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 Consolidating Balance Sheet
March 31, 2015

	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	871		$	94,868	$	98,568		$	—		$	194,307
Accounts receivable, trade (less allowance for doubtful accounts)	—			526,436		141,335			—			667,771
Amounts due from related parties, net	—			3,433		258			—			3,691
Current portion of program rights, net	—			333,065		95,464			—			428,529
Prepaid expenses, other current assets and intercompany receivable	11,269			98,818		17,303			(56,821		)	70,569
Deferred tax asset, net	14,840			—		2,514			—			17,354
Total current assets	26,980			1,056,620		355,442			(56,821		)	1,382,221
Property and equipment, net of accumulated depreciation	—			82,937		51,915			—			134,852
Investment in affiliates	1,993,179			1,191,414		—			(3,184,593		)	—
Program rights, net	—			900,817		97,094			—			997,911
Long-term intercompany notes receivable	592,408			110,563		—			(702,971		)	—
Deferred carriage fees, net	—			56,336		3,122			—			59,458
Intangible assets, net	—			197,349		368,076			—			565,425
Goodwill	—			73,593		631,362			—			704,955
Other assets	25,145			68,511		110,946			—			204,602
Total assets	$	2,637,712		$	3,738,140	$	1,617,957		$	(3,944,385	)	$	4,049,424
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	6		$	90,914	$	38,146		$	—		$	129,066
Accrued liabilities and intercompany payable	66,752			88,734		85,500			(56,821		)	184,165
Current portion of program rights obligations	—			213,698		71,168			—			284,866
Deferred revenue	—			43,325		7,982			—			51,307
Promissory note payable	—			—		40,000			—			40,000
Current portion of long-term debt	92,500			—		—			—			92,500
Current portion of capital lease obligations	—			2,252		529			—			2,781
Total current liabilities	159,258			438,923		243,325			(56,821		)	784,685
Program rights obligations	—			464,378		12,042			—			476,420
Long-term debt	2,649,182			—		—			—			2,649,182
Capital lease obligations	—			11,184		15,306			—			26,490
Deferred tax liability, net	118,271			—		11,120			—			129,391
Other liabilities and intercompany notes payable	25,999			830,476		(80,889		)	(702,971		)	72,615
Total liabilities	2,952,710			1,744,961		200,904			(759,792		)	4,138,783
Commitments and contingencies
Redeemable noncontrolling interests	—			—		206,089			—			206,089
Stockholders’ deficiency:
AMC Networks stockholders’ (deficiency) equity	(314,998		)	1,993,179		1,191,414			(3,184,593		)	(314,998		)
Total AMC Networks stockholders’ (deficiency) equity	(314,998		)	1,993,179		1,191,414			(3,184,593		)	(314,998		)
Non-redeemable noncontrolling interests	—			—		19,550			—			19,550
Total stockholders' (deficiency) equity	(314,998		)	1,993,179		1,210,964			(3,184,593		)	(295,448		)
Total liabilities and stockholders’ (deficiency) equity	$	2,637,712		$	3,738,140	$	1,617,957		$	(3,944,385	)	$	4,049,424



Condensed Consolidating Balance Sheet
December 31, 2014

	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	1,581		$	83,676	$	116,110		$	—		$	201,367
Accounts receivable, trade (less allowance for doubtful accounts)	—			443,720		143,473			—			587,193
Amounts due from related parties, net	—			3,846		256			—			4,102
Current portion of program rights, net	—			350,750		86,552			—			437,302
Prepaid expenses, other current assets and intercompany receivable	44,011			75,631		6,702			(52,050		)	74,294
Deferred tax asset, net	22,221			—		2,601			—			24,822
Total current assets	67,813			957,623		355,694			(52,050		)	1,329,080
Property and equipment, net of accumulated depreciation	—			80,064		53,780			—			133,844
Investment in affiliates	1,851,065			1,237,919		—			(3,088,984		)	—
Program rights, net	—			878,294		81,647			—			959,941
Long-term intercompany receivable	624,100			111,263		—			(735,363		)	—
Deferred carriage fees, net	—			44,644		2,093			—			46,737
Intangible assets, net	—			199,785		391,039			—			590,824
Goodwill	—			74,224		660,132			—			734,356
Other assets	26,760			63,700		91,345			—			181,805
Total assets	$	2,569,738		$	3,647,516	$	1,635,730		$	(3,876,397	)	$	3,976,587
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	15		$	62,573	$	39,278		$	—		$	101,866
Accrued liabilities and intercompany payable	39,566			155,569		61,701			(52,050		)	204,786
Current portion of program rights obligations	—			212,310		58,889			—			271,199
Deferred revenue	—			30,184		6,704			—			36,888
Promissory note payable	—			—		40,000			—			40,000
Current portion of long-term debt	74,000			—		—			—			74,000
Current portion of capital lease obligations	—			2,226		727			—			2,953
Total current liabilities	113,581			462,862		207,299			(52,050		)	731,692
Program rights obligations	—			453,343		12,329			—			465,672
Long-term debt	2,685,566			—		—			—			2,685,566
Capital lease obligations	—			11,884		15,502			—			27,386
Deferred tax liability, net	113,742			—		14,324			—			128,066
Other liabilities and intercompany payable	28,604			868,362		(76,100		)	(735,363		)	85,503
Total liabilities	2,941,493			1,796,451		173,354			(787,413		)	4,123,885
Commitments and contingencies
Redeemable noncontrolling interests	—			—		204,611			—			204,611
Stockholders’ deficiency:
AMC Networks stockholders’ (deficiency) equity	(371,755		)	1,851,065		1,237,919			(3,088,984		)	(371,755		)
Total AMC Networks stockholders’ (deficiency) equity	(371,755		)	1,851,065		1,237,919			(3,088,984		)	(371,755		)
Non-redeemable noncontrolling interests	—			—		19,846			—			19,846
Total stockholders' (deficiency) equity	(371,755		)	1,851,065		1,257,765			(3,088,984		)	(351,909		)
Total liabilities and stockholders’ (deficiency) equity	$	2,569,738		$	3,647,516	$	1,635,730		$	(3,876,397	)	$	3,976,587



Condensed Consolidating Statement of Income
Three Months Ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	539,444		$	129,463		$	(225	)	$	668,682
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			196,758			65,621			(206		)	262,173
Selling, general and administrative	—			118,486			36,091			2			154,579
Restructuring expense	—			114			542			—			656
Depreciation and amortization	—			8,967			11,560			—			20,527
	—			324,325			113,814			(204		)	437,935
Operating income	—			215,119			15,649			(21		)	230,747
Other income (expense):
Interest expense, net	(20,353		)	(10,466		)	(1,768		)	—			(32,587		)
Share of affiliates' income	275,985			4,385			—			(280,370		)	—
Miscellaneous, net	(76,315		)	69,315			(3,251		)	21			(10,230		)
	179,317			63,234			(5,019		)	(280,349		)	(42,817		)
Income (loss) from continuing operations before income taxes	179,317			278,353			10,630			(280,370		)	187,930
Income tax expense	(58,398		)	(2,367		)	(489		)	—			(61,254		)
Income from continuing operations	120,919			275,986			10,141			(280,370		)	126,676
Loss from discontinued operations, net of income taxes	—			—			—			—			—
Net income including noncontrolling interest	120,919			275,986			10,141			(280,370		)	126,676
Net (income) attributable to noncontrolling interests	—			—			(5,756		)	—			(5,756		)
Net income attributable to AMC Networks' stockholders	$	120,919		$	275,986		$	4,385		$	(280,370	)	$	120,920



Condensed Consolidating 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 (excluding depreciation and amortization)	—			181,451			35,719			—			217,170
Selling, general and administrative	—			126,377			18,980			—			145,357
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 Consolidating Statement of Comprehensive Income
Three Months Ended March 31, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including non controlling interest	$	120,919		$	275,986		$	10,141		$	(280,370	)	$	126,676
Other comprehensive income (loss):
Foreign currency translation adjustment	(71,711		)	(71,692		)	10,886			71,692			(60,825		)
Unrealized gain on interest rate swaps	696			—			—			—			696
Other comprehensive income (loss), before income taxes	(71,015		)	(71,692		)	10,886			71,692			(60,129		)
Income tax expense	(2,279		)	—			—			—			(2,279		)
Other comprehensive (loss) income, net of income taxes	(73,294		)	(71,692		)	10,886			71,692			(62,408		)
Comprehensive income	47,625			204,294			21,027			(208,678		)	64,268
Comprehensive (income) attributable to noncontrolling interests	—			—			(4,332		)	—			(4,332		)
Comprehensive income attributable to AMC Networks' stockholders	$	47,625		$	204,294		$	16,695		$	(208,678	)	$	59,936



Condensed Consolidated Statement of Comprehensive Income
Three Months Ended March 31, 2014
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including non controlling interest	$	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 (loss), before income taxes	6,939			6,153		(603		)	(6,153		)	6,336
Income tax expense	(290		)	—		—			—			(290		)
Other comprehensive (loss) 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 Consolidating Statement of Cash Flows
Three Months Ended March 31, 2015

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	223,495			111,816			25,373			(280,489		)	80,195
Cash flows from investing activities:
Capital expenditures	(9		)	(13,416		)	(4,823		)	—			(18,248		)
Payments for acquisitions, net of cash acquired	—			—			(6,581		)	—			(6,581		)
Acquisition of investments	—			(82		)	(25,128		)	—			(25,210		)
(Increase) decrease to investment in affiliates	(122,915		)	(14,892		)	(70,990		)	208,797			—
Net cash (used in) provided by investing activities	(122,924		)	(28,390		)	(107,522		)	208,797			(50,039		)
Cash flows from financing activities:
Principal payments on long-term debt	(18,500		)	—			—			—			(18,500		)
Deemed repurchases of restricted stock/units	(12,848		)	—			—			—			(12,848		)
Proceeds from stock option exercises	130			—			—			—			130
Excess tax benefits from share-based compensation arrangements	3,672			—			—			—			3,672
Principal payments on capital lease obligations	—			(542		)	(878		)	—			(1,420		)
Net cash (used in) provided by financing activities	(27,546		)	(542		)	(878		)	—			(28,966		)
Net increase in cash and cash equivalents from continuing operations	73,025			82,884			(83,027		)	(71,692		)	1,190
Cash flows from discontinued operations:
Net cash used in operating activities	—			—			—			—			—
Net decrease in cash and cash equivalents from discontinued operations	—			—			—			—			—
Effect of exchange rate changes on cash and cash equivalents	(73,735		)	(71,692		)	65,485			71,692			(8,250		)
Cash and cash equivalents at beginning of period	1,581			83,676			116,110			—			201,367
Cash and cash equivalents at end of period	$	871		$	94,868		$	98,568		$	—		$	194,307



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		)
Payment for acquisition of a business, net of cash acquired	—			(1,009,286		)	16,076			—			(993,210		)
(Increase) decrease to investment in affiliates	37,298			(63,824		)	—			26,526			—
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		)
Deemed repurchases of restricted 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 (decrease) 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