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
September 30, 2015

	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	485		$	155,366	$	151,704		$	—		$	307,555
Accounts receivable, trade (less allowance for doubtful accounts)	—			422,052		149,408			—			571,460
Amounts due from related parties, net	—			3,786		247			—			4,033
Current portion of program rights, net	—			348,128		129,090			—			477,218
Prepaid expenses, other current assets and intercompany receivable	35,425			152,822		17,466			(122,182		)	83,531
Deferred tax asset, net	35,834			—		1,703			—			37,537
Total current assets	71,744			1,082,154		449,618			(122,182		)	1,481,334
Property and equipment, net of accumulated depreciation	—			86,026		59,191			—			145,217
Investment in affiliates	2,064,388			778,605		—			(2,842,993		)	—
Program rights, net	—			890,235		105,971			—			996,206
Long-term intercompany notes receivable	617,567			400,204		(864		)	(1,016,907		)	—
Deferred carriage fees, net	—			50,404		2,795			—			53,199
Intangible assets, net	—			192,477		357,122			—			549,599
Goodwill	—			72,331		644,726			—			717,057
Other assets	21,898			97,428		107,873			—			227,199
Total assets	$	2,775,597		$	3,649,864	$	1,726,432		$	(3,982,082	)	$	4,169,811
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	6		$	97,973	$	37,809		$	—		$	135,788
Accrued liabilities and intercompany payable	43,192			134,803		128,430			(122,182		)	184,243
Current portion of program rights obligations	—			222,708		79,765			—			302,473
Deferred revenue	—			42,918		9,332			—			52,250
Current portion of long-term debt	129,500			—		—			—			129,500
Current portion of capital lease obligations	—			2,346		575			—			2,921
Total current liabilities	172,698			500,748		255,911			(122,182		)	807,175
Program rights obligations	—			403,332		19,598			—			422,930
Long-term debt	2,576,446			—		—			—			2,576,446
Capital lease obligations	—			9,918		14,897			—			24,815
Deferred tax liability, net	114,085			—		13,370			—			127,455
Other liabilities and intercompany notes payable	31,246			671,478		408,202			(1,016,907		)	94,019
Total liabilities	2,894,475			1,585,476		711,978			(1,139,089		)	4,052,840
Commitments and contingencies
Redeemable noncontrolling interests	—			—		210,420			—			210,420
Stockholders’ deficiency:
AMC Networks stockholders’ (deficiency) equity	(118,878		)	2,064,388		778,605			(2,842,993		)	(118,878		)
Total AMC Networks stockholders’ (deficiency) equity	(118,878		)	2,064,388		778,605			(2,842,993		)	(118,878		)
Non-redeemable noncontrolling interests	—			—		25,429			—			25,429
Total stockholders' (deficiency) equity	(118,878		)	2,064,388		804,034			(2,842,993		)	(93,449		)
Total liabilities and stockholders’ (deficiency) equity	$	2,775,597		$	3,649,864	$	1,726,432		$	(3,982,082	)	$	4,169,811



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 notes receivable	624,100			111,263		198,304		(933,667		)	—
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	$	1,834,034	$	(4,074,701	)	$	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		122,204		(933,667		)	85,503
Total liabilities	2,941,493			1,796,451		371,658		(985,717		)	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	$	1,834,034	$	(4,074,701	)	$	3,976,587



Condensed Consolidating Statement of Income
Three Months Ended September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	494,636		$	137,704		$	(175	)	$	632,165
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			220,918			72,366			(188		)	293,096
Selling, general and administrative	—			112,607			43,727			(26		)	156,308
Restructuring expense	—			230			2,401			—			2,631
Depreciation and amortization	—			9,344			11,518			—			20,862
Total operating expenses	—			343,099			130,012			(214		)	472,897
Operating income	—			151,537			7,692			39			159,268
Other income (expense):
Interest expense, net	(19,197		)	(2,898		)	(9,275		)	—			(31,370		)
Share of affiliates' income	119,870			(25,028		)	—			(94,842		)	—
Miscellaneous, net	1,707			(1,291		)	(8,017		)	(39		)	(7,640		)
Total other income (expense)	102,380			(29,217		)	(17,292		)	(94,881		)	(39,010		)
Income from continuing operations before income taxes	102,380			122,320			(9,600		)	(94,842		)	120,258
Income tax expense	(29,610		)	(2,450		)	(11,298		)	—			(43,358		)
Income (loss) from continuing operations	72,770			119,870			(20,898		)	(94,842		)	76,900
Net income (loss) including noncontrolling interest	72,770			119,870			(20,898		)	(94,842		)	76,900
Net income attributable to noncontrolling interests	—			—			(4,130		)	—			(4,130		)
Net income (loss) attributable to AMC Networks' stockholders	$	72,770		$	119,870		$	(25,028	)	$	(94,842	)	$	72,770



Condensed Consolidating Statement of Income
Three Months Ended September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	420,227		$	99,323		$	—		$	519,550
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			196,783			55,773			—			252,556
Selling, general and administrative	—			104,176			28,675			—			132,851
Restructuring expense	—			4,746			873			—			5,619
Depreciation and amortization	—			9,045			9,250			—			18,295
Total operating expenses	—			314,750			94,571			—			409,321
Operating income	—			105,477			4,752			—			110,229
Other income (expense):
Interest expense, net	(17,512		)	(11,904		)	(1,900		)	—			(31,316		)
Share of affiliates' income	151,603			(1,538		)	—			(150,065		)	—
Miscellaneous, net	(57,230		)	50,264			(4,800		)	—			(11,766		)
Total other income (expense)	76,861			36,822			(6,700		)	(150,065		)	(43,082		)
Income (loss) from continuing operations before income taxes	76,861			142,299			(1,948		)	(150,065		)	67,147
Income tax (expense) benefit	(23,701		)	8,853			1,770			—			(13,078		)
Income (loss) from continuing operations	53,160			151,152			(178		)	(150,065		)	54,069
Loss from discontinued operations, net of income taxes	—			—			(966		)	—			(966		)
Net income (loss) including noncontrolling interest	53,160			151,152			(1,144		)	(150,065		)	53,103
Net (income) loss attributable to noncontrolling interests	—			451			(394		)	—			57
Net income (loss) attributable to AMC Networks' stockholders	$	53,160		$	151,603		$	(1,538	)	$	(150,065	)	$	53,160



Condensed Consolidating Statement of Income
Nine Months Ended September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	1,498,447		$	404,116		$	(578	)	$	1,901,985
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			607,176			208,388			(565		)	814,999
Selling, general and administrative	—			345,174			124,637			(44		)	469,767
Restructuring expense	—			902			5,039			—			5,941
Depreciation and amortization	—			27,514			34,915			—			62,429
Total operating expenses	—			980,766			372,979			(609		)	1,353,136
Operating income	—			517,681			31,137			31			548,849
Other income (expense):
Interest expense, net	(59,571		)	(15,688		)	(20,477		)	—			(95,736		)
Share of affiliates' income	522,142			(17,272		)	—			(504,870		)	—
Miscellaneous, net	(50,645		)	44,421			(231		)	(31		)	(6,486		)
Total other income (expense)	411,926			11,461			(20,708		)	(504,901		)	(102,222		)
Income from continuing operations before income taxes	411,926			529,142			10,429			(504,870		)	446,627
Income tax expense	(135,227		)	(7,000		)	(13,382		)	—			(155,609		)
Income (loss) from continuing operations	276,699			522,142			(2,953		)	(504,870		)	291,018
Net income (loss) including noncontrolling interest	276,699			522,142			(2,953		)	(504,870		)	291,018
Net income attributable to noncontrolling interests	—			—			(14,319		)	—			(14,319		)
Net income (loss) attributable to AMC Networks' stockholders	$	276,699		$	522,142		$	(17,272	)	$	(504,870	)	$	276,699



Condensed Consolidating Statement of Income
Nine Months Ended September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	1,293,088		$	273,109		$	—		$	1,566,197
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			553,755			148,016			—			701,771
Selling, general and administrative	—			345,516			74,571			10			420,097
Restructuring expense	—			4,746			2,026			—			6,772
Depreciation and amortization	—			25,765			24,455			—			50,220
Total operating expenses	—			929,782			249,068			10			1,178,860
Operating income	—			363,306			24,041			(10		)	387,337
Other income (expense):
Interest expense, net	(59,697		)	(32,489		)	(4,166		)	—			(96,352		)
Share of affiliates' income	390,479			4,532			—			(395,011		)	—
Miscellaneous, net	(55,388		)	49,930			(10,559		)	10			(16,007		)
Total other income (expense)	275,394			21,973			(14,725		)	(395,001		)	(112,359		)
Income from continuing operations before income taxes	275,394			385,279			9,316			(395,011		)	274,978
Income tax (expense) benefit	(92,212		)	3,895			(425		)	—			(88,742		)
Income from continuing operations	183,182			389,174			8,891			(395,011		)	186,236
Loss from discontinued operations, net of income taxes	—			—			(3,448		)	—			(3,448		)
Net income including noncontrolling interest	183,182			389,174			5,443			(395,011		)	182,788
Net (income) loss attributable to noncontrolling interests	—			1,305			(911		)	—			394
Net income attributable to AMC Networks' stockholders	$	183,182		$	390,479		$	4,532		$	(395,011	)	$	183,182



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	72,770		$	119,870		$	(20,898	)	$	(94,842	)	$	76,900
Other comprehensive income (loss):
Foreign currency translation adjustment	(5,121		)	(5,121		)	2,035			5,121			(3,086		)
Unrealized gain on interest rate swaps	528			—			—			—			528
Other comprehensive (loss) income, before income taxes	(4,593		)	(5,121		)	2,035			5,121			(2,558		)
Income tax expense	(4,532		)	—			—			—			(4,532		)
Other comprehensive (loss) income, net of income taxes	(9,125		)	(5,121		)	2,035			5,121			(7,090		)
Comprehensive income (loss)	63,645			114,749			(18,863		)	(89,721		)	69,810
Comprehensive (income) attributable to noncontrolling interests	—			—			(4,130		)	—			(4,130		)
Comprehensive income (loss) attributable to AMC Networks' stockholders	$	63,645		$	114,749		$	(22,993	)	$	(89,721	)	$	65,680



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2014
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	53,160		$	151,152		$	(1,144	)	$	(150,065	)	$	53,103
Other comprehensive income (loss):
Foreign currency translation adjustment	(57,503		)	(61,207		)	5,322			61,207			(52,181		)
Unrealized gain on interest rate swaps	1,571			—			—			—			1,571
Other comprehensive (loss) income, before income taxes	(55,932		)	(61,207		)	5,322			61,207			(50,610		)
Income tax expense	(569		)	—			—			—			(569		)
Other comprehensive (loss) income, net of income taxes	(56,501		)	(61,207		)	5,322			61,207			(51,179		)
Comprehensive (loss) income	(3,341		)	89,945			4,178			(88,858		)	1,924
Comprehensive loss attributable to noncontrolling interests	—			451			2,016			—			2,467
Comprehensive (loss) income attributable to AMC Networks' stockholders	$	(3,341	)	$	90,396		$	6,194		$	(88,858	)	$	4,391



Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	276,699		$	522,142		$	(2,953	)	$	(504,870	)	$	291,018
Other comprehensive income (loss):
Foreign currency translation adjustment	(69,241		)	(69,241		)	29,449			69,241			(39,792		)
Unrealized gain on interest rate swaps	1,898			—			—			—			1,898
Other comprehensive (loss) income, before income taxes	(67,343		)	(69,241		)	29,449			69,241			(37,894		)
Income tax expense	(868		)	—			—			—			(868		)
Other comprehensive (loss) income, net of income taxes	(68,211		)	(69,241		)	29,449			69,241			(38,762		)
Comprehensive income (loss)	208,488			452,901			26,496			(435,629		)	252,256
Comprehensive (income) attributable to noncontrolling interests	—			—			(14,319		)	—			(14,319		)
Comprehensive income attributable to AMC Networks' stockholders	$	208,488		$	452,901		$	12,177		$	(435,629	)	$	237,937



Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2014
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net income including noncontrolling interests	$	183,182		$	389,174		$	5,443	$	(395,011	)	$	182,788
Other comprehensive income (loss):
Foreign currency translation adjustment	(42,129		)	(45,833		)	—		45,833			(42,129		)
Unrealized gain on interest rate swaps	3,528			—			—		—			3,528
Other comprehensive loss, before income taxes	(38,601		)	(45,833		)	—		45,833			(38,601		)
Income tax expense	(1,291		)	—			—		—			(1,291		)
Other comprehensive loss, net of income taxes	(39,892		)	(45,833		)	—		45,833			(39,892		)
Comprehensive income	143,290			343,341			5,443		(349,178		)	142,896
Comprehensive loss attributable to noncontrolling interests	—			1,305			652		—			1,957
Comprehensive income attributable to AMC Networks' stockholders	$	143,290		$	344,646		$	6,095	$	(349,178	)	$	144,853



Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	287,714		$	171,707		$	344,993		$	(503,441	)	$	300,973
Cash flows from investing activities:
Capital expenditures	(9		)	(31,276		)	(17,525		)	—			(48,810		)
Payments for acquisitions, net of cash acquired	—			—			(6,545		)	—			(6,545		)
Acquisition of investments	—			—			(24,250		)	—			(24,250		)
(Increase) decrease to investment in affiliates	(152,175		)	2,238			(284,160		)	434,097			—
Net cash used in investing activities	(152,184		)	(29,038		)	(332,480		)	434,097			(79,605		)
Cash flows from financing activities:
Principal payments on long-term debt	(55,500		)	—			—			—			(55,500		)
Payment of Promissory Note	—			—			(40,000		)				(40,000		)
Deemed repurchases of restricted stock/units	(14,454		)	—			—			—			(14,454		)
Proceeds from stock option exercises	1,183			—			—			—			1,183
Excess tax benefits from share-based compensation arrangements	4,297			—			—			—			4,297
Principal payments on capital lease obligations	—			(1,635		)	(757		)	—			(2,392		)
Distributions to noncontrolling interest	—			—			(3,154		)	—			(3,154		)
Contributions from noncontrolling interest	—			—			1,354			—			1,354
Net cash used in financing activities	(64,474		)	(1,635		)	(42,557		)	—			(108,666		)
Net increase (decrease) in cash and cash equivalents from continuing operations	71,056			141,034			(30,044		)	(69,344		)	112,702
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	(72,152		)	(69,344		)	65,638			69,344			(6,514		)
Cash and cash equivalents at beginning of period	1,581			83,676			116,110			—			201,367
Cash and cash equivalents at end of period	$	485		$	155,366		$	151,704		$	—		$	307,555



Condensed Consolidated Statement of Cash Flows
Nine Months Ended September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	166,339		$	292,623		$	25,668		$	(222,800	)	$	261,830
Cash flows from investing activities:
Capital expenditures	(1,426		)	(16,144		)	(6,770		)	—			(24,340		)
Payment for acquisition of a business, net of cash acquired	—			—			(1,024,427		)	—			(1,024,427		)
Acquisition of investments	—			(3,482		)	(502		)	—			(3,984		)
Proceeds from insurance settlements	—			654			—			—			654
(Increase) decrease to investment in affiliates	(43,581		)	(133,386		)	—			176,967			—
Net cash used in investing activities	(45,007		)	(152,358		)	(1,031,699		)	176,967			(1,052,097		)
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	1,070			—			—			—			1,070
Excess tax benefits from share-based compensation arrangements	5,662			—			—			—			5,662
Principal payments on capital lease obligations	—			(1,382		)	(1,325		)	—			(2,707		)
Long-term intercompany debt	(651,405		)	651,405			—			—			—
Cash contributions from member	—			(1,046,413		)	1,046,413			—			—
Contributions from noncontrolling interest	—			—			835			—			835
Net cash (used in) provided by financing activities	(71,743		)	(396,390		)	1,045,923			—			577,790
Net increase (decrease) in cash and cash equivalents from continuing operations	49,589			(256,125		)	39,892			(45,833		)	(212,477		)
Cash flows from discontinued operations:
Net cash used in operating activities	—			—			(2,955		)	—			(2,955		)
Net decrease in cash and cash equivalents from discontinued operations	—			—			(2,955		)	—			(2,955		)
Effect of exchange rate changes on cash and cash equivalents	(45,833		)	(45,833		)	35,936			45,833			(9,897		)
Cash and cash equivalents at beginning of period	942			519,392			1,617			—			521,951
Cash and cash equivalents at end of period	$	4,698		$	217,434		$	74,490		$	—		$	296,622