Pension Plans and Other Postretirement Benefit Plan

Company Sponsored Plans

The Company sponsors a non-contributory qualified cash balance retirement plan covering its non-union employees (the "MSG Cash Balance Pension Plan") and an unfunded non-contributory non-qualified excess cash balance plan covering certain employees who participate in the underlying qualified plan (collectively, the "MSG Cash Balance Plans"). Prior to the Distribution, certain participants of the MSG Cash Balance Plans participated in the Cablevision Cash Balance Pension Plan, a non-contributory qualified cash balance retirement plan, and an unfunded non-contributory non-qualified excess cash balance plan which was sponsored by Cablevision (collectively, the "Cablevision Cash Balance Plans"). Effective January 1, 2010, these participants ceased participation in the Cablevision Cash Balance Plans and began participation in the MSG Cash Balance Plans. Also effective January 1, 2010, the Company assumed the liability to pay benefits to current and former employees of the Company who had previously participated in the Cablevision Cash Balance Plans. On April 4, 2011, plan assets with a fair value of $9,261 were transferred from the Cablevision Cash Balance Pension Plan to the MSG Cash Balance Pension Plan. This amount represented the portion of the assets of the Cablevision Cash Balance Pension Plan attributable to the liability previously transferred from this plan to the MSG Cash Balance Pension Plan.

In addition, the Company sponsors two non-contributory qualified defined benefit pension plans covering certain of its union employees ("Union Plans"). Benefits payable to retirees under the Union Plans are based upon years of service and, for one plan, participants' compensation.

The Company sponsored a non-contributory qualified defined benefit pension plan covering its non-union employees hired prior to January 1, 2001 (the "Retirement Plan") and sponsors an unfunded non-contributory non-qualified defined benefit pension plan for the benefit of certain employees who participate in the underlying qualified plan (the "Excess Plan"). As of December 31, 2007, both the Retirement Plan and Excess Plan were amended to freeze all benefits earned through December 31, 2007 and to eliminate the ability of participants to earn benefits for future service under these plans. On March 1, 2011, the Company merged the Retirement Plan into the MSG Cash Balance Pension Plan, effectively combining the plan assets and liabilities of the respective plans. In connection with this merger, the respective benefit formulas of the plans were not amended. Effective March 1, 2011, the Retirement Plan no longer exists as a stand-alone plan and is part of the MSG Cash Balance Pension Plan.

The MSG Cash Balance Plans (which now include the Retirement Plan), Union Plans, and Excess Plan are collectively referred to as the "Pension Plans."

The Company also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 who are eligible to commence receipt of early or normal Retirement Plan benefits under the MSG Cash Balance Pension Plan and their dependents, as well as certain union employees ("Postretirement Plan").

The following table summarizes the projected benefit obligations, assets, funded status and the amounts recorded on the Company's consolidated balance sheets associated with the Pension Plans and Postretirement Plan as of June 30, 2012 and 2011 based upon actuarial valuations as of those measurement dates.



	Pension Plans						Postretirement Plan
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Change in benefit obligation:
Benefit obligation at beginning of period	$	124,010		$	122,703		$	7,888		$	7,688
Service cost	6,558			3,347			214			128
Interest cost	6,895			3,340			359			202
Actuarial loss (gain)	27,707			(3,965		)	225			(1		)
Benefits paid	(5,407		)	(1,415		)	(250		)	(129		)
Benefit obligation at end of period	159,763			124,010			8,436			7,888
Change in plan assets:
Fair value of plan assets at beginning of period	77,428			73,041			—			—
Actual return on plan assets	22,094			(486		)	—			—
Employer contributions	13,902			6,288			—			—
Benefits paid	(5,407		)	(1,415		)	—			—
Fair value of plan assets at end of period	108,017			77,428			—			—
Funded status at end of period	$	(51,746	)	$	(46,582	)	$	(8,436	)	$	(7,888	)

Amounts recognized in the consolidated balance sheets as of June 30, 2012 and 2011 consist of:



	Pension Plans						Postretirement Plan
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Current liabilities (included in accrued employee related costs)	$	(1,124	)	$	(1,333	)	$	(241	)	$	(272	)
Non-current liabilities (included in defined benefit and other postretirement obligations)	(50,622		)	(45,249		)	(8,195		)	(7,616		)
	$	(51,746	)	$	(46,582	)	$	(8,436	)	$	(7,888	)

Accumulated other comprehensive income (loss), before tax, as of June 30, 2012 and 2011 consists of the following amounts that have not yet been recognized in net periodic benefit cost:



	Pension Plans						Postretirement Plan
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Actuarial gain (loss)	$	(36,740	)	$	(30,570	)	$	(727	)	$	(150	)
Prior service credit (cost)	(91		)	(117		)	743			588
	$	(36,831	)	$	(30,687	)	$	16		$	438

Components of net periodic benefit cost for the Company's Pension Plans and Postretirement Plan for the year ended June 30, 2012, the six months ended June 30, 2011 and the years ended December 31, 2010 and 2009 are as follows:



	Pension Plans												Postretirement Plan
	Year Ended June 30, 2012			Six Months Ended June 30, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended June 30, 2012			Six Months Ended June 30, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Service cost	$	6,558		$	3,347		$	6,074		$	391		$	214		$	128		$	199		$	234
Interest cost	6,895			3,340			6,351			5,279			359			202			342			337
Expected return on plan assets	(2,606		)	(1,095		)	(1,617		)	(2,289		)	—			—			—			—
Recognized actuarial loss (gain)	2,042			1,261			2,245			192			(21		)	1			(75		)	(56		)
Amortization of unrecognized prior service cost (credit)	26			13			28			2			(176		)	(66		)	(132		)	(132		)
Net periodic benefit cost	$	12,915		$	6,866		$	13,081		$	3,575		$	376		$	265		$	334		$	383

In connection with the Cablevision Cash Balance Plans, Cablevision charged the Company for credits made into a notional account established for each participant. In addition to the amounts reflected in the table above for Company sponsored benefit plans, for the year ended December 31, 2009 the Company recorded $5,139 of expense related to the Cablevision Cash Balance Plans.

Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended June 30, 2012, the six months ended June 30, 2011 and the years ended December 31, 2010 and 2009 are as follows:



	Pension Plans											Postretirement Plan
	Year Ended June 30, 2012			Six Months Ended June 30, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended June 30, 2012			Six Months Ended June 30, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Actuarial gain (loss)	$	(8,216	)	$	2,519	$	(6,770	)	$	(15,033	)	$	(556	)	$	1		$	(1,172	)	$	295
Recognized actuarial (gain) loss	2,042			1,261		2,245			192			(21		)	1			(75		)	(56		)
Recognized prior service (credit) cost	26			13		28			2			(176		)	(66		)	(132		)	(132		)
Prior service credit due to plan amendment	—			—		—			—			331			—			—			—
Transfer of unrecognized actuarial loss from Cablevision as a result of the Cablevision Cash Balance Plans transfer	—			—		(3,712		)	—			—			—			—			—
Transfer of unrecognized prior service cost from Cablevision as a result of the Cablevision Cash Balance Plans transfer	—			—		(155		)	—			—			—			—			—
Total recognized in other comprehensive income (loss)	$	(6,148	)	$	3,793	$	(8,364	)	$	(14,839	)	$	(422	)	$	(64	)	$	(1,379	)	$	107

The estimated net loss and prior service cost for the Pension Plans expected to be amortized from accumulated other comprehensive income (loss) and recognized as components of net periodic benefit cost over the next fiscal year are $2,146 and $26, respectively. The estimated net loss and prior service credit for the Postretirement Plan expected to be amortized from accumulated other comprehensive income (loss) into net periodic benefit credit over the next fiscal year are $21 and $165, respectively.

Funded Status

The accumulated benefit obligation for the Pension Plans aggregated to $159,009 and $123,193 at June 30, 2012 and 2011, respectively. As of June 30, 2012 and 2011 each of the Pension Plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets.

Pension Plans and Postretirement Plan Assumptions

Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2012 and 2011 are as follows:



	Pension Plans				Postretirement Plan
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Discount rate	4.21	%	5.68	%	3.90	%	5.35	%
Rate of compensation increase	2.96	%	2.97	%	n/a		n/a
Healthcare cost trend rate assumed for next year	n/a		n/a		8.25	%	8.75	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	n/a		n/a		5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	n/a		n/a		2020		2020

Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for the year ended June 30, 2012, the six months ended June 30, 2011 and the years ended December 31, 2010 and 2009 are as follows:



	Pension Plans								Postretirement Plan
	Year Ended June 30, 2012		Six Months Ended June 30, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009		Year Ended June 30, 2012		Six Months Ended June 30, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009
Discount rate	5.68	%	5.55	%	6.24	%	5.81	%	5.35	%	5.35	%	5.90	%	5.80	%
Expected long-term return on plan assets	4.00	%	4.26	%	4.06	%	4.00	%	n/a		n/a		n/a		n/a
Rate of compensation increase	2.97	%	3.00	%	2.00	%	3.00	%	n/a		n/a		n/a		n/a
Healthcare cost trend rate assumed for next year	n/a		n/a		n/a		n/a		8.75	%	9.00	%	8.00	%	9.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	n/a		n/a		n/a		n/a		5.00	%	5.00	%	5.00	%	5.00	%
Year that the rate reaches the ultimate trend rate	n/a		n/a		n/a		n/a		2020		2019		2014		2014

The discount rate was determined (based on the expected duration of the benefit payments for the plans) from the Towers Watson U.S. Rate Link: 40-90 Discount Rate Model as of June 30, 2012 and from the Buck Consultants' Discount Rate Model as of June 30, 2011 to select a rate at which the Company believed the plans' benefits could be effectively settled. Both models were developed by examining the yields on selected highly rated corporate bonds. The Company's expected long-term return on plan assets is based on a periodic review and modeling of the plans' asset allocation structures over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward-looking economic outlook, and economic/financial market theory. The expected long-term rate of return was selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the asset classes covered by the investment policy and (b) projections of inflation over the long-term period during which benefits are payable to plan participants.

Assumed healthcare cost trend rates have a significant effect on the amounts reported for the Postretirement Plan. A one percentage point change in assumed healthcare cost trend rates would have the following effects:



	Increase (Decrease) on Total of Service and Interest Cost Components for the												Increase (Decrease) on Benefit Obligation at
	Year Ended June 30, 2012			Six Months Ended June 30, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			June 30, 2012			June 30, 2011
One percentage point increase	$	76		$	44		$	70		$	75		$	994		$	895
One percentage point decrease	(64		)	(38		)	(60		)	(66		)	(914		)	(778		)

Plan Assets and Investment Policy

The weighted-average asset allocation of the pension plan assets at June 30, 2012 and 2011 was as follows:



Asset Classes ^(a):	June 30, 2012		June 30, 2011
Fixed income securities	79	%	48	%
Cash equivalents	21	%	52	%
	100	%	100	%


(a)	The Company's target allocation for pension plan assets is 50% fixed income securities and 50% cash equivalents as of June 30, 2012.

Investment allocation decisions are formally made by the Company's Investment and Benefit Committee, which takes into account investment advice provided by the Company's external investment consultant. The investment consultant takes into account expected long-term risk, return, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company's Investment and Benefit Committee. The investment consultant also takes into account the plans' liabilities when making investment allocation recommendations. Those decisions are driven by asset/liability studies conducted by the external investment consultant who combines actuarial considerations and strategic investment advice. The major categories of the Company's plan assets are cash equivalents and long duration bonds which are marked-to-market on a daily basis. Due to the fact that the Company's plan assets are significantly made up of long duration bonds, the Company's assets are subjected to interest-rate risk; specifically, a rising interest rate environment. However, these assets are structured in an asset/liability framework. Consequently, an increase in interest rates would cause a corresponding decrease to the overall liability of the plans, thus creating a hedge against rising interest rates. Additional risks involving the asset/liability framework include earning insufficient returns to cover future liabilities and imperfect hedging of the liability.

Investments at Estimated Fair Value

The cumulative fair values of the individual plan assets at June 30, 2012 and 2011 by asset class are as follows:



Fair Value of Investments at June 30, 2012	Level I		Level II		Level III		Total
Registered investment company mutual funds:
Money market	$	22,804	$	—	$	—	$	22,804
U.S. government bonds	85,213		—		—		85,213
Total investments measured at fair value	$	108,017	$	—	$	—	$	108,017
Fair Value of Investments at June 30, 2011
Registered investment company mutual funds:
Money market	$	40,192	$	—	$	—	$	40,192
U.S. government bonds	37,236		—		—		37,236
Total investments measured at fair value	$	77,428	$	—	$	—	$	77,428

Contributions for Qualified Defined Benefit Pension Plans

The Company contributed $10,400 and $1,669 to the MSG Cash Balance Pension Plan and Union Plans, respectively, during the year ended June 30, 2012. The Company expects to contribute $24 to the Union Plans in fiscal year 2013.

Estimated Future Benefit Payments

The following table presents estimated future fiscal year benefit payments, as well as the expected Medicare Prescription Drug Subsidy, for the Pension Plans and Postretirement Plan:



	Pension Plans		Postretirement Plan		Subsidy
Fiscal year ended June 30, 2013	$	5,570	$	272	$	25
Fiscal year ended June 30, 2014	6,950		313		25
Fiscal year ended June 30, 2015	7,510		369		25
Fiscal year ended June 30, 2016	7,720		425		25
Fiscal year ended June 30, 2017	8,330		485		24
Fiscal years ended June 30, 2018 – 2022	56,590		3,378		106

Savings Plans

Cablevision sponsors qualified and non-qualified savings plans (the "Cablevision Savings Plans") in which employees of the Company continued to participate for a period of time after the Distribution until such time that the Company established its own savings plans. The Company made matching cash contributions on behalf of its employees to the Cablevision Savings Plans in accordance with the terms of those plans. Effective February 1, 2011, the Company established the MSG Holdings, L.P. 401(k) Savings Plan and the MSG Holdings, L.P. Excess Savings Plan (the "MSG Savings Plans"). As of February 1, 2011, employees of the Company who were eligible participants have ceased participation in the Cablevision Savings Plans and participate in the MSG Savings Plans. Expenses related to the Cablevision Savings Plans and MSG Savings Plans included in the accompanying consolidated statements of operations were as follows:



	Year Ended June 30, 2012		Six Months Ended June 30, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009
MSG Savings Plans	$	3,112	$	1,457	$	—	$	—
Cablevision Savings Plans	—		258		2,794		2,397
Total	$	3,112	$	1,715	$	2,794	$	2,397

Multiemployer Plans

The Company contributes to a number of multiemployer defined benefit pension plans, multiemployer defined contribution pension plans, and multiemployer plans that provide health and welfare benefits to retired union-represented employees under the terms of collective bargaining agreements.

Multiemployer Defined Benefit Pension Plans

The multiemployer defined benefit pension plans to which we contribute generally provide for retirement and death benefits for eligible union-represented employees based on specific eligibility/participant requirements, vesting periods and benefit formulas. The risks to the Company of participating in these multiemployer defined benefit pension plans are different from single-employer defined benefit pension plans in the following aspects:


•	Assets contributed to a multiemployer defined benefit pension plan by one employer may be used to provide benefits to employees of other participating employers.


•	If a participating employer stops contributing to a multiemployer defined benefit pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•

If the Company chooses to stop participating in some of these multiemployer defined benefit pension plans, the Company may be required to pay those plans an amount based on the Company's proportion of underfunded status of the plan, referred to as a withdrawal liability. However, cessation of participation in a multiemployer defined benefit pension plan and subsequent payment of any withdrawal liability is subject to the collective bargaining process.

The following table outlines the Company's participation in multiemployer defined benefit pension plans for the year ended June 30, 2012, the six months ended June 30, 2011, and the years ended December 31, 2010 and 2009, and summarizes the contributions that the Company has made during each period. The "EIN" and "Pension Plan Number" columns provide the Employer Identification Number ("EIN") and the three digit plan number for each applicable plan. The most recent Pension Protection Act zone status available as of June 30, 2012 and 2011 relates to the plan's two most recent years ended which are indicated. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates whether a funding improvement plan ("FIP") for yellow/orange zone plans or a rehabilitation plan ("RP") for red zone plans is either pending or has been implemented by the trustees of such plan. The zone status and any FIP or RP information is based on information that the Company received from the plan, and the zone status is as certified by the plan's actuary. The last column lists the expiration date(s) or a range of expiration dates of the collective bargaining agreement(s) to which the plans are subject. The Company's prior change of year-end to June 30 may affect the comparability of contributions made by the Company for each period presented. There are no other significant changes that affect such comparability.



			PPA Zone Status		FIP/RP Status Pending / Implemented	MSG Contributions
Plan Name	EIN	Pension Plan Number	As of June 30, 2012	As of June 30, 2011	FIP/RP Status Pending / Implemented	Year Ended June 30, 2012		Six Months Ended June 30, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009		Surcharge Imposed	Expiration Date of CBA
National Basketball Association Players' Pension Plan	13-5582586	003	Yellow as of 2/1/2011	Yellow as of 2/1/2010	FIP - Implemented	$	1,514	$	—	$	1,422	$	1,749	No	6/2021 (with certain termination rights becoming effective during 6/2017)
Pension Fund of Local No. 1 of I.A.T.S.E.	13-6414973	001	Green as of 12/31/2010	Green as of 12/31/2009	No	2,120		912		1,820		1,621		No	8/22/2012 - 5/1/2015
The Pension, Hospitalization and Benefit Plan of the Electrical Industry – Pension Trust Fund	13-6123601	001	Green as of 9/30/2011	Green as of 9/30/2010	No	1,889		906		2,049		1,907		No	6/30/2015
NBA Pension Plan for Coaches, Assistant Coaches and Trainers	13-5582586	004	Yellow as of 5/31/2011	Yellow as of 5/31/2010	FIP - Implemented	788		—		861		772		No	n/a
All Other Multiemployer Defined Benefit Pension Plans						2,821		1,196		2,657		2,336
						$	9,132	$	3,014	$	8,809	$	8,385

The Company was listed in its plans' Form 5500's as providing more than 5 percent of the total contributions for the following plans and plan years:



Fund Name	Year Contributions to Plan Exceeded 5 Percent of Total Contributions (As of Plan's Year-End)
Pension Fund of Local No. 1 of I.A.T.S.E	December 31, 2010, and 2009
Pension Fund of Wardrobe Attendants Union Local 764	December 31, 2010, and 2009
32BJ/Broadway League Pension Fund	December 31, 2010, and 2009
NBA Pension Plan for Coaches, Assistant Coaches and Trainers	May 31, 2011, 2010, and 2009

Multiemployer Defined Contribution Pension Plans and Multiemployer Plans That Provide Health and Welfare Benefits

The Company contributed $5,788 for the year ended June 30, 2012, $2,538 for the six months ended June 30, 2011 and $4,889 and $4,953 for the years ended December 31, 2010 and 2009, respectively, to multiemployer defined contribution pension plans. In addition, the Company contributed $9,973 for the year ended June 30, 2012, $4,570 for the six months ended June 30, 2011 and $11,697 and $10,875 for the years ended December 31, 2010 and 2009, respectively, to multiemployer plans that provide health and welfare benefits to retired employees.