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UNITED STATES SECURITIES AND EXCHANGE …

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification 38-3980194 Altice USA, Court Square WestLong Island City, New York 11101(516) 803-2300 SECURITIES registered pursuant to section 12(b) of the Act: Title of each class Name of EXCHANGE which registeredClass A Common Stock, par value $.

Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE, and that Mark Mullen, Chair of the Audit Committee, is an “audit committee

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Transcription of UNITED STATES SECURITIES AND EXCHANGE …

1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification 38-3980194 Altice USA, Court Square WestLong Island City, New York 11101(516) 803-2300 SECURITIES registered pursuant to section 12(b) of the Act: Title of each class Name of EXCHANGE which registeredClass A Common Stock, par value $.

2 01 New York Stock EXCHANGE Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the SECURITIES Act. Yes o No x Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SECURITIES EXCHANGE Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.

3 Yes x No o Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that theRegistrants were required to submit and post such files). Yes x No o Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( ) is not contained herein, and will not be contained, tothe 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 tothis Form 10-K.

4 O Indicate by check mark whether each Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of large accelerated filer , accelerated filer , smaller reporting company , and emerging growth company in Rule 12b-2of the EXCHANGE Act. (Check one): Large accelerated filero Accelerated filer oNon-accelerated filerx Smaller reporting company o(Do not check if a smaller reporting company) Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the EXCHANGE Act.

5 O Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x Aggregate market value of the voting and non-voting common equity held by non-affiliates of Altice USA, Inc. computed by reference to the price at which thecommon equity was last sold on the New York Stock EXCHANGE as of June 30, 2017:$3,712,484,222 Number of shares of common stock outstanding as of February 16, 2018:Class A common stock, par value $ 246,982,292 Class B common stock, par value $ 490,086,674 DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents EXPLANATORY NOTE This Amendment No.

6 1 on Form 10-K/A ( Form 10-K/A ) amends and supplements the Annual Report on Form 10-K of Altice USA, Inc. ( Altice USA or the Company or the Registrant ) for the year ended December 31, 2017, which we filed with the SECURITIES and EXCHANGE Commission (the SEC ) on March 6,2018 (the Original Form 10-K ). This Form 10-K/A is being filed primarily to provide the information required by Items 10, 11, 12, 13 and 14 of Part III ofForm 10-K. Certain of the information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permitsthe information in Part III to be incorporated in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days afterthe end of our fiscal year.

7 We are filing this Form 10-K/A because we no longer expect to file our definitive proxy statement by such date. Accordingly, thisForm 10-K/A hereby amends and replaces in its entirety Part III of the Original Form 10-K. In addition, the reference on the cover page of the Original Form 10-Kto the incorporation by reference to our definitive proxy statement, or an amendment to the Original Form 10-K, into Part III is hereby deleted. As required by Rule 12b-15 promulgated under the SECURITIES EXCHANGE Act of 1934, as amended (the EXCHANGE Act ), we have filed with this Form 10-K/A newRule 13a-14(a) certifications by our principal executive officer and principal financial officer.

8 Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of thecertifications have been omitted. We are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 because no financial statements havebeen included in this Form 10-K/A. Except as described above, this Form 10-K/A does not amend any other information set forth in the Original Form 10-K, and we have not modified or updateddisclosures included therein to reflect any subsequent events. This Form 10-K/A should be read in conjunction with the Original Form 10-K and with our filingswith the SEC subsequent to the Original Form 10-K.

9 Table of Contents TABLE OF CONTENTS Part III1 Item 10. Directors and Executive Officers and Corporate Governance1 Item 11. Executive Compensation9 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters21 Item 13. Certain Relationships and Related Transactions, and Director Independence22 Item 14. Principal Accountant Fees and Services26 iTable of Contents PART III Item 10. Directors and Executive Officers and Corporate Governance OVERVIEW The board of directors (the Board of Directors or the Board ) of Altice USA, Inc. ( Altice USA, the Company, we, us and our ) currently consists ofsix members: Dexter Goei, Dennis Okhuijsen, J r mie Bonnin, Raymond Svider, Mark Mullen and Manon Brouillette.

10 Aee Director Biographies below for moreinformation. The following section provides an overview of our Board practices, Board committee responsibilities, our leadership structure, risk oversight, governance practicesand director compensation. Board Independence Even though we are exempt from the independence requirement of the NYSE Listing Standards, ourBoard of Directors has determined that 3 out of 6 of our directors qualify as independent under theNYSE Listing Standards. Board Committees We have two committees of the Board of Directors the Audit Committee and the CompensationCommittee each of which is composed entirely of independent directors.


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