10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                     to                     

Commission File Number: 1-35106

AMC Networks Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-5403694
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
11 Penn Plaza, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

(212) 324-8500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Exchange Act Rule 12b-2).

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ	Smaller reporting company	¨

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

The number of shares of common stock outstanding as of August 5, 2011:

Class A Common Stock par value $0.01 per share	58,113,008
Class B Common Stock par value $0.01 per share	13,534,408

Explanatory Note

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on August 11, 2011, is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this report provides the following items from the Form 10-Q formatted in Extensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Balance Sheets, (ii) the unaudited Consolidated Statements of Income, (iii) the unaudited Consolidated Statement of Stockholders’ (Deficiency) Equity, (iv) the unaudited Consolidated Statements of Cash Flows, and (v) the notes to the unaudited consolidated financial statements, tagged as blocks of text.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under those sections. No other changes have been made to the Form 10-Q other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

Item 6. Exhibits

(a) Index to Exhibits.

*	10.1	Form of AMC Networks Inc. Non-Employee Director Agreement.
*	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
**	101.INS	XBRL Instance Document
**	101.SCH	XBRL Taxonomy Extension Schema Document
**	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
**	101.DEF	XBRL Taxonomy Extension Definition Linkbase
**	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
**	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed with our Form 10-Q on August 11, 2011

** Furnished with this Form 10-Q/A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	AMC NETWORKS INC.
Date:      September 2, 2011	By:	/s/ Sean S. Sullivan
		Sean S. Sullivan Executive Vice President and Chief Financial Officer

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Jun. 30, 2011	Dec. 31, 2010
Accounts receivable, trade, allowance for doubtful accounts	$ 8,697	$ 8,321
Property and equipment, accumulated depreciation	166,959	156,885
Amortizable intangible assets, accumulated amortization	714,592	675,038
Deferred financing costs, accumulated amortization	$ 13	$ 16,388
Class A [Member]
Common stock, par value	$ 0.01	$ 0
Common stock, shares authorized	360,000,000	0
Common stock, shares issued	57,813,267	0
Common stock, shares outstanding	57,813,267	0
Class B [Member]
Common stock, par value	$ 0.01	$ 0
Common stock, shares authorized	90,000,000	0
Common stock, shares issued	13,534,408	0
Common stock, shares outstanding	13,534,408	0

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Consolidated Statements Of Income (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements Of Income
Revenues, net (including revenues, net from affiliates of $8,028, $7,305, $15,968 and $14,526, respectively)	$ 291,965	$ 260,013	$ 564,868	$ 508,385
Operating expenses:
Technical and operating (excluding depreciation and amortization and including charges from affiliates of $1,396, $1,041, $2,601 and $2,057, respectively)	95,883	84,468	186,294	166,893
Selling, general and administrative (including charges from affiliates of $26,459, $25,059, $50,750 and $48,952, respectively)	88,564	77,291	175,485	155,735
Restructuring credit	(15)	(48)	(49)	(260)
Depreciation and amortization	25,259	26,664	50,185	53,354
Total operating expenses	209,691	188,375	411,915	375,722
Operating income	82,274	71,638	152,953	132,663
Other income (expense):
Interest expense	(15,353)	(18,761)	(33,703)	(38,427)
Interest income	163	557	620	1,107
Write-off of deferred financing costs	(5,703)	0	(5,703)	0
Loss on extinguishment of debt	(14,518)	0	(14,518)	0
Miscellaneous, net	7	(185)	79	(159)
Total nonoperating income (expense)	(35,404)	(18,389)	(53,225)	(37,479)
Income from continuing operations before income taxes	46,870	53,249	99,728	95,184
Income tax expense	(19,812)	(22,737)	(42,948)	(40,643)
Income from continuing operations	27,058	30,512	56,780	54,541
Income (loss) from discontinued operations, net of income taxes	97	(8,411)	193	(19,007)
Net income	$ 27,155	$ 22,101	$ 56,973	$ 35,534
Basic net income (loss) per share:
Income from continuing operations	$ 0.39	$ 0.44	$ 0.82	$ 0.79
Income (loss) from discontinued operations	$ 0.00	$ (0.12)	$ 0.00	$ (0.27)
Net income	$ 0.39	$ 0.32	$ 0.82	$ 0.51
Basic weighted average common shares	69,161	69,161	69,161	69,161

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Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 05, 2011 Class A [Member]	Aug. 05, 2011 Class B [Member]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011
Entity Registrant Name	AMC Networks Inc.
Entity Central Index Key	0001514991
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		58,113,008	13,534,408

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

Income Taxes

Note 5.     Income Taxes

For the periods presented, the Company's taxable income or loss was included in the consolidated federal and certain state and local income tax returns of Cablevision. The income tax expense or benefit is based on the taxable income of the Company on a separate tax return basis. Since the Company does not reimburse Cablevision for the tax benefit received by the Company for the utilization of Cablevision's net operating loss carry forwards ("NOLs"), the Company reflects the utilization of Cablevision's NOLs as a deemed capital contribution in the period of utilization. As such, a deemed capital contribution of $39,982 has been recorded for the six months ended June 30, 2011. The Company made certain state income tax payments in excess of the current liability of the Company computed on a separate tax return basis. Such payments have been reflected as a deemed capital distribution from the Company to Cablevision. Such distribution with regard to tax payments made amounted to $279 for the six months ended June 30, 2011.

The Company recorded income tax expense attributable to continuing operations of $19,812 and $42,948 for the three and six months ended June 30, 2011, respectively, representing an effective tax rate of 42% and 43%, respectively. The effective tax rate was higher than the federal statutory rate of 35% due primarily to state income tax expense of $2,487 and $5,290, tax expense of $107 and $492 resulting from an increase in the valuation allowance with regard to certain local income tax credit carry forwards, and tax expense of $546 and $2,069 related to uncertain tax positions, including accrued interest, for the three and six months ended June 30, 2011, respectively.

The Company recorded income tax expense attributable to continuing operations of $22,737 and $40,643 for the three and six months ended June 30, 2010, respectively, representing an effective tax rate of 43% in both periods. The effective tax rate was higher than the federal statutory rate of 35% due primarily to state income tax expense of $2,886 and $5,162, tax expense of $349 and $707 resulting from an increase in the valuation allowance with regard to certain local income tax credit carry forwards, and tax expense of $407 and $802 related to uncertain tax positions, including accrued interest, for the three and six months ended June 30, 2010, respectively.

At June 30, 2011, the Company had estimated federal NOLs of approximately $265,000, expiring on various dates from 2019 through 2026.

At June 30, 2011, the Company had foreign tax credit carry forwards of approximately $12,000, expiring on various dates from 2014 through 2021.

As a result of the Distribution, the following adjustments to the deferred tax assets and liabilities were recorded as a deemed capital distribution, net in the consolidated statement of stockholders' (deficiency) equity as of the Distribution date: (i) a decrease in the net deferred tax assets of $2,641 to reflect the lower stand-alone estimated applicable corporate tax rates, (ii) a decrease in the deferred tax asset for share-based awards of $7,292 to eliminate the portion of the deferred tax asset relating to share-based compensation expense attributable to Cablevision corporate employees that was allocated to the Company prior to the Distribution; and (iii) a decrease in the deferred tax asset of $1,314 to reflect that certain compensation awards are no longer anticipated to be realized as a tax deduction pursuant to Internal Revenue Code Section 162(m).

In January 2011, the Company settled a New York City Unincorporated Business Tax audit for the years 2003 through 2005 for $2,253, including accrued interest, which approximated the related uncertain tax position liability as of December 31, 2010. The City of New York is currently auditing the Company's Unincorporated Business Tax returns for the years 2006 through 2008.

The liability for uncertain tax positions, excluding accrued interest and associated deferred tax benefits, as of June 30, 2011 is $8,979. All of such unrecognized tax benefits, if recognized, would reduce the Company's income tax expense and effective tax rate. As of the Distribution date, liabilities for uncertain tax positions of $56,409, accrued interest of $1,284, and the associated deferred tax asset of $2,358 were eliminated and recorded as a deemed capital contribution, net in the consolidated statement of stockholders' (deficiency) equity as the liability for such uncertain tax positions became an obligation of Cablevision. Under the Company's Tax Disaffiliation Agreement with Cablevision, Cablevision is liable for all income taxes of the Company for periods prior to the Distribution except for New York City Unincorporated Business Tax.

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Concentration Of Credit Risk

6 Months Ended

Jun. 30, 2011

Concentration Of Credit Risk

Concentration Of Credit Risk

Note 10.     Concentration of Credit Risk

Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash is invested in money market funds and bank time deposits. The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The Company's emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments.

The following individual customers accounted for the following percentages of the Company's net revenues for the six months ended June 30:

	2011			2010
Customer 1		11	%		11	%
Customer 2		13	%		13	%

At June 30, 2011, Customer 2 represented 10% of the Company's net trade receivable balances.

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Business

6 Months Ended

Jun. 30, 2011

Business

Business

Note 1.     Business

Nature of Operations

AMC Networks Inc. ("AMC Networks") and collectively with its subsidiaries (the "Company") own and operate entertainment businesses and assets. On June 30, 2011, Cablevision Systems Corporation (Cablevision Systems Corporation and its subsidiaries are referred to as "Cablevision") spun-off the Company (the "Distribution") and the Company became an independent public company. The Company is comprised of two reportable segments:

• National Networks: Includes four nationally distributed programming networks: AMC, WE tv, IFC and Sundance Channel. These programming networks are distributed throughout the United States ("U.S.") via cable and other multichannel distribution platforms, including direct broadcast satellite and platforms operated by telecommunications providers (we refer collectively to these cable and other multichannel distributors as "multichannel video distributors" or "distributors"); and

• International and Other: Principally includes AMC/Sundance Channel Global, the Company's international programming business; IFC Films, the Company's independent film distribution business; and AMC Networks Broadcasting & Technology (formerly Rainbow Network Communications), the Company's network technical services business, which supplies an array of services to the network programming industry, primarily to the programming networks of the Company. AMC and Sundance Channel are available in Canada and Sundance Channel and WE tv are available in other countries throughout Europe and Asia. The International and Other reportable segment also includes VOOM HD Holdings LLC ("VOOM HD"), which as of June 30, 2011, distributes programming content in Latin America. VOOM HD ceased distributing the Rush HD channel in Europe in April 2011.

In connection with the Distribution, Cablevision contributed all of the membership interests of Rainbow Media Holdings LLC ("RMH") to the Company. RMH owned, directly or indirectly, the businesses included in Cablevision's Rainbow Media segment. On June 30, 2011, Cablevision effected the Distribution of all of AMC Networks' outstanding common stock. In the Distribution, each holder of Cablevision NY Group ("CNYG") Class A common stock of record on June 16, 2011 received one share of AMC Networks Class A common stock for every four shares of CNYG Class A common stock held on the record date, which resulted in the issuance of approximately 57,813,000 shares of Class A common stock. Each record holder of CNYG Class B common stock received one share of AMC Networks Class B common stock for every four shares of CNYG Class B common stock held on the record date, which resulted in the issuance of approximately 13,534,000 shares of Class B common stock. Immediately prior to the Distribution, the Company was an indirect wholly-owned subsidiary of Cablevision. The Company became an independent public company on June 30, 2011, the date of the Distribution. Both Cablevision and AMC Networks continue to be controlled by Charles F. Dolan, members of his immediate family and certain family related entities (collectively the "Dolan Family").

As part of the Distribution, the Company incurred $2,425,000 of debt (the "New AMC Networks Debt"), consisting of $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes (see Note 7). Approximately $1,063,000 of the proceeds of the New AMC Networks Debt was used to repay all pre-Distribution outstanding Company debt (excluding capital leases), including principal and accrued and unpaid interest to the date of repayment, and, as partial consideration for Cablevision's contribution of the membership interests in RMH to the Company, $1,250,000, net of discount, of New AMC Networks Debt was issued to CSC Holdings, LLC ("CSC Holdings"), a wholly-owned subsidiary of Cablevision, which is reflected as a deemed capital distribution in the accompanying consolidated statement of stockholders' (deficiency) equity for the six months ended June 30, 2011. CSC Holdings used such New AMC Networks Debt to satisfy and discharge outstanding CSC Holdings debt, which ultimately resulted in such New AMC Networks Debt being held by third party investors.

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Debt

6 Months Ended

Jun. 30, 2011

Debt

Debt

Note 7.     Debt

Senior Secured Credit Facility

On June 30, 2011 (the "Closing Date"), AMC Networks, as Borrower, and substantially all of its subsidiaries, as restricted subsidiaries, entered into a credit agreement (the "Credit Facility"). The Credit Facility provides AMC Networks with senior secured credit facilities consisting of a $1,130,000 term loan A facility (the "Term A Facility"), a $595,000 term loan B facility (the "Term B Facility") and a $500,000 revolving credit facility (the "Revolving Facility"). The Term A Facility and the Term B Facility were discounted $5,650 and $12,986, respectively, upon original issuance. The Term A Facility matures June 30, 2017, the Term B Facility matures December 31, 2018 and the Revolving Facility matures June 30, 2016. On the Closing Date, AMC Networks borrowed $1,130,000 under the Term A Facility and $595,000 under the Term B Facility, of which approximately $577,000 was issued to CSC Holdings as partial consideration for the transfer to AMC Networks of the RMH businesses on June 6, 2011 pursuant to the Contribution Agreement, among AMC Networks, CSC Holdings and Cablevision, and was in connection with the Distribution of

AMC Networks from Cablevision consummated on June 30, 2011. The issuance of debt to CSC Holdings is reflected as a deemed capital distribution in the accompanying consolidated statement of stockholders' (deficiency) equity for the six months ended June 30, 2011.

The Revolving Facility was not drawn upon on the Closing Date. Total undrawn revolver commitments are available to be drawn for general corporate purposes of the Company.

In connection with the Credit Facility, AMC Networks incurred deferred financing costs of $26,311, which are being amortized to interest expense, utilizing the effective interest method, over the term of each respective component of the Credit Facility.

Borrowings under the Credit Facility bear interest at a floating rate, which at the option of AMC Networks may be (1) for the Term A Facility and the Revolving Facility, either (a) a base rate plus an additional rate ranging from 0.50% to 1.25% per annum (determined based on a cash flow ratio), or (b) a Eurodollar rate plus an additional rate ranging from 1.50% to 2.25% per annum (determined based on a cash flow ratio), and (2) for the Term B Facility, either (a) 2.00% per annum above the base rate, or (b) 3.00% per annum above a Eurodollar rate (and subject to a LIBOR floor of 1.00% per annum). At June 30, 2011, the interest rate on the Term A Facility and the Term B Facility was 4.25% and 5.25%, respectively, reflecting a base rate for each plus the additional rate as described herein. In July 2011, AMC Networks converted the interest rates on the Term A Facility and the Term B Facility from a base rate to a Eurodollar rate resulting in a decrease in the interest rates to 2.19% and 4.00% on the Term A Facility and the Term B Facility, respectively.

All obligations under the Credit Facility are guaranteed jointly and severally by substantially all of AMC Networks' existing and future domestic restricted subsidiaries as primary obligors in accordance with the Credit Facility. All obligations under the Credit Facility, including the guarantees of those obligations, are secured by substantially all of the assets of AMC Networks and these subsidiaries. Cablevision is not a guarantor of, and does not otherwise have any obligations relating to, the Credit Facility or any of the Company's other indebtedness.

The borrowings under the Term A Facility and Revolving Facility portions of the Credit Facility may be voluntarily prepaid without premiums and penalty at any time. The Credit Facility agreement also provides for various mandatory prepayments, including with the proceeds from certain dispositions of property and borrowings. The Term A Facility is required to be repaid in quarterly installments of $14,125 beginning September 30, 2012 through June 30, 2013, $28,250 beginning September 30, 2013 through June 30, 2014, $42,375 beginning September 30, 2014 through June 30, 2015, $56,500 beginning September 30, 2015 through March 31, 2017 and $395,500 on June 30, 2017, the Term A Facility maturity date. The Term B Facility is required to be repaid in quarterly installments of approximately $1,488 beginning September 30, 2011 through September 30, 2018 and approximately $551,863 on December 31, 2018, the Term B Facility maturity date. The Term B Facility is not payable before maturity other than through repayments as noted above or through a refinancing with debt having a maturity date no earlier than December 31, 2018. Any amounts outstanding under the revolving credit facility are due at maturity on June 30, 2016.

The Credit Facility contains certain affirmative and negative covenants and also requires AMC Networks to comply with the following financial covenants effective September 30, 2011: (i) a maximum ratio of net debt to annual operating cash flow (each defined in the Credit Facility) of 7.00:1 initially, and decreasing in increments to 5.50:1 for periods on and after January 1, 2015; and (ii) a minimum ratio of annual operating cash flow to annual total interest expense (as defined in the Credit Facility) of 2.50:1 initially, increasing to 2.75:1 for periods on and after January 1, 2014.

AMC Networks was in compliance with all of its financial covenants under its Credit Facility as of June 30, 2011.

The Credit Facility requires AMC Networks to pay a commitment fee of between 0.25% and 0.50% (determined based on a cash flow ratio) in respect of the average daily unused commitments under the Revolving Facility. AMC Networks is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the Credit Facility.

The Company may request an increase in the Term A Facility and/or Revolving Facility by an aggregate amount not exceeding the greater of $400,000 and an amount, which after giving effect to such increase, would not cause the ratio of senior debt to annual operating cash flow, as defined, to exceed 4.75:1. As of June 30, 2011, the Company does not have any commitments for an incremental facility.

7.75% Senior Notes due 2021

On June 30, 2011, AMC Networks issued $700,000 in aggregate principal amount of its 7.75% senior notes, net of an original issue discount of $14,000, due July 15, 2021 (the "Notes") to CSC Holdings, as partial consideration for the transfer to AMC Networks of the RMH businesses on June 6, 2011, which is reflected as a deemed capital distribution in the accompanying consolidated statement of stockholders' (deficiency) equity for the six months ended June 30, 2011. The transfer was made pursuant to the Contribution Agreement. CSC Holdings used the Company's Notes to satisfy and discharge outstanding CSC Holdings debt. The recipients of the Notes or their affiliates then offered the Notes to investors, through an offering memorandum dated June 22, 2011, which ultimately resulted in the Notes being held by third party investors.

The Notes were issued under an indenture dated as of June 30, 2011 (the "Indenture").

In connection with the issuance of the Notes, AMC Networks incurred deferred financing costs of $1,162, which are being amortized, utilizing the effective interest method, to interest expense over the term of the Notes.

Interest on the Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2012.

The Notes may be redeemed, in whole or in part, at any time on or after July 15, 2016, at a redemption price equal to 103.875% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption) beginning on July 15, 2019.

In addition, if AMC Networks experiences a Change of Control (as defined in the Indenture), the holders of the Notes may require AMC Networks to repurchase for cash all or a portion of their Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such repurchase).

AMC Networks is a holding company and has no operations of its own. The Notes are guaranteed on a senior unsecured basis by certain of AMC Networks' existing and future domestic restricted subsidiaries (the "Subsidiary Guarantors"), in accordance with the Indenture. The guarantees under the Notes are full and unconditional and joint and several. Cablevision is not a guarantor of, and does not otherwise have any obligations relating to, the Notes.

The Indenture contains certain affirmative and negative covenants applicable to AMC Networks and its subsidiary guarantors, including restrictions on their ability to incur additional indebtedness, consummate certain asset sales, make investments in entities that are not "Restricted Subsidiaries" (as defined in the Indenture), create liens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks' ability to pay dividends on, or repurchase, its common stock.

AMC Networks entered into a registration rights agreement, dated as of June 30, 2011 (the "Registration Rights Agreement"), among AMC Networks, the Subsidiary Guarantors and the initial purchasers of the Notes, pursuant to which AMC Networks agreed to file a registration statement with the SEC with respect to an offer to exchange the Notes for registered notes which will have terms identical in all material respects to the Notes except that the registered notes will not contain terms that provide for restrictions on transfer, and use its commercially reasonable best efforts to cause the exchange offer registration statement to be declared effective by the SEC by July 1, 2012. In certain circumstances, AMC Networks may be required to file a shelf registration statement with the SEC registering the resale of the Notes by the holders thereof, in lieu of an exchange offer to such holders. AMC Networks will be required to pay specified additional interest on the Notes if it fails to comply with its registration obligations under the Registration Rights Agreement.

Summary of Debt Maturities

Total amounts payable by the Company under its various debt obligations (excluding capital leases) outstanding as of June 30, 2011, during the five years subsequent to December 31, 2010 and thereafter are as follows:

Years Ending December 31,
2011	$	2,975
2012		34,200
2013		90,700
2014		147,200
2015		203,700
Thereafter		1,946,225

RNS Senior Notes and Senior Subordinated Notes Redemption

RNS Senior Notes

In April 2011, Rainbow National Services LLC ("RNS"), a wholly-owned indirect subsidiary of the Company, issued a notice of redemption to holders of its 8-3/4% senior notes due September 2012. In connection therewith, on May 13, 2011 RNS redeemed 100% of the outstanding senior notes at a redemption price equal to 100% of the principal amount of the notes of $300,000, plus accrued and unpaid interest of $5,250 to the redemption date. In order to fund the May 13, 2011 redemption, the Company borrowed $300,000 under its $300,000 revolving credit facility which existed prior to the Closing Date. The Company used cash on hand to fund the payment of accrued and unpaid interest of $5,250. In connection with the redemption, the Company recorded a write-off of the related unamortized deferred financing costs and a loss on extinguishment of debt of $1,186 and $350, respectively, in the consolidated statement of income for the three and six months ended June 30, 2011.

RNS Senior Subordinated Notes (tender prices per note in dollars)

On June 15, 2011, RNS announced that it commenced a cash tender offer (the "Tender Offer") for all of its outstanding $325,000 aggregate principal amount 10-3/8% senior subordinated notes due 2014 (the "RNS Senior Subordinated Notes") for total consideration of $1,039.58 per $1,000 principal amount of notes tendered for purchase, consisting of tender offer consideration of $1,029.58 per $1,000 principal amount of notes plus an early tender premium of $10 per $1,000 principal amount of notes. The Tender Offer was made in connection with the Distribution of AMC Networks by Cablevision and was subject to certain conditions, including the completion of the Distribution.

In connection with the tender offer, on June 30, 2011 RNS redeemed 100% of the outstanding $325,000 aggregate principal amount of the RNS Senior Subordinated Notes. The Company used proceeds from borrowings under the Credit Facility to fund the redemption, and payment of fees and accrued and unpaid interest of $11,146. Tender premiums aggregating $12,864, along with accretion to the principal amount and other transaction costs of $1,304 have been recorded in loss on extinguishment of debt in the consolidated statement of income for the three and six months ended June 30, 2011. The related unamortized deferred financing costs aggregating approximately $2,455 were written off and recorded in write-off of deferred financing costs in the consolidated statements of income for the three and six months ended June 30, 2011.

RNS Credit Facility Repayment

In connection with the Distribution, RNS repaid amounts then outstanding under its RNS credit facility at June 30, 2011 of $412,500 under its term A loan facility and $300,000 under its revolving credit facility which aggregated $713,785, including accrued and unpaid interest and fees to the repayment date of June 30, 2011. The Company used proceeds from borrowings under the Credit Facility to fund the repayment. The related unamortized deferred financing costs aggregating approximately $2,062 were written off and recorded in write-off of deferred financing costs in the consolidated statements of income for the three and six months ended June 30, 2011.

Interest Rate Swap Agreements

From July 1, 2011 to August 11, 2011, the Company entered into primarily amortizing interest rate swap contracts with a total notional amount of $1,047,500 to effectively fix borrowing rates on a substantial portion of the Company's floating rate debt. These contracts were designated as hedges for accounting and tax purposes. As a result of these transactions, the interest rate paid on approximately 72% of the Company's debt (excluding capital leases) as of June 30, 2011 will be effectively fixed (29% being fixed rate obligations and 43% will be effectively fixed through utilization of these interest rate swap contracts).

Prepayment of Term A Facility

From July 1, 2011, through August 11, 2011, the Company prepaid $50,000 of the outstanding balance under the Term A Facility of $1,124,353 (net of discount) at June 30, 2011. Amounts outstanding under the Term A Facility at June 30, 2011 have been classified in the consolidated balance sheet as long-term liabilities as the first repayment is not due until September 30, 2012.

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Equity Plans

6 Months Ended

Jun. 30, 2011

Equity Plans

Equity Plans

Note 12.     Equity Plans

Treatment of Share-Based Payment Awards After the AMC Networks Distribution

In connection with the Distribution and as provided for in Cablevision's equity plans, each stock option and SAR outstanding at the effective date of the Distribution became two options or two SARs:, (i) one with respect to Cablevision's CNYG Class A common stock and one with respect to the Company's Class A common stock. The existing exercise price of each option/SAR was allocated between the existing Cablevision option/SAR and the Company's option/SAR based on the weighted average trading price of the Company's and Cablevision's common shares for the 10 trading days subsequent to the Distribution and the underlying share amount took into account the 1:4 distribution ratio. As a result of this adjustment, approximately 73.59% of the pre-AMC Networks Distribution exercise price of options/SARs was allocated to the Cablevision options/SARs and approximately 26.41% was allocated to the Company's new options/SARs.

Share-Based Payment Award Activity for Cablevision Restricted Shares

The following table summarizes activity relating to Company employees who held Cablevision restricted shares for the six months ended June 30, 2011:

	Number of Restricted Shares			Weighted Average Fair Value Per Share at Date of Grant
Unvested award balance, December 31, 2010		1,697,650		$	16.16
Granted (a)		379,620			36.10
Vested		(354,300	)		20.82
Awards forfeited		(46,340	)		17.77
Net Transfers (b)(c)		140,520			14.59
Unvested award balance, June 30, 2011 (c)		1,817,150		$	14.40

(a) Following the Distribution, the restricted stock awards granted in March 2011 were canceled and reissued as AMC Networks restricted stock awards. Such reissued restricted stock awards granted to named executive officers of AMC Networks whose compensation is potentially subject to Section 162(m) of the Internal Revenue Service Code contain performance criteria related to the financial performance of AMC Networks.

(b) Represents the net restricted shares for employees who transferred from the Company to Cablevision or from Cablevision to the Company.

(c) In connection with the Distribution, restricted share grant date fair value amounts relating to activity occurring on and as of the Distribution date were adjusted to 73.59% of their pre-Distribution grant date fair value per share amount.

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Fair Value Measurement

6 Months Ended

Jun. 30, 2011

Fair Value Measurement

Fair Value Measurement

Note 8.     Fair Value Measurement

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

• Level I - Quoted prices for identical instruments in active markets.

• Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

• Level III - Instruments whose significant value drivers are unobservable.

The following table presents for each of these hierarchy levels, the Company's financial assets that are measured at fair value on a recurring basis at June 30, 2011 and December 31, 2010:

	Level I		Level II		Level III		Total
At June 30, 2011:
Assets:
Cash equivalents (a)	$	195,451	$	—	$	—	$	195,451
At December 31, 2010:
Assets:
Cash equivalents (a)	$	78,908	$	—	$	—	$	78,908

(a)  Represents the Company's investment in funds that invest primarily in money market securities.

The Company's cash equivalents at June 30, 2011 and December 31, 2010 are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.

Fair Value of Financial Instruments

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate that value:

Credit Facility Debt, Senior Notes and Senior Subordinated Notes

The fair values of each of the Company's debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities.

The carrying values and estimated fair values of the Company's financial instruments, excluding those that are carried at fair value in the accompanying consolidated balance sheets are summarized as follows:

	June 30, 2011
	Carrying Amount		Estimated Fair Value
Debt instruments:
Credit facility debt	$	1,706,372	$	1,717,167
Senior notes		686,004		731,500
	$	2,392,376	$	2,448,667

	December 31, 2010
	Carrying Amount		Estimated Fair Value
Debt instruments:
Credit facility debt (a)	$	475,000	$	475,000
Senior notes		299,552		300,750
Senior subordinated notes		324,071		337,188
	$	1,098,623	$	1,112,938

(a) The carrying value of the Company's credit facility debt at December 31, 2010, which bore interest at variable rates, approximated its fair value.

Fair value estimates related to the Company's debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

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Intangible Assets

6 Months Ended

Jun. 30, 2011

Intangible Assets

Intangible Assets

Note 6.     Intangible Assets

The following table summarizes information relating to the Company's acquired intangible assets at June 30, 2011 and December 31, 2010:

	June 30, 2011		December 31, 2010		Estimated Useful Lives
Gross carrying amount of amortizable intangible assets
Affiliation agreements and affiliate relationships	$	911,357	$	911,357	4 to 25 years
Advertiser relationships		103,723		103,723	3 to 10 years
Other amortizable intangible assets		24,840		24,840	4 to 10 years
		1,039,920		1,039,920
Accumulated amortization
Affiliation agreements and affiliate relationships		601,643		565,893
Advertiser relationships		88,425		84,684
Other amortizable intangible assets		24,524		24,461
		714,592		675,038
Amortizable intangible assets, net of accumulated amortization		325,328		364,882
Indefinite-lived intangible assets
Trademarks		19,900		19,900
Indefinite-lived intangible assets		19,900		19,900
Goodwill		83,173		83,173
Total intangible assets, net	$	428,401	$	467,955
Aggregate amortization expense
Six months ended June 30, 2011	$	39,554

Estimated amortization expense
Year ending December 31, 2011	$	79,109
Year ending December 31, 2012		64,436
Year ending December 31, 2013		31,678
Year ending December 31, 2014		9,765
Year ending December 31, 2015		9,746

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Consolidated Statement Of Stockholders' (Deficiency) Equity (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011
Consolidated Statement Of Stockholders' (Deficiency) Equity
Balance, December 31, 2010	$ 24,831
Cash capital contributions from Cablevision	20,813
Cash capital distributions to Cablevision	(20,813)
Non-cash capital distribution to Cablevision related to employee benefit plans as a result of the Distribution (see Note 4)	(6,602)
Non-cash capital distribution associated with the issuance of debt to Cablevision (see Note 1)	(1,250,000)
Non-cash capital contribution, net related to adjustments to liability for uncertain tax positions and net deferred tax assets as a result of the Distribution (see Note 5)	44,259
Non-cash capital contribution related to the utilization of Cablevision tax losses (see Note 5)	39,982
Non-cash capital distribution of note receivable to Cablevision (see Note 4)	(17,113)
Non-cash capital contribution related to the allocation of Cablevision share-based compensation expense	8,343
Other non-cash capital distributions, net	(108)
Net income	56,973
Balance, June 30, 2011	$ (1,099,435)

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Basis Of Presentation

6 Months Ended

Jun. 30, 2011

Basis Of Presentation

Basis Of Presentation

Note 2.     Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, these unaudited consolidated financial statements do not include all the information and notes required for complete annual financial statements.

The accompanying interim unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2010 contained in the Company's Registration Statement on Form 10 filed with the SEC.

The Company's consolidated financial statements have been derived from the consolidated financial statements and accounting records of Cablevision and reflect certain assumptions and allocations. The financial position, results of operations and cash flows of the Company could differ from those that might have resulted had the Company been operated autonomously or as an entity independent of Cablevision.

The consolidated financial statements as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 presented in this Form 10-Q are unaudited; however, in the opinion of management, such consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2011, including as a result of the Company becoming a separate independent entity and the incurrence of the New AMC Networks Debt. The Company's capital structure is different from the capital structure presented in the historical consolidated financial statements and accordingly, interest expense is not necessarily indicative of the interest expense that the Company would have incurred as a separate independent entity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Comprehensive income for the three and six months ended June 30, 2011 and 2010 equals net income for the same periods.

Recently Adopted Accounting Pronouncements

In December 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-28, Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. ASU No. 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The Company adopted ASU No. 2010-28 effective January 1, 2011. The adoption of this authoritative guidance did not have any impact on the Company's consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurement, that outlines certain new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Accounting Standards Codification Topic 820-10 which became effective and was adopted by the Company on January 1, 2011. The adoption of this authoritative guidance did not have any impact on the Company's consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements, which provides amendments that (a) update the criteria for separating consideration in multiple-deliverable arrangements, (b) establish a selling price hierarchy for determining the selling price of a deliverable, and (c) replace the term "fair value" in the revenue allocation guidance with the term "selling price" to clarify that the allocation of revenue is based on entity-specific assumptions. ASU No. 2009-13 eliminates the residual method of allocating arrangement consideration to deliverables, requires the use of the relative selling price method and requires that a vendor determine its best estimate of selling price in a manner consistent with that used to determine the price to sell the deliverable on a stand-alone basis. ASU No. 2009-13 requires a vendor to significantly expand the disclosures related to multiple-deliverable revenue arrangements with the objective to provide information about the significant judgments made and changes to those judgments and how the application of the relative selling-price method affects the timing or amount of revenue recognition. ASU No. 2009-13 was adopted on a prospective basis to revenue arrangements entered into or materially modified on or after January 1, 2011. The adoption of this authoritative guidance did not have any impact on the Company's consolidated financial statements.

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Net Income (Loss) Per Common Share

6 Months Ended

Jun. 30, 2011

Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Note 3.     Net Income (Loss) per Common Share

Basic net income (loss) per common share ("EPS") is based upon net income (loss) divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the dilutive effects of stock options (including those held by directors, officers and employees of affiliates of the Company) and restricted stock (including those held by directors, officers and employees of affiliates of the Company).

The number of shares used to compute basic and diluted income per share is approximately 69,161,000, representing the number of outstanding shares issued to Cablevision shareholders on the Distribution date, and excludes unvested outstanding restricted shares, based on a distribution ratio of one share of AMC Networks common stock for every four shares of Cablevision common stock outstanding. There is no dilutive impact from common stock equivalents for the three and six months ended June 30, 2011 and 2010, as the Company had no dilutive securities outstanding. The dilutive effect of the Company's share-based awards that were issued in connection with the adjustment or conversion of Cablevision's share-based awards upon the Distribution (including Cablevision options and restricted share awards previously granted prior to the Distribution) and for future Company grants, will be included in the computation of diluted net income per share in periods subsequent to the Distribution.

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2011

Commitments And Contingencies

Commitments And Contingencies

Note 11.     Commitments and Contingencies

Commitments

As of June 30, 2011, the Company's off-balance sheet arrangements not reflected on the Company's consolidated balance sheet increased approximately $116,700 to approximately $333,700 as compared to approximately $217,000 at December 31, 2010. The increase relates primarily to an increase in commitments for future program rights obligations.

Legal Matters

DISH Network Contract Dispute

In 2005, subsidiaries of the Company entered into agreements with EchoStar Communications Corporation and its affiliates by which EchoStar Media Holdings Corporation acquired a 20% interest in VOOM HD and EchoStar Satellite LLC (the predecessor to DISH Network, LLC ("DISH Network")) agreed to distribute VOOM on DISH Network for a 15-year term. The affiliation agreement with DISH Network for such distribution provides that if VOOM HD fails to spend $100,000 per year (subject to reduction to the extent that the number of offered channels is reduced to fewer than 21), up to a maximum of $500,000 in the aggregate, on VOOM, DISH Network may seek to terminate the agreement under certain circumstances. On January 30, 2008, DISH Network purported to terminate the affiliation agreement, effective February 1, 2008, based on its assertion that VOOM HD had failed to comply with this spending provision in 2006. On January 31, 2008, VOOM HD sought and obtained a temporary restraining order from the New York Supreme Court for New York County prohibiting DISH Network from terminating the affiliation agreement. In conjunction with its request for a temporary restraining order, VOOM HD also requested a preliminary injunction and filed a lawsuit against DISH Network asserting that DISH Network did not have the right to terminate the affiliation agreement. In a decision filed on May 5, 2008, the court denied VOOM HD's motion for a preliminary injunction. On or about May 13, 2008, DISH Network ceased distribution of VOOM on its DISH Network. On May 27, 2008, VOOM HD amended its complaint to seek damages for DISH Network's improper termination of the affiliation agreement. On June 24, 2008, DISH Network answered VOOM HD's amended complaint and asserted counterclaims alleging breach of contract and breach of the duty of good faith and fair dealing with respect to the affiliation agreement. On July 14, 2008, VOOM HD replied to DISH Network's counterclaims. The Company believes that the counterclaims asserted by DISH Network are without merit. VOOM HD and DISH Network each filed cross-motions for summary judgment. In November 2010, the court denied both parties' cross-motions for summary judgment. The court also granted VOOM HD's motion for sanctions based on DISH Network's spoliation of evidence and its motion to exclude DISH Network's principal damages expert. The trial will be scheduled after DISH Network's appeal of the latter two rulings.

In connection with the Distribution, CSC Holdings and AMC Networks and Rainbow Programming Holdings, LLC, an indirect wholly-owned subsidiary of AMC Networks (collectively, the "AMC Parties") entered into an agreement (the "VOOM Litigation Agreement") which provides that from and after the Distribution date, CSC Holdings retains full control over the pending litigation with DISH Network. Any decision with respect to settlement will be made jointly by CSC Holdings and the AMC Parties. CSC Holdings and the AMC Parties will share equally in the proceeds (including in the value of any non-cash consideration) of any settlement or final judgment in the pending litigation with DISH Network that are received by subsidiaries of the Company from VOOM HD. CSC Holdings and the AMC Parties will also bear equally the legal fees and expenses in excess of amounts currently budgeted by the AMC Parties for the remainder of 2011.

Broadcast Music, Inc. Matter

Broadcast Music, Inc. ("BMI"), an organization that licenses the performance of musical compositions of its members, had alleged that certain of the Company's subsidiaries require a license to exhibit musical compositions in its catalog. BMI agreed to interim fees based on revenues covering certain periods (generally the period commencing from the launch or acquisition of each of the Company's programming networks). In May 2011, the parties reached an agreement with respect to the license fees for an amount that approximated the amount previously accrued, which was $7,040 at December 31, 2010.

Other Legal Matters

On April 15, 2011, Thomas C. Dolan, a director and Executive Vice President, Strategy and Development, in the Office of the Chairman at Cablevision, filed a lawsuit against Cablevision and RMH in New York Supreme Court. The lawsuit raises compensation-related claims (seeking approximately $11,000) related to events in 2005. The matter is being handled under the direction of an independent committee of the board of directors of Cablevision. In connection with the Distribution Agreement, Cablevision indemnified the Company and RMH against any liabilities and expenses related to this lawsuit. Based on the indemnification and Cablevision's and the Company's assessment of this possible loss contingency, no provision has been made for this matter in the accompanying consolidated financial statements.

In addition to the matter discussed above, the Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of these other matters cannot be predicted with certainty and the impact of the final resolution of these other matters on the Company's results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

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Cash Flows

6 Months Ended

Jun. 30, 2011

Cash Flows

Cash Flows

Note 4.     Cash Flows

For purposes of the unaudited consolidated statements of cash flows, the Company considers the balance of its investments in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value.

During the six months ended June 30, 2011 and 2010, the Company's non-cash investing and financing activities and other supplemental data were as follows:

	Six Months Ended June 30,
	2011			2010
Non-Cash Investing and Financing Activities:
Continuing Operations:
Deemed capital contributions related to the utilization of Cablevision tax losses (see Note 5)	$	39,982		$	28,341
Deemed capital contribution, net related to adjustments to liability for uncertain tax positions and net deferred tax assets as a result of the Distribution (see Note 5)		44,259			—
Capital distribution for the transfer of a promissory note receivable to Cablevision (see Promissory Note discussion below)		(17,113	)		—
Deemed capital distribution to Cablevision related to employee benefit plans as a result of the Distribution (see Employee Matters Agreement discussion below)		(6,602	)		—
Deemed capital distribution associated with the issuance of debt to Cablevision (see Note 1)		(1,250,000	)		—
Increase in capital lease obligations and related assets		39			—
Deemed capital contribution related to the allocation of Cablevision share-based compensation expense		8,343			7,835

Supplemental Data:
Cash interest paid – continuing operations	51,630	36,808
Cash interest paid – discontinued operations	—	—
Income taxes paid – continuing operations	5,574	2,400
Income taxes paid – discontinued operations	—	5

Promissory Note

In September 2009, RMH and one of its subsidiaries that was transferred by the Company to Cablevision on December 31, 2010 agreed to the terms of a promissory note having an initial principal amount of $0 and increasing from time to time by advances made by RMH, with an interest rate of 8.625%. As of December 31, 2010, RMH had extended advances against this promissory note aggregating $16,832. Interest income recognized by RMH related to this note amounted to $0 and $113 for the three months ended June 30, 2011 and 2010, respectively, and $120 and $193 for the six months ended June 30, 2011 and 2010, respectively. On January 31, 2011, RMH distributed to a subsidiary of Cablevision all of its rights, title and interest in and to the promissory note. This distribution amounting to $17,113, including principal and accrued and unpaid interest, is reflected as a capital distribution in the accompanying consolidated statement of stockholders' (deficiency) equity for the six months ended June 30, 2011.

Employee Matters Agreement

In connection with the Distribution, AMC Networks entered into an Employee Matters Agreement with Cablevision which allocates assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs and certain other related matters. As a result of such agreement, AMC Networks recorded a net receivable from Cablevision of $876, an increase in accrued employee related costs of $7,478 and a capital distribution of $6,602 which decreased additional paid in capital in the Company's statement of stockholders' (deficiency) equity for the transfer to the Company from Cablevision of the obligations related to the Company's employees' participant accounts in the Cablevision Excess Savings Plan $(3,616) and the Cablevision Excess Cash Balance Pension Plan $(3,862) and for the Company's obligation to Cablevision for the $6,193 unfunded liability associated with Company employee participants in Cablevision's Cash Balance Pension Plan. In addition, the Company reduced its long-term incentive plan and stock appreciation right ("SAR") liabilities and increased due to affiliates by $6,742 for its obligation to pay Cablevision for its allocated share of the related expense for Cablevision corporate employees through June 30, 2011.

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Consolidated Statements Of Income (Parenthetical) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements Of Income
Revenues, net from affiliates	$ 8,028	$ 7,305	$ 15,968	$ 14,526
Technical and operating charges from affiliates	1,396	1,041	2,601	2,057
Selling, general and administrative charges from affiliates	$ 26,459	$ 25,059	$ 50,750	$ 48,952

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Consolidated Statements Of Cash Flows (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Income from continuing operations	$ 56,780	$ 54,541
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	50,185	53,354
Share-based compensation expense allocations related to Cablevision equity classified awards	8,343	7,835
Amortization and write-off of program rights	112,872	96,927
Amortization of deferred carriage fees	11,981	12,580
Amortization of deferred financing costs and discounts on indebtedness	1,746	1,886
Write-off of deferred financing costs	5,703	0
Loss on extinguishment of debt	14,518	0
Provision for doubtful accounts	547	109
Deferred income taxes	36,008	37,273
Changes in assets and liabilities:
Accounts receivable, trade	172	(7,291)
Amounts due from/to affiliates, net	580	(6,182)
Prepaid expenses and other assets	(16,081)	(474)
Program rights	(250,777)	(156,986)
Deferred carriage fees	(1,808)	(1,586)
Accounts payable, accrued expenses and other liabilities	(29,968)	5,859
Program rights obligations	119,135	34,625
Deferred carriage fees payable	(814)	(664)
Net cash provided by operating activities	119,122	131,806
Cash flows from investing activities:
Capital expenditures	(4,340)	(2,196)
Payment for acquisition of a business	(135)	(135)
Proceeds from sale of equipment, net of costs of disposal	13	371
Net cash used in investing activities	(4,462)	(1,960)
Cash flows from financing activities:
Capital contributions from Cablevision	20,813	190,918
Capital distributions to Cablevision	(20,813)	(28,450)
Repayment of credit facility debt	(775,000)	(42,500)
Redemption of senior notes	(300,000)	0
Redemption of senior subordinated notes, including tender premium and fees	(338,365)	0
Additions to deferred financing costs	(23,900)	0
Proceeds from credit facility debt	1,442,364	0
Repayment of note payable to affiliate	0	(190,000)
Principal payments on capital lease obligations	(2,242)	(2,040)
Net cash provided by (used in) financing activities	2,857	(72,072)
Net increase in cash and cash equivalents from continuing operations	117,517	57,774
Cash flows from discontinued operations:
Net cash used in operating activities	(16)	(12,516)
Net cash provided by (used in) investing activities	376	(3,390)
Net cash used in financing activities	0	0
Effect of change in cash related to net assets distributed to Cablevision in 2010	0	(837)
Net increase (decrease) in cash and cash equivalents from discontinued operations	360	(16,743)
Cash and cash equivalents at beginning of period	79,960	29,828
Cash and cash equivalents at end of period	$ 197,837	$ 70,859

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

Note 9.     Segment Information

The Company classifies its operations into two reportable segments: National Networks, and International and Other. These reportable segments are strategic business units that are managed separately.

The Company generally allocates all corporate overhead costs, and includes such costs as executive salaries and benefits, costs of maintaining corporate headquarters, facilities and common support functions (such as human resources, legal, finance, tax, accounting, audit, treasury, risk management, strategic planning and information technology) as well as sales support functions and creative and production services to the Company's two reportable segments.

The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow (defined as operating income (loss) before depreciation and amortization, share-based compensation expense or benefit and restructuring expense or credit), a non-GAAP measure. The Company has presented the components that reconcile adjusted operating cash flow to operating income, an accepted GAAP measure. Information as to the operations of the Company's reportable segments is set forth below.

		00000000			00000000			00000000			00000000
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues, net from continuing operations
National Networks	$	266,728		$	241,397		$	518,573		$	473,433
International and Other		30,226			23,341			55,607			43,223
Inter-segment eliminations		(4,989	)		(4,725	)		(9,312	)		(8,271	)
Total	$	291,965		$	260,013		$	564,868		$	508,385

Inter-segment eliminations are primarily revenues recognized by the International and Other segment for the licensing of its program rights by the national programming networks and transmission revenues recognized by AMC Networks Broadcasting & Technology.

		00000000			00000000			00000000			00000000
	Three Months Ended June  30,						Six Months Ended June 30,
	2011			2010			2011			2010
Inter-segment revenues
National Networks	$	(185	)	$	(230	)	$	(255	)	$	(325	)
International and Other		(4,804	)		(4,495	)		(9,057	)		(7,946	)
	$	(4,989	)	$	(4,725	)	$	(9,312	)	$	(8,271	)

Reconciliation (by Segment and in Total) of Adjusted Operating Cash Flow to Operating Income (Loss) from Continuing Operations

		00000000			00000000			00000000			00000000
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Adjusted operating cash flow (deficit) from continuing operations
National Networks	$	116,892		$	108,790		$	223,248		$	209,062
International and Other		(4,758	)		(6,010	)		(11,862	)		(15,549	)
Inter-segment eliminations		(103	)		(212	)		193			402
	$	112,031		$	102,568		$	211,579		$	193,915
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Depreciation and amortization included in continuing operations
National Networks	$	(21,741	)	$	(23,179	)	$	(43,052	)	$	(46,362	)
International and Other		(3,518	)		(3,485	)		(7,133	)		(6,992	)
	$	(25,259	)	$	(26,664	)	$	(50,185	)	$	(53,354	)

		000000000			000000000			000000000			000000000
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Share-based compensation expense included in continuing operations
National Networks	$	(3,635	)	$	(3,471	)	$	(6,785	)	$	(6,556	)
International and Other		(878	)		(843	)		(1,705	)		(1,602	)
	$	(4,513	)	$	(4,314	)	$	(8,490	)	$	(8,158	)

		000000000		000000000		000000000		000000000
	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Restructuring credit included in continuing operations
National Networks	$	—	$	—	$	—	$	—
International and Other		15		48		49		260
	$	15	$	48	$	49	$	260

		000000000			000000000			000000000			000000000
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Operating income (loss) from continuing operations
National Networks	$	91,516		$	82,140		$	173,411		$	156,144
International and Other		(9,139	)		(10,290	)		(20,651	)		(23,883	)
Inter-segment eliminations		(103	)		(212	)		193			402
	$	82,274		$	71,638		$	152,953		$	132,663

A reconciliation of reportable segment amounts to the Company's consolidated balances is as follows:

		0000000			0000000			0000000			0000000
	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Income from continuing operations before income taxes
Total operating income for reportable segments	$	82,274		$	71,638		$	152,953		$	132,663
Items excluded from operating income:
Interest expense		(15,353	)		(18,761	)		(33,703	)		(38,427	)
Interest income		163			557			620			1,107
Write-off of deferred financing costs		(5,703	)		—			(5,703	)		—
Loss on extinguishment of debt		(14,518	)		—			(14,518	)		—
Miscellaneous, net		7			(185	)		79			(159	)
Income from continuing operations before income taxes	$	46,870		$	53,249		$	99,728		$	95,184

The following table summarizes the Company's capital expenditures by reportable segment for the six months ended June 30:

	2011		2010
Capital expenditures
National Networks	$	1,850	$	450
International and Other		2,490		1,746
	$	4,340	$	2,196

Substantially all revenues and assets of the Company are attributed to or located in the U.S.

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Affiliate Transactions

6 Months Ended

Jun. 30, 2011

Affiliate Transactions

Affiliate Transactions

Note 13. Affiliate Transactions

Allocations

The Company provides services to and receives services from Cablevision and its affiliates. The consolidated financial statements of the Company reflect the application of certain cost allocation policies of Cablevision. Management believes that these allocations have been made on a reasonable basis. However, it is not practicable to determine whether the charged amounts represent amounts that might have been incurred on a stand-alone basis, including as a separate independent publicly owned company, as there are no company-specific or comparable industry benchmarks with which to make such estimates. Further, as many of these transactions are conducted between subsidiaries under common control of the Dolan Family, amounts charged for these services may not represent amounts that might have been received or incurred if the transactions were based upon arm's length negotiations.

The following is a summary of the revenues and expenses included in the Company's consolidated statements of income for the three and six months ended June 30, 2011 and 2010 related to transactions with or charges from Cablevision and its affiliates:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues, net	$	8,028		$	7,305		$	15,968		$	14,526
Operating expenses:
Technical and operating expenses:
Production services	$	—		$	(190	)	$	—		$	(392	)
Other support functions		152			140			270			276
Health and welfare plans		1,244			1,091			2,331			2,173
Total technical and operating expenses	$	1,396		$	1,041		$	2,601		$	2,057
Selling, general and administrative expenses:
Corporate general and administrative costs, net	$	7,728		$	8,142		$	15,467		$	16,274
Management fees		7,218			6,438			13,958			12,656
Health and welfare plans		1,256			988			2,296			2,037
Advertising expense		1,006			395			1,331			580
Production services		(364	)		—			(557	)		—
Other support functions		288			5			360			12
Sales support and other functions, net		847			769			2,120			1,470
Share-based compensation		4,513			4,314			8,490			8,158
Long-term incentive plans		3,967			4,008			7,285			7,765
Total selling, general and administrative expenses	$	26,459		$	25,059		$	50,750		$	48,952

Revenues, net

The Company recorded affiliation fee revenues earned, net of amortization of deferred carriage fees, under affiliation agreements with companies owned by Cablevision. In addition, AMC Networks Broadcasting & Technology has entered into agreements with affiliates of Cablevision to provide various transponder, technical and support services through 2020.

Operating Expenses

Production Services

The Company provides various studio production services to affiliates of Cablevision, for which the charges are reflected as a reduction of the related expenses.

Other Support Functions

Affiliates of Cablevision provide various digital media and administrative support functions which primarily include salaries and facilities costs charged to the Company.

Health and Welfare Plans

Employees of the Company participate in health and welfare plans sponsored by Cablevision. Health and welfare benefit costs have generally been charged by Cablevision based upon the proportionate number of participants in the plans.

Corporate General and Administrative Costs, net

General and administrative costs, including costs of maintaining corporate headquarters, facilities and common support functions (such as executive management, human resources, legal, finance, tax, accounting, audit, treasury, risk management, strategic planning, information technology, etc.), have been charged to the Company by Cablevision. Additionally, the Company charges affiliates of Cablevision for a portion of the Company's leased facilities utilized by such affiliates. Such costs allocated to the Company have been included in selling, general and administrative expenses and such cost reimbursements are recorded as a reduction to selling, general and administrative expenses. See also Transition Services Agreement below.

Management Fees

Through the Distribution date, the Company paid Cablevision a management fee pursuant to a consulting agreement between Cablevision and certain of the Company's subsidiaries. The consulting agreement was terminated on the Distribution date and the Company did not replace it.

Advertising

The Company incurs advertising expenses charged by subsidiaries and affiliates of Cablevision.

Sales Support and Other Functions, net

Affiliates of Cablevision provide advertising sales support functions to the Company, which primarily include salaries and general and administrative costs, which are recorded as a charge to selling, general and administrative expenses. Additionally, the Company provides affiliation support functions to an affiliate of Cablevision, which primarily includes salaries, facilities, and general and administrative costs. These charges are recorded as a reduction to selling, general and administrative expenses.

Share-based Compensation and Long-Term Incentive Plans Expense

Cablevision charges the Company its proportionate share of expenses or benefits related to Cablevision's employee stock plans and Cablevision's long-term incentive plans. Such amounts are included in selling, general and administrative expenses in the accompanying consolidated statements of income, and if not funded or satisfied by the Company, reflected as capital contributions from Cablevision in the Company's consolidated financial statements. The long-term incentive plans are funded by the Company and aggregate liabilities of $18,563 and $28,934 related to these plans are included in accrued employee related costs and other long-term liabilities in the Company's consolidated balance sheets at June 30, 2011 and December 31, 2010, respectively. These liabilities include certain performance-based awards for which the performance criteria had not been met as of June 30, 2011 as such awards are based on achievement of certain performance criteria through December 31, 2013. The Company has accrued the amount that it currently believes will ultimately be paid based upon the performance criteria established for these performance-based awards. If it is subsequently determined that the performance criteria for such awards is not probable of being achieved, the Company would reverse the accrual in respect of such award at that time.

Treatment of Long-Term Incentive Plans After the Distribution

In 2011, 2010 and 2009, Cablevision granted three-year performance awards to certain executive officers and other members of the Company's management under Cablevision's 2006 Cash Incentive Plan. It is expected that the awards granted in 2010 and 2009 will be adjusted in light of the Distribution and the separation of the Company from the business of Cablevision. For awards granted in 2011, the performance metrics related to Cablevision were replaced with Company performance metrics. Amounts applicable to employees of the Company are and will continue to be reflected as liabilities in the Company's consolidated balance sheets until settled.

Deferred compensation awards granted by Cablevision pursuant to Cablevision's Long-Term Incentive Plan (which was superseded by the Cash Incentive Plan in 2006) will be similarly unaffected by the Distribution. Amounts applicable to employees of the Company are and will continue to be reflected as liabilities in the Company's consolidated balance sheets until settled.

Transition Services Agreement

In connection with the Distribution, Cablevision and AMC Networks entered into a Transition Services Agreement under which, in exchange for the fees specified in such agreement, Cablevision agrees to provide transition services with regard to such areas as accounting, information systems, risk management and employee services, compensation and benefits. Under the Transition Services Agreement, AMC Networks also provides certain services to The Madison Square Garden Company ("MSG") on behalf of Cablevision.

Under the Transition Services Agreement, AMC Networks provides transition services to Cablevision and MSG with regard to its information technology systems that AMC Networks, Cablevision and MSG may share. AMC Networks and Cablevision, as parties receiving services under the agreement, have agreed to indemnify the party providing services for losses incurred by such party that arise out of or are otherwise in connection with the provision by such party of services under the agreement, except to the extent that such losses result from the providing party's gross negligence, willful misconduct or breach of its obligations under the agreement. Similarly, each party providing services under the agreement agrees to indemnify the party receiving services for losses incurred by such party that arise out of or are otherwise in connection with the indemnifying party's provision of services under the agreement if such losses result from the providing party's gross negligence, willful misconduct or breach of its obligations under the agreement.

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Consolidated Balance Sheets (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents	$ 197,837	$ 79,960
Accounts receivable, trade (less allowance for doubtful accounts of $8,697 and $8,321)	241,980	242,699
Amounts due from affiliates, net	5,979	6,840
Program rights, net	206,866	186,475
Prepaid expenses and other current assets	60,518	42,950
Deferred tax asset	87,964	7,516
Total current assets	801,144	566,440
Property and equipment, net of accumulated depreciation of $166,959 and $156,885	62,864	68,977
Program rights, net	714,669	597,355
Amounts due from affiliates	3,362	3,502
Note receivable from affiliate	0	16,832
Deferred tax asset, net	0	41,250
Deferred carriage fees, net	59,170	69,343
Amortizable intangible assets, net of accumulated amortization of $714,592 and $675,038	325,328	364,882
Indefinite-lived intangible assets	19,900	19,900
Goodwill	83,173	83,173
Other assets	13,396	15,043
Deferred financing costs, net of accumulated amortization of $13 and $16,388	27,460	7,199
Total assets	2,110,466	1,853,896
Current Liabilities:
Accounts payable	55,341	46,459
Accrued liabilities:
Interest	373	20,046
Employee related costs	36,688	44,578
Deferred carriage fees payable	1,664	2,218
Other accrued expenses	17,417	23,888
Amounts due to affiliates, net	16,730	10,678
Program rights obligations	133,169	116,190
Deferred revenue	16,116	17,859
Credit facility debt	5,950	50,000
Capital lease obligations	3,013	4,575
Total current liabilities	286,461	336,491
Program rights obligations	440,791	338,635
Senior notes	686,004	299,552
Senior subordinated notes	0	324,071
Credit facility debt	1,700,422	425,000
Capital lease obligations	15,036	15,677
Deferred tax liability, net	48,788	0
Other liabilities	32,399	89,639
Total liabilities	3,209,901	1,829,065
Commitments and contingencies
Stockholders' (deficiency) equity
Paid-in capital	0	181,724
Accumulated deficit	(1,100,148)	(156,893)
Total stockholders' (deficiency) equity	(1,099,435)	24,831
Total liabilities and stockholders' equity	2,110,466	1,853,896
Class A [Member]
Stockholders' (deficiency) equity
AMC Networks common stock	578	0
Class B [Member]
Stockholders' (deficiency) equity
AMC Networks common stock	$ 135	$ 0