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
June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1,984		$	193,965		$	88,043	$	—		$	283,992
Accounts receivable, trade (less allowance for doubtful accounts)	—			378,853			139,259		—			518,112
Amounts due from related parties, net	—			4,044			—		—			4,044
Current portion of program rights, net	—			336,866			61,697		—			398,563
Prepaid expenses, other current assets and intercompany receivable	22,503			52,770			12,019		(29,686		)	57,606
Deferred tax asset, net	24,491			—			5,093		—			29,584
Assets held for sale	—			—			18,709		—			18,709
Total current assets	48,978			966,498			324,820		(29,686		)	1,310,610
Property and equipment, net of accumulated depreciation	—			73,102			56,938		—			130,040
Investment in affiliates	1,722,171			963,675			—		(2,685,846		)	—
Program rights, net	—			920,485			50,971		—			971,456
Amounts due from related parties, net	—			1,935			—		—			1,935
Long-term intercompany receivable	706,190			122,208			—		(828,398		)	—
Deferred carriage fees, net	—			49,406			2,375		—			51,781
Intangible assets, net	—			204,666			293,695		—			498,361
Goodwill	—			75,470			526,451		—			601,921
Other assets	30,018			40,910			48,818		—			119,746
Total assets	$	2,507,357		$	3,418,355		$	1,304,068	$	(3,543,930	)	$	3,685,850
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	55		$	68,143		$	63,734	$	—		$	131,932
Accrued liabilities and intercompany payable	32,148			103,182			21,744		(29,686		)	127,388
Current portion of program rights obligations	—			224,870			36,404		—			261,274
Deferred revenue	—			40,282			2,938		—			43,220
Current portion of long-term debt	37,000			—			—		—			37,000
Current portion of capital lease obligations	—			2,149			685		—			2,834
Liabilities held for sale	—			—			17,632		—			17,632
Total current liabilities	69,203			438,626			143,137		(29,686		)	621,280
Program rights obligations	—			488,150			2,349		—			490,499
Long-term debt	2,721,353			—			—		—			2,721,353
Capital lease obligations	—			13,162			15,876		—			29,038
Deferred tax liability, net	108,906			—			15,374		—			124,280
Long-term intercompany payable	—			706,190			122,208		(828,398		)	—
Other liabilities	31,148			50,642			13,699		—			95,489
Total liabilities	2,930,610			1,696,770			312,643		(858,084		)	4,081,939
Commitments and contingencies
Stockholders’ deficiency:
AMC Networks stockholders’ (deficiency) equity	(423,253		)	1,722,171			958,351		(2,685,846		)	(428,577		)
Total AMC Networks stockholders’ (deficiency) equity	(423,253		)	1,722,171			958,351		(2,685,846		)	(428,577		)
Noncontrolling interests	—			(586		)	33,074		—			32,488
Total Stockholders' (deficiency) equity	(423,253		)	1,721,585			991,425		(2,685,846		)	(396,089		)
Total liabilities and stockholders’ (deficiency) equity	$	2,507,357		$	3,418,355		$	1,304,068	$	(3,543,930	)	$	3,685,850



Condensed Consolidated Statement of Income
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	412,773		$	109,320		$	—		$	522,093
Operating expenses:
Technical and operating	—			175,522			56,522			—			232,044
Selling, general and administrative	—			114,963			26,917			10			141,890
Restructuring expense	—			—			1,153			—			1,153
Depreciation and amortization	—			8,511			9,020			—			17,531
	—			298,996			93,612			10			392,618
Operating income	—			113,777			15,708			(10		)	129,475
Other income (expense):
Interest expense, net	(19,953		)	(12,213		)	(1,439		)	—			(33,605		)
Share of affiliates income	115,703			9,663			—			(125,366		)	—
Miscellaneous, net	(4,500		)	6,461			(1,102		)	10			869
	91,250			3,911			(2,541		)	(125,356		)	(32,736		)
Income from continuing operations before income taxes	91,250			117,688			13,167			(125,366		)	96,739
Income tax expense	(32,595		)	(2,417		)	(1,547		)	—			(36,559		)
Income from continuing operations	58,655			115,271			11,620			(125,366		)	60,180
Loss from discontinued operations, net of income taxes	—			—			(1,732		)	—			(1,732		)
Net income including noncontrolling interest	58,655			115,271			9,888			(125,366		)	58,448
Net (income) loss attributable to noncontrolling interests	—			432			(225		)	—			207
Net income attributable to AMC Networks' stockholders	$	58,655		$	115,703		$	9,663		$	(125,366	)	$	58,655



Condensed Consolidated Statement of Income
Six Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	872,861		$	173,786		$	—		$	1,046,647
Operating expenses:
Technical and operating	—			356,972			92,243			—			449,215
Selling, general and administrative	—			241,340			45,896			10			287,246
Restructuring expense	—			—			1,153			—			1,153
Depreciation and amortization	—			16,720			15,205			—			31,925
	—			615,032			154,497			10			769,539
Operating income	—			257,829			19,289			(10		)	277,108
Other income (expense):
Interest expense, net	(42,185		)	(20,585		)	(2,266		)	—			(65,036		)
Share of affiliates income	238,876			6,070			—			(244,946		)	—
Miscellaneous, net	1,842			(334		)	(5,759		)	10			(4,241		)
	198,533			(14,849		)	(8,025		)	(244,936		)	(69,277		)
Income from continuing operations before income taxes	198,533			242,980			11,264			(244,946		)	207,831
Income tax expense	(68,511		)	(4,958		)	(2,195		)	—			(75,664		)
Income from continuing operations	130,022			238,022			9,069			(244,946		)	132,167
Loss from discontinued operations, net of income taxes	—			—			(2,482		)	—			(2,482		)
Net income including noncontrolling interest	130,022			238,022			6,587			(244,946		)	129,685
Net (income) loss attributable to noncontrolling interests	—			854			(517		)	—			337
Net income attributable to AMC Networks' stockholders	$	130,022		$	238,876		$	6,070		$	(244,946	)	$	130,022



Condensed Consolidated Statement of Comprehensive Income
Three Months Ended June 30, 2014
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	58,655		$	115,271	$	9,888		$	(125,366	)	$	58,448
Other comprehensive income (loss):
Foreign currency translation adjustment	9,221			9,221		(4,719		)	(9,221		)	4,502
Unrealized gain on interest rate swaps	1,171			—		—			—			1,171
Other comprehensive income (loss), before income taxes	10,392			9,221		(4,719		)	(9,221		)	5,673
Income tax expense	(432		)	—		—			—			(432		)
Other comprehensive income (loss), net of income taxes	9,960			9,221		(4,719		)	(9,221		)	5,241
Comprehensive income	68,615			124,492		5,169			(134,587		)	63,689
Comprehensive loss (income) attributable to noncontrolling interests	—			432		(225		)	—			207
Comprehensive income attributable to AMC Networks' stockholders	$	68,615		$	124,924	$	4,944		$	(134,587	)	$	63,896



Condensed Consolidated Statement of Comprehensive Income
Six Months Ended June 30, 2014
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	130,022		$	238,022	$	6,587		$	(244,946	)	$	129,685
Other comprehensive income (loss):
Foreign currency translation adjustment	15,374			15,374		(5,322		)	(15,374		)	10,052
Unrealized gain on interest rate swaps	1,957			—		—			—			1,957
Other comprehensive income (loss), before income taxes	17,331			15,374		(5,322		)	(15,374		)	12,009
Income tax expense	(722		)	—		—			—			(722		)
Other comprehensive income (loss), net of income taxes	16,609			15,374		(5,322		)	(15,374		)	11,287
Comprehensive income	146,631			253,396		1,265			(260,320		)	140,972
Comprehensive loss (income) attributable to noncontrolling interests	—			854		(517		)	—			337
Comprehensive income attributable to AMC Networks' stockholders	$	146,631		$	254,250	$	748		$	(260,320	)	$	141,309



Condensed Consolidated Statement of Cash Flows
Six Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	153,255			141,858			37,951			(155,613		)	177,451
Cash flows from investing activities:
Capital expenditures	(1,371		)	(13,086		)	(4,298		)	—			(18,755		)
(Increase) decrease to investment in affiliates	(38,589		)	(161,166		)	28,768			170,987			—
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) provided by investing activities	(39,960		)	(1,182,884		)	40,546			170,987			(1,011,311		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	600,000			—			—			—			600,000
Payments for financing costs	(9,266		)	—			—			—			(9,266		)
Purchase of treasury stock	(17,804		)	—			—			—			(17,804		)
Proceeds from stock option exercises	925			—			—			—			925
Excess tax benefits from share-based compensation arrangements	4,708			—			—			—			4,708
Principal payments on capital lease obligations	—			(865		)	(447		)	—			(1,312		)
Long-term intercompany debt	(706,190		)	706,190			—			—			—
Cash contributions from member	—			(5,100		)	5,100			—			—
Distributions from noncontrolling interests	—			—			835			—			835
Net cash (used in) provided by financing activities	(127,627		)	700,225			5,488			—			578,086
Net increase in cash and cash equivalents from continuing operations	(14,332		)	(340,801		)	83,985			15,374			(255,774		)
Cash flows from discontinued operations:
Net cash used in operating activities	—			—			(2,719		)	—			(2,719		)
Net decrease in cash and cash equivalents from discontinued operations	—			—			(2,719		)	—			(2,719		)
Effect of exchange rate changes on cash and cash equivalents	15,374			15,374			5,160			(15,374		)	20,534
Cash and cash equivalents at beginning of period	942			519,392			1,617			—			521,951
Cash and cash equivalents at end of period	$	1,984		$	193,965		$	88,043		$	—		$	283,992