Systems Corporation Yes o No x CSC Holdings, Inc. Yes o No x Indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Cablevision Systems Corporation Yes o No x CSC Holdings, Inc. Yes o No x Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Cablevision Systems Corporation Yes o No x CSC Holdings, Inc. Yes o No x Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K is not contained herein, and will not be contained, to the best of the Registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. o Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers or non−accelerated filers (as defined in Exchange Act Rule 12b−2). Large accelerated Accelerated Non−accelerated filer filer filer Cablevision Systems Corporation Yes x No o Yes o No o Yes o No o CSC Holdings, Inc. Yes o No o Yes o No o Yes x No o Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b−2 of the Exchange Act). Cablevision Systems Corporation Yes o No x CSC Holdings, Inc. Yes o No x Aggregate market value of voting stock held by nonaffiliates of Cablevision Systems Corporation based on the closing price at which such stock was sold on the New York Stock Exchange on June 30, 2005: $7,013,116,276 Number of shares of common stock outstanding as of February 27, 2006: Cablevision NY Group Class A Common Stock— 225,359,176 Cablevision NY Group Class B Common Stock— 64,160,264 CSC Holdings, Inc. Common Stock— 9,529,987 Documents incorporated by reference — Cablevision Systems Corporation filed with the Securities and Exchange Commission, not later than 120 days after the close of its 2005 fiscal year, a definitive proxy statement containing the information required to be disclosed under Part II, Item 5 and Part III of Form 10−K. TABLE OF CONTENTS Part I 1A. Risk Factors 6 3. Legal Proceedings 17 Part II 6. Selected Financial Data 21 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 8. Financial Statements and Supplementary Data 90 9A. Controls and Procedures 77 Part IV 15. Exhibits and Financial Statement Schedules 80 1 In accordance with Rule 12b−15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of our Annual Report on Form 10−K for the fiscal year ended December 31, 2005 (the “Form 10−K” or the “Original Filing”) have been partially amended and the complete text of those Items, as originally filed and as amended herein, is set out in this Annual Report on Form 10−K/A (this “Form 10−K/A”): Explanatory Note Part I—Item 1A. Risk Factors Part I—Item 3. Legal Proceedings Part II—Item 6. Selected Financial Data Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II—Item 8. Financial Statements and Supplementary Data Part II—Item 9A. Controls and Procedures Part IV—Item 15 Exhibits and Financial Statement Schedules The other Items of the Original Filing have not been amended and, accordingly, have not been repeated in this Form 10−K/A. PLEASE NOTE THAT THE ONLY CHANGES TO THE ORIGINAL FILING ARE THOSE RELATED TO THE MATTERS DESCRIBED BELOW AND ONLY IN THE ITEMS LISTED ABOVE. IN ADDITION, IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION (“SEC”) RULES, THIS FORM 10−K/A INCLUDES UPDATED CERTIFICATIONS FROM OUR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AS EXHIBITS 31.1, 31.2 AND 32. OTHERWISE, THE INFORMATION CONTAINED IN THIS FORM 10−K/A IS AS OF THE DATE OF THE ORIGINAL FILING AND DOES NOT REFLECT ANY INFORMATION OR EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING. SUCH SUBSEQUENT INFORMATION OR EVENTS INCLUDE, AMONG OTHERS, THE INFORMATION AND EVENTS DESCRIBED IN OUR ORIGINALLY FILED FORM 10−Q FOR THE QUARTER ENDED MARCH 31, 2006 AND IN OUR AMENDED QUARTERLY REPORT ON FORM 10−Q/A FOR THE QUARTER ENDED MARCH 31, 2006 AND OUR FORM 10−Q FOR THE QUARTER ENDED JUNE 30, 2006 BOTH OF WHICH ARE BEING FILED CONCURRENTLY WITH THIS FORM 10−K/A, AND THE INFORMATION AND EVENTS DESCRIBED IN OUR CURRENT REPORTS ON FORM 8−K FILED SUBSEQUENT TO THE DATE OF THE ORIGINAL FILING. FOR A DESCRIPTION OF SUCH SUBSEQUENT INFORMATION AND EVENTS, PLEASE READ OUR EXCHANGE ACT REPORTS FILED SUBSEQUENT TO THE DATE OF OUR ORIGINAL FILING WHICH UPDATE AND SUPERSEDE CERTAIN INFORMATION CONTAINED IN THE ORIGINAL FILING AND THIS FORM 10−K/A. EXPLANATORY NOTE In this Form 10−K/A, Cablevision Systems Corporation ("Cablevision") and CSC Holdings, Inc. ("CSC Holdings" and collectively with Cablevision, the "Company" or the "Registrants") are restating their consolidated financial statements as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003, as previously reported in their Original Filing. We have also included under "Item 6. Selected Financial Data," restated financial information as of and for the years ended December 31, 2002 and 2001. These restatements are being made to reflect additional non−cash stock 2 based compensation (expense) benefit, and related income tax effects, relating to a number of stock option grants, including modifications, during the period 1997 through 2002, as well as certain other impacts associated with other forms of stock based compensation. The effects of these restatements are reflected in the financial statements and other financial data, including quarterly data for 2005 and 2004 and selected financial data included in this Form 10−K/A. We have not amended and do not intend to amend any of our previously filed annual reports on Form 10−K for the periods affected by the restatement or adjustments other than in this Annual Report on Form 10−K/A or any of our previously filed Quarterly Reports on Form 10−Q for any period prior to December 31, 2005. As previously disclosed in our Current Report on Form 8−K filed on August 8, 2006, the consolidated financial statements and related financial information contained in our Annual Reports on Form 10−K and Quarterly Reports on Form 10−Q for all fiscal periods and all interim periods ending on or before March 31, 2006 should no longer be relied upon and should be read only in conjunction with the information contained in this Form 10−K/A. See Note 2 of our consolidated financial statements included in this Form 10−K/A. The Company announced on August 8, 2006, that in light of published reports concerning the pricing of stock options and the timing of stock option grants at numerous other companies, the Company had undertaken a voluntary review of its past practices in connection with grants of stock options and stock appreciation rights ("SARs"). As a result of the review, which was conducted with a law firm that was not previously involved with the Company's stock option plans, the Company determined that the grant date and exercise price assigned to a number of its stock option and SAR grants during the 1997−2002 period did not correspond to the actual grant date and the closing price of the Company's common stock on the actual grant date.