Condensed Consolidating Financial Statements

Long-term debt of AMC Networks includes $600,000 of 4.75% senior notes due December 2022 and $1,000,000 of 5.00% senior notes due April 2024. 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, 2016
	Parent Company		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	860	$	504,724	$	177,180	$	—		$	682,764
Accounts receivable, trade (less allowance for doubtful accounts)	—		478,720		168,513		—			647,233
Amounts due from related parties, net	—		384		—		—			384
Current portion of program rights, net	—		257,630		122,809		—			380,439
Prepaid expenses, other current assets and intercompany receivable	1,033		193,472		13,320		(112,344		)	95,481
Deferred tax asset, net	38,706		—		4,331		—			43,037
Total current assets	40,599		1,434,930		486,153		(112,344		)	1,849,338
Property and equipment, net of accumulated depreciation	—		94,999		82,695		—			177,694
Investment in affiliates	3,168,345		810,598		—		(3,978,943		)	—
Program rights, net	—		947,713		149,995		—			1,097,708
Long-term intercompany notes receivable	—		411,476		727		(412,203		)	—
Deferred carriage fees, net	—		46,019		2,143		—			48,162
Intangible assets, net	—		182,733		340,841		—			523,574
Goodwill	—		69,791		636,372		—			706,163
Other assets	165		106,123		113,138		—			219,426
Total assets	$	3,209,109	$	4,104,382	$	1,812,064	$	(4,503,490	)	$	4,622,065
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	—	$	41,080	$	42,352	$	—		$	83,432
Accrued liabilities and intercompany payable	43,680		175,892		146,351		(112,344		)	253,579
Current portion of program rights obligations	—		226,426		61,597		—			288,023
Deferred revenue	—		79,366		15,380		—			94,746
Current portion of long-term debt	203,500		—		—		—			203,500
Current portion of capital lease obligations	—		2,591		1,988		—			4,579
Total current liabilities	247,180		525,355		267,668		(112,344		)	927,859
Program rights obligations	—		338,911		30,676		—			369,587
Long-term debt	2,650,418		—		—		—			2,650,418
Capital lease obligations	—		7,348		29,788		—			37,136
Deferred tax liability, net	176,113		—		7,469		—			183,582
Other liabilities and intercompany notes payable	25,396		64,423		421,023		(412,203		)	98,639
Total liabilities	3,099,107		936,037		756,624		(524,547		)	4,267,221
Commitments and contingencies
Redeemable noncontrolling interests	—		—		215,323		—			215,323
Stockholders’ equity:
AMC Networks stockholders’ equity	110,002		3,168,345		810,598		(3,978,943		)	110,002
Non-redeemable noncontrolling interests	—		—		29,519		—			29,519
Total stockholders’ equity	110,002		3,168,345		840,117		(3,978,943		)	139,521
Total liabilities and stockholders’ equity	$	3,209,109	$	4,104,382	$	1,812,064	$	(4,503,490	)	$	4,622,065



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		$	44,152	$	26,990	$	—		$	71,148
Accrued liabilities and intercompany payable	30,857			181,377		97,799		(55,947		)	254,086
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		)
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 Statement of Income
Three Months Ended September 30, 2016
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	484,704		$	152,007		$	(2,065	)	$	634,646
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			251,595			87,891			(687		)	338,799
Selling, general and administrative	—			97,633			41,077			(1,594		)	137,116
Restructuring expense	—			18,764			548			—			19,312
Depreciation and amortization	—			9,965			12,317			—			22,282
Total operating expenses	—			377,957			141,833			(2,281		)	517,509
Operating income	—			106,747			10,174			216			117,137
Other income (expense):
Interest expense, net	(29,250		)	9,649			(9,603		)	—			(29,204		)
Share of affiliates’ income (loss)	110,101			(4,402		)	—			(105,699		)	—
Loss on extinguishment of debt	(2,295		)	—			—			—			(2,295		)
Miscellaneous, net	(123		)	385			2,942			(216		)	2,988
Total other income (expense)	78,433			5,632			(6,661		)	(105,915		)	(28,511		)
Income from operations before income taxes	78,433			112,379			3,513			(105,699		)	88,626
Income tax expense	(13,040		)	(2,278		)	(5,839		)	—			(21,157		)
Net income (loss) including noncontrolling interests	65,393			110,101			(2,326		)	(105,699		)	67,469
Net income attributable to noncontrolling interests	—			—			(2,076		)	—			(2,076		)
Net income (loss) attributable to AMC Networks’ stockholders	$	65,393		$	110,101		$	(4,402	)	$	(105,699	)	$	65,393



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 (loss)	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 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 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
Nine Months Ended September 30, 2016
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenues, net	$	—		$	1,559,188		$	473,809		$	(6,940	)	$	2,026,057
Operating expenses:
Technical and operating (excluding depreciation and amortization)	—			665,627			251,773			(2,064		)	915,336
Selling, general and administrative	—			343,526			135,083			(4,849		)	473,760
Restructuring expense	—			18,806			860			—			19,666
Depreciation and amortization	—			29,992			33,475			—			63,467
Total operating expenses	—			1,057,951			421,191			(6,913		)	1,472,229
Operating income	—			501,237			52,618			(27		)	553,828
Other income (expense):
Interest expense, net	(89,992		)	28,481			(29,055		)	—			(90,566		)
Share of affiliates’ income (loss)	498,281			(24,548		)	—			(473,733		)	—
Loss on extinguishment of debt	(50,638		)	—			—			—			(50,638		)
Miscellaneous, net	(373		)	173			(22,437		)	27			(22,610		)
Total other income (expense)	357,278			4,106			(51,492		)	(473,706		)	(163,814		)
Income from operations before income taxes	357,278			505,343			1,126			(473,733		)	390,014
Income tax expense	(101,262		)	(7,062		)	(10,766		)	—			(119,090		)
Net income (loss) including noncontrolling interests	256,016			498,281			(9,640		)	(473,733		)	270,924
Net income attributable to noncontrolling interests	—			—			(14,908		)	—			(14,908		)
Net income (loss) attributable to AMC Networks’ stockholders	$	256,016		$	498,281		$	(24,548	)	$	(473,733	)	$	256,016



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 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		)
Net income (loss) including noncontrolling interests	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 Comprehensive Income
Three Months Ended September 30, 2016
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	65,393		$	110,101	$	(2,326	)	$	(105,699	)	$	67,469
Other comprehensive income (loss):
Foreign currency translation adjustment	(763		)	—		(763		)	763			(763		)
Unrealized gain on interest rate swaps	896			—		—			—			896
Other comprehensive income (loss), before income taxes	133			—		(763		)	763			133
Income tax expense	(1,363		)	—		—			—			(1,363		)
Other comprehensive (loss), net of income taxes	(1,230		)	—		(763		)	763			(1,230		)
Comprehensive income (loss)	64,163			110,101		(3,089		)	(104,936		)	66,239
Comprehensive (income) attributable to noncontrolling interests	—			—		(2,108		)	—			(2,108		)
Comprehensive income (loss) attributable to AMC Networks’ stockholders	$	64,163		$	110,101	$	(5,197	)	$	(104,936	)	$	64,131



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
Nine Months Ended September 30, 2016
	Parent Company			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss) including noncontrolling interest	$	256,016		$	498,281	$	(9,640	)	$	(473,733	)	$	270,924
Other comprehensive income (loss):
Foreign currency translation adjustment	(3,767		)	—		(3,767		)	3,767			(3,767		)
Unrealized loss on interest rate swaps	(1,447		)	—		—			—			(1,447		)
Other comprehensive (loss), before income taxes	(5,214		)	—		(3,767		)	3,767			(5,214		)
Income tax expense	(11,574		)	—		—			—			(11,574		)
Other comprehensive (loss), net of income taxes	(16,788		)	—		(3,767		)	3,767			(16,788		)
Comprehensive income (loss)	239,228			498,281		(13,407		)	(469,966		)	254,136
Comprehensive (income) attributable to noncontrolling interests	—			—		(13,564		)	—			(13,564		)
Comprehensive income (loss) attributable to AMC Networks’ stockholders	$	239,228		$	498,281	$	(26,971	)	$	(469,966	)	$	240,572



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	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 Cash Flows
Nine Months Ended September 30, 2016
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	347,413		$	504,454		$	51,115		$	(476,390	)	$	426,592
Cash flows from investing activities:
Capital expenditures	—			(29,538		)	(14,967		)	—			(44,505		)
Payments for acquisitions, net of cash acquired	—			—			(354		)	—			(354		)
(Increase) decrease to investment in affiliates	(359,772		)	36,431			—			323,341			—
Net cash used in investing activities	(359,772		)	6,893			(15,321		)	323,341			(44,859		)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt	982,500			—			—			—			982,500
Principal payments on long-term debt	(811,000		)	—			—			—			(811,000		)
Premium and fees paid on extinguishment of debt	(40,953		)	—			—			—			(40,953		)
Payments for financing costs	(2,070		)	—			—			—			(2,070		)
Deemed repurchases of restricted stock/units	(10,821		)	—			—			—			(10,821		)
Purchase of treasury stock	(109,997		)	—			—			—			(109,997		)
Proceeds from stock option exercises	1,217			—			—			—			1,217
Excess tax benefits from share-based compensation arrangements	764			—			—			—			764
Principal payments on capital lease obligations	—			(1,834		)	(1,348		)	—			(3,182		)
Distributions to noncontrolling interest	—			—			(9,010		)	—			(9,010		)
Net cash provided by (used in) financing activities	9,640			(1,834		)	(10,358		)	—			(2,552		)
Net increase (decrease) in cash and cash equivalents from operations	(2,719		)	509,513			25,436			(153,049		)	379,181
Effect of exchange rate changes on cash and cash equivalents	3,145			(153,049		)	(15,883		)	153,049			(12,738		)
Cash and cash equivalents at beginning of period	434			148,260			167,627			—			316,321
Cash and cash equivalents at end of period	$	860		$	504,724		$	177,180		$	—		$	682,764



Condensed Consolidated 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 operations	71,056			141,034			(30,044		)	(69,344		)	112,702
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