Condensed Consolidating Financial Statements

Long-term debt of AMC Networks includes $700,000 of 7.75% senior notes due July 2021 and $600,000 of 4.75% senior notes due December 2022. All outstanding senior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”). All Guarantor Subsidiaries are owned 100% by AMC Networks. The outstanding notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries on a joint and several basis.

Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, comprehensive income, and cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) reclassifications and eliminations necessary to arrive at the information for the Company on a consolidated basis.

Basis of Presentation

In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company's interests in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, and (ii) the Guarantor Subsidiaries' interests in the Non-Guarantor Subsidiaries, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.”

The accounting basis in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries.



Condensed Consolidated Balance Sheet
March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	835		$	117,357		$	41,262	$	—		$	159,454
Accounts receivable, trade (less allowance for doubtful accounts)	—			396,928			133,278		—			530,206
Amounts due from related parties, net	—			4,364			—		—			4,364
Intercompany receivable	9,216			1,848			—		(11,064		)	—
Current portion of program rights, net	—			318,093			57,231		—			375,324
Prepaid expenses and other current assets	19,179			30,710			13,646		—			63,535
Deferred tax asset, net	21,695			—			2,182		—			23,877
Assets held for sale	—			—			19,982		—			19,982
Total current assets	50,925			869,300			267,581		(11,064		)	1,176,742
Property and equipment, net of accumulated depreciation	—			68,362			38,031		—			106,393
Investment in affiliates	1,637,102			912,128			—		(2,549,230		)	—
Program rights, net	—			863,893			52,310		—			916,203
Amounts due from related parties, net	—			2,016			—		—			2,016
Long-term intercompany receivable	710,481			119,918			—		(830,399		)	—
Deferred carriage fees, net	—			41,891			2,516		—			44,407
Intangible assets, net	—			207,103			309,325		—			516,428
Goodwill	—			76,109			510,424		—			586,533
Other assets	31,621			47,512			56,850		—			135,983
Total assets	$	2,430,129		$	3,208,232		$	1,237,037	$	(3,390,693	)	$	3,484,705
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	149		$	61,808		$	61,296	$	—		$	123,253
Accrued liabilities and intercompany payable	22,700			71,140			28,695		(10,597		)	111,938
Current portion of program rights obligations	—			200,583			33,818		—			234,401
Deferred revenue	—			23,363			1,778		—			25,141
Current portion of long-term debt	18,500			—			—		—			18,500
Current portion of capital lease obligations	—			1,760			—		—			1,760
Liabilities held for sale	—			—			19,434		—			19,434
Total current liabilities	41,349			358,654			145,021		(10,597		)	534,427
Program rights obligations	—			443,968			2,667		—			446,635
Long-term debt	2,739,263			—			—		—			2,739,263
Capital lease obligations	—			11,931			—		—			11,931
Deferred tax liability, net	123,305			—			19,933		—			143,238
Long-term intercompany payable	—			710,481			119,257		(829,738		)	—
Other liabilities	27,936			46,252			13,329		—			87,517
Total liabilities	2,931,853			1,571,286			300,207		(840,335		)	3,963,011
Commitments and contingencies
Stockholders’ deficiency:
AMC Networks shareholders’ (deficiency) equity	(501,724		)	1,637,100			913,515		(2,550,358		)	(501,467		)
Total AMC Networks stockholders’ (deficiency) equity	(501,724		)	1,637,100			913,515		(2,550,358		)	(501,467		)
Noncontrolling interests	—			(154		)	23,315		—			23,161
Total Stockholders' (deficiency) equity	(501,724		)	1,636,946			936,830		(2,550,358		)	(478,306		)
Total liabilities and stockholders’ (deficiency) equity	$	2,430,129		$	3,208,232		$	1,237,037	$	(3,390,693	)	$	3,484,705



Condensed Consolidated Statement of Income
Three Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	460,088		$	64,466		$	—		$	524,554
Operating expenses:
Technical and operating	—			181,451			29,568			—			211,019
Selling, general and administrative	—			126,377			25,131			—			151,508
Depreciation and amortization	—			8,209			6,185			—			14,394
	—			316,037			60,884			—			376,921
Operating income	—			144,051			3,582			—			147,633
Other income (expense):
Interest expense, net	(22,232		)	(8,372		)	(827		)	—			(31,431		)
Share of affiliates income (loss)	123,173			(3,592		)	—			(119,581		)	—
Miscellaneous, net	6,342			(6,795		)	(4,657		)	—			(5,110		)
	107,283			(18,759		)	(5,484		)	(119,581		)	(36,541		)
Income (loss) from continuing operations before income taxes	107,283			125,292			(1,902		)	(119,581		)	111,092
Income tax expense	(35,916		)	(2,541		)	(648		)	—			(39,105		)
Income (loss) from continuing operations	71,367			122,751			(2,550		)	(119,581		)	71,987
Loss from discontinued operations, net of income taxes	—			—			(750		)	—			(750		)
Net income (loss) including noncontrolling interest	71,367			122,751			(3,300		)	(119,581		)	71,237
Net (income) loss attributable to noncontrolling interests	—			422			(292		)	—			130
Net income (loss) attributable to AMC Networks' stockholders	$	71,367		$	123,173		$	(3,592	)	$	(119,581	)	$	71,367



Condensed Consolidated Statement of Comprehensive Income
Three Months Ended March 31, 2014
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	71,367		$	122,751	$	(3,300	)	$	(119,581	)	$	71,237
Other comprehensive income (loss):
Foreign currency translation adjustment	6,153			6,153		(603		)	(6,153		)	5,550
Unrealized gain on interest rate swaps	786			—		—			—			786
Other comprehensive income, before income taxes	6,939			6,153		(603		)	(6,153		)	6,336
Income tax expense	(290		)	—		—			—			(290		)
Other comprehensive income, net of income taxes	6,649			6,153		(603		)	(6,153		)	6,046
Comprehensive income (loss)	78,016			128,904		(3,903		)	(125,734		)	77,283
Comprehensive loss (income) attributable to noncontrolling interests	—			422		(292		)	—			130
Comprehensive income (loss) attributable to AMC Networks' stockholders	$	78,016		$	129,326	$	(4,195	)	$	(125,734	)	$	77,413



Condensed Consolidated Statement of Cash Flows
Three Months Ended March 31, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	89,738			(39,066		)	25,279			(1,352		)	74,599
Cash flows from investing activities:
Capital expenditures	(1,338		)	(4,131		)	(720		)	—			(6,189		)
(Increase) decrease to investment in affiliates	37,298			(63,824		)	—			26,526			—
Payment for acquisition of a business, net of cash acquired	—			(1,009,286		)	16,076			—			(993,210		)
Proceeds from insurance settlements	—			654			—			—			654
Net cash used in investing activities	35,960			(1,076,587		)	15,356			26,526			(998,745		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	600,000			—			—			—			600,000
Payments for financing costs	(9,036		)	—			—			—			(9,036		)
Purchase of treasury stock	(17,804		)	—			—			—			(17,804		)
Proceeds from stock option exercises	843			—			—			—			843
Excess tax benefits from share-based compensation arrangements	4,520			—			—			—			4,520
Principal payments on capital lease obligations	—			(414		)	—			—			(414		)
Long-term intercompany debt	(710,481		)	710,481			—			—			—
Cash contributions from member	—			(2,600		)	2,600			—			—
Net cash provided by (used in) financing activities	(131,958		)	707,467			2,600			—			578,109
Net increase in cash and cash equivalents from continuing operations	(6,260		)	(408,186		)	43,235			25,174			(346,037		)
Cash flows from discontinued operations:
Net cash used in operating activities	—			—			(485		)	—			(485		)
Net decrease in cash and cash equivalents from discontinued operations	—			—			(485		)	—			(485		)
Effect of exchange rate changes on cash and cash equivalents	6,153			6,151			(3,105		)	(25,174		)	(15,975		)
Cash and cash equivalents at beginning of period	942			519,392			1,617			—			521,951
Cash and cash equivalents at end of period	$	835		$	117,357		$	41,262		$	—		$	159,454