Condensed Consolidating Financial Statements

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 (see Note 9). 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
December 31, 2015
	Parent Company		Guarantor Subsidiaries	Non- Guarantor Subsidiaries	Eliminations		Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	434		148,260	167,627	—		316,321
Accounts receivable, trade (less allowance for doubtful accounts)	—		538,657	135,954	—		674,611
Amounts due from related parties, net	—		3,818	244	—		4,062
Current portion of program rights, net	—		352,664	100,493	—		453,157
Prepaid expenses, other current assets and intercompany receivable	4,158		112,456	12,322	(55,947	)	72,989
Deferred tax asset, net	14,039		—	2,159	—		16,198
Total current assets	18,631		1,155,855	418,799	(55,947	)	1,537,338
Property and equipment, net	—		93,007	70,853	—		163,860
Investment in affiliates	2,797,938		845,069	—	(3,643,007	)	—
Program rights, net	—		889,756	137,638	—		1,027,394
Long-term intercompany notes receivable	—		400,163	676	(400,839	)	—
Deferred carriage fees, net	—		47,437	2,632	—		50,069
Intangible assets, net	—		190,041	359,139	—		549,180
Goodwill	—		71,700	664,575	—		736,275
Other assets	1,449		100,620	98,730	—		200,799
Total assets	2,818,018		3,793,648	1,753,042	(4,099,793	)	4,264,915
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	6		97,445	26,990	—		124,441
Accrued liabilities and intercompany payable	30,857		128,084	97,799	(55,947	)	200,793
Current portion of program rights obligations	—		225,375	64,522	—		289,897
Deferred revenue	—		54,921	9,308	—		64,229
Current portion of long-term debt	148,000		—	—	—		148,000
Current portion of capital lease obligations	—		2,393	1,168	—		3,561
Total current liabilities	178,863		508,218	199,787	(55,947	)	830,921
Program rights obligations	—		415,419	25,172	—		440,591
Long-term debt	2,519,808		—	—	—		2,519,808
Capital lease obligations	—		9,268	20,511	—		29,779
Deferred tax liability, net	126,415		—	10,818	—		137,233
Other liabilities and intercompany notes payable	32,209		62,805	409,355	(400,839	)	103,530
Total liabilities	2,857,295		995,710	665,643	(456,786	)	4,061,862
Commitments and contingencies
Redeemable noncontrolling interests	—		—	211,691	—		211,691
Stockholders’ deficiency:
AMC Networks stockholders’ (deficiency) equity	(39,277	)	2,797,938	845,069	(3,643,007	)	(39,277	)
Total AMC Networks stockholders’ (deficiency) equity	(39,277	)	2,797,938	845,069	(3,643,007	)	(39,277	)
Non-redeemable noncontrolling interests	—		—	30,639	—		30,639
Total stockholders' (deficiency) equity	(39,277	)	2,797,938	875,708	(3,643,007	)	(8,638	)
Total liabilities and stockholders’ (deficiency) equity	2,818,018		3,793,648	1,753,042	(4,099,793	)	4,264,915



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	—			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		—			(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	—			63,700		91,344			—			155,044
Total assets	$	2,542,978		$	3,647,516	$	1,635,729		$	(3,876,397	)	$	3,949,826
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable	$	16		$	62,573	$	39,277		$	—		$	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	113,582			462,862		207,298			(52,050		)	731,692
Program rights obligations	—			453,343		12,329			—			465,672
Long-term debt	2,658,805			—		—			—			2,658,805
Capital lease obligations	—			11,884		15,502			—			27,386
Deferred tax liability, net	113,742			—		14,324			—			128,066
Other liabilities and intercompany notes payable	28,604			868,362		(76,100		)	(735,363		)	85,503
Total liabilities	2,914,733			1,796,451		173,353			(787,413		)	4,097,124
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	$	2,542,978		$	3,647,516	$	1,635,729		$	(3,876,397	)	$	3,949,826



Condensed Consolidating Statement of Income
Year Ended December 31, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	2,041,244		$	540,545		$	(854	)	$	2,580,935
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			850,882			287,007			(756		)	1,137,133
Selling, general and administrative	—			471,455			165,285			(160		)	636,580
Restructuring expense	—			7,772			7,226			—			14,998
Depreciation and amortization	—			37,176			45,855			—			83,031
Total operating expenses	—			1,367,285			505,373			(916		)	1,871,742
Operating income	—			673,959			35,172			62			709,193
Other income (expense):
Interest expense, net	(81,405		)	(14,456		)	(29,847		)	—			(125,708		)
Share of affiliates' income (loss)	715,807			(15,378		)	—			(700,429		)	—
Miscellaneous, net	(87,368		)	80,865			5,874			(62		)	(691		)
Total other income (expense)	547,034			51,031			(23,973		)	(700,491		)	(126,399		)
Income from operations before income taxes	547,034			724,990			11,199			(700,429		)	582,794
Income tax expense	(180,246		)	(9,183		)	(11,661		)	—			(201,090		)
Income (loss) from operations	366,788			715,807			(462		)	(700,429		)	381,704
Net income (loss) including noncontrolling interest	366,788			715,807			(462		)	(700,429		)	381,704
Net income attributable to noncontrolling interests	—			—			(14,916		)	—			(14,916		)
Net income (loss) attributable to AMC Networks' stockholders	$	366,788		$	715,807		$	(15,378	)	$	(700,429	)	$	366,788



Condensed Consolidating Statement of Income
Year Ended December 31, 2014
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	1,780,806		$	394,835		$	—		$	2,175,641
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			768,040			215,589			(54		)	983,575
Selling, general and administrative	—			451,891			109,037			22			560,950
Restructuring expense	—			6,527			9,188			—			15,715
Depreciation and amortization	—			34,482			34,566			—			69,048
Total operating expenses	—			1,260,940			368,380			(32		)	1,629,288
Operating income	—			519,866			26,455			32			546,353
Other income (expense):
Interest expense, net	(79,150		)	(43,608		)	(6,071		)	—			(128,829		)
Share of affiliates' income (loss)	552,836			(403		)	—			(552,433		)	—
Miscellaneous, net	(84,539		)	74,176			(10,101		)	(32		)	(20,496		)
Total other income (expense)	389,147			30,165			(16,172		)	(552,465		)	(149,325		)
Income from continuing operations before income taxes	389,147			550,031			10,283			(552,433		)	397,028
Income tax (expense) benefit	(128,350		)	2,805			(3,610		)	—			(129,155		)
Income from continuing operations	260,797			552,836			6,673			(552,433		)	267,873
Loss from discontinued operations, net of income taxes	—			—			(3,448		)	—			(3,448		)
Net income including noncontrolling interest	260,797			552,836			3,225			(552,433		)	264,425
Net income attributable to noncontrolling interests	—			—			(3,628		)	—			(3,628		)
Net income (loss) attributable to AMC Networks' stockholders	$	260,797		$	552,836		$	(403	)	$	(552,433	)	$	260,797



Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	366,788		$	715,807		$	(462	)	$	(700,429	)	$	381,704
Other comprehensive income (loss):
Foreign currency translation adjustment	(73,695		)	(73,695		)	17,843			73,695			(55,852		)
Unrealized gain on interest rate swaps	3,365			—			—			—			3,365
Other comprehensive (loss) income, before income taxes	(70,330		)	(73,695		)	17,843			73,695			(52,487		)
Income tax expense	(4,322		)	—			—			—			(4,322		)
Other comprehensive (loss) income, net of income taxes	(74,652		)	(73,695		)	17,843			73,695			(56,809		)
Comprehensive income	292,136			642,112			17,381			(626,734		)	324,895
Comprehensive income attributable to noncontrolling interests	—			—			(13,123		)	—			(13,123		)
Comprehensive income attributable to AMC Networks' stockholders	$	292,136		$	642,112		$	4,258		$	(626,734	)	$	311,772



Condensed Consolidating Statement of Comprehensive Income
Year Ended December 31, 2014
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income including noncontrolling interest	$	260,797		$	552,836		$	3,225		$	(552,433	)	$	264,425
Other comprehensive income (loss):
Foreign currency translation adjustment	(81,980		)	(81,980		)	7,222			81,980			(74,758		)
Unrealized gain on interest rate swaps	4,320			—			—			—			4,320
Other comprehensive (loss) income, before income taxes	(77,660		)	(81,980		)	7,222			81,980			(70,438		)
Income tax expense	(4,315		)	—			—			—			(4,315		)
Other comprehensive (loss) income, net of income taxes	(81,975		)	(81,980		)	7,222			81,980			(74,753		)
Comprehensive income	178,822			470,856			10,447			(470,453		)	189,672
Comprehensive income attributable to noncontrolling interests	—			—			(1,304		)	—			(1,304		)
Comprehensive income attributable to AMC Networks' stockholders	$	178,822		$	470,856		$	9,143		$	(470,453	)	$	188,368



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2015
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	1,050,818			(294,219		)	312,469			(699,029		)	370,039
Cash flows from investing activities:
Capital expenditures	(9		)	(40,592		)	(27,720		)	—			(68,321		)
Payments for acquisitions, net of cash acquired	—			—			(24,199		)	—			(24,199		)
Acquisition of investments	—			—			(24,250		)	—			(24,250		)
(Increase) decrease to investment in affiliates	(890,626		)	466,322			(201,524		)	625,828			—
Net cash (used in) provided by investing activities	(890,635		)	425,730			(277,693		)	625,828			(116,770		)
Cash flows from financing activities:
Principal payments on long-term debt	(74,000		)	—			—			—			(74,000		)
Payment of Promissory Note	—			—			(40,000		)	—			(40,000		)
Deemed repurchases of restricted stock/units	(14,452		)	—			—			—			(14,452		)
Proceeds from stock option exercises	1,340			—			—			—			1,340
Excess tax benefits from share-based compensation arrangements	4,610			—			—			—			4,610
Principal payments on capital lease obligations	—			(2,218		)	(727		)	—			(2,945		)
Cash contributions from member	—			8,492			(8,492		)	—			—
Distributions to noncontrolling interest	—			—			(3,154		)	—			(3,154		)
Contributions from noncontrolling interest	—			—			1,322			—			1,322
Net cash used in financing activities	(82,502		)	6,274			(51,051		)	—			(127,279		)
Net increase (decrease) in cash and cash equivalents from operations	77,681			137,785			(16,275		)	(73,201		)	125,990
Effect of exchange rate changes on cash and cash equivalents	(78,828		)	(73,201		)	67,792			73,201			(11,036		)
Cash and cash equivalents at beginning of year	1,581			83,676			116,110			—			201,367
Cash and cash equivalents at end of year	$	434		$	148,260		$	167,627		$	—		$	316,321



Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2014
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by (used in) operating activities	281,275			586,220			(116,690		)	(375,043		)	375,762
Cash flows from investing activities:
Capital expenditures	(1,418		)	(27,230		)	(11,091		)	—			(39,739		)
Payments for acquisitions, net of cash acquired	—			—			(1,184,587		)	—			(1,184,587		)
Acquisition of investments				(5,251		)	(124		)				(5,375		)
Increase to investment in affiliates	(149,582		)	(143,481		)				293,063			—
Proceeds from insurance settlements	—			654			—			—			654
Proceeds from the sale of an investment	—			—			5,837			—			5,837
Net cash (used in) provided by investing activities	(151,000		)	(175,308		)	(1,189,965		)	293,063			(1,223,210		)
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		)
Deemed repurchases of restricted stock	(22,192		)	—			—			—			(22,192		)
Proceeds from stock option exercises	1,103			—			—			—			1,103
Excess tax benefits from share-based compensation arrangements	6,798			—			—			—			6,798
Principal payments on capital lease obligations	—			(1,910		)	(491		)	—			(2,401		)
Long-term intercompany debt	(624,099		)	624,099			—			—			—
Cash contributions from member	—			(1,386,837		)	1,386,837			—			—
Contributions from noncontrolling interest	—			—			835			—			835
Net cash (used in) provided by financing activities	(47,656		)	(764,648		)	1,387,181			—			574,877
Net increase (decrease) in cash and cash equivalents from continuing operations	82,619			(353,736		)	80,526			(81,980		)	(272,571		)
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	(81,980		)	(81,980		)	36,922			81,980			(45,058		)
Cash and cash equivalents at beginning of year	942			519,392			1,617			—			521,951
Cash and cash equivalents at end of year	$	1,581		$	83,676		$	116,110		$	—		$	201,367