10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_X_QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-184551

Starz, LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or other jurisdiction ofincorporation or organization) 20-8988475(I.R.S. EmployerIdentification No.)

8900 Liberty Circle Englewood, Colorado (Address of principal executive offices) 80112(Zip Code)

Registrant’s telephone number, including area code: (720) 852-7700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes__X__ No____

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes __X__ No____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer __X_ Smaller reporting company ____

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ____ No _X__

No common stock is held by non-affiliates of the Registrant. The Registrant is a wholly-owned subsidiary of Starz, which holds all of the membership interests of the Registrant.

STARZ, LLC

FORM 10-Q

Table of Contents

	Part I	Page
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	5
	Condensed Consolidated Statement of Member’s Interest and Noncontrolling Interest for the Three Months Ended March 31, 2015 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
	Part II
Item 1.	Legal Proceedings	33
Item 6.	Exhibits	33

1

PART I

Item 1. Financial Statements

Starz, LLC and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions)

	March 31, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	10.1		$	13.4
Trade accounts receivable, net of allowances of $26.6 and $41.9	262.4			249.1
Program rights, net	363.1			303.5
Deferred income taxes	0.9			0.9
Other current assets	40.8			70.1
Total current assets	677.3			637.0
Program rights	322.2			311.3
Investment in films and television programs, net	333.7			319.5
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	87.6			89.8
Deferred income taxes	14.1			—
Goodwill	131.8			131.8
Other assets, net (Note 7)	120.8			83.8
Total assets	$	1,687.5		$	1,573.2
Liabilities and Member’s Interest
and Noncontrolling Interest
Current liabilities:
Current portion of debt (Note 2)	$	5.3		$	5.3
Trade accounts payable	6.0			10.1
Accrued liabilities (Notes 4, 6 and 7)	345.2			327.4
Deferred revenue	10.4			7.4
Total current liabilities	366.9			350.2
Debt (Note 2)	1,187.7			1,174.2
Deferred income taxes	—			1.1
Other liabilities (Note 6)	7.0			7.9
Total liabilities	1,561.6			1,533.4
Member’s interest	133.1			48.5
Noncontrolling interest in subsidiary	(7.2		)	(8.7		)
Total member’s interest and noncontrolling interest	125.9			39.8
Commitments and contingencies (Note 6)
Total liabilities and member’s interest and noncontrolling interest	$	1,687.5		$	1,573.2

See accompanying notes to condensed consolidated financial statements.

2

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(in millions)

	Three Months Ended March 31,
	2015			2014
Revenue:
Programming networks and other services	$	415.8		$	363.3
Home video net sales	34.9			56.7
Total revenue	450.7			420.0
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	146.0			156.9
Production and acquisition (including amortization) (Note 4)	56.6			40.9
Home video cost of sales	10.4			13.0
Operating (Note 3)	13.3			14.1
Selling, general and administrative (Note 3)	77.2			76.7
Depreciation and amortization	4.7			4.9
Total costs and expenses	308.2			306.5
Operating income	142.5			113.5
Other income (expense):
Interest expense, net of amounts capitalized (Note 2)	(11.2		)	(11.5		)
Other income (expense), net	(2.2		)	0.5
Income before income taxes	129.1			102.5
Income tax expense (Note 5)	(43.0		)	(35.7		)
Net income	86.1			66.8
Net income attributable to noncontrolling interest	(1.5		)	(1.9		)
Net income attributable to member	$	84.6		$	64.9

See accompanying notes to condensed consolidated financial statements.

3

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(in millions)

	Three Months Ended March 31,
	2015			2014
Net income	$	86.1		$	66.8
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0.7			(0.2)
Comprehensive income	86.8			66.6
Comprehensive income attributable to noncontrolling interest	(1.7		)	(1.9		)
Comprehensive income attributable to member	$	85.1		$	64.7

See accompanying notes to condensed consolidated financial statements.

4

Starz, LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in millions)

	Three Months Ended March 31,
	2015			2014
Operating activities:
Net income	$	86.1		$	66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4.7			4.9
Amortization of program rights	136.9			146.3
Program rights payments	(136.0		)	(112.6		)
Amortization of investment in films and television programs	36.9			36.2
Investment in films and television programs	(108.7		)	(79.5		)
Stock compensation	8.3			7.8
Deferred income taxes	(6.8		)	(2.1		)
Other non-operating and non-cash items	(13.5		)	0.9
Changes in assets and liabilities:
Current and other assets	(8.7		)	(1.5		)
Payables and other liabilities	(5.0		)	(25.9		)
Net cash provided by (used in) operating activities	(5.8		)	41.3
Investing activities - purchases of property and equipment	(2.2		)	(1.3		)
Financing activities:
Borrowings of debt	95.0			84.0
Payments of debt	(81.3		)	(65.2		)
Contributions from parent related to exercise of stock options	4.6			0.7
Minimum withholding of taxes related to stock compensation	(5.2		)	(5.7		)
Excess tax benefit from stock compensation	4.6			4.4
Distributions to parent related to repurchases of common stock	(13.0		)	(66.0		)
Net cash provided by (used in) financing activities	4.7			(47.8		)
Net decrease in cash and cash equivalents	(3.3		)	(7.8		)
Cash and cash equivalents:
Beginning of period	13.4			25.7
End of period	$	10.1		$	17.9

See accompanying notes to condensed consolidated financial statements.

5

Starz, LLC and Subsidiaries

Condensed Consolidated Statement of Member’s Interest and Noncontrolling Interest

Three Months Ended March 31,2015

(Unaudited)

(in millions)

	Member’s Interest			Noncontrolling Interest			Total
Balance at December 31, 2014	$	48.5		$	(8.7	)	$	39.8
Net income	84.6			1.5			86.1
Other comprehensive income	0.5			0.2			0.7
Stock compensation	8.5			(0.2		)	8.3
Contributions from parent related to exercise of stock options	4.6			—			4.6
Minimum withholding of taxes related to stock compensation	(5.2		)	—			(5.2		)
Excess tax benefit from stock compensation	4.6			—			4.6
Distributions to parent related to repurchases of common stock	(13.0		)	—			(13.0		)
Balance at March 31, 2015	$	133.1		$	(7.2	)	$	125.9

See accompanying notes to condensed consolidated financial statements.

6

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Note 1 - Basis of Presentation and Description of Business

Presentation

Starz, LLC provides premium subscription video programming to United States (“U.S.”) multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies. Starz, LLC also develops, produces and acquires entertainment content and distributes this content to consumers in the U.S. and throughout the world. The accompanying condensed consolidated financial statements include the accounts of Starz, LLC and its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Starz, LLC’s Annual Report on Form 10-K for the year ended December 31, 2014.

Business

Starz, LLC’s business operations are conducted by its wholly-owned subsidiaries Starz Entertainment, LLC (“Starz Entertainment”), Film Roman, LLC (“Film Roman”) and certain other immaterial subsidiaries, and its majority-owned (75%) subsidiary Starz Media Group, LLC (“Starz Media”). The Weinstein Company LLC (“Weinstein”) owns a 25% interest in Starz Media. Starz, LLC is managed by and organized around the following operating segments:

Starz Networks

Starz Networks’ flagship premium networks are STARZ and ENCORE. STARZ, a first-run movie service, exhibits contemporary hit movies, original series, and documentaries. ENCORE airs first-run movies and classic contemporary movies. Starz Networks’ third network, MOVIEPLEX, offers a variety of art house, independent films and classic movie library content. STARZ and ENCORE, along with MOVIEPLEX, air across 17 linear networks complemented by on-demand and online services. Starz Networks’ premium networks are offered by MVPDs to their subscribers either on a fixed monthly price as part of a programming tier or package or on an a la carte basis.

Starz Distribution

Starz Distribution includes Starz, LLC’s Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses.

Anchor Bay Entertainment

Anchor Bay Entertainment sells or rents DVDs (standard definition and Blu-ray™) under the ANCHOR BAY brand, in the U.S., Canada and other international territories to the extent it has home entertainment rights to such content in international territories. Anchor Bay Entertainment acquires and licenses various titles from third parties and also develops and produces certain of its content. Certain of the titles acquired by Anchor Bay Entertainment air on Starz Networks’ STARZ and ENCORE networks. Anchor Bay Entertainment also distributes Starz Networks’ original series and Weinstein’s titles. Each of these titles are sold to and distributed by regional and national retailers and other distributors, including Amazon, Best Buy, Ingram Entertainment, Netflix, Redbox, Target and Wal-Mart.

7

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Starz Digital

Starz Digital distributes content on pay-per-view, video-on-demand, subscription video-on-demand (“SVOD”), electronic sell-through and other digital formats for Starz, LLC’s owned content, including Starz Networks’ original series, and content for which it has licensed home entertainment ancillary rights in the U.S. and throughout the world to the extent it has rights to such content in international territories. Starz Digital receives fees for its content from a wide array of partners and distributors. These range from traditional MVPDs, online/mobile distributors, game developers/publishers and consumer electronics companies. Starz Digital also distributes Weinstein’s titles.

Starz Worldwide Distribution

Starz Worldwide Distribution distributes movies, television series, documentaries, children’s programming and other video content. Starz Worldwide Distribution exploits Starz, LLC’s owned content, including Starz Networks’ original series, and content for which it has licensed ancillary rights on free or pay television in the U.S. and throughout the world on free or pay television and other media to the extent it has rights to such content in international territories. Starz Worldwide Distribution receives fees for its content primarily from various U.S. and international programming networks.

Starz Animation

Film Roman develops and produces two-dimensional animated content on a for-hire basis for various third party entertainment companies.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Starz, LLC considers amortization of program rights, the development of the remaining unrecognized revenue (also known as “Ultimate Revenue”) estimates associated with released films, the assessment of investment in films and television programs for impairment, the fair value of goodwill and any related impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates.

Prior Period Reclassifications

Certain prior period amounts have been reclassified for comparability with the 2015 presentation.

Note 2 - Debt

Debt consists of the following (in millions):

	March 31, 2015			December 31, 2014
Credit Agreement (a)	$	447.0		$	432.0
Senior Notes, including premium of $2.3 and $2.5 (b)	677.3			677.5
Capital leases (c)	68.7			70.0
Total debt	1,193.0			1,179.5
Less current portion of debt	(5.3		)	(5.3		)
Debt	$	1,187.7		$	1,174.2

(a) As of March 31, 2015, Starz, LLC had $553.0 million of borrowing capacity under a credit agreement (“Credit Agreement”) that provided for $1,000.0 million of revolving loans and a $50.0 million sub-limit for standby letters of credit with a maturity date of November 16, 2016. As more fully described in Note 10 - Subsequent Events, on April 20, 2015, Starz, LLC terminated the Credit Agreement and entered into a new $1,000.0 million credit agreement (“2015 Credit Agreement”).

8

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.5% depending on the consolidated leverage ratio, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1.0% or (c) LIBOR for a one-month interest period plus 1.0%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.5% and 2.5% depending on the consolidated leverage ratio. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.50%, depending on the consolidated leverage ratio.

As of March 31, 2015, the following borrowings and related LIBOR or alternate base rate interest rates were outstanding under the Credit Agreement (dollars in millions):

LIBOR or alternate base rate period:	Interest Rate	Loan Amount
March 2015 to April 2015	1.9227%	$	35.0
March 2015 to April 2015	1.9265%	371.0
March 2015 to April 2015	1.9278%	36.0
March 2015 and forward	4.0000%	5.0
		$	447.0

The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Credit Agreement.

(b) Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment.

The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Senior Notes.

(c) On January 11, 2013, Starz, LLC entered into a commercial lease for its headquarters building. The term of the lease is ten years, with four successive five-year renewal periods at the option of Starz, LLC. Starz, LLC has recorded a $44.8 million capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4%.

Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0%.

At March 31, 2015, the fair value of the Senior Notes was $697.5 million which was based upon quoted prices in active markets. Starz, LLC believes the fair value of the Credit Agreement approximates its carrying value as of March 31, 2015 due to its variable rate nature and Starz, LLC’s stable credit spread.

Amounts totaling $1.5 million and $0.9 million of interest expense have been capitalized as investment in films and television programs during the three months endedMarch 31, 2015 and 2014, respectively.

Note 3 – Stock Options and Restricted Stock

Starz has granted to certain of its employees and directors, stock options to purchase Series A common stock, restricted shares of Series A common stock and restricted stock units pursuant to the Starz incentive plans.

9

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Stock compensation expense, by expense category, consists of the following (in millions):

	Three Months Ended March 31,
	2015		2014
Programming costs	$	0.6	$	0.7
Operating expenses	0.1		0.1
Selling, general and administrative expenses	7.6		7.0
Total stock compensation expense	$	8.3	$	7.8

As of March 31, 2015, the total unrecognized compensation cost related to the unvested stock options, restricted stock and restricted stock units was approximately $62.8 million. Such amount will be recognized in Starz, LLC’s condensed consolidated statements of operations over a weighted average period of approximately 2.39 years.

The following table presents the number and weighted average exercise price (“WAEP”) of stock options to purchase Starz common stock:

	Options		WAEP
Outstanding at December 31, 2014	13,688,570		$	18.32
Granted	45,449		$	33.71
Exercised	(999,564	)	$	13.53
Forfeited	(268,806	)	$	23.35
Expired/canceled	—		$	—
Outstanding at March 31, 2015	12,465,649		$	18.65
Exercisable at March 31, 2015	4,657,021		$	14.28

At March 31, 2015, the weighted-average remaining contractual term of outstanding options is 5.6 years and exercisable options is 4.2 years. At March 31, 2015, the aggregate intrinsic value of the outstanding options is $196.5 million and the exercisable options is $93.8 million.

The following table presents the number and weighted-average grant date fair value of restricted stock grants:

	Restricted Stock		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2014	454,595		$	26.45
Granted	2,556		$	34.34
Vested	(50,659	)	$	19.24
Forfeited	(12,210	)	$	28.73
Outstanding at March 31, 2015	394,282		$	27.36

In March 2015, Starz, LLC granted certain employees restricted stock units that will vest based upon the actual, cumulative Adjusted OIBDA (as defined in Note 8) achieved by Starz during a three year performance period beginning on January 1, 2015 and ending on December 31, 2017 (“Performance Period”), compared to a target cumulative Adjusted OIBDA during the Performance Period specified by the Starz compensation committee. Potential vesting of the restricted stock units ranges from a threshold of 50% of the target award if Starz’s actual three-year cumulative Adjusted OIBDA equals 90% of the targeted amount, to a maximum of 200% of the target award if Starz’s actual three-year cumulative Adjusted OIBDA equals or exceeds 120% of the targeted amount. Results between threshold, target and maximum will be interpolated on a straight line basis. Each restricted stock unit is the right to receive, in those specified circumstances, one share of Starz Series A common stock. Based upon the target for the Performance Period, the number of restricted stock units representing the threshold, target and maximum are 50,841 units, 101,681 units and 203,362 units, respectively.

10

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Note 4 – Related Party Transactions

In December 2010, Anchor Bay Entertainment entered into a five-year license agreement with Weinstein for the distribution of certain of Weinstein’s theatrical releases on DVD and digital formats. Effective December 2014, Anchor Bay Entertainment extended, through April 2020, its license agreement with Weinstein. Anchor Bay Entertainment earns a fee for the distribution of such theatrical titles. Starz, LLC recognized expense of $21.4 million and $26.1 million, which is included in production and acquisition costs in the accompanying condensed consolidated statements of operations, for Weinstein’s share of the net proceeds under the license agreement, for the three months endedMarch 31, 2015 and 2014, respectively. Amounts due to Weinstein totaled $40.8 million and $59.6 million, which are included in accrued liabilities in the accompanying condensed consolidated balance sheets, at March 31, 2015 and December 31, 2014, respectively.

Note 5 - Income Taxes

The income tax provision for the three months endedMarch 31, 2015 and 2014 is calculated by estimating Starz, LLC’s annual effective tax rate and then applying the effective tax rate to income before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any. Our effective tax rate was 33% and 35% for the three months endedMarch 31, 2015 and 2014, respectively. For the three months endedMarch 31, 2015 and 2014, income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 35% primarily due to Internal Revenue Code Section 199, which allows U.S. taxpayers a deduction for qualified domestic production activities.  In addition, our effective tax rate is impacted by state and local taxes for both the three months endedMarch 31, 2015 and 2014.    

Note 6 - Commitments and Contingencies

Programming Rights

Starz has an exclusive multi-year output licensing agreement for qualifying films that are released theatrically in the U.S. by Sony Pictures Entertainment Inc. (“Sony”) through 2021. The agreement provides Starz with exclusive pay TV rights to exhibit qualifying theatrically released films under the Sony, Columbia Pictures, Screen Gems, Sony Pictures Classics and TriStar labels. Theatrically released films produced by Sony Pictures Animation are not licensed to Starz under the Sony agreement. In addition, Starz has an exclusive licensing agreement for qualifying films that are released theatrically in the U.S. by Walt Disney Company (“Disney”) through 2015. The agreement provides Starz with exclusive pay TV rights to exhibit qualifying theatrically released live-action and animated feature films under the Disney, Touchstone, Pixar and Marvel labels. Theatrically released films produced by DreamWorks and released by Disney are not licensed to Starz under the Disney agreement. The programming fees to be paid to Sony and Disney are based on the quantity and domestic theatrical exhibition receipts of qualifying films. Starz has also entered into agreements with a number of other motion picture producers and is obligated to pay fees for the rights to exhibit certain films that are released by these producers.

The unpaid balance for program rights related to films that were available for exhibition at March 31, 2015 is reflected in accrued liabilities and in other liabilities in the accompanying condensed consolidated balance sheets. As of March 31, 2015, such liabilities aggregated approximately $124.0 million and are payable as follows: $117.3 million in 2015, $6.5 million in 2016 and $0.2 million in 2017.

The estimated amounts payable under programming license agreements related to films that are not available for exhibition until some future date, including the rights to exhibit films that have been released theatrically under the Sony and Disney agreements, which have not been accrued as of March 31, 2015, are as follows: $143.5 million in 2015; $130.4 million in 2016; $111.3 million in 2017; $101.6 million in 2018; $85.8 million in 2019 and $158.7 million thereafter.

Starz, LLC is also obligated to pay fees for films that have not yet been released in theaters by Sony and Disney. Starz, LLC is unable to estimate the amounts to be paid under these agreements for films that have not yet been released; however, such amounts are expected to be significant.

Total amortization of program rights was $136.9 million and $146.3 million for the three months endedMarch 31, 2015 and 2014, respectively. These amounts are included in programming costs in the accompanying condensed consolidated statements of operations.

11

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Legal Proceedings

In the normal course of business, Starz, LLC is subject to lawsuits and other claims. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on Starz, LLC’s consolidated financial position, results of operations or liquidity.

Note 7 – Other Information

Accrued Liabilities

Accrued liabilities consist of the following (in millions):

	March 31, 2015		December 31, 2014
Program rights payable	$	120.6	$	89.0
Royalties, residuals and participations	88.3		74.6
Participations payable to Weinstein	40.8		59.6
Advertising and marketing	31.9		41.1
Payroll and related costs	15.6		27.5
Other	48.0		35.6
	$	345.2	$	327.4

Supplemental Disclosure of Cash Flow Information

The following table presents the supplemental disclosure of cash flow information (in millions):

	Three Months Ended March 31,
	2015		2014
Cash paid for interest, net of amounts capitalized	$	19.0	$	19.4
Cash paid for income taxes	$	1.8	$	2.6

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606). ASU 2014-09 replaces the majority of all U.S. GAAP guidance that currently exists on revenue recognition with a single model to be applied to all contracts with customers. The core principle of ASU 2014-09 is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” For a public entity, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. An entity must apply ASU 2014-09 using either the full retrospective approach, by restating all years presented, or the cumulative effect at the date of adoption approach. Starz, LLC is currently assessing the impact that these changes will have on its consolidated financial statements and therefore are unable to quantify such impact or determine the method of adoption.

In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. For a public entity, ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. As of March 31, 2015, Starz, LLC had $9.2 million of debt issuance costs which are included in other assets, net in the accompanying condensed consolidated balance sheets.

12

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Note 8 – Information about Operating Segments

Starz, LLC is primarily engaged in video programming and development, production, acquisition and distribution of entertainment content. Starz, LLC evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as Adjusted OIBDA. Adjusted OIBDA is defined as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses and selling, general and administrative expenses, but excluding all stock compensation expense. Starz, LLC’s chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate the operating segments’ performance and make decisions about allocating resources among the operating segments. Starz, LLC believes Adjusted OIBDA is an important indicator of the operational strength and performance of its operating segments, including each operating segment’s ability to assist Starz, LLC in servicing its debt and to fund investments in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income before income taxes, net income, net cash provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.

The following table provides a reconciliation of Adjusted OIBDA to income before income taxes (in millions):

	Three Months Ended March 31,
	2015			2014
Consolidated Adjusted OIBDA	$	155.5		$	126.2
Stock compensation	(8.3		)	(7.8		)
Depreciation and amortization	(4.7		)	(4.9		)
Interest expense, net of amounts capitalized	(11.2		)	(11.5		)
Other income (expense), net	(2.2		)	0.5
Income before income taxes	$	129.1		$	102.5

Starz, LLC’s reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. Starz, LLC identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Networks and Starz Distribution have been identified as reportable segments; however, as Starz, LLC has three operating segments, Starz Animation is also reported. Starz, LLC generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

13

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Performance Measures (in millions):

	Three Months Ended March 31,
	2015			2014
Revenue:
Starz Networks	$	334.0		$	324.0
Starz Distribution	109.7			87.3
Starz Animation	7.3			8.9
Inter-segment eliminations	(0.3		)	(0.2		)
Total revenue	$	450.7		$	420.0
Adjusted OIBDA:
Starz Networks	$	129.7		$	114.0
Starz Distribution	26.4			12.7
Starz Animation	(0.6		)	(0.6		)
Inter-segment eliminations	—			0.1
Total Adjusted OIBDA	$	155.5		$	126.2

Other Information (in millions):

	Three Months Ended March 31,
	2015			2014
Cash paid for investment in films and television programs:
Starz Networks	$	69.1		$	55.5
Starz Distribution	39.6			24.0
Starz Animation	—			—
Inter-segment eliminations	—			—
Total cash paid for investment in films and television programs	$	108.7		$	79.5
	March 31, 2015			December 31, 2014
Total assets:
Starz Networks	$	1,505.1		$	1,357.4
Starz Distribution	228.8			174.1
Starz Animation	2.5			2.4
Other unallocated assets (primarily cash, deferred taxes and other assets, including a commercial lease for Starz’s corporate headquarters facility)	83.8			101.9
Inter-segment eliminations	(132.7		)	(62.6		)
Total assets	$	1,687.5		$	1,573.2

Note 9 – Supplemental Guarantor Condensed Consolidating Financial Information

As discussed in Note 2, Starz, LLC and Starz Finance Corp. co-issued the Senior Notes which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media, Film Roman and other immaterial subsidiaries of Starz, LLC (“Starz Media and Other Businesses”) are not guarantors of the Senior Notes.

14

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

The following tables set forth the consolidating financial information of Starz, LLC, which includes the financial information of Starz Entertainment, the guarantor:

Consolidating Balance Sheet Information – As of March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Trade accounts receivable, net	215.1			—			47.3			—			262.4
Program rights, net	363.7			—			—			(0.6		)	363.1
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	117.1			—			—			(117.1		)	—
Other current assets	27.7			0.9			12.2			—			40.8
Total current assets	730.1			1.9			63.0			(117.7		)	677.3
Program rights	328.0			—			—			(5.8		)	322.2
Investment in films and television programs, net	216.6			—			117.1			—			333.7
Property and equipment, net	45.5			41.5			0.6			—			87.6
Deferred income taxes	—			14.1			—			—			14.1
Goodwill	131.8			—			—			—			131.8
Other assets, net	53.0			9.2			67.8			(9.2		)	120.8
Investment in consolidated subsidiaries	—			1,937.3			—			(1,937.3		)	—
Total assets	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	4.8			—			1.2			—			6.0
Accrued liabilities	191.2			32.1			124.3			(2.4		)	345.2
Notes payable due to affiliate	—			—			117.1			(117.1		)	—
Due to (from) affiliates	(716.0		)	702.0			14.0			—			—
Deferred revenue	—			—			10.4			—			10.4
Total current liabilities	(515.3		)	734.7			267.0			(119.5		)	366.9
Debt	1,144.7			1,167.3			—			(1,124.3		)	1,187.7
Deferred income taxes	24.9			(23.9		)	—			(1.0		)	—
Other liabilities	5.0			—			7.4			(5.4		)	7.0
Total liabilities	659.3			1,878.1			274.4			(1,250.2		)	1,561.6
Member’s interest (deficit)	845.7			133.1			(25.9		)	(819.8		)	133.1
Noncontrolling interest in subsidiary	—			(7.2		)	—			—			(7.2		)
Total member’s interest (deficit) and noncontrolling interest	845.7			125.9			(25.9		)	(819.8		)	125.9
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5

15

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Balance Sheet Information – As of December 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	8.7		$	0.3		$	4.4		$	—		$	13.4
Trade accounts receivable, net	224.3			—			24.8			—			249.1
Program rights, net	304.4			—			—			(0.9		)	303.5
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	45.9			—			—			(45.9		)	—
Other current assets	26.9			29.9			13.3			—			70.1
Total current assets	610.5			30.8			42.5			(46.8		)	637.0
Program rights	317.2			—			—			(5.9		)	311.3
Investment in films and television programs, net	202.7			—			116.8			—			319.5
Property and equipment, net	47.4			41.9			0.5			—			89.8
Goodwill	131.8			—			—			—			131.8
Other assets, net	47.8			9.9			36.0			(9.9		)	83.8
Investment in consolidated subsidiaries	—			1,820.9			—			(1,820.9		)	—
Total assets	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	7.8			—			2.3			—			10.1
Accrued liabilities	171.0			18.3			148.9			(10.8		)	327.4
Notes payable due to affiliate	—			—			45.9			(45.9		)	—
Due to (from) affiliates	(742.7		)	730.1			12.6			—			—
Deferred revenue	—			—			7.4			—			7.4
Total current liabilities	(559.2		)	749.0			217.1			(56.7		)	350.2
Debt	1,131.1			1,152.6			—			(1,109.5		)	1,174.2
Deferred income taxes	31.7			(37.9		)	—			7.3			1.1
Other liabilities	6.0			—			7.2			(5.3		)	7.9
Total liabilities	609.6			1,863.7			224.3			(1,164.2		)	1,533.4
Member’s interest (deficit)	747.8			48.5			(28.5		)	(719.3		)	48.5
Noncontrolling interest in subsidiary	—			(8.7		)	—			—			(8.7		)
Total member’s interest (deficit) and noncontrolling interest	747.8			39.8			(28.5		)	(719.3		)	39.8
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2

16

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	384.4		$	—		$	41.7		$	(10.3	)	$	415.8
Home video net sales	3.6			—			32.0			(0.7		)	34.9
Total revenue	388.0			—			73.7			(11.0		)	450.7
Costs and expenses:
Programming (including amortization)	146.3			—			—			(0.3		)	146.0
Production and acquisition (including amortization)	20.8			—			35.8			—			56.6
Home video cost of sales	2.7			—			8.4			(0.7		)	10.4
Operating	15.1			—			8.2			(10.0		)	13.3
Selling, general and administrative	60.6			1.9			14.7			—			77.2
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Total costs and expenses	249.4			2.3			67.5			(11.0		)	308.2
Operating income (loss)	138.6			(2.3		)	6.2			—			142.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.7		)	(12.3		)	—			11.8			(11.2		)
Interest income (expense), related party	1.7			—			(1.7		)	—			—
Other expense, net	(0.8		)	—			(1.7		)	0.3			(2.2		)
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	128.8			(14.6		)	2.8			12.1			129.1
Income tax benefit (expense)	(43.7		)	5.1			(0.2		)	(4.2		)	(43.0		)
Share of earnings of consolidated subsidiaries, net of taxes	—			95.6			—			(95.6		)	—
Net income	85.1			86.1			2.6			(87.7		)	86.1
Net income attributable to noncontrolling interest	—			(1.5		)	—			—			(1.5		)
Net income attributable to member	$	85.1		$	84.6		$	2.6		$	(87.7	)	$	84.6

17

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)					Eliminations			Consolidated Starz, LLC
Net income	$	85.1	$	86.1		$	2.6	$	(87.7	)	$	86.1
Other comprehensive income, net of taxes -
Foreign currency translation adjustments	—		0.7			0.7		(0.7		)	0.7
Comprehensive income	85.1		86.8			3.3		(88.4		)	86.8
Comprehensive income attributable to noncontrolling interest	—		(1.7		)	—		—			(1.7		)
Comprehensive income attributable to member	$	85.1	$	85.1		$	3.3	$	(88.4	)	$	85.1

18

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	334.5		$	—		$	31.1		$	(2.3	)	$	363.3
Home video net sales	3.9			—			53.6			(0.8		)	56.7
Total revenue	338.4			—			84.7			(3.1		)	420.0
Costs and expenses:
Programming (including amortization)	157.3			—			—			(0.4		)	156.9
Production and acquisition (including amortization)	5.9			—			35.0			—			40.9
Home video cost of sales	2.7			—			11.1			(0.8		)	13.0
Operating	6.6			—			9.6			(2.1		)	14.1
Selling, general and administrative	55.7			1.7			19.3			—			76.7
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Total costs and expenses	232.0			2.0			75.8			(3.3		)	306.5
Operating income (loss)	106.4			(2.0		)	8.9			0.2			113.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.8		)	(11.9		)	—			11.2			(11.5		)
Interest income (expense), related party	0.2			—			(0.2		)	—			—
Other income, net	0.4			—			0.1			—			0.5
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	96.2			(13.9		)	8.8			11.4			102.5
Income tax benefit (expense)	(33.1		)	3.2			(1.8		)	(4.0		)	(35.7		)
Share of earnings of consolidated subsidiaries, net of taxes	—			77.5			—			(77.5		)	—
Net income	63.1			66.8			7.0			(70.1		)	66.8
Net income attributable to noncontrolling interest	—			(1.9		)	—			—			(1.9		)
Net income attributable to member	$	63.1		$	64.9		$	7.0		$	(70.1	)	$	64.9

19

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Net income	$	63.1	$	66.8		$	7.0		$	(70.1	)	$	66.8
Other comprehensive loss, net of taxes -
Foreign currency translation adjustments	—		(0.2		)	(0.2		)	0.2			(0.2		)
Comprehensive income	63.1		66.6			6.8			(69.9		)	66.6
Comprehensive income attributable to noncontrolling interest	—		(1.9		)	—			—			(1.9		)
Comprehensive income attributable to member	$	63.1	$	64.7		$	6.8		$	(69.9	)	$	64.7

20

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	85.1		$	86.1		$	2.6		$	(87.7	)	$	86.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Amortization of program rights	137.2			—			—			(0.3		)	136.9
Program rights payments	(136.0		)	—			—			—			(136.0		)
Amortization of investment in films and television programs	16.0			—			20.9			—			36.9
Investment in films and television programs	(69.1		)	—			(39.6		)	—			(108.7		)
Stock compensation	7.4			0.2			0.7			—			8.3
Share of earnings of consolidated subsidiaries	—			(95.6		)	—			95.6			—
Deferred income taxes	(6.8		)	(0.1		)	—			0.1			(6.8		)
Other non-operating and non-cash items	1.5			0.5			(15.0		)	(0.5		)	(13.5		)
Changes in assets and liabilities:
Current and other assets	7.8			29.0			(46.1		)	0.6			(8.7		)
Due to / from affiliates	19.4			(21.5		)	2.1			—			—
Payables and other liabilities	(2.6		)	1.2			4.2			(7.8		)	(5.0		)
Net cash provided by (used in) operating activities	63.8			0.2			(69.8		)	—			(5.8		)
Investing activities – purchases of property and equipment	(2.0		)	—			(0.2		)	—			(2.2		)
Financing activities:
Borrowings of debt	—			95.0			—			—			95.0
Payments of debt	(1.2		)	(80.1		)	—			—			(81.3		)
Borrowings under notes payable to affiliate	(70.6		)	—			70.6			—			—
Net advances to / from affiliate	6.6			(6.6		)	—			—			—
Contributions from parent related to exercise of stock options	—			4.6			—			—			4.6
Minimum withholding of taxes related to stock compensation	(3.7		)	—			(1.5		)	—			(5.2		)
Excess tax benefit from stock compensation	4.6			—			—			—			4.6
Distributions to parent related to repurchases of common stock	—			(13.0		)	—			—			(13.0		)
Net cash provided by (used in) financing activities	(64.3		)	(0.1		)	69.1			—			4.7
Net increase (decrease) in cash and cash equivalents	(2.5		)	0.1			(0.9		)	—			(3.3		)
Cash and cash equivalents:
Beginning of period	8.7			0.3			4.4			—			13.4
End of period	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(2.2	)	$	20.0		$	1.2		$	—		$	19.0
Cash paid for income taxes	$	3.5		$	(1.9	)	$	0.2		$	—		$	1.8

21

Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	63.1		$	66.8		$	7.0		$	(70.1	)	$	66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Amortization of program rights	146.7			—			—			(0.4		)	146.3
Program rights payments	(113.5		)	—			—			0.9			(112.6		)
Amortization of investment in films and television programs	5.8			—			30.4			—			36.2
Investment in films and television programs	(57.0		)	—			(22.5		)	—			(79.5		)
Stock compensation	6.8			0.4			0.6			—			7.8
Share of earnings of consolidated subsidiaries	—			(77.5		)	—			77.5			—
Deferred income taxes	(4.9		)	3.3			—			(0.5		)	(2.1		)
Other non-operating and non-cash items	0.7			0.6			0.2			(0.6		)	0.9
Changes in assets and liabilities:
Current and other assets	(13.9		)	23.0			(9.9		)	(0.7		)	(1.5		)
Due to / from affiliates	8.4			(9.1		)	0.7			—			—
Payables and other liabilities	1.6			(7.7		)	(13.7		)	(6.1		)	(25.9		)
Net cash provided by (used in) operating activities	47.6			0.1			(6.4		)	—			41.3
Investing activities – purchases of property and equipment	(1.3		)	—			—			—			(1.3		)
Financing activities:
Borrowings of debt	—			84.0			—			—			84.0
Payments of debt	(1.1		)	(64.1		)	—			—			(65.2		)
Borrowings under notes payable to affiliate	(25.2		)	—			25.2			—			—
Payments under notes payable to affiliate	17.6			—			(17.6		)	—			—
Net advances to / from affiliate	(45.3		)	45.3			—			—			—
Contributions from parent related to exercise of stock options	—			0.7			—			—			0.7
Minimum withholding of taxes related to stock compensation	(5.3		)	—			(0.4		)	—			(5.7		)
Excess tax benefit from stock compensation	4.4			—			—			—			4.4
Distributions to parent related to repurchases of common stock	—			(66.0		)	—			—			(66.0		)
Net cash provided by (used in) financing activities	(54.9		)	(0.1		)	7.2			—			(47.8		)
Net increase (decrease) in cash and cash equivalents	(8.6		)	—			0.8			—			(7.8		)
Cash and cash equivalents:
Beginning of period	20.8			0.4			4.5			—			25.7
End of period	$	12.2		$	0.4		$	5.3		$	—		$	17.9
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(0.6	)	$	19.8		$	0.2		$	—		$	19.4
Cash paid for income taxes	$	2.3		$	—		$	0.3		$	—		$	2.6

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Starz, LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

March 31, 2015

Note 10 – Subsequent Events

On April 20, 2015 Starz, LLC entered into the 2015 Credit Agreement that provides for $1,000.0 million in revolving loans with a $50.0 million sub-limit for stand-by letters of credit. Net proceeds from the 2015 Credit Agreement were used to repay and terminate the Credit Agreement. Borrowings under the 2015 Credit Agreement may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid on the 2015 Credit Agreement may be reborrowed. The 2015 Credit Agreement is scheduled to mature on April 20, 2020.

Interest on each loan under the 2015 Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.25% depending on the consolidated leverage ratio of Starz, LLC, as defined in the 2015 Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% or (c) LIBOR for a one-month interest period plus 1%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.50% and 2.25% depending on the consolidated leverage ratio of Starz, LLC. The 2015 Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.40%, depending on the consolidated leverage ratio of Starz, LLC.

The 2015 Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the 2015 Credit Agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q includes statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included in this Quarterly Report on Form 10-Q other than statements of historical fact or current fact are forward-looking statements that address activities, events or developments that we or our management expect, believe or anticipate will or may occur in the future. These statements represent our reasonable judgment on the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond our control and could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “plan,” “may,” “will,” “should,” “could,” “expect,” or the negative thereof, or other words of similar meaning. In particular, these include, but are not limited to, statements of our current views and estimates of future economic circumstances, industry conditions in domestic and international markets, and our future performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results to differ materially from the anticipated results and expectations expressed in such forward-looking statements.

Among the factors that may cause actual results and experiences to differ from the anticipated results and expectations expressed in such forward-looking statements are the following:

• changes in the nature of key strategic relationships with MVPDs and content providers and our ability to maintain and renew affiliation agreements with MVPDs and programming output and library agreements with content providers on terms acceptable to us;

• business combinations involving MVPDs or movie studios;

• distributor demand for our products and services, including the impact of higher rates paid by our distributors to other programmers, and our ability to adapt to changes in demand;

• consumer demand for our products and services, including changes in demand resulting from participation in and effectiveness of cooperative marketing campaigns with our distributors, and our ability to adapt to changes in demand;

• competitor responses to our products and services;

• the continued investment in, the cost of and our ability to acquire or produce desirable original programming;

• the cost of and our ability to acquire desirable theatrical movie content;

• disruption in the production of theatrical films or television programs due to work stoppages or strikes by unions representing writers, directors or actors;

• changes in distribution and viewing of television programming, including the expanded deployment of personal video recorders, video-on-demand and IP television, and their impact on media content consumption;

• uncertainties inherent in the development and deployment of new business strategies;

• uncertainties associated with the development of products and services and market acceptance, including the development and provision of programming for new television and telecommunications technologies;

• our future financial performance, including availability, terms and deployment of capital;

• the ability of our suppliers and vendors to deliver products, equipment, software and services;

• the outcome of any pending or threatened litigation;

• availability of qualified personnel and artistic talent;

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• the regulatory and competitive environment of the industry in which we operate;

• changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal Communications Commission, and/or adverse outcomes from regulatory proceedings;

• changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations;

• general economic and business conditions and industry trends;

• consumer spending levels;

• rapid technological changes;

• failure to protect digital information, including confidential and proprietary information about our distributors, viewers and employees, subjecting us to potentially costly government enforcement actions or private litigation and reputational risks;

• our ability to distribute content internationally;

• fluctuation in foreign currency exchange rates; and

• threatened terrorist attacks or political unrest in domestic and international markets.

For a description of our risk factors, please see Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2014.

All forward-looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2014.

OVERVIEW

Starz, LLC is a leading integrated global media and entertainment company. We provide premium subscription video programming to U.S. MVPDs, including cable operators, satellite television providers and telecommunications companies. We also develop, produce and acquire entertainment content and distribute this content to consumers in the U.S. and throughout the world. We are a wholly-owned subsidiary of Starz. Our business operations are conducted by our wholly-owned subsidiaries Starz Entertainment, Film Roman and certain other immaterial subsidiaries, and our majority-owned subsidiary Starz Media, which is owned 25% by Weinstein.

We manage our operations through our Starz Networks, Starz Distribution and Starz Animation operating segments. Our integrated operating segments enable us to maintain control, and maximize the profitability of our original programming content and its marketing and distribution in the home entertainment and television ancillary markets. Our expanding original programming line-up also provides downstream revenue opportunities for our Starz Distribution operating segment to the extent we retain rights to exploit such programming in these ancillary markets both in the U.S. and around the world.

Our reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. We identify our reportable segments as those operating segments that represent 10% or more of our consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Networks and Starz Distribution have been identified as reportable segments; however, as we have three operating segments, Starz Animation is also reported separately.

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Revenue

The STARZ and ENCORE networks are the primary drivers of Starz Networks’ revenue. Our networks are distributed pursuant to affiliation agreements with MVPDs. Programming revenue is recognized in the period during which programming is provided, either:

• based solely on the total number of subscribers who receive our networks multiplied by rates specified in the agreements (i.e., consignment), or

• based on amounts or rates which are not tied solely to the total number of subscribers who receive our networks (i.e., non-consignment).

The agreements generally provide for annual contractual rate increases of a fixed percentage or a fixed amount, or rate increases tied to annual increases in the Consumer Price Index.

Starz Distribution earns revenue from its Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses through the sale of its content in the U.S. and throughout the world on DVDs, free and pay television, pay-per-view, video-on-demand, SVOD, electronic sell-through and other digital formats. Revenue generated from the sale of DVDs is recognized, net of an allowance for estimated sales returns, on the later of the estimated receipt of the product by the customer or after any restrictions on sale lapse. At the time of the initial sale, we also record a provision, based on historical trends and practices, to reduce revenue for discounts and rebates provided to customers related to the sale of DVDs. Revenue from digital and television licensing is recognized when the film or program is complete in accordance with the terms of the arrangement and is available for exploitation by the licensee. The film or program is available for exploitation when it has been delivered or is available to the licensee and the license period has commenced. Starz Distribution’s content includes content we own and license, including Starz Networks’ original series, and for Anchor Bay Entertainment and Starz Digital, it also includes the Weinstein’s films.

Starz Animation recognizes revenue related to animation services provided to customers under contract generally based on the percentage that costs incurred-to-date bear to estimated total costs to complete utilizing the most recent information. Revenue recognized is proportional to the work performed-to-date under the contracts.

Costs and Expenses

Programming costs are Starz Networks’ largest expense. The cost of program rights for films and television programs (including original series) exhibited by Starz Networks is generally amortized on a title-by-title or episode-by-episode basis over the anticipated number of exhibitions. Starz Networks estimates the number of exhibitions based on the number of exhibitions allowed in the agreement and the expected usage of the content. Certain other program rights are amortized to expense on a straight-line basis over the respective lives of the agreements. Starz Networks generally has rights to two or three separate windows under its output agreements. For films with multiple windows, the license fee is allocated between the windows based upon the proportionate estimated fair value of each window with the majority of the cost allocated to the first window. Programming costs vary due to the number of airings and cost of our original series, the number of films licensed and the cost per film paid under our output and library programming agreements.

Production and acquisition costs are Starz Distribution’s largest expense and include amortization of our investment in films and television programs, participation and royalty costs and residuals. The portion of costs attributed to the pay television window for our original series is included in programming costs. All remaining production and acquisition costs for original series as well as our other films and television programs that we own or license (not including films licensed under our output and library programming agreements which are included in programming costs) are amortized to production and acquisition costs based on the proportion that current revenue bears to an estimate of Ultimate Revenue for each film or television program. The amount of production and acquisition costs that we will incur for original programming is impacted by both the number of and cost of the productions and the various distribution rights that we acquire or retain for these productions. Participation costs represent amounts paid or due to participants under agreements we have whereby Starz Distribution distributes content in which a participant (e.g., Weinstein, producers or writers of our original programming, etc.) has an ownership interest.

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Home video cost of sales represents the direct costs related to the production and distribution of DVDs in our Starz Distribution segment. Costs related to the production of DVDs include costs such as distribution fees, freight, manufacturing costs and mastering costs.

Operating expenses primarily include production costs related to animation services provided to customers under contract and represent Starz Animation’s largest expense. In addition, it includes our Starz Networks’ operating costs (e.g., salaries, transponder expenses and maintenance and repairs) and non-DVD distribution expenses related to Starz Distribution.

Selling, general and administrative expenses include our advertising and marketing costs and our general and administrative expenses. Our advertising and marketing costs primarily include consumer marketing, distributor marketing support and other marketing costs. Our general and administrative expenses include salaries, stock compensation and other overhead costs.

RESULTS OF OPERATIONS - THREE MONTHS ENDEDMARCH 31, 2015 AND 2014

Our operating results are as follows (dollars in millions):

	Three Months Ended March 31,						$ Change			% Change
	2015			2014			‘15 vs ‘14			‘15 vs ‘14
Revenue:
Programming networks and other services	$	415.8		$	363.3		$	52.5		14	%
Home video net sales	34.9			56.7			(21.8		)	(38	)%
Total revenue	450.7			420.0			30.7			7	%
Costs and expenses:
Programming (including amortization)	146.0			156.9			(10.9		)	(7	)%
Production and acquisition (including amortization)	56.6			40.9			15.7			38	%
Home video cost of sales	10.4			13.0			(2.6		)	(20	)%
Operating	13.3			14.1			(0.8		)	(6	)%
Selling, general and administrative	77.2			76.7			0.5			1	%
Depreciation and amortization	4.7			4.9			(0.2		)	(4	)%
Total costs and expenses	308.2			306.5			1.7			1	%
Operating income	142.5			113.5			29.0			26	%
Other income (expense):
Interest expense, net of amounts capitalized	(11.2		)	(11.5		)	0.3			3	%
Other income (expense), net	(2.2		)	0.5			(2.7		)	540	%
Income before income taxes	129.1			102.5			26.6			26	%
Income tax expense	(43.0		)	(35.7		)	(7.3		)	(20	)%
Net income	$	86.1		$	66.8		$	19.3		29	%

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COMPARISON OF THREE MONTHS ENDEDMARCH 31, 2015 TO THREE MONTHS ENDEDMARCH 31, 2014

Revenue

Revenue by segment is as follows (dollars in millions):

	Three Months Ended March 31,						$ Change			% Change
	2015			2014			‘15 vs ‘14			‘15 vs ‘14
Revenue
Starz Networks	$	334.0		$	324.0		$	10.0		3	%
Starz Distribution	109.7			87.3			22.4			26	%
Starz Animation	7.3			8.9			(1.6		)	(18	)%
Inter-segment eliminations	(0.3		)	(0.2		)	(0.1		)	(50	)%
Total revenue	$	450.7		$	420.0		$	30.7		7	%

Starz Networks’ revenue represented 74% and 77% of our total revenue for the three months endedMarch 31, 2015 and 2014, respectively.

The table below sets forth, for the periods presented, subscriptions to our STARZ and ENCORE networks (subscriptions in millions):

	As of March 31,		# Change		% Change
Period End Subscriptions:	2015	2014	‘15 vs ‘14		‘15 vs ‘14
STARZ	23.7	21.9	1.8		8	%
ENCORE	33.8	34.4	(0.6	)	(2	)%
Total	57.5	56.3	1.2		2	%

Revenue from Starz Networks increased$10.0 million or 3% for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. The increase in revenue is a result of a $15.3 million increase due to higher effective rates, partially offset by a $5.3 million decrease due to lower average subscriptions. Consignment subscriptions were negatively impacted at certain distributors by reduced promotional activity.

Revenue from Starz Distribution increased$22.4 million or 26% for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. This increase is primarily due to licensing of our original series “Spartacus” and “Magic City” to Netflix in the U.S. and select international territories and “The White Queen” to Amazon in the U.S. and Netflix in select international territories along with the release of “Black Sails” season one in the home entertainment market (i.e., DVD and digital formats) and “Black Sails” season two in various television markets throughout the world. Such increase was partially offset by lower revenue from the distribution ofWeinstein new releases.

Programming

Programming costs decreased$10.9 million or 7% for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. The decrease in programming costs is primarily due to a $12.1 million decrease in output and library film amortization expense partially offset by a $2.6 million increase in original series amortization expense.

We expect programming costs related to original programming to increase in the future. We are currently benefiting from a lower cost per film that we pay under our output agreements with Sony and Disney. This lower cost per film was the result of favorable negotiations during the most recent output agreement renewals. We expect to see continued savings in the 2015 through 2017 timeframe at which time the first window license period under our Disney output agreement ends. We plan to utilize these savings to fund a portion of the increase in our original programming to 80-90 episodes per year by 2016 or 2017.

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Production and Acquisition

Production and acquisition costs increased$15.7 million or 38% for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. The increase is primarily due to higher Starz Distribution revenue related to our original series, which resulted in higher amortization of our investment in films and television programs and participation costs, during the three months ended March 31, 2015.

Home Video Cost of Sales

Home video cost of sales decreased$2.6 million or 20% for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. Home video cost of sales represented 30% and 23% of home video net sales for the three months endedMarch 31, 2015 and 2014, respectively. This increase in costs as a percentage of sales is due to higher revenue from our original series and lower revenue from Weinstein titles. Under our agreement with Weinstein, DVD replication and packaging costs are paid for by Weinstein.

Selling, General and Administrative

Selling, general and administrative expenses are as follows (dollars in millions):

	Three Months Ended March 31,						$ Change			% Change
	2015			2014			‘15 vs ‘14			‘15 vs ‘14
Advertising and marketing
Starz Networks	$	32.7		$	27.9		$	4.8		17	%
Starz Distribution	7.0			11.1			(4.1		)	(37	)%
Starz Animation	—			—			—			—	%
Inter-segment eliminations	—			—			—			—	%
Total advertising and marketing	39.7			39.0			0.7			2	%
General and administrative, excluding stock compensation
Starz Networks	21.5			21.7			(0.2		)	(1	)%
Starz Distribution	8.3			8.8			(0.5		)	(6	)%
Starz Animation	0.1			0.2			(0.1		)	(50	)%
Inter-segment eliminations	—			—			—			—	%
General and administrative, excluding stock compensation	29.9			30.7			(0.8		)	(3	)%
Stock compensation	7.6			7.0			0.6			9	%
Total general and administrative	37.5			37.7			(0.2		)	(1	)%
Total selling, general and administrative	$	77.2		$	76.7		$	0.5		1	%
General and administrative expense as a percentage of revenue	8		%	9		%

Starz Networks’ advertising and marketing costs increased due to an increase in distributor marketing support and increased spend related to our original programming line-up. Starz Distribution’s advertising and marketing costs decreased primarily as a result of reduced spend due to fewer significant new films distributed for Weinstein.

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Adjusted OIBDA

Adjusted OIBDA by segment is as follows (dollars in millions):

	Three Months Ended March 31,						$ Change			% Change
	2015			2014			‘15 vs ‘14			‘15 vs ‘14
Adjusted OIBDA (1)
Starz Networks	$	129.7		$	114.0		$	15.7		14	%
Starz Distribution	26.4			12.7			13.7			108	%
Starz Animation	(0.6		)	(0.6		)	—			—	%
Inter-segment eliminations	—			0.1			(0.1		)	100	%
Total Adjusted OIBDA	$	155.5		$	126.2		$	29.3		23	%

___________________

(1)    See Note 8 to the unaudited condensed consolidated financial statements included in this Form 10-Q for a discussion of Adjusted OIBDA, which also includes a reconciliation of Adjusted OIBDA to the GAAP measure income before income taxes. We evaluate performance and make decisions about allocating resources to our operating segments based on financial measures such as Adjusted OIBDA. The primary material limitations associated with the use of Adjusted OIBDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in our industry, and (ii) it excludes financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing a reconciliation of Adjusted OIBDA to GAAP results to enable investors to perform their own analysis of our operating results.

Adjusted OIBDA for Starz Networks increased $15.7 million for the three months endedMarch 31, 2015 as compared to the corresponding prior year period. Such increase was a result of the increase in revenue and lower programming costs, both of which were slightly offset by the increase in advertising and marketing costs. Adjusted OIBDA for Starz Distribution increased $13.7 million primarily due to higher revenue and a decrease in advertising and marketing costs, partially offset by an increase in production and acquisition costs.

Other Income (Expense), Net

We recorded other expense, net of $2.2 million for the three months endedMarch 31, 2015 as compared to other income, net of $0.5 million for the three months endedMarch 31, 2014. The expense for the three months endedMarch 31, 2015 is primarily comprised of our share of losses from our investment in Playco Holdings Limited. The income for the three months endedMarch 31, 2014 is primarily comprised of gains on foreign currency hedging transactions and foreign currency exchange gains.

Income Taxes

We had income before income taxes of $129.1 million and $102.5 million and income tax expense of $43.0 million and $35.7 million for the three months endedMarch 31, 2015 and 2014, respectively. Our effective tax rate was 33% and 35% for the three months endedMarch 31, 2015 and 2014, respectively. Our effective tax rate for the three months endedMarch 31, 2015 and 2014 is impacted by Internal Revenue Code Section 199, which allows U.S. taxpayers a deduction for qualified domestic production activities.  The deduction for qualified production activity is based on our level of domestic productions and other criteria and must be evaluated each year. Changes in our domestic production activities could impact our qualification for a deduction under Section 199 in the future. In addition, our effective tax rate is impacted by state and local taxes for both the three months endedMarch 31, 2015 and 2014.

MATERIAL CHANGES IN FINANCIAL CONDITION

As of March 31, 2015, our cash and cash equivalents totaled $10.1 million. Our cash and cash equivalents are, from time to time, invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated commercial paper.

We generated a negative $5.8 million of net cash used in operating activities and generated a positive $41.3 million of net cash provided by operating activities for the three months endedMarch 31, 2015 and 2014, respectively. Our primary

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uses of cash are for payments under our programming output and library agreements and production and acquisition costs for our original programming, home video and other content (i.e., investment in films and television programs), which are included as a reduction of net cash provided by (used in) operating activities. Cash paid under our programming output and library agreements totaled $136.0 million and $112.6 million for the three months endedMarch 31, 2015 and 2014, respectively, and increased primarily due to a higher number of first-run films paid for in 2015 as compared to 2014. Cash paid for original programming, home video and other content totaled $108.7 million and $79.5 million for the three months endedMarch 31, 2015 and 2014, respectively, and increased primarily due to an increase in the number of original series in production. We plan to continue to increase our investments in original programming in future periods. A $34.6 million increase in our long term receivables from the licensing of certain of our original series to Netflix and Amazon also negatively impacted our net cash used in operating activities for the three months endedMarch 31, 2015.

During the three months endedMarch 31, 2015, we had net borrowings of $13.7 million. Additionally, we used $13.0 million of cash, including fees, for Starz to buy back common stock under its share repurchase program for the three months endedMarch 31, 2015 as compared to $66.0 million for the three months endedMarch 31, 2014. Starz has $169.3 million available under its share repurchase program as of March 31, 2015.

We are continually projecting our anticipated cash requirements for our operating, investing and financing needs as well as net cash provided by operating activities available to meet these needs. Our potential sources of liquidity are net cash provided by operating activities and borrowings under our 2015 Credit Agreement and we expect that we will be able to utilize these sources to fund our expected uses of cash for investing and financing activities, which include debt repayments, our funding of the buybacks of Starz’s common stock and capital expenditures during 2015. Based upon our current operating plans, we believe that our net cash provided by operating activities and borrowings under our 2015 Credit Agreement through its expiration on April 20, 2020 will be sufficient to fund our cash commitments for investing and financing activities, such as our capital expenditures and long term debt obligations from 2016 through 2019.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606). ASU 2014-09 replaces the majority of all U.S. GAAP guidance that currently exists on revenue recognition with a single model to be applied to all contracts with customers. The core principle of ASU 2014-09 is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” For a public entity, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. An entity must apply ASU 2014-09 using either the full retrospective approach, by restating all years presented, or the cumulative effect at the date of adoption approach. We are currently assessing the impact that these changes will have on our consolidated financial statements and therefore are unable to quantify such impact or determine the method of adoption.

In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. For a public entity, ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. As of March 31, 2015, Starz, LLC had $9.2 million of debt issuance costs which are included in other assets, net in the accompanying condensed consolidated balance sheets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the normal course of business due to our ongoing financial and operating activities. Market risk refers to the risk of loss arising from adverse changes in stock prices and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.

We are exposed to changes in interest rates as a result of borrowings used to maintain our liquidity and fund our operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We manage our exposure to interest rates by maintaining what we believe

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is an appropriate mix of fixed and variable rate debt and by entering into interest rate swap and collar arrangements when we deem appropriate.

As of March 31, 2015, our debt is comprised of the following amounts (in millions):

Variable rate debt		Fixed rate debt
Principal amount	Weighted avg. interest rate	Principal amount	Weighted avg. interest rate
$447.0	1.95%	$746.0	5.13%

A hypothetical 50 basis point change in interest rates prevailing at March 31, 2015 would either increase or decrease our annual interest expense on our variable rate debt by approximately $2.2 million. As shown above, the majority of our outstanding debt at March 31, 2015 was fixed rate debt. We have borrowing capacity at March 31, 2015 of $553.0 million under our Credit Agreement at variable rates.

At March 31, 2015, the fair value of our Senior Notes was $697.5 million. We believe the fair value of our Credit Agreement approximates its carrying value as of March 31, 2015 due to its variable rate nature and our stable credit spread.

We are exposed to foreign exchange rate risk on certain of our original series that are produced in foreign countries. We mitigate this foreign exchange rate risk by entering into forward contracts and other types of derivative instruments as deemed appropriate. As of March 31, 2015, the fair market value of our outstanding derivative instruments related to foreign currencies was insignificant. We are also exposed to foreign exchange rate risk on our foreign operations; however, this risk is not deemed significant to our overall business.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and our principal financial and accounting officer (“Executives”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Executives concluded that our disclosure controls and procedures were effective as of March 31, 2015 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

In the normal course of business, we are subject to lawsuits and other claims. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on our consolidated financial position, results of operations or liquidity.

Item 6. Exhibits

Listed below are the exhibits which are filed as part of this Report (according to the number assigned to them in Item 601 of Regulation S-K).

Exhibit No.		Description of Exhibit
10.1	Credit Agreement dated as of April 20, 2015 among Starz, LLC, as Borrower, The Bank of Nova Scotia, as Administrative Agent, and the other parties named therein (incorporated by reference to Exhibit 4.1 to Starz, LLC’s Current Report on Form 8-K (File No. 333-184551), filed with the Securities and Exchange Commission on April 24, 2015).
31.1	Rule 13a-14(a)/15(d)-14(a) Certification*
31.2	Rule 13a-14(a)/15(d)-14(a) Certification*
32.1	Section 1350 Certifications**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Label Linkbase Document*
101.PRE	XBRL Taxonomy Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Definition Document*

______________________

* Filed herewith.

** Furnished herewith.

33

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Starz, LLC
	By:	/s/ Christopher P. Albrecht
Date: April 29, 2015		Name:	Christopher P. Albrecht
		Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature		Title	Date
/s/ Christopher P. Albrecht
Christopher P. Albrecht		Chief Executive Officer (Principal Executive Officer)	April 29, 2015
/s/ Scott D. Macdonald
Scott D. Macdonald		Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	April 29, 2015
Starz		Sole Member-Manager of the Registrant	April 29, 2015
By:	/s/ David Weil
	David Weil	Executive Vice President, General Counsel

34

Exhibit List

Exhibits. Listed below are the exhibits which are filed as a part of this Report (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit No.		Description of Exhibit
10.1	Credit Agreement dated as of April 20, 2015 among Starz, LLC, as Borrower, The Bank of Nova Scotia, as Administrative Agent, and the other parties named therein (incorporated by reference to Exhibit 4.1 to Starz, LLC’s Current Report on Form 8-K (File No. 333-184551), filed with the Securities and Exchange Commission on April 24, 2015).
31.1	Rule 13a-14(a)/15(d)-14(a) Certification*
31.2	Rule 13a-14(a)/15(d)-14(a) Certification*
32.1	Section 1350 Certifications**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Label Linkbase Document*
101.PRE	XBRL Taxonomy Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Definition Document*

_____________________

* Filed herewith.

** Furnished herewith.

35

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Christopher P. Albrecht, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Starz, LLC;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2015

/s/ Christopher P. Albrecht

Christopher P. Albrecht

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Scott D. Macdonald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Starz, LLC;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 29, 2015

/s/ Scott D. Macdonald

Scott D. Macdonald

Chief Financial Officer, Executive Vice President and Treasurer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Starz, LLC, a Delaware limited liability company (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Christopher P. Albrecht
Date: April 29, 2015		Name:	Christopher P. Albrecht
		Title:	Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Scott D. Macdonald
Date: April 29, 2015		Name:	Scott D. Macdonald
		Title:	Chief Financial Officer, Executive Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenue:
Programming networks and other services	$ 415.8	$ 363.3
Home video net sales	34.9	56.7
Total revenue	450.7	420.0
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	146.0	156.9
Production and acquisition (including amortization) (Note 4)	56.6	40.9
Home video cost of sales	10.4	13.0
Operating (Note 3)	13.3	14.1
Selling, general and administrative (Note 3)	77.2	76.7
Stock compensation	8.3	7.8
Depreciation and amortization	4.7	4.9
Total costs and expenses	308.2	306.5
Operating income (loss)	142.5	113.5
Other income (expense):
Interest expense, net of amounts capitalized	(11.2)	(11.5)
Interest income (expense), related party	0	0
Other income (expense), net	(2.2)	0.5
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	129.1	102.5
Income tax expense (Note 5)	(43.0)	(35.7)
Share of earnings of consolidated subsidiaries, net of taxes	0	0
Net income (loss)	86.1	66.8
Net income attributable to noncontrolling interests	(1.5)	(1.9)
Net income (loss) attributable to member	84.6	64.9
Starz Entertainment, LLC (Guarantor)
Revenue:
Programming networks and other services	384.4	334.5
Home video net sales	3.6	3.9
Total revenue	388.0	338.4
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	146.3	157.3
Production and acquisition (including amortization) (Note 4)	20.8	5.9
Home video cost of sales	2.7	2.7
Operating (Note 3)	15.1	6.6
Selling, general and administrative (Note 3)	60.6	55.7
Stock compensation	7.4	6.8
Depreciation and amortization	3.9	3.8
Total costs and expenses	249.4	232.0
Operating income (loss)	138.6	106.4
Other income (expense):
Interest expense, net of amounts capitalized	(10.7)	(10.8)
Interest income (expense), related party	1.7	0.2
Other income (expense), net	(0.8)	0.4
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	128.8	96.2
Income tax expense (Note 5)	(43.7)	(33.1)
Share of earnings of consolidated subsidiaries, net of taxes	0	0
Net income (loss)	85.1	63.1
Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to member	85.1	63.1
Starz, LLC Parent Only (Co-Issuer)
Revenue:
Programming networks and other services	0	0
Home video net sales	0	0
Total revenue	0	0
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	0	0
Production and acquisition (including amortization) (Note 4)	0	0
Home video cost of sales	0	0
Operating (Note 3)	0	0
Selling, general and administrative (Note 3)	1.9	1.7
Stock compensation	0.2	0.4
Depreciation and amortization	0.4	0.3
Total costs and expenses	2.3	2.0
Operating income (loss)	(2.3)	(2.0)
Other income (expense):
Interest expense, net of amounts capitalized	(12.3)	(11.9)
Interest income (expense), related party	0	0
Other income (expense), net	0	0
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	(14.6)	(13.9)
Income tax expense (Note 5)	5.1	3.2
Share of earnings of consolidated subsidiaries, net of taxes	95.6	77.5
Net income (loss)	86.1	66.8
Net income attributable to noncontrolling interests	(1.5)	(1.9)
Net income (loss) attributable to member	84.6	64.9
Starz Media and Other Businesses (Non-Guarantors)
Revenue:
Programming networks and other services	41.7	31.1
Home video net sales	32.0	53.6
Total revenue	73.7	84.7
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	0	0
Production and acquisition (including amortization) (Note 4)	35.8	35.0
Home video cost of sales	8.4	11.1
Operating (Note 3)	8.2	9.6
Selling, general and administrative (Note 3)	14.7	19.3
Stock compensation	0.7	0.6
Depreciation and amortization	0.4	0.8
Total costs and expenses	67.5	75.8
Operating income (loss)	6.2	8.9
Other income (expense):
Interest expense, net of amounts capitalized	0	0
Interest income (expense), related party	(1.7)	(0.2)
Other income (expense), net	(1.7)	0.1
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	2.8	8.8
Income tax expense (Note 5)	(0.2)	(1.8)
Share of earnings of consolidated subsidiaries, net of taxes	0	0
Net income (loss)	2.6	7.0
Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to member	2.6	7.0
Eliminations
Revenue:
Programming networks and other services	(10.3)	(2.3)
Home video net sales	(0.7)	(0.8)
Total revenue	(11.0)	(3.1)
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	(0.3)	(0.4)
Production and acquisition (including amortization) (Note 4)	0	0
Home video cost of sales	(0.7)	(0.8)
Operating (Note 3)	(10.0)	(2.1)
Selling, general and administrative (Note 3)	0	0
Stock compensation	0	0
Depreciation and amortization	0	0
Total costs and expenses	(11.0)	(3.3)
Operating income (loss)	0	0.2
Other income (expense):
Interest expense, net of amounts capitalized	11.8	11.2
Interest income (expense), related party	0	0
Other income (expense), net	0.3	0
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	12.1	11.4
Income tax expense (Note 5)	(4.2)	(4.0)
Share of earnings of consolidated subsidiaries, net of taxes	(95.6)	(77.5)
Net income (loss)	(87.7)	(70.1)
Net income attributable to noncontrolling interests	0	0
Net income (loss) attributable to member	$ (87.7)	$ (70.1)

XML

Other Information Accrued Liabilities (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Other Information [Abstract]
Program rights payable	$ 120.6	$ 89.0
Royalties, residuals and participations	88.3	74.6
Advertising and marketing	31.9	41.1
Participations payable to Weinstein	40.8	59.6
Payroll and related costs	15.6	27.5
Other	48.0	35.6
Accrued Liabilities, Current	$ 345.2	$ 327.4

XML

Debt (Details) (USD $)	3 Months Ended			0 Months Ended
	Mar. 31, 2015		Mar. 31, 2014	Jan. 11, 2013 renewal_period	Apr. 20, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Total debt	$ 1,193,000,000					$ 1,179,500,000
Less current portion of debt	(5,300,000)					(5,300,000)
Debt	1,187,700,000					1,174,200,000
Remaining borrowing capacity	553,000,000
Interest costs capitalized	1,500,000		900,000
Starz, LLC
Debt Instrument [Line Items]
Lease period (in years)				10 years
Number of renewal periods				4
Renewal Term (in years)				5 years
Capital lease related to commercial lease with subsidiary of Liberty Media				44,800,000
Imputed interest rate (as a percent)	6.40%
Starz Entertainment | Minimum
Debt Instrument [Line Items]
Imputed interest rate (as a percent)	5.50%
Starz Entertainment | Maximum
Debt Instrument [Line Items]
Imputed interest rate (as a percent)	7.00%
Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Unamortized Discount (Premium), Net	2,300,000					2,500,000
Total debt	677,300,000	[1]				677,500,000	[1]
Fair value of long-term debt	697,500,000
Senior Notes | Starz, LLC and Starz Finance Corp
Debt Instrument [Line Items]
Face amount	675,000,000
Stated rate (as a percent)	5.00%
Capital Lease Obligations
Debt Instrument [Line Items]
Total debt	68,700,000	[2]				70,000,000	[2]
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Total debt	447,000,000	[3]				432,000,000	[3]
Revolving Credit Facility | Line of Credit | Starz, LLC
Debt Instrument [Line Items]
Maximum borrowing capacity	1,000,000,000
Revolving Credit Facility | Line of Credit | Starz, LLC | Minimum
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.25%
Revolving Credit Facility | Line of Credit | Starz, LLC | Maximum
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.50%
Standby Letters of Credit | Line of Credit | Starz, LLC
Debt Instrument [Line Items]
Maximum borrowing capacity	50,000,000
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Minimum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	0.50%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Maximum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	1.50%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Federal Funds Effective Rate | Starz, LLC
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	0.50%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	1.00%
Interest period used (in months)	1 month
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Minimum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	1.50%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Maximum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	2.50%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | March 2015 to April 2015 | London Interbank Offered Rate (LIBOR) | Starz, LLC
Debt Instrument [Line Items]
Total debt	35,000,000
Interest rate (as a percent)	1.9227%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | March 2015 to April 2015 | London Interbank Offered Rate (LIBOR) | Starz, LLC
Debt Instrument [Line Items]
Total debt	371,000,000
Interest rate (as a percent)	1.9265%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | March 2015 to April 2015 | London Interbank Offered Rate (LIBOR) | Starz, LLC
Debt Instrument [Line Items]
Total debt	36,000,000
Interest rate (as a percent)	1.9278%
Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Credit Facility 4 | Alternate Base Rate | Starz, LLC
Debt Instrument [Line Items]
Total debt	5,000,000
Interest rate (as a percent)	4.00%
Subsequent Event | Revolving Credit Facility | Line of Credit | Starz, LLC
Debt Instrument [Line Items]
Maximum borrowing capacity					1,000,000,000.0
Subsequent Event | Revolving Credit Facility | Line of Credit | Starz, LLC | Minimum
Debt Instrument [Line Items]
Commitment fee (as a percent)					0.25%
Subsequent Event | Revolving Credit Facility | Line of Credit | Starz, LLC | Maximum
Debt Instrument [Line Items]
Commitment fee (as a percent)					0.40%
Subsequent Event | Standby Letters of Credit | Line of Credit | Starz, LLC
Debt Instrument [Line Items]
Maximum borrowing capacity					50,000,000.0
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Minimum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)					0.50%
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Starz, LLC | Maximum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)					1.25%
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | Federal Funds Effective Rate | Starz, LLC
Debt Instrument [Line Items]
Spread on variable rate (as a percent)	0.50%
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC
Debt Instrument [Line Items]
Spread on variable rate (as a percent)					1.00%
Interest period used (in months)					1 month
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Minimum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)					1.50%
Subsequent Event | Revolving Credit Facility, Senior Secured, Term Loans | Line of Credit | London Interbank Offered Rate (LIBOR) | Starz, LLC | Maximum
Debt Instrument [Line Items]
Spread on variable rate (as a percent)					2.25%

[1] Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment.The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Senior Notes.

[2] On January 11, 2013, Starz, LLC entered into a commercial lease for its headquarters building. The term of the lease is ten years, with four successive five-year renewal periods at the option of Starz, LLC. Starz, LLC has recorded a $44.8 million capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4%.Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0%.

[3] Starz, LLC had $553.0 million of borrowing capacity under a credit agreement (“Credit Agreement”) that provided for $1,000.0 million of revolving loans and a $50.0 million sub-limit for standby letters of credit with a maturity date of November 16, 2016. As more fully described in Note 10 - Subsequent Events, on April 20, 2015, Starz, LLC terminated the Credit Agreement and entered into a new $1,000.0 million credit agreement (“2015 Credit Agreement”). Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.5% depending on the consolidated leverage ratio, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1.0% or (c) LIBOR for a one-month interest period plus 1.0%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.5% and 2.5% depending on the consolidated leverage ratio. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.50%, depending on the consolidated leverage ratio.As of March 31, 2015, the following borrowings and related LIBOR or alternate base rate interest rates were outstanding under the Credit Agreement (dollars in millions): LIBOR or alternate base rate period:Interest Rate Loan AmountMarch 2015 to April 20151.9227% $35.0March 2015 to April 20151.9265% 371.0March 2015 to April 20151.9278% 36.0March 2015 and forward4.0000% 5.0 $447.0The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Credit Agreement.

XML

Subsequent Events (Details) (Starz, LLC, Line of Credit, USD $)	3 Months Ended	0 Months Ended
	Mar. 31, 2015	Apr. 20, 2015
Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	1,000,000,000
Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity		1,000,000,000.0
Standby Letters of Credit
Subsequent Event [Line Items]
Maximum borrowing capacity	50,000,000
Standby Letters of Credit | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity		50,000,000.0
Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	1.00%
Interest period used (in months)	1 month
Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR) | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)		1.00%
Interest period used (in months)		1 month
Revolving Credit Facility, Senior Secured, Term Loans | Federal Funds Effective Rate
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	0.50%
Revolving Credit Facility, Senior Secured, Term Loans | Federal Funds Effective Rate | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	0.50%
Minimum | Revolving Credit Facility
Subsequent Event [Line Items]
Commitment fee (as a percent)	0.25%
Minimum | Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Commitment fee (as a percent)		0.25%
Minimum | Revolving Credit Facility, Senior Secured, Term Loans | Alternate Base Rate, Prime, Federal Funds, or LIBOR
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	0.50%
Minimum | Revolving Credit Facility, Senior Secured, Term Loans | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)		0.50%
Minimum | Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	1.50%
Minimum | Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR) | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)		1.50%
Maximum | Revolving Credit Facility
Subsequent Event [Line Items]
Commitment fee (as a percent)	0.50%
Maximum | Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Commitment fee (as a percent)		0.40%
Maximum | Revolving Credit Facility, Senior Secured, Term Loans | Alternate Base Rate, Prime, Federal Funds, or LIBOR
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	1.50%
Maximum | Revolving Credit Facility, Senior Secured, Term Loans | Alternate Base Rate, Prime, Federal Funds, or LIBOR | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)		1.25%
Maximum | Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR)
Subsequent Event [Line Items]
Spread on variable rate (as a percent)	2.50%
Maximum | Revolving Credit Facility, Senior Secured, Term Loans | London Interbank Offered Rate (LIBOR) | Subsequent Event
Subsequent Event [Line Items]
Spread on variable rate (as a percent)		2.25%

XML

Information and Operating Segments - Performance Measures and Other Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Total revenue	$ 450.7	$ 420.0
Total Adjusted OIBDA	155.5	126.2
Total cash paid for investment in films and television programs	108.7	79.5
Total assets	1,687.5		1,573.2
Starz Networks
Segment Reporting Information [Line Items]
Total revenue	334.0	324.0
Total Adjusted OIBDA	129.7	114.0
Total cash paid for investment in films and television programs	69.1	55.5
Total assets	1,505.1		1,357.4
Starz Distribution
Segment Reporting Information [Line Items]
Total revenue	109.7	87.3
Total Adjusted OIBDA	26.4	12.7
Total cash paid for investment in films and television programs	39.6	24.0
Total assets	228.8		174.1
Starz Animation
Segment Reporting Information [Line Items]
Total revenue	7.3	8.9
Total Adjusted OIBDA	(0.6)	(0.6)
Total cash paid for investment in films and television programs	0	0
Total assets	2.5		2.4
Other unallocated
Segment Reporting Information [Line Items]
Total assets	83.8		101.9
Inter-segment eliminations
Segment Reporting Information [Line Items]
Total revenue	(0.3)	(0.2)
Total Adjusted OIBDA	0	0.1
Total cash paid for investment in films and television programs	0	0
Total assets	$ (132.7)		$ (62.6)

XML

Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt

Debt

Debt consists of the following (in millions):

	March 31, 2015			December 31, 2014
Credit Agreement (a)	$	447.0		$	432.0
Senior Notes, including premium of $2.3 and $2.5 (b)	677.3			677.5
Capital leases (c)	68.7			70.0
Total debt	1,193.0			1,179.5
Less current portion of debt	(5.3		)	(5.3		)
Debt	$	1,187.7		$	1,174.2

(a) As of March 31, 2015, Starz, LLC had $553.0 million of borrowing capacity under a credit agreement (“Credit Agreement”) that provided for $1,000.0 million of revolving loans and a $50.0 million sub-limit for standby letters of credit with a maturity date of November 16, 2016. As more fully described in Note 10 - Subsequent Events, on April 20, 2015, Starz, LLC terminated the Credit Agreement and entered into a new $1,000.0 million credit agreement (“2015 Credit Agreement”).

Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.5% depending on the consolidated leverage ratio, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1.0% or (c) LIBOR for a one-month interest period plus 1.0%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.5% and 2.5% depending on the consolidated leverage ratio. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.50%, depending on the consolidated leverage ratio.

As of March 31, 2015, the following borrowings and related LIBOR or alternate base rate interest rates were outstanding under the Credit Agreement (dollars in millions):

LIBOR or alternate base rate period:	Interest Rate	Loan Amount
March 2015 to April 2015	1.9227%	$	35.0
March 2015 to April 2015	1.9265%	371.0
March 2015 to April 2015	1.9278%	36.0
March 2015 and forward	4.0000%	5.0
		$	447.0

The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Credit Agreement.

(b) Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment.

The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Senior Notes.

(c) On January 11, 2013, Starz, LLC entered into a commercial lease for its headquarters building. The term of the lease is ten years, with four successive five-year renewal periods at the option of Starz, LLC. Starz, LLC has recorded a $44.8 million capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4%.

Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0%.

At March 31, 2015, the fair value of the Senior Notes was $697.5 million which was based upon quoted prices in active markets. Starz, LLC believes the fair value of the Credit Agreement approximates its carrying value as of March 31, 2015 due to its variable rate nature and Starz, LLC’s stable credit spread.

Amounts totaling $1.5 million and $0.9 million of interest expense have been capitalized as investment in films and television programs during the three months endedMarch 31, 2015 and 2014, respectively.

XML

Stock Options and Restricted Stock - Number and Weighted Average Exercise Price - Restricted Stock (Details) (Restricted Stock [Member], USD $)	3 Months Ended
	Mar. 31, 2015
Restricted Stock [Member]
Restricted Stock (in shares)
Outstanding at December 31, 2014	454,595
Granted	2,556
Vested	(50,659)
Forfeited	(12,210)
Outstanding at March 31, 2015	394,282
Weighted Average Grant-Date Fair Value (in dollars per share)
Outstanding at December 31, 2014	$ 26.45
Granted	$ 34.34
Vested	$ 19.24
Forfeited	$ 28.73
Outstanding at March 31, 2015	$ 27.36

XML

Stock Options and Restricted Stock - Number and Weighted Average Exercise Price - Options (Details) (Stock Options, USD $)	3 Months Ended
	Mar. 31, 2015
Stock Options
Options (in shares)
Outstanding at December 31, 2014	13,688,570
Granted	45,449
Exercised	(999,564)
Forfeited	(268,806)
Expired/canceled	0
Outstanding at March 31, 2015	12,465,649
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	4,657,021
WAEP (in dollars per share)
Outstanding at December 31, 2014	$ 18.32
Granted	$ 33.71
Exercised	$ 13.53
Forfeited	$ 23.35
Expired/canceled	$ 0.00
Outstanding at March 31, 2015	$ 18.65
Exercisable at March 31, 2015	$ 14.28

XML

Related Party Transactions (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Participations payable to Weinstein	$ 40.8		$ 59.6
Weinstein
Related Party Transaction [Line Items]
Related party transaction, period	5 years
Recognition of participation expense	21.4	26.1
Participations payable to Weinstein	$ 40.8		$ 59.6

XML

Income Taxes - Reconciliation of Income Tax Expense (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	33.30751%	34.82927%
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Federal income tax rate (as a percent)	35.00%	35.00%

XML

Basis of Presentation and Description of Business

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Description of Business

Basis of Presentation and Description of Business

Presentation

Starz, LLC provides premium subscription video programming to United States (“U.S.”) multichannel video programming distributors (“MVPDs”), including cable operators, satellite television providers and telecommunications companies. Starz, LLC also develops, produces and acquires entertainment content and distributes this content to consumers in the U.S. and throughout the world. The accompanying condensed consolidated financial statements include the accounts of Starz, LLC and its majority-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in Starz, LLC’s Annual Report on Form 10-K for the year ended December 31, 2014.

Business

Starz, LLC’s business operations are conducted by its wholly-owned subsidiaries Starz Entertainment, LLC (“Starz Entertainment”), Film Roman, LLC (“Film Roman”) and certain other immaterial subsidiaries, and its majority-owned (75%) subsidiary Starz Media Group, LLC (“Starz Media”). The Weinstein Company LLC (“Weinstein”) owns a 25% interest in Starz Media. Starz, LLC is managed by and organized around the following operating segments:

Starz Networks

Starz Networks’ flagship premium networks are STARZ and ENCORE. STARZ, a first-run movie service, exhibits contemporary hit movies, original series, and documentaries. ENCORE airs first-run movies and classic contemporary movies. Starz Networks’ third network, MOVIEPLEX, offers a variety of art house, independent films and classic movie library content. STARZ and ENCORE, along with MOVIEPLEX, air across 17 linear networks complemented by on-demand and online services. Starz Networks’ premium networks are offered by MVPDs to their subscribers either on a fixed monthly price as part of a programming tier or package or on an a la carte basis.

Starz Distribution

Starz Distribution includes Starz, LLC’s Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses.

Anchor Bay Entertainment

Anchor Bay Entertainment sells or rents DVDs (standard definition and Blu-ray™) under the ANCHOR BAY brand, in the U.S., Canada and other international territories to the extent it has home entertainment rights to such content in international territories. Anchor Bay Entertainment acquires and licenses various titles from third parties and also develops and produces certain of its content. Certain of the titles acquired by Anchor Bay Entertainment air on Starz Networks’ STARZ and ENCORE networks. Anchor Bay Entertainment also distributes Starz Networks’ original series and Weinstein’s titles. Each of these titles are sold to and distributed by regional and national retailers and other distributors, including Amazon, Best Buy, Ingram Entertainment, Netflix, Redbox, Target and Wal-Mart.

Starz Digital

Starz Digital distributes content on pay-per-view, video-on-demand, subscription video-on-demand (“SVOD”), electronic sell-through and other digital formats for Starz, LLC’s owned content, including Starz Networks’ original series, and content for which it has licensed home entertainment ancillary rights in the U.S. and throughout the world to the extent it has rights to such content in international territories. Starz Digital receives fees for its content from a wide array of partners and distributors. These range from traditional MVPDs, online/mobile distributors, game developers/publishers and consumer electronics companies. Starz Digital also distributes Weinstein’s titles.

Starz Worldwide Distribution

Starz Worldwide Distribution distributes movies, television series, documentaries, children’s programming and other video content. Starz Worldwide Distribution exploits Starz, LLC’s owned content, including Starz Networks’ original series, and content for which it has licensed ancillary rights on free or pay television in the U.S. and throughout the world on free or pay television and other media to the extent it has rights to such content in international territories. Starz Worldwide Distribution receives fees for its content primarily from various U.S. and international programming networks.

Starz Animation

Film Roman develops and produces two-dimensional animated content on a for-hire basis for various third party entertainment companies.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Starz, LLC considers amortization of program rights, the development of the remaining unrecognized revenue (also known as “Ultimate Revenue”) estimates associated with released films, the assessment of investment in films and television programs for impairment, the fair value of goodwill and any related impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates.

Prior Period Reclassifications

Certain prior period amounts have been reclassified for comparability with the 2015 presentation.

XML

Commitments and Contingencies - Programming Rights (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Contractual Obligation, Fiscal Year Maturity [Abstract]
Program rights obligations	$ 124.0
Film rights payable in 2015	117.3
Film rights payable in 2016	6.5
Other Commitment, Due in Third Year	0.2
Programming license agreements payable in 2015	143.5
Programming license agreements payable in 2016	130.4
Programming license agreements payable in 2017	111.3
Programming license agreements payable in 2018	101.6
Programming license agreements payable in 2019	85.8
Programming license agreements payable thereafter	158.7
Amortization of program rights	$ 136.9	$ 146.3

XML

Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statement of Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	$ 86.1	$ 66.8
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0.7	(0.2)
Comprehensive income (loss)	86.8	66.6
Comprehensive income attributable to noncontrolling interests	(1.7)	(1.9)
Comprehensive income (loss) attributable to member	85.1	64.7
Starz Entertainment, LLC (Guarantor)
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	85.1	63.1
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0	0
Comprehensive income (loss)	85.1	63.1
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to member	85.1	63.1
Starz, LLC Parent Only (Co-Issuer)
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	86.1	66.8
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0.7	(0.2)
Comprehensive income (loss)	86.8	66.6
Comprehensive income attributable to noncontrolling interests	(1.7)	(1.9)
Comprehensive income (loss) attributable to member	85.1	64.7
Starz Media and Other Businesses (Non-Guarantors)
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	2.6	7.0
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0.7	(0.2)
Comprehensive income (loss)	3.3	6.8
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to member	3.3	6.8
Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(87.7)	(70.1)
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	(0.7)	0.2
Comprehensive income (loss)	(88.4)	(69.9)
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to member	$ (88.4)	$ (69.9)

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 10.1	$ 13.4
Trade accounts receivable, net of allowances of $26.6 and $41.9	262.4	249.1
Program rights, net	363.1	303.5
Deferred income taxes	0.9	0.9
Other current assets	40.8	70.1
Total current assets	677.3	637.0
Noncurrent assets:
Program rights	322.2	311.3
Investment in films and television programs, net	333.7	319.5
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	87.6	89.8
Deferred income taxes	14.1	0
Goodwill	131.8	131.8
Other assets, net (Note 7)	120.8	83.8
Total assets	1,687.5	1,573.2
Current liabilities:
Current portion of debt (Note 2)	5.3	5.3
Trade accounts payable	6.0	10.1
Accrued liabilities (Notes 4, 6 and 7)	345.2	327.4
Deferred revenue	10.4	7.4
Total current liabilities	366.9	350.2
Noncurrent liabilities:
Debt (Note 2)	1,187.7	1,174.2
Deferred Tax Liabilities, Net, Noncurrent	0	1.1
Other liabilities (Note 6)	7.0	7.9
Total liabilities	1,561.6	1,533.4
Member's Equity [Abstract]
Member’s interest	133.1	48.5
Noncontrolling interest in subsidiary	(7.2)	(8.7)
Total member’s interest and noncontrolling interest	125.9	39.8
Commitments and contingencies (Note 6)
Total liabilities and member’s interest and noncontrolling interest	$ 1,687.5	$ 1,573.2

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2013
Operating activities:
Net income	$ 86.1	$ 66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4.7	4.9
Amortization of program rights	136.9	146.3
Program rights payments	(136.0)	(112.6)
Amortization of investment in films and television programs	36.9	36.2
Investment in films and television programs	(108.7)	(79.5)
Stock compensation	8.3	7.8
Deferred income taxes	(6.8)	(2.1)
Other non-operating and non-cash items	(13.5)	0.9
Changes in assets and liabilities:
Current and other assets	(8.7)	(1.5)
Payables and other liabilities	(5.0)	(25.9)
Net cash provided by (used in) operating activities	(5.8)	41.3
Investing activities:
Purchases of property and equipment	(2.2)	(1.3)	(1.3)
Purchases of property and equipment	(2.2)	(1.3)
Financing activities:
Borrowings of debt	95.0	84.0
Payments of debt	(81.3)	(65.2)
Contributions from parent related to exercise of stock options	4.6	0.7
Minimum withholding of taxes related to stock compensation	(5.2)	(5.7)
Excess tax benefit from stock compensation	4.6	4.4
Distributions to parent related to repurchases of common stock	(13.0)	(66.0)
Net cash provided by (used in) financing activities	4.7	(47.8)
Net decrease in cash and cash equivalents	(3.3)	(7.8)
Beginning of period	13.4	25.7
End of period	$ 10.1	$ 17.9

XML

Other Information Other Income (Expense), Net (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Other Information [Abstract]
Unamortized debt issuance expense	$ 9.2

XML

Information about Operating Segments (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Reconciliation of Other Significant Reconciling Items from Segments to Consolidated

The following table provides a reconciliation of Adjusted OIBDA to income before income taxes (in millions):

	Three Months Ended March 31,
	2015			2014
Consolidated Adjusted OIBDA	$	155.5		$	126.2
Stock compensation	(8.3		)	(7.8		)
Depreciation and amortization	(4.7		)	(4.9		)
Interest expense, net of amounts capitalized	(11.2		)	(11.5		)
Other income (expense), net	(2.2		)	0.5
Income before income taxes	$	129.1		$	102.5

Schedule of Segment Reporting Information, by Segment

Performance Measures (in millions):

	Three Months Ended March 31,
	2015			2014
Revenue:
Starz Networks	$	334.0		$	324.0
Starz Distribution	109.7			87.3
Starz Animation	7.3			8.9
Inter-segment eliminations	(0.3		)	(0.2		)
Total revenue	$	450.7		$	420.0
Adjusted OIBDA:
Starz Networks	$	129.7		$	114.0
Starz Distribution	26.4			12.7
Starz Animation	(0.6		)	(0.6		)
Inter-segment eliminations	—			0.1
Total Adjusted OIBDA	$	155.5		$	126.2

Other Information (in millions):

	Three Months Ended March 31,
	2015			2014
Cash paid for investment in films and television programs:
Starz Networks	$	69.1		$	55.5
Starz Distribution	39.6			24.0
Starz Animation	—			—
Inter-segment eliminations	—			—
Total cash paid for investment in films and television programs	$	108.7		$	79.5
	March 31, 2015			December 31, 2014
Total assets:
Starz Networks	$	1,505.1		$	1,357.4
Starz Distribution	228.8			174.1
Starz Animation	2.5			2.4
Other unallocated assets (primarily cash, deferred taxes and other assets, including a commercial lease for Starz’s corporate headquarters facility)	83.8			101.9
Inter-segment eliminations	(132.7		)	(62.6		)
Total assets	$	1,687.5		$	1,573.2

XML

Information and Operating Segments - Reconciliation of Adjusted OIBDA (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Reconciliation from Segment Totals to Consolidated [Abstract]
Consolidated Adjusted OIBDA	$ 155.5	$ 126.2
Stock compensation	(8.3)	(7.8)
Depreciation and amortization	(4.7)	(4.9)
Interest expense, net of amounts capitalized	(11.2)	(11.5)
Other income (expense), net	(2.2)	0.5
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	$ 129.1	$ 102.5

XML

Basis of Presentation and Description of Business (Details)	3 Months Ended
	Mar. 31, 2015
LMC Spin-Off [Line Items]
Number of linear networks containing programming	17
Starz Media
LMC Spin-Off [Line Items]
Subsidiary ownership (as a percent)	75.00%
Weinstein
LMC Spin-Off [Line Items]
Noncontrolling ownership (as a percent)	25.00%

XML

Condensed Consolidated Statements of Equity - Members Interest and Noncontrolling Interests (Unaudited) (USD $) In Millions, unless otherwise specified	Total	Member’s Interest	Noncontrolling Interest
Balance at Dec. 31, 2014	$ 39.8	$ 48.5	$ (8.7)
Increase (Decrease) in Member's Interest and Noncontrolling Interests [Roll Forward]
Net income	86.1	84.6	1.5
Other comprehensive income	0.7	0.5	0.2
Stock compensation	8.3	8.5	(0.2)
Contributions from parent related to exercise of stock options	4.6	4.6
Minimum withholding of taxes related to stock compensation	(5.2)	(5.2)
Excess tax benefit from stock compensation	4.6	4.6
Distributions to parent related to repurchases of common stock	(13.0)	(13.0)
Balance at Mar. 31, 2015	$ 125.9	$ 133.1	$ (7.2)

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Allowances for trade accounts receivable	$ 26.6	$ 41.9
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 127.8	$ 123.4

XML

Subsequent Events

3 Months Ended

Mar. 31, 2015

Subsequent Event [Abstract]

Subsequent Events

Subsequent Events

On April 20, 2015 Starz, LLC entered into the 2015 Credit Agreement that provides for $1,000.0 million in revolving loans with a $50.0 million sub-limit for stand-by letters of credit. Net proceeds from the 2015 Credit Agreement were used to repay and terminate the Credit Agreement. Borrowings under the 2015 Credit Agreement may be prepaid at any time and from time to time without penalty other than customary breakage costs. Any amounts prepaid on the 2015 Credit Agreement may be reborrowed. The 2015 Credit Agreement is scheduled to mature on April 20, 2020.

Interest on each loan under the 2015 Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.25% depending on the consolidated leverage ratio of Starz, LLC, as defined in the 2015 Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% or (c) LIBOR for a one-month interest period plus 1%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.50% and 2.25% depending on the consolidated leverage ratio of Starz, LLC. The 2015 Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.40%, depending on the consolidated leverage ratio of Starz, LLC.

The 2015 Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the 2015 Credit Agreement.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Starz, LLC
Entity Central Index Key	0001559270
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

XML

Basis of Presentation and Description of Business (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Starz, LLC considers amortization of program rights, the development of the remaining unrecognized revenue (also known as “Ultimate Revenue”) estimates associated with released films, the assessment of investment in films and television programs for impairment, the fair value of goodwill and any related impairment, valuation allowances associated with deferred income taxes and allowances for sales returns to be its most significant estimates. Actual results may differ from those estimates.

Prior Period Reclassifications

Prior Period Reclassifications

Certain prior period amounts have been reclassified for comparability with the 2015 presentation.

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenue:
Programming networks and other services	$ 415.8	$ 363.3
Home video net sales	34.9	56.7
Total revenue	450.7	420.0
Costs and expenses:
Programming (including amortization) (Notes 3 and 6)	146.0	156.9
Production and acquisition (including amortization) (Note 4)	56.6	40.9
Home video cost of sales	10.4	13.0
Operating (Note 3)	13.3	14.1
Selling, general and administrative (Note 3)	77.2	76.7
Depreciation and amortization	4.7	4.9
Total costs and expenses	308.2	306.5
Operating income	142.5	113.5
Other income (expense):
Interest expense, net of amounts capitalized (Note 2)	(11.2)	(11.5)
Other income (expense), net	(2.2)	0.5
Income before income taxes	129.1	102.5
Income tax expense (Note 5)	(43.0)	(35.7)
Net income	86.1	66.8
Net income attributable to noncontrolling interests	(1.5)	(1.9)
Net income attributable to member	$ 84.6	$ 64.9

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The income tax provision for the three months endedMarch 31, 2015 and 2014 is calculated by estimating Starz, LLC’s annual effective tax rate and then applying the effective tax rate to income before income taxes for the period, plus or minus the tax effects of items that relate discretely to the period, if any. Our effective tax rate was 33% and 35% for the three months endedMarch 31, 2015 and 2014, respectively. For the three months endedMarch 31, 2015 and 2014, income tax expense differs from the amounts computed by applying the U.S. federal income tax rate of 35% primarily due to Internal Revenue Code Section 199, which allows U.S. taxpayers a deduction for qualified domestic production activities.  In addition, our effective tax rate is impacted by state and local taxes for both the three months endedMarch 31, 2015 and 2014.

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Related Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

In December 2010, Anchor Bay Entertainment entered into a five-year license agreement with Weinstein for the distribution of certain of Weinstein’s theatrical releases on DVD and digital formats. Effective December 2014, Anchor Bay Entertainment extended, through April 2020, its license agreement with Weinstein. Anchor Bay Entertainment earns a fee for the distribution of such theatrical titles. Starz, LLC recognized expense of $21.4 million and $26.1 million, which is included in production and acquisition costs in the accompanying condensed consolidated statements of operations, for Weinstein’s share of the net proceeds under the license agreement, for the three months endedMarch 31, 2015 and 2014, respectively. Amounts due to Weinstein totaled $40.8 million and $59.6 million, which are included in accrued liabilities in the accompanying condensed consolidated balance sheets, at March 31, 2015 and December 31, 2014, respectively.

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Supplemental Guarantor Condensed Consolidating Financial Information (Tables)

3 Months Ended

Mar. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule of Condensed Balance Sheet

The following tables set forth the consolidating financial information of Starz, LLC, which includes the financial information of Starz Entertainment, the guarantor:

Consolidating Balance Sheet Information – As of March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Trade accounts receivable, net	215.1			—			47.3			—			262.4
Program rights, net	363.7			—			—			(0.6		)	363.1
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	117.1			—			—			(117.1		)	—
Other current assets	27.7			0.9			12.2			—			40.8
Total current assets	730.1			1.9			63.0			(117.7		)	677.3
Program rights	328.0			—			—			(5.8		)	322.2
Investment in films and television programs, net	216.6			—			117.1			—			333.7
Property and equipment, net	45.5			41.5			0.6			—			87.6
Deferred income taxes	—			14.1			—			—			14.1
Goodwill	131.8			—			—			—			131.8
Other assets, net	53.0			9.2			67.8			(9.2		)	120.8
Investment in consolidated subsidiaries	—			1,937.3			—			(1,937.3		)	—
Total assets	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	4.8			—			1.2			—			6.0
Accrued liabilities	191.2			32.1			124.3			(2.4		)	345.2
Notes payable due to affiliate	—			—			117.1			(117.1		)	—
Due to (from) affiliates	(716.0		)	702.0			14.0			—			—
Deferred revenue	—			—			10.4			—			10.4
Total current liabilities	(515.3		)	734.7			267.0			(119.5		)	366.9
Debt	1,144.7			1,167.3			—			(1,124.3		)	1,187.7
Deferred income taxes	24.9			(23.9		)	—			(1.0		)	—
Other liabilities	5.0			—			7.4			(5.4		)	7.0
Total liabilities	659.3			1,878.1			274.4			(1,250.2		)	1,561.6
Member’s interest (deficit)	845.7			133.1			(25.9		)	(819.8		)	133.1
Noncontrolling interest in subsidiary	—			(7.2		)	—			—			(7.2		)
Total member’s interest (deficit) and noncontrolling interest	845.7			125.9			(25.9		)	(819.8		)	125.9
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5

Consolidating Balance Sheet Information – As of December 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	8.7		$	0.3		$	4.4		$	—		$	13.4
Trade accounts receivable, net	224.3			—			24.8			—			249.1
Program rights, net	304.4			—			—			(0.9		)	303.5
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	45.9			—			—			(45.9		)	—
Other current assets	26.9			29.9			13.3			—			70.1
Total current assets	610.5			30.8			42.5			(46.8		)	637.0
Program rights	317.2			—			—			(5.9		)	311.3
Investment in films and television programs, net	202.7			—			116.8			—			319.5
Property and equipment, net	47.4			41.9			0.5			—			89.8
Goodwill	131.8			—			—			—			131.8
Other assets, net	47.8			9.9			36.0			(9.9		)	83.8
Investment in consolidated subsidiaries	—			1,820.9			—			(1,820.9		)	—
Total assets	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	7.8			—			2.3			—			10.1
Accrued liabilities	171.0			18.3			148.9			(10.8		)	327.4
Notes payable due to affiliate	—			—			45.9			(45.9		)	—
Due to (from) affiliates	(742.7		)	730.1			12.6			—			—
Deferred revenue	—			—			7.4			—			7.4
Total current liabilities	(559.2		)	749.0			217.1			(56.7		)	350.2
Debt	1,131.1			1,152.6			—			(1,109.5		)	1,174.2
Deferred income taxes	31.7			(37.9		)	—			7.3			1.1
Other liabilities	6.0			—			7.2			(5.3		)	7.9
Total liabilities	609.6			1,863.7			224.3			(1,164.2		)	1,533.4
Member’s interest (deficit)	747.8			48.5			(28.5		)	(719.3		)	48.5
Noncontrolling interest in subsidiary	—			(8.7		)	—			—			(8.7		)
Total member’s interest (deficit) and noncontrolling interest	747.8			39.8			(28.5		)	(719.3		)	39.8
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2

Schedule of Condensed Income Statement

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	384.4		$	—		$	41.7		$	(10.3	)	$	415.8
Home video net sales	3.6			—			32.0			(0.7		)	34.9
Total revenue	388.0			—			73.7			(11.0		)	450.7
Costs and expenses:
Programming (including amortization)	146.3			—			—			(0.3		)	146.0
Production and acquisition (including amortization)	20.8			—			35.8			—			56.6
Home video cost of sales	2.7			—			8.4			(0.7		)	10.4
Operating	15.1			—			8.2			(10.0		)	13.3
Selling, general and administrative	60.6			1.9			14.7			—			77.2
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Total costs and expenses	249.4			2.3			67.5			(11.0		)	308.2
Operating income (loss)	138.6			(2.3		)	6.2			—			142.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.7		)	(12.3		)	—			11.8			(11.2		)
Interest income (expense), related party	1.7			—			(1.7		)	—			—
Other expense, net	(0.8		)	—			(1.7		)	0.3			(2.2		)
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	128.8			(14.6		)	2.8			12.1			129.1
Income tax benefit (expense)	(43.7		)	5.1			(0.2		)	(4.2		)	(43.0		)
Share of earnings of consolidated subsidiaries, net of taxes	—			95.6			—			(95.6		)	—
Net income	85.1			86.1			2.6			(87.7		)	86.1
Net income attributable to noncontrolling interest	—			(1.5		)	—			—			(1.5		)
Net income attributable to member	$	85.1		$	84.6		$	2.6		$	(87.7	)	$	84.6

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	334.5		$	—		$	31.1		$	(2.3	)	$	363.3
Home video net sales	3.9			—			53.6			(0.8		)	56.7
Total revenue	338.4			—			84.7			(3.1		)	420.0
Costs and expenses:
Programming (including amortization)	157.3			—			—			(0.4		)	156.9
Production and acquisition (including amortization)	5.9			—			35.0			—			40.9
Home video cost of sales	2.7			—			11.1			(0.8		)	13.0
Operating	6.6			—			9.6			(2.1		)	14.1
Selling, general and administrative	55.7			1.7			19.3			—			76.7
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Total costs and expenses	232.0			2.0			75.8			(3.3		)	306.5
Operating income (loss)	106.4			(2.0		)	8.9			0.2			113.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.8		)	(11.9		)	—			11.2			(11.5		)
Interest income (expense), related party	0.2			—			(0.2		)	—			—
Other income, net	0.4			—			0.1			—			0.5
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	96.2			(13.9		)	8.8			11.4			102.5
Income tax benefit (expense)	(33.1		)	3.2			(1.8		)	(4.0		)	(35.7		)
Share of earnings of consolidated subsidiaries, net of taxes	—			77.5			—			(77.5		)	—
Net income	63.1			66.8			7.0			(70.1		)	66.8
Net income attributable to noncontrolling interest	—			(1.9		)	—			—			(1.9		)
Net income attributable to member	$	63.1		$	64.9		$	7.0		$	(70.1	)	$	64.9

Schedule of Condensed Comprehensive Income (Loss) Statement

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Net income	$	63.1	$	66.8		$	7.0		$	(70.1	)	$	66.8
Other comprehensive loss, net of taxes -
Foreign currency translation adjustments	—		(0.2		)	(0.2		)	0.2			(0.2		)
Comprehensive income	63.1		66.6			6.8			(69.9		)	66.6
Comprehensive income attributable to noncontrolling interest	—		(1.9		)	—			—			(1.9		)
Comprehensive income attributable to member	$	63.1	$	64.7		$	6.8		$	(69.9	)	$	64.7

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)					Eliminations			Consolidated Starz, LLC
Net income	$	85.1	$	86.1		$	2.6	$	(87.7	)	$	86.1
Other comprehensive income, net of taxes -
Foreign currency translation adjustments	—		0.7			0.7		(0.7		)	0.7
Comprehensive income	85.1		86.8			3.3		(88.4		)	86.8
Comprehensive income attributable to noncontrolling interest	—		(1.7		)	—		—			(1.7		)
Comprehensive income attributable to member	$	85.1	$	85.1		$	3.3	$	(88.4	)	$	85.1

Schedule of Condensed Cash Flow Statement

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	85.1		$	86.1		$	2.6		$	(87.7	)	$	86.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Amortization of program rights	137.2			—			—			(0.3		)	136.9
Program rights payments	(136.0		)	—			—			—			(136.0		)
Amortization of investment in films and television programs	16.0			—			20.9			—			36.9
Investment in films and television programs	(69.1		)	—			(39.6		)	—			(108.7		)
Stock compensation	7.4			0.2			0.7			—			8.3
Share of earnings of consolidated subsidiaries	—			(95.6		)	—			95.6			—
Deferred income taxes	(6.8		)	(0.1		)	—			0.1			(6.8		)
Other non-operating and non-cash items	1.5			0.5			(15.0		)	(0.5		)	(13.5		)
Changes in assets and liabilities:
Current and other assets	7.8			29.0			(46.1		)	0.6			(8.7		)
Due to / from affiliates	19.4			(21.5		)	2.1			—			—
Payables and other liabilities	(2.6		)	1.2			4.2			(7.8		)	(5.0		)
Net cash provided by (used in) operating activities	63.8			0.2			(69.8		)	—			(5.8		)
Investing activities – purchases of property and equipment	(2.0		)	—			(0.2		)	—			(2.2		)
Financing activities:
Borrowings of debt	—			95.0			—			—			95.0
Payments of debt	(1.2		)	(80.1		)	—			—			(81.3		)
Borrowings under notes payable to affiliate	(70.6		)	—			70.6			—			—
Net advances to / from affiliate	6.6			(6.6		)	—			—			—
Contributions from parent related to exercise of stock options	—			4.6			—			—			4.6
Minimum withholding of taxes related to stock compensation	(3.7		)	—			(1.5		)	—			(5.2		)
Excess tax benefit from stock compensation	4.6			—			—			—			4.6
Distributions to parent related to repurchases of common stock	—			(13.0		)	—			—			(13.0		)
Net cash provided by (used in) financing activities	(64.3		)	(0.1		)	69.1			—			4.7
Net increase (decrease) in cash and cash equivalents	(2.5		)	0.1			(0.9		)	—			(3.3		)
Cash and cash equivalents:
Beginning of period	8.7			0.3			4.4			—			13.4
End of period	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(2.2	)	$	20.0		$	1.2		$	—		$	19.0
Cash paid for income taxes	$	3.5		$	(1.9	)	$	0.2		$	—		$	1.8

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	63.1		$	66.8		$	7.0		$	(70.1	)	$	66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Amortization of program rights	146.7			—			—			(0.4		)	146.3
Program rights payments	(113.5		)	—			—			0.9			(112.6		)
Amortization of investment in films and television programs	5.8			—			30.4			—			36.2
Investment in films and television programs	(57.0		)	—			(22.5		)	—			(79.5		)
Stock compensation	6.8			0.4			0.6			—			7.8
Share of earnings of consolidated subsidiaries	—			(77.5		)	—			77.5			—
Deferred income taxes	(4.9		)	3.3			—			(0.5		)	(2.1		)
Other non-operating and non-cash items	0.7			0.6			0.2			(0.6		)	0.9
Changes in assets and liabilities:
Current and other assets	(13.9		)	23.0			(9.9		)	(0.7		)	(1.5		)
Due to / from affiliates	8.4			(9.1		)	0.7			—			—
Payables and other liabilities	1.6			(7.7		)	(13.7		)	(6.1		)	(25.9		)
Net cash provided by (used in) operating activities	47.6			0.1			(6.4		)	—			41.3
Investing activities – purchases of property and equipment	(1.3		)	—			—			—			(1.3		)
Financing activities:
Borrowings of debt	—			84.0			—			—			84.0
Payments of debt	(1.1		)	(64.1		)	—			—			(65.2		)
Borrowings under notes payable to affiliate	(25.2		)	—			25.2			—			—
Payments under notes payable to affiliate	17.6			—			(17.6		)	—			—
Net advances to / from affiliate	(45.3		)	45.3			—			—			—
Contributions from parent related to exercise of stock options	—			0.7			—			—			0.7
Minimum withholding of taxes related to stock compensation	(5.3		)	—			(0.4		)	—			(5.7		)
Excess tax benefit from stock compensation	4.4			—			—			—			4.4
Distributions to parent related to repurchases of common stock	—			(66.0		)	—			—			(66.0		)
Net cash provided by (used in) financing activities	(54.9		)	(0.1		)	7.2			—			(47.8		)
Net increase (decrease) in cash and cash equivalents	(8.6		)	—			0.8			—			(7.8		)
Cash and cash equivalents:
Beginning of period	20.8			0.4			4.5			—			25.7
End of period	$	12.2		$	0.4		$	5.3		$	—		$	17.9
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(0.6	)	$	19.8		$	0.2		$	—		$	19.4
Cash paid for income taxes	$	2.3		$	—		$	0.3		$	—		$	2.6

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Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Schedule of Debt

Debt consists of the following (in millions):

	March 31, 2015			December 31, 2014
Credit Agreement (a)	$	447.0		$	432.0
Senior Notes, including premium of $2.3 and $2.5 (b)	677.3			677.5
Capital leases (c)	68.7			70.0
Total debt	1,193.0			1,179.5
Less current portion of debt	(5.3		)	(5.3		)
Debt	$	1,187.7		$	1,174.2

(a) As of March 31, 2015, Starz, LLC had $553.0 million of borrowing capacity under a credit agreement (“Credit Agreement”) that provided for $1,000.0 million of revolving loans and a $50.0 million sub-limit for standby letters of credit with a maturity date of November 16, 2016. As more fully described in Note 10 - Subsequent Events, on April 20, 2015, Starz, LLC terminated the Credit Agreement and entered into a new $1,000.0 million credit agreement (“2015 Credit Agreement”).

Interest on each loan under the Credit Agreement is payable at either an alternate base rate or LIBOR at Starz, LLC’s election. Borrowings that are alternate base rate loans bear interest at a per annum rate equal to the alternate base rate plus a margin that varies between 0.5% and 1.5% depending on the consolidated leverage ratio, as defined in the Credit Agreement. The alternate base rate is the highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1.0% or (c) LIBOR for a one-month interest period plus 1.0%. Borrowings that are LIBOR loans bear interest at a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.5% and 2.5% depending on the consolidated leverage ratio. The Credit Agreement requires Starz, LLC to pay a commitment fee on any unused portion. The commitment fee varies between 0.25% and 0.50%, depending on the consolidated leverage ratio.

As of March 31, 2015, the following borrowings and related LIBOR or alternate base rate interest rates were outstanding under the Credit Agreement (dollars in millions):

LIBOR or alternate base rate period:	Interest Rate	Loan Amount
March 2015 to April 2015	1.9227%	$	35.0
March 2015 to April 2015	1.9265%	371.0
March 2015 to April 2015	1.9278%	36.0
March 2015 and forward	4.0000%	5.0
		$	447.0

The Credit Agreement contains certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens or guarantees, or making certain distributions, investments and other restricted payments. In addition, Starz, LLC must comply with certain financial covenants, including a consolidated leverage ratio, as defined in the Credit Agreement. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Credit Agreement.

(b) Starz, LLC and Starz Finance Corp., a wholly-owned subsidiary, co-issued $675.0 million aggregate principal amount of 5.0% senior notes due September 15, 2019 (“Senior Notes”). The Senior Notes bear interest at a rate of 5.0% payable semi-annually on September 15 and March 15 of each year and are guaranteed by Starz Entertainment.

The Senior Notes contain certain covenants that include restrictions on, among others, incurring additional debt, paying dividends, entering into liens and guarantees, or making certain distributions, investments and other restricted payments. As of March 31, 2015, Starz, LLC was in compliance with all covenants under the Senior Notes.

(c) On January 11, 2013, Starz, LLC entered into a commercial lease for its headquarters building. The term of the lease is ten years, with four successive five-year renewal periods at the option of Starz, LLC. Starz, LLC has recorded a $44.8 million capital lease in connection with this lease agreement with an imputed annual interest rate of 6.4%.

Starz Entertainment has entered into capital lease agreements for its transponder capacity. The agreements expire during 2018 to 2021 and have imputed annual interest rates ranging from 5.5% to 7.0%.

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Information about Operating Segments

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Information about Operating Segments

Information about Operating Segments

Starz, LLC is primarily engaged in video programming and development, production, acquisition and distribution of entertainment content. Starz, LLC evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as Adjusted OIBDA. Adjusted OIBDA is defined as revenue less programming costs, production and acquisition costs, home video cost of sales, operating expenses and selling, general and administrative expenses, but excluding all stock compensation expense. Starz, LLC’s chief operating decision maker uses this measure of performance in conjunction with other measures to evaluate the operating segments’ performance and make decisions about allocating resources among the operating segments. Starz, LLC believes Adjusted OIBDA is an important indicator of the operational strength and performance of its operating segments, including each operating segment’s ability to assist Starz, LLC in servicing its debt and to fund investments in films and television programs. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between operating segments and identify strategies to improve performance. This measure of performance excludes stock compensation and depreciation and amortization that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, income before income taxes, net income, net cash provided by (used in) operating activities and other measures of financial performance prepared in accordance with GAAP.

The following table provides a reconciliation of Adjusted OIBDA to income before income taxes (in millions):

	Three Months Ended March 31,
	2015			2014
Consolidated Adjusted OIBDA	$	155.5		$	126.2
Stock compensation	(8.3		)	(7.8		)
Depreciation and amortization	(4.7		)	(4.9		)
Interest expense, net of amounts capitalized	(11.2		)	(11.5		)
Other income (expense), net	(2.2		)	0.5
Income before income taxes	$	129.1		$	102.5

Starz, LLC’s reportable segments are strategic business units that offer different services. They are managed separately because each segment requires different technologies, content delivery methods and marketing strategies. Starz, LLC identifies its reportable segments as those operating segments that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets. Starz Networks and Starz Distribution have been identified as reportable segments; however, as Starz, LLC has three operating segments, Starz Animation is also reported. Starz, LLC generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

Performance Measures (in millions):

	Three Months Ended March 31,
	2015			2014
Revenue:
Starz Networks	$	334.0		$	324.0
Starz Distribution	109.7			87.3
Starz Animation	7.3			8.9
Inter-segment eliminations	(0.3		)	(0.2		)
Total revenue	$	450.7		$	420.0
Adjusted OIBDA:
Starz Networks	$	129.7		$	114.0
Starz Distribution	26.4			12.7
Starz Animation	(0.6		)	(0.6		)
Inter-segment eliminations	—			0.1
Total Adjusted OIBDA	$	155.5		$	126.2

Other Information (in millions):

	Three Months Ended March 31,
	2015			2014
Cash paid for investment in films and television programs:
Starz Networks	$	69.1		$	55.5
Starz Distribution	39.6			24.0
Starz Animation	—			—
Inter-segment eliminations	—			—
Total cash paid for investment in films and television programs	$	108.7		$	79.5
	March 31, 2015			December 31, 2014
Total assets:
Starz Networks	$	1,505.1		$	1,357.4
Starz Distribution	228.8			174.1
Starz Animation	2.5			2.4
Other unallocated assets (primarily cash, deferred taxes and other assets, including a commercial lease for Starz’s corporate headquarters facility)	83.8			101.9
Inter-segment eliminations	(132.7		)	(62.6		)
Total assets	$	1,687.5		$	1,573.2

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Programming Rights

Starz has an exclusive multi-year output licensing agreement for qualifying films that are released theatrically in the U.S. by Sony Pictures Entertainment Inc. (“Sony”) through 2021. The agreement provides Starz with exclusive pay TV rights to exhibit qualifying theatrically released films under the Sony, Columbia Pictures, Screen Gems, Sony Pictures Classics and TriStar labels. Theatrically released films produced by Sony Pictures Animation are not licensed to Starz under the Sony agreement. In addition, Starz has an exclusive licensing agreement for qualifying films that are released theatrically in the U.S. by Walt Disney Company (“Disney”) through 2015. The agreement provides Starz with exclusive pay TV rights to exhibit qualifying theatrically released live-action and animated feature films under the Disney, Touchstone, Pixar and Marvel labels. Theatrically released films produced by DreamWorks and released by Disney are not licensed to Starz under the Disney agreement. The programming fees to be paid to Sony and Disney are based on the quantity and domestic theatrical exhibition receipts of qualifying films. Starz has also entered into agreements with a number of other motion picture producers and is obligated to pay fees for the rights to exhibit certain films that are released by these producers.

The unpaid balance for program rights related to films that were available for exhibition at March 31, 2015 is reflected in accrued liabilities and in other liabilities in the accompanying condensed consolidated balance sheets. As of March 31, 2015, such liabilities aggregated approximately $124.0 million and are payable as follows: $117.3 million in 2015, $6.5 million in 2016 and $0.2 million in 2017.

The estimated amounts payable under programming license agreements related to films that are not available for exhibition until some future date, including the rights to exhibit films that have been released theatrically under the Sony and Disney agreements, which have not been accrued as of March 31, 2015, are as follows: $143.5 million in 2015; $130.4 million in 2016; $111.3 million in 2017; $101.6 million in 2018; $85.8 million in 2019 and $158.7 million thereafter.

Starz, LLC is also obligated to pay fees for films that have not yet been released in theaters by Sony and Disney. Starz, LLC is unable to estimate the amounts to be paid under these agreements for films that have not yet been released; however, such amounts are expected to be significant.

Total amortization of program rights was $136.9 million and $146.3 million for the three months endedMarch 31, 2015 and 2014, respectively. These amounts are included in programming costs in the accompanying condensed consolidated statements of operations.

Legal Proceedings

In the normal course of business, Starz, LLC is subject to lawsuits and other claims. While it is not possible to predict the outcome of these matters, it is the opinion of management, based upon consultation with legal counsel, that the ultimate disposition of known proceedings will not have a material adverse impact on Starz, LLC’s consolidated financial position, results of operations or liquidity.

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Other Information

3 Months Ended

Mar. 31, 2015

Other Information [Abstract]

Other Information

Other Information

Accrued Liabilities

Accrued liabilities consist of the following (in millions):

	March 31, 2015		December 31, 2014
Program rights payable	$	120.6	$	89.0
Royalties, residuals and participations	88.3		74.6
Participations payable to Weinstein	40.8		59.6
Advertising and marketing	31.9		41.1
Payroll and related costs	15.6		27.5
Other	48.0		35.6
	$	345.2	$	327.4

Supplemental Disclosure of Cash Flow Information

The following table presents the supplemental disclosure of cash flow information (in millions):

	Three Months Ended March 31,
	2015		2014
Cash paid for interest, net of amounts capitalized	$	19.0	$	19.4
Cash paid for income taxes	$	1.8	$	2.6

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued the Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (Topic 606). ASU 2014-09 replaces the majority of all U.S. GAAP guidance that currently exists on revenue recognition with a single model to be applied to all contracts with customers. The core principle of ASU 2014-09 is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” For a public entity, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. An entity must apply ASU 2014-09 using either the full retrospective approach, by restating all years presented, or the cumulative effect at the date of adoption approach. Starz, LLC is currently assessing the impact that these changes will have on its consolidated financial statements and therefore are unable to quantify such impact or determine the method of adoption.

In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. For a public entity, ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted for financial statements that have not been previously issued. As of March 31, 2015, Starz, LLC had $9.2 million of debt issuance costs which are included in other assets, net in the accompanying condensed consolidated balance sheets.

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Supplemental Guarantor Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Supplemental Guarantor Condensed Consolidating Financial Information

Supplemental Guarantor Condensed Consolidating Financial Information

As discussed in Note 2, Starz, LLC and Starz Finance Corp. co-issued the Senior Notes which are fully and unconditionally guaranteed by Starz Entertainment. Starz Media, Film Roman and other immaterial subsidiaries of Starz, LLC (“Starz Media and Other Businesses”) are not guarantors of the Senior Notes.

The following tables set forth the consolidating financial information of Starz, LLC, which includes the financial information of Starz Entertainment, the guarantor:

Consolidating Balance Sheet Information – As of March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Trade accounts receivable, net	215.1			—			47.3			—			262.4
Program rights, net	363.7			—			—			(0.6		)	363.1
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	117.1			—			—			(117.1		)	—
Other current assets	27.7			0.9			12.2			—			40.8
Total current assets	730.1			1.9			63.0			(117.7		)	677.3
Program rights	328.0			—			—			(5.8		)	322.2
Investment in films and television programs, net	216.6			—			117.1			—			333.7
Property and equipment, net	45.5			41.5			0.6			—			87.6
Deferred income taxes	—			14.1			—			—			14.1
Goodwill	131.8			—			—			—			131.8
Other assets, net	53.0			9.2			67.8			(9.2		)	120.8
Investment in consolidated subsidiaries	—			1,937.3			—			(1,937.3		)	—
Total assets	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	4.8			—			1.2			—			6.0
Accrued liabilities	191.2			32.1			124.3			(2.4		)	345.2
Notes payable due to affiliate	—			—			117.1			(117.1		)	—
Due to (from) affiliates	(716.0		)	702.0			14.0			—			—
Deferred revenue	—			—			10.4			—			10.4
Total current liabilities	(515.3		)	734.7			267.0			(119.5		)	366.9
Debt	1,144.7			1,167.3			—			(1,124.3		)	1,187.7
Deferred income taxes	24.9			(23.9		)	—			(1.0		)	—
Other liabilities	5.0			—			7.4			(5.4		)	7.0
Total liabilities	659.3			1,878.1			274.4			(1,250.2		)	1,561.6
Member’s interest (deficit)	845.7			133.1			(25.9		)	(819.8		)	133.1
Noncontrolling interest in subsidiary	—			(7.2		)	—			—			(7.2		)
Total member’s interest (deficit) and noncontrolling interest	845.7			125.9			(25.9		)	(819.8		)	125.9
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,505.0		$	2,004.0		$	248.5		$	(2,070.0	)	$	1,687.5

Consolidating Balance Sheet Information – As of December 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Assets
Current assets:
Cash and cash equivalents	$	8.7		$	0.3		$	4.4		$	—		$	13.4
Trade accounts receivable, net	224.3			—			24.8			—			249.1
Program rights, net	304.4			—			—			(0.9		)	303.5
Deferred income taxes	0.3			0.6			—			—			0.9
Notes receivable from affiliates	45.9			—			—			(45.9		)	—
Other current assets	26.9			29.9			13.3			—			70.1
Total current assets	610.5			30.8			42.5			(46.8		)	637.0
Program rights	317.2			—			—			(5.9		)	311.3
Investment in films and television programs, net	202.7			—			116.8			—			319.5
Property and equipment, net	47.4			41.9			0.5			—			89.8
Goodwill	131.8			—			—			—			131.8
Other assets, net	47.8			9.9			36.0			(9.9		)	83.8
Investment in consolidated subsidiaries	—			1,820.9			—			(1,820.9		)	—
Total assets	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2
Liabilities and Member’s Interest (Deficit) and Noncontrolling Interest
Current liabilities:
Current portion of debt	$	4.7		$	0.6		$	—		$	—		$	5.3
Trade accounts payable	7.8			—			2.3			—			10.1
Accrued liabilities	171.0			18.3			148.9			(10.8		)	327.4
Notes payable due to affiliate	—			—			45.9			(45.9		)	—
Due to (from) affiliates	(742.7		)	730.1			12.6			—			—
Deferred revenue	—			—			7.4			—			7.4
Total current liabilities	(559.2		)	749.0			217.1			(56.7		)	350.2
Debt	1,131.1			1,152.6			—			(1,109.5		)	1,174.2
Deferred income taxes	31.7			(37.9		)	—			7.3			1.1
Other liabilities	6.0			—			7.2			(5.3		)	7.9
Total liabilities	609.6			1,863.7			224.3			(1,164.2		)	1,533.4
Member’s interest (deficit)	747.8			48.5			(28.5		)	(719.3		)	48.5
Noncontrolling interest in subsidiary	—			(8.7		)	—			—			(8.7		)
Total member’s interest (deficit) and noncontrolling interest	747.8			39.8			(28.5		)	(719.3		)	39.8
Total liabilities and member’s interest (deficit) and noncontrolling interest	$	1,357.4		$	1,903.5		$	195.8		$	(1,883.5	)	$	1,573.2

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	384.4		$	—		$	41.7		$	(10.3	)	$	415.8
Home video net sales	3.6			—			32.0			(0.7		)	34.9
Total revenue	388.0			—			73.7			(11.0		)	450.7
Costs and expenses:
Programming (including amortization)	146.3			—			—			(0.3		)	146.0
Production and acquisition (including amortization)	20.8			—			35.8			—			56.6
Home video cost of sales	2.7			—			8.4			(0.7		)	10.4
Operating	15.1			—			8.2			(10.0		)	13.3
Selling, general and administrative	60.6			1.9			14.7			—			77.2
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Total costs and expenses	249.4			2.3			67.5			(11.0		)	308.2
Operating income (loss)	138.6			(2.3		)	6.2			—			142.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.7		)	(12.3		)	—			11.8			(11.2		)
Interest income (expense), related party	1.7			—			(1.7		)	—			—
Other expense, net	(0.8		)	—			(1.7		)	0.3			(2.2		)
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	128.8			(14.6		)	2.8			12.1			129.1
Income tax benefit (expense)	(43.7		)	5.1			(0.2		)	(4.2		)	(43.0		)
Share of earnings of consolidated subsidiaries, net of taxes	—			95.6			—			(95.6		)	—
Net income	85.1			86.1			2.6			(87.7		)	86.1
Net income attributable to noncontrolling interest	—			(1.5		)	—			—			(1.5		)
Net income attributable to member	$	85.1		$	84.6		$	2.6		$	(87.7	)	$	84.6

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)					Eliminations			Consolidated Starz, LLC
Net income	$	85.1	$	86.1		$	2.6	$	(87.7	)	$	86.1
Other comprehensive income, net of taxes -
Foreign currency translation adjustments	—		0.7			0.7		(0.7		)	0.7
Comprehensive income	85.1		86.8			3.3		(88.4		)	86.8
Comprehensive income attributable to noncontrolling interest	—		(1.7		)	—		—			(1.7		)
Comprehensive income attributable to member	$	85.1	$	85.1		$	3.3	$	(88.4	)	$	85.1

Consolidating Statement of Operations Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Revenue:
Programming networks and other services	$	334.5		$	—		$	31.1		$	(2.3	)	$	363.3
Home video net sales	3.9			—			53.6			(0.8		)	56.7
Total revenue	338.4			—			84.7			(3.1		)	420.0
Costs and expenses:
Programming (including amortization)	157.3			—			—			(0.4		)	156.9
Production and acquisition (including amortization)	5.9			—			35.0			—			40.9
Home video cost of sales	2.7			—			11.1			(0.8		)	13.0
Operating	6.6			—			9.6			(2.1		)	14.1
Selling, general and administrative	55.7			1.7			19.3			—			76.7
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Total costs and expenses	232.0			2.0			75.8			(3.3		)	306.5
Operating income (loss)	106.4			(2.0		)	8.9			0.2			113.5
Other income (expense):
Interest expense, net of amounts capitalized	(10.8		)	(11.9		)	—			11.2			(11.5		)
Interest income (expense), related party	0.2			—			(0.2		)	—			—
Other income, net	0.4			—			0.1			—			0.5
Income (loss) before income taxes and share of earnings of consolidated subsidiaries	96.2			(13.9		)	8.8			11.4			102.5
Income tax benefit (expense)	(33.1		)	3.2			(1.8		)	(4.0		)	(35.7		)
Share of earnings of consolidated subsidiaries, net of taxes	—			77.5			—			(77.5		)	—
Net income	63.1			66.8			7.0			(70.1		)	66.8
Net income attributable to noncontrolling interest	—			(1.9		)	—			—			(1.9		)
Net income attributable to member	$	63.1		$	64.9		$	7.0		$	(70.1	)	$	64.9

Consolidating Statement of Comprehensive Income Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)					Starz Media and Other Businesses (Non-Guarantors)
			Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Net income	$	63.1	$	66.8		$	7.0		$	(70.1	)	$	66.8
Other comprehensive loss, net of taxes -
Foreign currency translation adjustments	—		(0.2		)	(0.2		)	0.2			(0.2		)
Comprehensive income	63.1		66.6			6.8			(69.9		)	66.6
Comprehensive income attributable to noncontrolling interest	—		(1.9		)	—			—			(1.9		)
Comprehensive income attributable to member	$	63.1	$	64.7		$	6.8		$	(69.9	)	$	64.7

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2015
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	85.1		$	86.1		$	2.6		$	(87.7	)	$	86.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.9			0.4			0.4			—			4.7
Amortization of program rights	137.2			—			—			(0.3		)	136.9
Program rights payments	(136.0		)	—			—			—			(136.0		)
Amortization of investment in films and television programs	16.0			—			20.9			—			36.9
Investment in films and television programs	(69.1		)	—			(39.6		)	—			(108.7		)
Stock compensation	7.4			0.2			0.7			—			8.3
Share of earnings of consolidated subsidiaries	—			(95.6		)	—			95.6			—
Deferred income taxes	(6.8		)	(0.1		)	—			0.1			(6.8		)
Other non-operating and non-cash items	1.5			0.5			(15.0		)	(0.5		)	(13.5		)
Changes in assets and liabilities:
Current and other assets	7.8			29.0			(46.1		)	0.6			(8.7		)
Due to / from affiliates	19.4			(21.5		)	2.1			—			—
Payables and other liabilities	(2.6		)	1.2			4.2			(7.8		)	(5.0		)
Net cash provided by (used in) operating activities	63.8			0.2			(69.8		)	—			(5.8		)
Investing activities – purchases of property and equipment	(2.0		)	—			(0.2		)	—			(2.2		)
Financing activities:
Borrowings of debt	—			95.0			—			—			95.0
Payments of debt	(1.2		)	(80.1		)	—			—			(81.3		)
Borrowings under notes payable to affiliate	(70.6		)	—			70.6			—			—
Net advances to / from affiliate	6.6			(6.6		)	—			—			—
Contributions from parent related to exercise of stock options	—			4.6			—			—			4.6
Minimum withholding of taxes related to stock compensation	(3.7		)	—			(1.5		)	—			(5.2		)
Excess tax benefit from stock compensation	4.6			—			—			—			4.6
Distributions to parent related to repurchases of common stock	—			(13.0		)	—			—			(13.0		)
Net cash provided by (used in) financing activities	(64.3		)	(0.1		)	69.1			—			4.7
Net increase (decrease) in cash and cash equivalents	(2.5		)	0.1			(0.9		)	—			(3.3		)
Cash and cash equivalents:
Beginning of period	8.7			0.3			4.4			—			13.4
End of period	$	6.2		$	0.4		$	3.5		$	—		$	10.1
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(2.2	)	$	20.0		$	1.2		$	—		$	19.0
Cash paid for income taxes	$	3.5		$	(1.9	)	$	0.2		$	—		$	1.8

Consolidating Statement of Cash Flows’ Information – For the Three Months Ended March 31, 2014
(in millions)
	Starz Entertainment, LLC (Guarantor)						Starz Media and Other Businesses (Non-Guarantors)
				Starz, LLC Parent Only (Co-Issuer)						Eliminations			Consolidated Starz, LLC
Operating activities:
Net income	$	63.1		$	66.8		$	7.0		$	(70.1	)	$	66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.8			0.3			0.8			—			4.9
Amortization of program rights	146.7			—			—			(0.4		)	146.3
Program rights payments	(113.5		)	—			—			0.9			(112.6		)
Amortization of investment in films and television programs	5.8			—			30.4			—			36.2
Investment in films and television programs	(57.0		)	—			(22.5		)	—			(79.5		)
Stock compensation	6.8			0.4			0.6			—			7.8
Share of earnings of consolidated subsidiaries	—			(77.5		)	—			77.5			—
Deferred income taxes	(4.9		)	3.3			—			(0.5		)	(2.1		)
Other non-operating and non-cash items	0.7			0.6			0.2			(0.6		)	0.9
Changes in assets and liabilities:
Current and other assets	(13.9		)	23.0			(9.9		)	(0.7		)	(1.5		)
Due to / from affiliates	8.4			(9.1		)	0.7			—			—
Payables and other liabilities	1.6			(7.7		)	(13.7		)	(6.1		)	(25.9		)
Net cash provided by (used in) operating activities	47.6			0.1			(6.4		)	—			41.3
Investing activities – purchases of property and equipment	(1.3		)	—			—			—			(1.3		)
Financing activities:
Borrowings of debt	—			84.0			—			—			84.0
Payments of debt	(1.1		)	(64.1		)	—			—			(65.2		)
Borrowings under notes payable to affiliate	(25.2		)	—			25.2			—			—
Payments under notes payable to affiliate	17.6			—			(17.6		)	—			—
Net advances to / from affiliate	(45.3		)	45.3			—			—			—
Contributions from parent related to exercise of stock options	—			0.7			—			—			0.7
Minimum withholding of taxes related to stock compensation	(5.3		)	—			(0.4		)	—			(5.7		)
Excess tax benefit from stock compensation	4.4			—			—			—			4.4
Distributions to parent related to repurchases of common stock	—			(66.0		)	—			—			(66.0		)
Net cash provided by (used in) financing activities	(54.9		)	(0.1		)	7.2			—			(47.8		)
Net increase (decrease) in cash and cash equivalents	(8.6		)	—			0.8			—			(7.8		)
Cash and cash equivalents:
Beginning of period	20.8			0.4			4.5			—			25.7
End of period	$	12.2		$	0.4		$	5.3		$	—		$	17.9
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	(0.6	)	$	19.8		$	0.2		$	—		$	19.4
Cash paid for income taxes	$	2.3		$	—		$	0.3		$	—		$	2.6

XML

Other Information Supplemental Disclosure of Cash Flow Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Other Information [Abstract]
Cash paid for interest, net of amounts capitalized	$ 19.0	$ 19.4
Cash paid for income taxes	$ 1.8	$ 2.6

XML

Other Information (Tables)

3 Months Ended

Mar. 31, 2015

Other Information [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following (in millions):

	March 31, 2015		December 31, 2014
Program rights payable	$	120.6	$	89.0
Royalties, residuals and participations	88.3		74.6
Participations payable to Weinstein	40.8		59.6
Advertising and marketing	31.9		41.1
Payroll and related costs	15.6		27.5
Other	48.0		35.6
	$	345.2	$	327.4

Schedule of Cash Flow, Supplemental Disclosures

The following table presents the supplemental disclosure of cash flow information (in millions):

	Three Months Ended March 31,
	2015		2014
Cash paid for interest, net of amounts capitalized	$	19.0	$	19.4
Cash paid for income taxes	$	1.8	$	2.6

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Stock Options and Restricted Stock Stock Options and Restricted Stock - Stock Compensation Expense (Details) (Incentive Plan, Stock Options and Restricted Stock, USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock compensation expense	$ 8.3	$ 7.8
Programming costs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock compensation expense	0.6	0.7
Operating expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock compensation expense	0.1	0.1
Selling, general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock compensation expense	$ 7.6	$ 7.0

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Supplemental Guarantor Condensed Consolidating Financial Information - Consolidating Statements of Cash Flows (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2013
Operating activities:
Net income	$ 86.1	$ 66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4.7	4.9
Amortization of program rights	136.9	146.3
Program rights payments	(136.0)	(112.6)
Amortization of investment in films and television programs	36.9	36.2
Investment in films and television programs	(108.7)	(79.5)
Stock compensation (Note 3)	8.3	7.8
Share of earnings of consolidated subsidiaries	0	0
Deferred income taxes	(6.8)	(2.1)
Other non-operating and non-cash items	(13.5)	0.9
Changes in assets and liabilities:
Current and other assets	(8.7)	(1.5)
Due to affiliate	0	0
Payables and other liabilities	(5.0)	(25.9)
Net cash provided by (used in) operating activities	(5.8)	41.3
Investing activities:
Purchases of property and equipment	(2.2)	(1.3)	(1.3)
Investing activities – purchases of property and equipment	(2.2)	(1.3)
Financing activities:
Borrowings of debt	95.0	84.0
Payments of debt	(81.3)	(65.2)
Borrowings under notes payable to affiliate	0	0
Payments under notes payable to affiliate		0
Net advances to / from affiliate	0	0
Contributions from parent related to exercise of stock options	4.6	0.7
Minimum withholding of taxes related to stock compensation	(5.2)	(5.7)
Excess tax benefit from stock compensation	4.6	4.4
Distributions to parent related to repurchases of common stock	(13.0)	(66.0)
Net cash provided by (used in) financing activities	4.7	(47.8)
Net increase (decrease) in cash and cash equivalents	(3.3)	(7.8)
Beginning of period	13.4	25.7
End of period	10.1	17.9
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	19.0	19.4
Cash paid for income taxes	1.8	2.6
Starz Entertainment, LLC (Guarantor)
Operating activities:
Net income	85.1	63.1
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3.9	3.8
Amortization of program rights	137.2	146.7
Program rights payments	(136.0)	(113.5)
Amortization of investment in films and television programs	16.0	5.8
Investment in films and television programs	(69.1)	(57.0)
Stock compensation (Note 3)	7.4	6.8
Share of earnings of consolidated subsidiaries	0	0
Deferred income taxes	(6.8)	(4.9)
Other non-operating and non-cash items	1.5	0.7
Changes in assets and liabilities:
Current and other assets	7.8	(13.9)
Due to affiliate	19.4	8.4
Payables and other liabilities	(2.6)	1.6
Net cash provided by (used in) operating activities	63.8	47.6
Investing activities:
Purchases of property and equipment	(2.0)		(1.3)
Investing activities – purchases of property and equipment	(2.0)	(1.3)
Financing activities:
Borrowings of debt	0	0
Payments of debt	(1.2)	(1.1)
Borrowings under notes payable to affiliate	(70.6)	(25.2)
Payments under notes payable to affiliate		17.6
Net advances to / from affiliate	6.6	(45.3)
Contributions from parent related to exercise of stock options	0	0
Minimum withholding of taxes related to stock compensation	(3.7)	(5.3)
Excess tax benefit from stock compensation	4.6	4.4
Distributions to parent related to repurchases of common stock	0	0
Net cash provided by (used in) financing activities	(64.3)	(54.9)
Net increase (decrease) in cash and cash equivalents	(2.5)	(8.6)
Beginning of period	8.7	20.8
End of period	6.2	12.2
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	(2.2)	(0.6)
Cash paid for income taxes	3.5	2.3
Starz, LLC Parent Only (Co-Issuer)
Operating activities:
Net income	86.1	66.8
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	0.4	0.3
Amortization of program rights	0	0
Program rights payments	0	0
Amortization of investment in films and television programs	0	0
Investment in films and television programs	0	0
Stock compensation (Note 3)	0.2	0.4
Share of earnings of consolidated subsidiaries	(95.6)	(77.5)
Deferred income taxes	(0.1)	3.3
Other non-operating and non-cash items	0.5	0.6
Changes in assets and liabilities:
Current and other assets	29.0	23.0
Due to affiliate	(21.5)	(9.1)
Payables and other liabilities	1.2	(7.7)
Net cash provided by (used in) operating activities	0.2	0.1
Investing activities:
Purchases of property and equipment	0		0
Investing activities – purchases of property and equipment	0	0
Financing activities:
Borrowings of debt	95.0	84.0
Payments of debt	(80.1)	(64.1)
Borrowings under notes payable to affiliate	0	0
Payments under notes payable to affiliate		0
Net advances to / from affiliate	(6.6)	45.3
Contributions from parent related to exercise of stock options	4.6	0.7
Minimum withholding of taxes related to stock compensation	0	0
Excess tax benefit from stock compensation	0	0
Distributions to parent related to repurchases of common stock	(13.0)	(66.0)
Net cash provided by (used in) financing activities	(0.1)	(0.1)
Net increase (decrease) in cash and cash equivalents	0.1	0
Beginning of period	0.3	0.4
End of period	0.4	0.4
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	20.0	19.8
Cash paid for income taxes	(1.9)	0
Starz Media and Other Businesses (Non-Guarantors)
Operating activities:
Net income	2.6	7.0
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	0.4	0.8
Amortization of program rights	0	0
Program rights payments	0	0
Amortization of investment in films and television programs	20.9	30.4
Investment in films and television programs	(39.6)	(22.5)
Stock compensation (Note 3)	0.7	0.6
Share of earnings of consolidated subsidiaries	0	0
Deferred income taxes	0	0
Other non-operating and non-cash items	(15.0)	0.2
Changes in assets and liabilities:
Current and other assets	(46.1)	(9.9)
Due to affiliate	2.1	0.7
Payables and other liabilities	4.2	(13.7)
Net cash provided by (used in) operating activities	(69.8)	(6.4)
Investing activities:
Purchases of property and equipment	(0.2)		0
Investing activities – purchases of property and equipment	(0.2)	0
Financing activities:
Borrowings of debt	0	0
Payments of debt	0	0
Borrowings under notes payable to affiliate	70.6	25.2
Payments under notes payable to affiliate		(17.6)
Net advances to / from affiliate	0	0
Contributions from parent related to exercise of stock options	0	0
Minimum withholding of taxes related to stock compensation	(1.5)	(0.4)
Excess tax benefit from stock compensation	0	0
Distributions to parent related to repurchases of common stock	0	0
Net cash provided by (used in) financing activities	69.1	7.2
Net increase (decrease) in cash and cash equivalents	(0.9)	0.8
Beginning of period	4.4	4.5
End of period	3.5	5.3
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	1.2	0.2
Cash paid for income taxes	0.2	0.3
Eliminations
Operating activities:
Net income	(87.7)	(70.1)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	0	0
Amortization of program rights	(0.3)	(0.4)
Program rights payments	0	0.9
Amortization of investment in films and television programs	0	0
Investment in films and television programs	0	0
Stock compensation (Note 3)	0	0
Share of earnings of consolidated subsidiaries	95.6	77.5
Deferred income taxes	0.1	(0.5)
Other non-operating and non-cash items	(0.5)	(0.6)
Changes in assets and liabilities:
Current and other assets	0.6	(0.7)
Due to affiliate	0	0
Payables and other liabilities	(7.8)	(6.1)
Net cash provided by (used in) operating activities	0	0
Investing activities:
Purchases of property and equipment	0		0
Investing activities – purchases of property and equipment	0	0
Financing activities:
Borrowings of debt	0	0
Payments of debt	0	0
Borrowings under notes payable to affiliate	0	0
Payments under notes payable to affiliate		0
Net advances to / from affiliate	0	0
Contributions from parent related to exercise of stock options	0	0
Minimum withholding of taxes related to stock compensation	0	0
Excess tax benefit from stock compensation	0	0
Distributions to parent related to repurchases of common stock	0	0
Net cash provided by (used in) financing activities	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Beginning of period	0	0
End of period	0	0
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	0	0
Cash paid for income taxes	$ 0	$ 0

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 86.1	$ 66.8
Other comprehensive income (loss), net of taxes -
Foreign currency translation adjustments from operations	0.7	(0.2)
Comprehensive income	86.8	66.6
Comprehensive income attributable to noncontrolling interests	(1.7)	(1.9)
Comprehensive income attributable to member	$ 85.1	$ 64.7

XML

Stock Options and Restricted Stock

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Options and Restricted Stock

Stock Options and Restricted Stock

Starz has granted to certain of its employees and directors, stock options to purchase Series A common stock, restricted shares of Series A common stock and restricted stock units pursuant to the Starz incentive plans.

Stock compensation expense, by expense category, consists of the following (in millions):

	Three Months Ended March 31,
	2015		2014
Programming costs	$	0.6	$	0.7
Operating expenses	0.1		0.1
Selling, general and administrative expenses	7.6		7.0
Total stock compensation expense	$	8.3	$	7.8

As of March 31, 2015, the total unrecognized compensation cost related to the unvested stock options, restricted stock and restricted stock units was approximately $62.8 million. Such amount will be recognized in Starz, LLC’s condensed consolidated statements of operations over a weighted average period of approximately 2.39 years.

The following table presents the number and weighted average exercise price (“WAEP”) of stock options to purchase Starz common stock:

	Options		WAEP
Outstanding at December 31, 2014	13,688,570		$	18.32
Granted	45,449		$	33.71
Exercised	(999,564	)	$	13.53
Forfeited	(268,806	)	$	23.35
Expired/canceled	—		$	—
Outstanding at March 31, 2015	12,465,649		$	18.65
Exercisable at March 31, 2015	4,657,021		$	14.28

At March 31, 2015, the weighted-average remaining contractual term of outstanding options is 5.6 years and exercisable options is 4.2 years. At March 31, 2015, the aggregate intrinsic value of the outstanding options is $196.5 million and the exercisable options is $93.8 million.

The following table presents the number and weighted-average grant date fair value of restricted stock grants:

	Restricted Stock		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2014	454,595		$	26.45
Granted	2,556		$	34.34
Vested	(50,659	)	$	19.24
Forfeited	(12,210	)	$	28.73
Outstanding at March 31, 2015	394,282		$	27.36

In March 2015, Starz, LLC granted certain employees restricted stock units that will vest based upon the actual, cumulative Adjusted OIBDA (as defined in Note 8) achieved by Starz during a three year performance period beginning on January 1, 2015 and ending on December 31, 2017 (“Performance Period”), compared to a target cumulative Adjusted OIBDA during the Performance Period specified by the Starz compensation committee. Potential vesting of the restricted stock units ranges from a threshold of 50% of the target award if Starz’s actual three-year cumulative Adjusted OIBDA equals 90% of the targeted amount, to a maximum of 200% of the target award if Starz’s actual three-year cumulative Adjusted OIBDA equals or exceeds 120% of the targeted amount. Results between threshold, target and maximum will be interpolated on a straight line basis. Each restricted stock unit is the right to receive, in those specified circumstances, one share of Starz Series A common stock. Based upon the target for the Performance Period, the number of restricted stock units representing the threshold, target and maximum are 50,841 units, 101,681 units and 203,362 units, respectively.

XML

Stock Options and Restricted Stock - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining contractual term (in years)	5 years 7 months 6 days
Exercisable, Weighted average remaining contractual term (in years)	4 years 2 months 12 days
Intrinsic value	$ 196.5
Exercisable, Intrinsic value	93.8
Incentive Plan, Stock Options and Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost not yet recognized	$ 62.8
Period for recognition (in years)	2 years 4 months 20 days
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	101,681
Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (as a percent)	50.00%
Vesting rights, Adjusted OIBDA (as a percent)	90.00%
Granted	50,841
Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting (as a percent)	200.00%
Vesting rights, Adjusted OIBDA (as a percent)	120.00%
Granted	203,362

XML

Supplemental Guarantor Condensed Consolidating Financial Information - Balance Sheets (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 10.1	$ 13.4	$ 17.9	$ 25.7
Trade accounts receivable, net of allowances of $26.6 and $41.9	262.4	249.1
Program rights, net	363.1	303.5
Deferred income taxes	0.9	0.9
Notes receivable from affiliates	0	0
Other current assets	40.8	70.1
Total current assets	677.3	637.0
Noncurrent assets:
Program rights	322.2	311.3
Investment in films and television programs, net	333.7	319.5
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	87.6	89.8
Deferred income taxes	14.1	0
Goodwill	131.8	131.8
Other assets, net (Note 7)	120.8	83.8
Investment in consolidated subsidiaries	0	0
Total assets	1,687.5	1,573.2
Current liabilities:
Current portion of debt (Note 2)	5.3	5.3
Trade accounts payable	6.0	10.1
Accrued liabilities (Notes 4, 6 and 7)	345.2	327.4
Notes payable due to affiliate	0	0
Due to (from) affiliates	0	0
Deferred revenue	10.4	7.4
Total liabilities	366.9	350.2
Noncurrent liabilities:
Debt (Note 2)	1,187.7	1,174.2
Deferred income taxes	0	1.1
Other liabilities (Note 6)	7.0	7.9
Total liabilities	1,561.6	1,533.4
Member's Equity [Abstract]
Member’s interest	133.1	48.5
Noncontrolling interest in subsidiary	(7.2)	(8.7)
Total member’s interest and noncontrolling interests	125.9	39.8
Total liabilities and member’s interest and noncontrolling interests	1,687.5	1,573.2
Starz Entertainment, LLC (Guarantor)
Current assets:
Cash and cash equivalents	6.2	8.7	12.2	20.8
Trade accounts receivable, net of allowances of $26.6 and $41.9	215.1	224.3
Program rights, net	363.7	304.4
Deferred income taxes	0.3	0.3
Notes receivable from affiliates	117.1	45.9
Other current assets	27.7	26.9
Total current assets	730.1	610.5
Noncurrent assets:
Program rights	328.0	317.2
Investment in films and television programs, net	216.6	202.7
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	45.5	47.4
Deferred income taxes	0
Goodwill	131.8	131.8
Other assets, net (Note 7)	53.0	47.8
Investment in consolidated subsidiaries	0	0
Total assets	1,505.0	1,357.4
Current liabilities:
Current portion of debt (Note 2)	4.7	4.7
Trade accounts payable	4.8	7.8
Accrued liabilities (Notes 4, 6 and 7)	191.2	171.0
Notes payable due to affiliate	0	0
Due to (from) affiliates	(716.0)	(742.7)
Deferred revenue	0	0
Total liabilities	(515.3)	(559.2)
Noncurrent liabilities:
Debt (Note 2)	1,144.7	1,131.1
Deferred income taxes	24.9	31.7
Other liabilities (Note 6)	5.0	6.0
Total liabilities	659.3	609.6
Member's Equity [Abstract]
Member’s interest	845.7	747.8
Noncontrolling interest in subsidiary	0	0
Total member’s interest and noncontrolling interests	845.7	747.8
Total liabilities and member’s interest and noncontrolling interests	1,505.0	1,357.4
Starz, LLC Parent Only (Co-Issuer)
Current assets:
Cash and cash equivalents	0.4	0.3	0.4	0.4
Trade accounts receivable, net of allowances of $26.6 and $41.9	0	0
Program rights, net	0	0
Deferred income taxes	0.6	0.6
Notes receivable from affiliates	0	0
Other current assets	0.9	29.9
Total current assets	1.9	30.8
Noncurrent assets:
Program rights	0	0
Investment in films and television programs, net	0	0
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	41.5	41.9
Deferred income taxes	14.1
Goodwill	0	0
Other assets, net (Note 7)	9.2	9.9
Investment in consolidated subsidiaries	1,937.3	1,820.9
Total assets	2,004.0	1,903.5
Current liabilities:
Current portion of debt (Note 2)	0.6	0.6
Trade accounts payable	0	0
Accrued liabilities (Notes 4, 6 and 7)	32.1	18.3
Notes payable due to affiliate	0	0
Due to (from) affiliates	702.0	730.1
Deferred revenue	0	0
Total liabilities	734.7	749.0
Noncurrent liabilities:
Debt (Note 2)	1,167.3	1,152.6
Deferred income taxes	(23.9)	(37.9)
Other liabilities (Note 6)	0	0
Total liabilities	1,878.1	1,863.7
Member's Equity [Abstract]
Member’s interest	133.1	48.5
Noncontrolling interest in subsidiary	(7.2)	(8.7)
Total member’s interest and noncontrolling interests	125.9	39.8
Total liabilities and member’s interest and noncontrolling interests	2,004.0	1,903.5
Starz Media and Other Businesses (Non-Guarantors)
Current assets:
Cash and cash equivalents	3.5	4.4	5.3	4.5
Trade accounts receivable, net of allowances of $26.6 and $41.9	47.3	24.8
Program rights, net	0	0
Deferred income taxes	0	0
Notes receivable from affiliates	0	0
Other current assets	12.2	13.3
Total current assets	63.0	42.5
Noncurrent assets:
Program rights	0	0
Investment in films and television programs, net	117.1	116.8
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	0.6	0.5
Deferred income taxes	0
Goodwill	0	0
Other assets, net (Note 7)	67.8	36.0
Investment in consolidated subsidiaries	0	0
Total assets	248.5	195.8
Current liabilities:
Current portion of debt (Note 2)	0	0
Trade accounts payable	1.2	2.3
Accrued liabilities (Notes 4, 6 and 7)	124.3	148.9
Notes payable due to affiliate	117.1	45.9
Due to (from) affiliates	14.0	12.6
Deferred revenue	10.4	7.4
Total liabilities	267.0	217.1
Noncurrent liabilities:
Debt (Note 2)	0	0
Deferred income taxes	0	0
Other liabilities (Note 6)	7.4	7.2
Total liabilities	274.4	224.3
Member's Equity [Abstract]
Member’s interest	(25.9)	(28.5)
Noncontrolling interest in subsidiary	0	0
Total member’s interest and noncontrolling interests	(25.9)	(28.5)
Total liabilities and member’s interest and noncontrolling interests	248.5	195.8
Eliminations
Current assets:
Cash and cash equivalents	0	0	0	0
Trade accounts receivable, net of allowances of $26.6 and $41.9	0	0
Program rights, net	(0.6)	(0.9)
Deferred income taxes	0	0
Notes receivable from affiliates	(117.1)	(45.9)
Other current assets	0	0
Total current assets	(117.7)	(46.8)
Noncurrent assets:
Program rights	(5.8)	(5.9)
Investment in films and television programs, net	0	0
Property and equipment, net of accumulated depreciation of $127.8 and $123.4	0	0
Deferred income taxes	0
Goodwill	0	0
Other assets, net (Note 7)	(9.2)	(9.9)
Investment in consolidated subsidiaries	(1,937.3)	(1,820.9)
Total assets	(2,070.0)	(1,883.5)
Current liabilities:
Current portion of debt (Note 2)	0	0
Trade accounts payable	0	0
Accrued liabilities (Notes 4, 6 and 7)	(2.4)	(10.8)
Notes payable due to affiliate	(117.1)	(45.9)
Due to (from) affiliates	0	0
Deferred revenue	0	0
Total liabilities	(119.5)	(56.7)
Noncurrent liabilities:
Debt (Note 2)	(1,124.3)	(1,109.5)
Deferred income taxes	(1.0)	7.3
Other liabilities (Note 6)	(5.4)	(5.3)
Total liabilities	(1,250.2)	(1,164.2)
Member's Equity [Abstract]
Member’s interest	(819.8)	(719.3)
Noncontrolling interest in subsidiary	0	0
Total member’s interest and noncontrolling interests	(819.8)	(719.3)
Total liabilities and member’s interest and noncontrolling interests	$ (2,070.0)	$ (1,883.5)

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Stock Options and Restricted Stock (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

Stock compensation expense, by expense category, consists of the following (in millions):

	Three Months Ended March 31,
	2015		2014
Programming costs	$	0.6	$	0.7
Operating expenses	0.1		0.1
Selling, general and administrative expenses	7.6		7.0
Total stock compensation expense	$	8.3	$	7.8

Schedule of Share-based Compensation, Stock Options, Activity

The following table presents the number and weighted average exercise price (“WAEP”) of stock options to purchase Starz common stock:

	Options		WAEP
Outstanding at December 31, 2014	13,688,570		$	18.32
Granted	45,449		$	33.71
Exercised	(999,564	)	$	13.53
Forfeited	(268,806	)	$	23.35
Expired/canceled	—		$	—
Outstanding at March 31, 2015	12,465,649		$	18.65
Exercisable at March 31, 2015	4,657,021		$	14.28

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

The following table presents the number and weighted-average grant date fair value of restricted stock grants:

	Restricted Stock		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2014	454,595		$	26.45
Granted	2,556		$	34.34
Vested	(50,659	)	$	19.24
Forfeited	(12,210	)	$	28.73
Outstanding at March 31, 2015	394,282		$	27.36