8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2009

CABLEVISION SYSTEMS CORPORATION(Exact Name of Registrant as Specified in its Charter)

Delaware
(State of Incorporation)

1-14764
(Commission File Number) 11-3415180
(IRS Employer Identification Number)

CSC HOLDINGS, INC.(Exact Name of Registrant as Specified in its Charter)

Delaware
(State of Incorporation)

1-9046
(Commission File Number) 11-2776686
(IRS Employer Identification Number)

1111 Stewart Avenue, Bethpage, New York 11714

(Address of Principal Executive Offices)

Registrants’ telephone number, including area code:
(516) 803-2300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01REGULATION FD DISCLOSURE

On November 4, 2009, Unaudited Condensed Consolidated Financial Statements of Rainbow National Services LLC and Subsidiaries (“RNS”), an indirect wholly-owned subsidiary of Cablevision Systems Corporation and CSC Holdings, Inc., as of September 30, 2009 and December 31, 2008 and for the three and nine months ended September 30, 2009 and 2008, and Management’s Discussion and Analysis of Financial Condition and Results of Operations were furnished to RNS bondholders in accordance with the requirements of the Indenture, dated as of August 20, 2004, relating to RNS’ and RNS Co-Issuer Corporation’s $300,000,000 8-3/4% Senior Notes due 2012 and the Indenture, dated as of August 20, 2004, relating to RNS’ and RNS Co-Issuer Corporation’s $325,000,000 10-3/8% Senior Subordinated Notes due 2014. The RNS Unaudited Condensed Consolidated Financial Statements are attached hereto as Exhibit 99.1 and the RNS Management’s Discussion and Analysis of Financial Condition and Results of Operations is attached hereto as Exhibit 99.2 and both items are being furnished in this Form 8-K filing.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

99.1.	Rainbow National Services LLC and Subsidiaries Unaudited Condensed Consolidated Financial Statements as of September 30, 2009 and December 31, 2008 and for the three and nine months ended September 30, 2009 and 2008
99.2.	Rainbow National Services LLC and Subsidiaries Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and nine months ended September 30, 2009 and 2008

2

SIGNATURES

Pursuant to the requirements 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.

	CABLEVISION SYSTEMS CORPORATION
	By:	/s/ Wm. Keith Harper
		Name:	Wm. Keith Harper
		Title:	Senior Vice President and Controller
Dated: November 4, 2009

Pursuant to the requirements 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.

	CSC HOLDINGS, INC.
	By:	/s/ Wm. Keith Harper
		Name:	Wm. Keith Harper
		Title:	Senior Vice President and Controller
Dated: November 4, 2009

3

EX-99.1

Exhibit 99.1

Rainbow National Services LLC and Subsidiaries

Unaudited Condensed Consolidated Financial Statements

As of September 30, 2009 and December 31, 2008 and for the Three and Nine Months Ended September 30, 2009 and 2008

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash and cash equivalents	$	13,981		$	13,502
Accounts receivable, trade (less allowance for doubtful accounts of $383 and $667)	166,953			149,936
Accounts receivable from affiliates, net	2,059			9,995
Program rights, net	171,384			145,180
Prepaid expenses and other current assets	22,750			37,751
Deferred tax asset	3,750			3,406
Total current assets	380,877			359,770
Property and equipment, net of accumulated depreciation of $26,542 and $22,640	21,725			24,480
Program rights, net	478,920			478,954
Deferred carriage fees, net	93,059			108,554
Deferred financing costs, net of accumulated amortization of $12,326 and $9,888	11,261			13,699
Affiliation agreements and affiliate relationships, advertiser relationships and other amortizable intangible assets, net of accumulated amortization of $512,662 and $473,099	184,875			224,038
Goodwill	51,309			51,228
Other assets	16,922			17,662
	$	1,238,948		$	1,278,385
LIABILITIES AND MEMBER’S DEFICIENCY
Current Liabilities:
Accounts payable	$	16,182		$	12,826
Accrued liabilities:
Interest	5,350			20,694
Employee related costs	18,948			18,278
Deferred carriage fees payable	694			2,676
Other accrued expenses	8,784			9,265
Accounts payable to affiliates, net	12,230			11,208
Program rights obligations	113,476			108,870
Deferred revenue	11,538			9,363
Liabilities under derivative contracts	1,230			2,697
Bank debt	25,000			25,000
Capital lease obligations	666			648
Total current liabilities	214,098			221,525
Program rights obligations	307,261			334,709
Deferred tax liability, net	95,885			104,899
Senior notes	299,215			299,014
Senior subordinated notes	323,754			323,564
Bank debt	576,250			675,000
Capital lease obligations	11,478			12,006
Accounts payable to affiliates	721			1,270
Other liabilities	18,169			16,167
Total liabilities	1,846,831			1,988,154
Commitments and contingencies Member’s deficiency	(607,883		)	(709,769		)
	$	1,238,948		$	1,278,385

See accompanying notes to

condensed consolidated financial statements.

2

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three and Nine Months Ended September 30, 2009 and 2008

(Dollars in thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Revenues, net	$	206,175		$	185,029		$	599,322		$	550,165
Operating expenses:
Technical and operating (excluding depreciation and amortization shown below)	59,969			50,779			171,906			146,616
Selling, general and administrative	52,808			55,137			159,233			163,331
Restructuring expense	—			4			—			323
Depreciation and amortization	14,168			14,826			43,381			44,470
	126,945			120,746			374,520			354,740
Operating income	79,230			64,283			224,802			195,425
Other income (expense):
Interest expense	(18,690		)	(22,843		)	(57,210		)	(68,037		)
Interest income	29			268			188			1,162
Loss on derivative contracts, net	(515		)	—			(3,230		)	—
Miscellaneous, net	191			(118		)	302			(401		)
	(18,985		)	(22,693		)	(59,950		)	(67,276		)
Income before income taxes	60,245			41,590			164,852			128,149
Income tax expense	(18,748		)	(15,579		)	(58,510		)	(48,541		)
Net income	$	41,497		$	26,011		$	106,342		$	79,608

See accompanying notes to

condensed consolidated financial statements.

3

Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENT OF MEMBER’S DEFICIENCY

Nine Months Ended September 30, 2009

(Dollars in thousands)

(unaudited)

Balance, December 31, 2008	$	(709,769	)
Cash capital distributions	(78,000		)
Non-cash capital contributions	73,544
Net income	106,342
Balance, September 30, 2009	$	(607,883	)

See accompanying notes to

condensed consolidated financial statements.

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Rainbow National Services LLC and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2009 and 2008

(Dollars in thousands)

(unaudited)

	2009			2008
Cash flows from operating activities:
Net income	$	106,342		$	79,608
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	43,381			44,470
Cablevision share-basedcompensation expense allocations	8,240			6,662
Amortization and write-off of program rights	117,721			97,307
Amortization of deferred carriage fees	16,026			15,832
Amortization of deferred financing costs, discounts on indebtedness and other costs	3,019			2,528
Provision for doubtful accounts	279			880
Unrealized foreign currency transaction (gain) loss, net	(18		)	89
Deferred income taxes	(9,358		)	(2,055		)
Changes in assets and liabilities:
Accounts receivable, trade	(17,278		)	(3,741		)
Accounts receivable from affiliates, net	7,936			27
Prepaid expenses and other assets	15,741			(4,958		)
Program rights	(143,891		)	(148,560		)
Deferred carriage fees	(531		)	(309		)
Accounts payable and accrued expenses	(9,772		)	(19,745		)
Accounts payable to affiliates, net	64,263			34,037
Program rights obligations	(21,328		)	17,685
Deferred carriage fees payable	(1,922		)	(18,384		)
Other liabilities	202			2,367
Net cash provided by operating activities	179,052			103,740
Cash flows from investing activities:
Capital expenditures	(1,063		)	(4,112		)
Payments for acquisition of a business	(250		)	(185		)
Net cash used in investing activities	(1,313		)	(4,297		)
Cash flows from financing activities:
Cash distributions to parent	(78,000		)	(305,000		)
Proceeds from bank debt	—			225,000
Repayment of bank debt	(98,750		)	(53,750		)
Additions to deferred financing costs	—			(2,941		)
Principal payments on capital lease obligations	(510		)	(589		)
Net cash used in financing activities	(177,260		)	(137,280		)
Net increase (decrease) in cash and cash equivalents	479			(37,837		)
Cash and cash equivalents at beginning of period	13,502			51,992
Cash and cash equivalents at end of period	$	13,981		$	14,155

See accompanying notes to

condensed consolidated financial statements.

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Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 (Dollars in thousands)

(unaudited)

NOTE 1.                BUSINESS

In July 2004, Cablevision Systems Corporation (“Cablevision”) formed Rainbow National Services LLC (the “Company”).  Rainbow Programming Holdings LLC (“Rainbow Programming Holdings”), an indirect wholly-owned subsidiary of Cablevision, owns 100% of the membership interests in the Company.  The Company is a holding company with no independent operations of its own.  Its subsidiaries include entities that principally own nationally distributed 24-hour entertainment services operated as integral parts of Cablevision, including AMC, WE tv and IFC.  The Company’s unaudited condensed consolidated financial statements have been derived from the condensed consolidated financial statements and accounting records of Cablevision and reflect certain assumptions and allocations.  The financial position, results of operations and cash flows of the Company could differ from those that might have resulted had the Company been operated autonomously or as an entity independent of Cablevision

NOTE 2.                BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for interim financial information as required by the Company’s indentures even though the Company is not a reporting company under the Securities Exchange Act of 1934.  Accordingly, these unaudited condensed consolidated financial statements do not include all the information and notes required for complete annual financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2008.

The condensed consolidated financial statements as of September 30, 2009 and for the three and nine months ended September 30, 2009 and 2008 presented herein are unaudited; however, in the opinion of management, such condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented.  All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2009.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

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Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

Comprehensive income for the three and nine months ended September 30, 2009 and 2008 equals net income for the same periods.

NOTE 3.                CASH FLOWS

For purposes of the unaudited condensed consolidated statements of cash flows, the Company considers the balance of its investments in funds that substantially hold securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents.

During the nine months ended September 30, 2009 and 2008, the Company’s non-cash investing and financing activities and other supplemental data were as follows:

	Nine Months Ended September 30,
	2009		2008
Non-Cash Investing and Financing Activities:
Deemed capital contributions related to the allocation of income taxes and other taxes	$	63,790	$	47,089
Deemed capital contribution for payments of program rights obligations by affiliates	1,514		—
Allocation of Cablevision share-based compensation expense in the form of deemed capital contribution	8,240		6,662
Supplemental Data:
Cash interest paid	69,535		81,375
Income taxes paid	2,650		2,251

In July 2003, American Movie Classics Company LLC (“AMC LLC”), WE: Women’s Entertainment LLC (“WE LLC”), and The Independent Film Channel LLC (“IFC LLC”) and Rainbow Media Holdings LLC (“Rainbow Media Holdings”), the Company’s indirect parent, as licensees, entered into an agreement with a film studio for feature film telecast rights.  Each licensee recorded its allocated share of the program rights asset and all of the payment obligations for which they are jointly and severally liable. Such payments initially amounted to $84,000 in total of which $25,500 remained unpaid at September 30, 2009.  Program rights of approximately $17,000 were allocated outside of the Company to affiliates during 2003.  Payments of program rights obligations by affiliates for program rights allocated outside of the Company amounted to $1,514 during the nine months ended September 30, 2009.  There were no payments of program rights obligations by affiliates for program rights allocated outside of the Company during the nine months ended September 30, 2008.  The allocation of these film assets was treated as a deemed capital distribution in 2003 and the payments made by affiliates for the nine months ended September 30, 2009 were treated as a deemed capital contribution in the condensed consolidated statements of member’s deficiency.

7

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

NOTE 4.RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

Recently Adopted Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance now codified under Accounting Standards Codification (“ASC”) Topic 105-10, which establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP.  ASC Topic 105-10 explicitly recognizes rules and interpretive releases of the SEC under federal securities laws as authoritative GAAP for SEC registrants.  Upon adoption of this guidance under ASC Topic 105-10, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.  The guidance under ASC Topic 105-10 became effective for the Company as of September 30, 2009.  References made to authoritative FASB guidance throughout this document have been updated to the applicable Codification section.

In May 2009, the FASB issued guidance now codified under ASC Topic 855-10, which requires an entity, after the balance sheet date, to evaluate events or transactions that may occur for potential recognition or disclosure in its financial statements.  ASC Topic 855-10 determines the circumstances under which the entity shall recognize these events or transactions in its financial statements and provides the disclosures that an entity shall make about them including disclosing the date through which the entity evaluated these events or transactions, as well as whether that date is the date the entity’s financial statements were issued or the date the financial statements were available to be issued.  The guidance under ASC Topic 855-10 became effective for the Co mpany as of June 30, 2009.  The Company evaluated all events or transactions that occurred after September 30, 2009 up through November 4, 2009, the date the Company issued these condensed consolidated financial statements.  During this period, the Company did not have any material recognizable subsequent events.

In March 2008, the FASB issued guidance now codified under ASC Topic 815-10.  ASC Topic 815-10 requires specific disclosures regarding the location and amounts of derivative instruments in the Company’s financial statements; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect the Company’s financial position, financial performance, and cash flows.  The guidance under ASC Topic 815-10 became effective as of January 1, 2009 for the Company.  The Company has provided the required disclosures regarding derivative instruments in Note 9.

In December 2007, the FASB issued guidance now codified under ASC Topic 805.  ASC Topic 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date.  Also, in April 2009, the FASB issued guidance now codified under ASC Topic 805-20, to address some of the application issues under ASC Topic 805.  ASC Topic 805-20 deals

8

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

with the initial recognition and measurement of an asset acquired or a liability assumed in a business combination that arises from a contingency (provided the fair value on the date of acquisition of the related asset or liability can be determined).  Both the guidance under ASC Topics 805 and 805-20 became effective as of January 1, 2009 for the Company. Accordingly, any business combination completed prior to January 1, 2009 was accounted for pursuant to SFAS No. 141, Business Combinations.  Business combinations completed subsequent to January 1, 2009, have been accountedforpursuant to ASC Topics 805 and 805-20.

In September 2006, the FASB issued guidance now codified under ASC Topic 820 (formerly SFAS No. 157).  ASC Topic 820 defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.  Under ASC Topic 820, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.  It also clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability.  ASC Topic 820 applies under other accounting pronouncements that require or permit fair value measurements.  Accordingly, ASC Topic 820 does not require any new fair value measurements.  The guidance under ASC Topic 820 became effective for the Company on January 1, 2008 with respect to financial assets and financial liabilities.   The additional disclosures required by ASC Topic 820 are included in Note 10.

The adoption of the guidance now codified under ASC Topic 820 for nonfinancial assets and nonfinancial liabilities which include goodwill, intangible assets, and long-lived assets measured at fair value for impairment assessments, and nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination, became effective for the Company on January 1, 2009.  The adoption of the guidance under ASC Topic 820 for nonfinancial assets and nonfinancial liabilities did not have an impact on the Company’s consolidated financial position or results of operations.

In April 2009, the FASB issued guidance now codified under ASC Topic 825-10 to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies, as well as in annual financial statements.  ASC Topic 825-10 also amends the disclosure requirements of ASC Topic 270-10 to require those disclosures in summarized financial information at interim reporting periods.  The guidance under ASC Topic 825-10 became effective for the Company during the quarter ended June 30, 2009.  The additional disclosures required by ASC Topic 825-10 are included in Note 11.

In April 2008, the FASB issued guidance now codified under ASC Topics 350-30 and 275-10 which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC Topic 350.  The guidance under ASC Topics 350-30 and 275-10 became effective as of January 1, 2009 for the Company.  The adoption of ASC Topics 350-30 and 275-10 did not have an impact on the Company’s condensed consolidated financial statements.

In December 2007, the FASB issued guidance now codified under ASC Topic 808-10 which defines collaborative arrangements and establishes reporting requirements for transactions

9

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

between participants in a collaborative arrangement and between participants in the arrangement and third parties. ASC Topic 808-10 also establishes the appropriate income statement presentation and classification for joint operating activities and payments between participants, as well as the disclosure requirements related to these arrangements.  The guidance under ASC Topic 808-10 became effective as of January 1, 2009 for the Company.  The adoption of ASC Topic 808-10 did not have an impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Measuring Liabilities at Fair Value, which provides clarification that in circumstances where a quoted market price in an active market for an identical liability is not available, a reporting entity must measure fair value of the liability using one of the following techniques: a) the quoted price of the identical liability when traded as an asset; b) quoted prices for similar liabilities or similar liabilities when traded as assets; or c) another valuation technique, such as a present value technique or the amount that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability that is consistent with the provisions of ASC Topic 820.  ASU No. 2009-05 will be effective for the Company in the fourth quarter of 2009.

In September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which provides guidance on how to determine the fair value of an alternative investment when fair value is not readily determinable and an investor is provided only with a net asset value per share (or its equivalent) by the investee that has been calculated in a manner consistent with GAAP for investment companies (ASC Topic 946).  ASU No. 2009-12 requires an investor to disclose (a) by major category of investment the attributes of each investment it holds that meet the criteria of ASU No. 2009-12 and (b) the investment strategies of the investees.  ASU No. 2009-12 will be effective for the Company in the fourth quarter of 2009.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements, which provides amendments that (a) update the criteria for separating consideration in multiple-deliverable arrangements, (b) establish a selling price hierarchy for determining the selling price of a deliverable, and (c) replace the term “fair value” in the revenue allocation guidance with the term “selling price” to clarify that the allocation of revenue is based on entity-specific assumptions.  ASU No. 2009-13 eliminates the residual method of allocating arrangement consideration to deliverables, requires the use of the relative selling price method and requires that a vendor determine its best estimate of selling price in a manner consistent with that used to determine the price to sell the deliverable on a standalone basis.  ASU No. 2009-13 requires a vendor to significantly expand the disclosures related to multiple-deliverable revenue arrangements with the objective to provide information about the significant judgments made and changes to those judgments and how the application of the relative selling-price method affects the timing or amount of revenue recognition.  ASU No. 2009-13 is required to be adopted on a prospective basis for revenue arrangements entered into or materially modified for fiscal years beginning on or after June 15, 2010.  Early adoption is permitted.

10

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont’d)

(Dollars in thousands)

(unaudited)

NOTE 5.                INCOME TAXES

The Company is a single-member limited liability company, indirectly wholly-owned by Rainbow Media Enterprises, Inc. (“RME”), a taxable corporation.  RME, a direct wholly-owned subsidiary of Rainbow Media Holdings, is an indirect wholly-owned subsidiary of Cablevision.  As such, the Company is treated as a division of RME and is included in the consolidated income tax return of Cablevision for federal and state income tax purposes.  The income tax provision is determined on a stand-alone basis as if the Company filed separate consolidated income tax returns for the periods presented herein.

The income tax expense for the nine months ended September 30, 2009 and 2008 of $58,510 and $48,541, respectively, differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to the impact of state and local income taxes and a tax benefit of $2,763 recorded in the third quarter of 2009 resulting from a change in the rate used to measure deferred taxes.

Since there is no tax sharing agreement in place between the Company and Cablevision, allocable current income tax liabilities calculated on a stand-alone company basis that the Company does not pay directly have been reflected as deemed capital contributions to the Company from its parent.  Such contributions amounted to $63,730 and $47,089 for the nine months ended September 30, 2009 and 2008, respectively.

NOTE 6.                INTANGIBLE ASSETS

The following table summarizes information relating to the Company’s acquired intangible assets at September 30, 2009 and December 31, 2008:

11

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

	September 30,2009			December 31, 2008
Gross carrying amount of amortizable intangible assets
Affiliation agreements and affiliate relationships	$	597,156		$	597,156
Advertiser relationships	91,024			90,898
Other amortizable intangibles	9,357			9,083
	697,537			697,137
Accumulated amortization
Affiliation agreements and affiliate relationships	(441,210		)	(408,130		)
Advertiser relationships	(62,632		)	(56,231		)
Other amortizable intangibles	(8,820		)	(8,738		)
	(512,662		)	(473,099		)
Amortizable intangible assets, net of accumulated amortization	184,875			224,038
Goodwill	51,309			51,228
Total intangible assets, net	$	236,184		$	275,266
Aggregate amortization expense
Nine months ended September 30, 2009	$	39,563

Estimated amortization expense
Year ending December 31, 2009	$	52,491
Year ending December 31, 2010	51,715
Year ending December 31, 2011	51,715
Year ending December 31, 2012	46,553
Year ending December 31, 2013	21,934

The Company has historically been able to renew affiliation agreements upon expiration and has factored its experience with such renewals in estimating the future cash flows associated with its affiliation agreements and affiliate relationship intangible assets.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2009 are as follows:

	AMC Networks		IFC		Total Company
Balance as of December 31, 2008	$	37,646	$	13,582	$	51,228
Additions	81		—		81
Balance as of September 30, 2009	$	37,727	$	13,582	$	51,309

In March 2009, the Company acquired a film web site business for $250 cash and recorded a liability of $231 for the net present value of additional annual required payments of $135 through 2011.  In allocating the $481 purchase price, the Company recorded intangible assets of $126, $274 and $81 for advertiser relationships, other definite-lived intangibles and goodwill, respectively.

NOTE 7.            SEGMENT INFORMATION

The Company classifies its business interests into two reportable segments: AMC Networks (which includes AMC and WE tv) and IFC.  These reportable segments are strategic business units that are managed separately.  The Company evaluates segment performance based on several factors, of which the primary financial measure is business segment adjusted operating cash flow (defined as operating income (loss) excluding depreciation and amortization, share-

12

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

based compensation expense or benefit and restructuring charges or credits), a non-GAAP measure.  The Company has presented the components that reconcile adjusted operating cash flow to operating income, an accepted GAAP measure.  Information as to the operations of the Company’s reportable business segments is set forth below.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Revenues, net
AMC Networks	$	175,557	$	157,516	$	510,660	$	468,692
IFC	30,618		27,513		88,662		81,473
Total	$	206,175	$	185,029	$	599,322	$	550,165

Reconciliation (by Segment and in Total) of Adjusted Operating Cash Flow to Operating Income

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Adjusted operating cash flow
AMC Networks	$	84,259	$	71,868	$	247,447	$	220,580
IFC	11,606		9,959		28,976		26,296
Total	$	95,865	$	81,827	$	276,423	$	246,876

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Depreciation and amortization
AMC Networks	$	(13,223	)	$	(13,901	)	$	(40,539	)	$	(41,593	)
IFC	(945		)	(925		)	(2,842		)	(2,877		)
Total	$	(14,168	)	$	(14,826	)	$	(43,381	)	$	(44,470	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Share-based compensation expense
AMC Networks	$	(1,932	)	$	(1,959	)	$	(6,433	)	$	(4,948	)
IFC	(535		)	(759		)	(1,807		)	(1,714		)
Total	$	(2,467	)	$	(2,718	)	$	(8,240	)	$	(6,662	)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2009		2008			2009		2008
Restructuring expense
AMC Networks	$	—	$	(2	)	$	—	$	(220	)
IFC	—		(2		)	—		(103		)
Total	$	—	$	(4	)	$	—	$	(323	)

13

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

(Dollars in thousands)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2009		2008		2009		2008
Operating income
AMC Networks	$	69,104	$	56,008	$	200,475	$	173,821
IFC	10,126		8,275		24,327		21,604
Total	$	79,230	$	64,283	$	224,802	$	195,425

A reconciliation of reportable segment amounts to the Company’s condensed consolidated balances is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Income before income taxes
Total operating income for reportable segments	$	79,230		$	64,283		$	224,802		$	195,425
Items excluded from operating income:
Interest expense	(18,690		)	(22,843		)	(57,210		)	(68,037		)
Interest income	29			268			188			1,162
Loss on derivative contracts, net	(515		)	—			(3,230		)	—
Miscellaneous, net	191			(118		)	302			(401		)
Income before income taxes	$	60,245		$	41,590		$	164,852		$	128,149

	Nine Months Ended September 30,
	2009		2008
Capital expenditures
AMC Networks	$	864	$	2,834
IFC	199		1,278
Total	$	1,063	$	4,112

Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States.

Concentrations of Credit Risk

Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivables.  Cash is invested in money market funds and bank time deposits.  The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution.  The Company’s emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments.

The Company had three customers that in the aggregate accounted for approximately 30% of the Company’s consolidated net trade accounts receivable balances at September 30, 2009 and December 31, 2008, which exposes the Company to a concentration of credit risk.  These

14

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

customers in the aggregate accounted for approximately 36% and 37% of the Company’s net revenues for the nine months ended September 30, 2009 and 2008, respectively.

NOTE 8.                LEGAL MATTERS

Broadcast Music, Inc. Matter

Broadcast Music, Inc. (“BMI”), an organization that licenses the performance of musical compositions of its members, has alleged that certain of the Company’s subsidiaries require a license to exhibit musical compositions in its catalog. BMI agreed to interim fees based on revenues covering certain periods for certain subsidiaries. These matters were submitted to a Federal Rate Court.  The interim fees paid to BMI remain subject to retroactive adjustment until such time as either a final decision is made by the Court or an agreement is reached by the parties.

Other Legal Matters

In addition to the matter discussed above, the Company is party to various lawsuits and claims in the ordinary course of business.  Although the outcome of these other matters cannot be predicted with certainty and the impact of the final resolution of these other matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.

NOTE 9.                DERIVATIVE CONTRACTS

To manage interest rate risk, the Company has entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable rates (see below).  Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates.   The Company does not enter into interest rate swap contracts for speculative or trading purposes and it has only entered into transactions with counterparties that are rated investment grade.  The Company monitors the financial institutions that are counterparties to its interest rate swap contracts and it diversifies its swap contracts among various counterparties to mitigate exposure to any single financial institution.

In November 2008, the Company entered into interest rate swap contracts with a notional amount of $450,000 to effectively fix borrowing rates on a substantial portion of the Company’s floating rate debt.  These contracts are not designated as hedges for accounting purposes.  As a result of these transactions, the interest rate paid on approximately 88% of the Company’s debt (excluding capital leases) is effectively fixed (51% being fixed rate obligations and 37% is effectively fixed through utilization of these interest rate swap contracts) as of September 30, 2009. The table below summarizes certain terms of these interest rate swap contracts as of September 30, 2009:

15

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

Maturity Date	Notional Amount		Weighted Average Fixed Rate Paid by the Company		Weighted Average Effective Floating Rate Received by the Company at September 30, 2009*
November 2009	$	450,000	1.84	%	0.24	%

*Represents the floating rate received by the Company under its interest rate swap contracts at September 30, 2009 and does not represent the rates to be received by the Company on future payments.

As of September 30, 2009 and December 31, 2008, the interest rate swap contracts noted above had a fair value of $1,230 and $2,697, respectively, a liability position, as reflected as liabilities under derivative contracts in the Company’s condensed consolidated balance sheets.  The change in the liability position represents unrealized losses of $515 and $3,230 for the three and nine months ended September 30, 2009, respectively, as a result of the change in the fair value of the underlying interest rate swap contracts reflected in loss on derivative contracts in the condensed consolidated statements of income, offset by realized losses resulting from net cash payments of $(1,779) and $(4,697) for the three and nine months ended September 30, 2009, respectively.

NOTE 10.              FAIR VALUE MEASUREMENT

The Company adopted the guidance set forth in ASC Topic 820 on January 1, 2008 for certain financial assets and financial liabilities.  ASC Topic 820 requires enhanced disclosures about assets and liabilities measured at fair value.  As noted in Note 4 above, the Company adopted the provisions of ASC Topic 820 with respect to its nonfinancial assets and nonfinancial liabilities on January 1, 2009.  However, there were no material nonfinancial assets or nonfinancial liabilities requiring initial measurement or subsequent remeasurement for the three and nine months ended September 30, 2009.

The fair value hierarchy as outlined in ASC Topic 820 is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable.  Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions.  The fair value hierarchy consists of the following three levels:

·Level I - Quoted prices for identical instruments in active markets.

·Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

·Level III - Instruments whose significant value drivers are unobservable.

The following table presents for each of these hierarchy levels, the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at September 30, 2009 and December 31, 2008:

16

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

At September 30, 2009:

	Level I		Level II		Level III		Total
Assets:
Cash equivalents	$	—	$	12,184	$	—	$	12,184
Liabilities:
Liabilities under derivative contracts	—		1,230		—		1,230

At December 31, 2008:

	Level I		Level II		Level III		Total
Assets:
Cash equivalents	$	—	$	11,996	$	—	$	11,996
Liabilities:
Liabilities under derivative contracts	—		2,697		—		2,697

The Company’s cash equivalents are classified within Level II of the fair value hierarchy because they are valued primarily on inputs that can be observed with market price information and other relevant information from third-party pricing services.

The Company’s liabilities under derivative contracts are valued using market-based inputs to valuation models.  These valuation models require a variety of inputs, including contractual terms and interest rate yield curves.  When appropriate, valuations are adjusted for various factors such as liquidity and credit considerations.  Such adjustments are generally based on available market evidence.  Since model inputs can generally be verified and do not involve significant management judgment, the Company has concluded that these instruments should be classified within Level II of the fair value hierarchy.

The Company considers the impact of credit risk when measuring the fair value of its derivative asset and/or liability positions, as applicable.

NOTE 11.  DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents

The carrying amount approximates fair value due to the short-term maturity of these instruments.

Liabilities Under Derivative Contracts

Derivative contracts are carried on the accompanying condensed consolidated balance sheets at fair value. See Note 9.

17

Rainbow National Services LLC and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)

 (Dollars in thousands)

(unaudited)

Bank Debt, Senior Notes and Senior Subordinated Notes

The fair values of each of the Company’s debt instruments are based on quoted market prices for the same or similar issues or on the current rates offered to the Company for instruments of the same remaining maturities.

The carrying values and estimated fair values of the Company’s financial instruments, excluding those that are carried at fair value in the accompanying condensed consolidated balance sheets, are summarized as follows:

	September 30, 2009
	Carrying Amount		Estimated Fair Value
Debt instruments:
Bank debt (a)	$	601,250	$	601,250
Senior notes	299,215		303,750
Senior subordinated notes	323,754		340,438
	$	1,224,219	$	1,245,438

	December 31, 2008
	Carrying Amount		Estimated Fair Value
Debt instruments:
Bank debt (a)	$	700,000	$	700,000
Senior notes	299,014		270,000
Senior subordinated notes	323,564		289,250
	$	1,322,578	$	1,259,250

(a)The carrying value of the Company’s bank debt which bears interest at variable rates approximates its fair value.

Fair value estimates related to the Company’s debt instruments presented above are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

18

EX-99.2

Exhibit 99.2

Rainbow National Services LLC and Subsidiaries

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

For the Three and Nine Months Ended September 30, 2009 and 2008

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period ended September 30, 2009 is separately furnished by Rainbow National Services LLC and its subsidiaries (“RNS” and collectively with its subsidiaries, the “Company”, “we”, “us” or “our”).

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that constitute forward looking information within the meaning of the Private Securities Litigation Reform Act of 1995.  In this Management’s Discussion and Analysis of Financial Condition and Results of Operations, there are statements concerning our future operating and future financial performance.  Words such as “expects”, “anticipates”, “believes”, “estimates”, “may”, “will”, “should”, “could”, “potential”, “continue”, “intends”, “plans” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements.Investors are cautioned that such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors.  Factors that may cause such differences to occur include, but are not limited to:

·the level of our revenues;

·demand for advertising inventory;

·the cost of programming and industry conditions;

·changes in the laws or regulations under which we operate;

·the outcome of litigation and other proceedings, including the matters described in the notes to our condensed consolidated financial statements;

·general economic conditions in the areas in which we operate;

·the state of the market for debt securities and bank loans;

·our ability to obtain or produce content for our programming businesses;

·the level of our capital expenditures;

·the level of our expenses;

·future acquisitions and dispositions of assets;

·the demand for our programming among cable television system operators, direct broadcast satellite (“DBS”) operators and telephone companies and our ability to maintain and renew affiliation agreements with cable television system operators, DBS operators and telephone companies;

1

·market demand for new programming services;

·whether pending uncompleted transactions, if any, are completed on the terms and at the times set forth (if at all);

·other risks and uncertainties inherent in our programming businesses;

·financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate, and the additional factors described herein.

We disclaim any obligation to update or revise the forward looking statements contained herein, except as otherwise required by applicable federal securities laws.

Overview

All dollar amounts and per unit data, included in the following discussion are presented in thousands.

We provide television programming to cable television system operators, DBS operators and telephone companies (collectively referred to as “operators”) primarily throughout the United States.  We own three nationally distributed 24-hour entertainment programming networks:  AMC, WE tv and IFC.

Our future performance is dependent, to a large extent, on general economic conditions including the impact of direct competition, our ability to manage our businesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.

Continued market disruptions from the world-wide financial crisis could cause broader economic downturns, which may lead to lower demand for our products, such as lower levels of television advertising and increased incidence of our advertising customer’s inability to pay for the services we provide.  We have experienced some of the effects of this economic downturn.  Continuation of events such as these may adversely impact our results of operations, cash flows and financial position.

We earn revenues in two principal ways.  First, we receive affiliation payments from operators.  These revenues are generally earned on a per subscriber basis under multi-year contracts with those operators referred to as “affiliation agreements”. The specific affiliation fee revenues we earn vary from period to period, operator to operator and also vary among our networks, but are generally based upon the number of each operator’s subscribers who receive our programming, referred to as “viewing subscribers,” or are a fixed contractual monthly fee.

The second principal source of revenues is from advertising.  Under our affiliation agreements, we have the right to sell a specific amount of national advertising time on our programming networks.  Our advertising revenues are more variable than affiliation fee revenues because most of our advertising is sold on a short-term basis, not under long-term contracts.  Also, most of our advertising revenues vary based upon the popularity of our programming as measured by rating services.

2

We seek to grow our revenues by increasing the number of operators that carry our services and the number of viewing subscribers.  We refer to this as our “penetration.”  AMC, which is widely distributed, has less ability to increase its penetration than WE tv and IFC, which are not as widely distributed as AMC, a primarily analog service.  WE tv and IFC, although carried by many of the larger operators, have higher growth opportunities due to their current penetration levels with those operators.  IFC is currently carried primarily on digital tiers, while WE tv is carried on either analog expanded basic or digital tiers.  Therefore, WE tv and IFC penetration rates may increase if operators are successful in converting their analog subscribers to highly penetrated digital tiers of service. Our revenues may also increase over time through contractual rate increases stipulated in certain of our affiliation agreements.  In negotiating for increased or extended carriage, we may be subject to requests by operators to make upfront payments in exchange for additional subscribers or extended carriage, which we record as deferred carriage fees and which are amortized as a reduction to revenue over the period of the related affiliation agreements, or to waive for a specified period or accept lower per subscriber fees if certain additional subscribers are provided. We also may help fund the operators’ efforts to market our channels. As we continue our efforts to add subscribers, our subscriber revenue may be negatively affected by subscriber acquisition fees (deferred carriage), discounted subscriber fees and other payments; however, we believe that these transactions generate a positive return on investment over the contract period.  We seek to increase our advertising revenues by increasing the number of minutes of national advertising sold and by increasing the rates we charge for such advertising, but, ultimately, the level of our advertising revenues, in most cases, is directly related to the overall distribution of our programming, penetration of our services and the popularity (including within desirable demographic groups) of our services as measured by rating services.

Our principal goals are to increase our affiliation fee revenues and our advertising revenues by increasing distribution and penetration of our services.  To do this, we must continue to contract for and produce high-quality, attractive programming.  One of our greatest challenges arises from the increasing concentration of subscribers in the hands of a few operators, creating disparate bargaining power between the largest operators and us.  This increased concentration could adversely affect our ability to increase the penetration of our services or even result in decreased penetration.  In addition, this concentration gives those operators greater leverage in negotiating the price and other terms of affiliation agreements.

The Company had three customers that in the aggregate accounted for approximately 30% of the Company’s consolidated net trade receivable balances at September 30, 2009 and December 31, 2008, respectively, which exposes the Company to a concentration of credit risk.  These customers accounted for approximately 36% and 37% of the Company’s net revenues for the nine months ended September 30, 2009 and 2008, respectively.  As a result of this concentration, the potential impact of a loss of any one of our major affiliate relationships would have a significant adverse impact on our business.

The Company classifies its business interests into two reportable segments:  AMC Networks (which comprises AMC and WE tv) and IFC.

3

Cautionary Note Concerning Historical Financial Statements

Our financial information does not necessarily reflect what our results of operations and financial position would have been if we had operated as an entity separate from Cablevision, our indirect parent, during the periods presented herein.

4

Results of Operations

The following tables set forth on a historical basis certain items related to operations as a percentage of net revenues for the periods indicated.

RESULTS OF OPERATIONS DATA

	Three Months Ended September 30,
	2009					2008
				% of Net					% of Net		Favorable
	Amount			Revenues		Amount			Revenues		(Unfavorable)
Revenues, net	$	206,175		100	%	$	185,029		100	%	$	21,146
Operating expenses:
Technical and operating (excluding depreciation and amortization shown below)	59,969			29		50,779			27		(9,190		)
Selling, general and administrative	52,808			26		55,137			30		2,329
Restructuring expense	—			—		4			—		4
Depreciation and amortization	14,168			7		14,826			8		658
Operating income	79,230			38		64,283			35		14,947
Other income (expense):
Interest expense, net	(18,661		)	(9	)	(22,575		)	(12	)	3,914
Loss on derivative contracts, net	(515		)	—		—			—		(515		)
Miscellaneous, net	191			—		(118		)	—		309
Income before income taxes	60,245			29		41,590			22		18,655
Income tax expense	(18,748		)	(9	)	(15,579		)	(8	)	(3,169		)
Net income	$	41,497		20	%	$	26,011		14	%	$	15,486

5

	Nine Months Ended September 30,
	2009					2008
				% of Net					% of Net		Favorable
	Amount			Revenues		Amount			Revenues		(Unfavorable)
Revenues, net	$	599,322		100	%	$	550,165		100	%	$	49,157
Operating expenses:
Technical and operating (excluding depreciation and amortization shown below)	171,906			29		146,616			27		(25,290		)
Selling, general and administrative	159,233			27		163,331			30		4,098
Restructuring expense	—			—		323			—		323
Depreciation and amortization	43,381			7		44,470			8		1,089
Operating income	224,802			37		195,425			36		29,377
Other income (expense):
Interest expense, net	(57,022		)	(10	)	(66,875		)	(12	)	9,853
Loss on derivative contracts, net	(3,230		)	—		—			—		(3,230		)
Miscellaneous, net	302			—		(401		)	—		703
Income before income taxes	164,852			27		128,149			23		36,703
Income tax expense	(58,510		)	(9	)	(48,541		)	(9	)	(9,969		)
Net income	$	106,342		18	%	$	79,608		14	%	$	26,734

6

Comparison of the Three and Nine Months Ended September 30, 2009 Versus the Three and Nine Months Ended September 30, 2008

Revenues, net for the three and nine months ended September 30, 2009 increased $21,146 (11%) and $49,157 (9%) respectively, as compared to revenues for the same periods in the prior year.  The net increases are attributable to the following:

	Comparison of Three Months Ended September 30, 2009 Versus Three Months Ended September 30, 2008
	AMC Networks		IFC			Total
Increase (decrease) in:
Advertising/sponsorship revenue	$	12,000	$	993		$	12,993
Affiliation fee revenue	5,611		2,516			8,127
Other revenue	430		(404		)	26
	$	18,041	$	3,105		$	21,146

	Comparison of Nine Months Ended September 30, 2009 Versus Nine Months Ended September 30, 2008
	AMC Networks		IFC			Total
Increase (decrease) in:
Advertising/sponsorship revenue	$	20,415	$	(411	)	$	20,004
Affiliation fee revenue	20,514		8,614			29,128
Other revenue	1,039		(1,014		)	25
	$	41,968	$	7,189		$	49,157

The increase in advertising revenue for the three and nine months ended September 30, 2009 compared to the respective prior year periods at AMC Networks resulted principally from higher units sold at AMC and improved program ratings at WE tv. The increase in sponsorship revenue at IFC for the three months ended September 30, 2009 compared to the same period in the prior year resulted from sponsorship of original programming premieres during the quarter.  The decrease in sponsorship revenue at IFC for the nine months ended September 30, 2009 compared to the same period in the prior year is due to the impact of current economic conditions.  The increase in affiliation fee revenue for the three and nine months ended September 30, 2009 compared to the same periods in the prior year is due to increases in affiliation rates and increases in viewing subscribers (see table below).  Viewing subscribers as of September 30, 2009 compared to the same period in the prior year, increased 2.7% and 3.3% at AMC Networks and IFC, respectively.

	As of September 30, 2009	As of June 30, 2009	As ofSeptember 30, 2008
Viewing Subscribers:
AMC	86,900	86,600	85,800
WE tv	62,200	62,200	59,400
IFC	49,800	49,800	48,200

The Company believes the WE tv and IFC programming services may benefit from increased distribution, especially on the digital tiers of cable television system operators as digital

7

penetration increases, and increased advertising revenues as cable networks, including ad-supported niche programming networks (such as WE tv), attract a greater advertising market share.  These increases could potentially be offset by lower net effective rates per viewing subscriber for our programming services due to the consolidation of operators and limited opportunities for increases in distribution in the United States for our substantially fully penetrated AMC programming service.  Changes in the viewership ratings of our AMC and WE tv programming services may also significantly affect future advertising revenues.

Technical and operating expenses include primarily amortization of program rights, including those for feature films and non-film programming, and programming and production costs.  Depreciation and amortization expense of fixed assets and definite lived intangibles is not included in technical and operating expenses but is presented as a separate operating expense.

Technical and operating expenses for 2009 increased $9,190 (18%) and $25,290 (17%) for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008.  The net increases in technical and operating expenses are attributed to the following:

	Comparison of Three Months Ended September 30, 2009 Versus Three Months Ended September 30, 2008
	AMC Networks		IFC		Total
Increase in:
Amortization of programming content and series development/original programming rights	$	7,032	$	1,610	$	8,642
Programming related costs	438		110		548
	$	7,470	$	1,720	$	9,190

The increase in amortization of programming content and series development/original programming costs of $7,032 and $1,610 at AMC Networks and IFC, respectively, for the three months ended September 30, 2009 compared to the same period in the prior year is due primarily to increased amortization of non-film programming rights.

	Comparison of Nine Months Ended September 30, 2009 Versus Nine Months Ended September 30, 2008
	AMC Networks		IFC			Total
Increase (decrease) in:
Amortization of programming content and series development/original programming rights	$	18,149	$	3,986		$	22,135
Programming related costs	3,237		(82		)	3,155
	$	21,386	$	3,904		$	25,290

The increase in amortization of programming content and series development/original programming costs of $18,149 at AMC Networks for the nine months ended September 30, 2009 compared to the same period in the prior year is due primarily to increased amortization of non-film programming rights, and to a lesser extent, higher costs incurred related to development of original programming.   The increase in amortization of programming content and series development/original programming costs of $3,986 at IFC for the nine months ended September 30, 2009 compared to the same period in the prior year is due primarily to increased amortization

8

of film and non-film programming costs, partially offset by a decrease in costs incurred related to development of original programming.

The increase in programming related costs at AMC Networks is due primarily to increased interstitial programming costs and high-definition formatting costs.

As a percentage of revenues, technical and operating expenses increased to 29% for the three and nine months ended September 30, 2009 compared to 27% for the same periods in 2008.  For the year ending 2009, we expect that technical and operating expenses as a percentage of revenues will be moderately greater than the same period in 2008.

There may be significant changes in the level of our expenses from quarter to quarter and/or changes year to year due to content acquisitions and/or original programming costs.  As additional competition for product increases from new programming services and alternate distribution technologies continue to develop in the industry, costs for content acquisitions and/or original programming may increase.

Selling, general and administrative expenses include primarily sales, marketing and advertising expenses, administrative costs and costs of facilities.  Selling, general and administrative expenses decreased $2,329 (4%) and $4,098 (3%) for the three and nine months ended September 30, 2009, respectively, as compared to the same periods in 2008.  The net decrease is attributable to the following:

	Comparison of Three Months Ended September  30, 2009 Versus Three Months Ended September 30, 2008
	AMC Networks			IFC			Total
Increase (decrease) in:
Sales and marketing costs	$	(2,292	)	$	(561	)	$	(2,853	)
Other general and administrative costs	(46		)	269			223
Management fees	604			—			604
Share-based compensation expense and expenses relating to Cablevision’s long-term incentive plans	(110		)	(193		)	(303		)
	$	(1,844	)	$	(485	)	$	(2,329	)

The decrease in sales and marketing costs at AMC Networks and IFC of $2,292 and $561, respectively, is primarily related to a decrease in spending for the marketing and promotion of original programming during the three months ended September 30, 2009 compared to the same period in the prior year.  Management fees increased due to the increased revenues of AMC Networks in 2009 compared to 2008.  Pursuant to an agreement with CSC Holdings, a wholly-owned subsidiary of Cablevision, AMC LLC and WE LLC pay an annual management fee of 3.5% of their revenues (as defined under the terms of the agreement) to CSC Holdings on a monthly basis.

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	Comparison of Nine Months Ended September 30, 2009 Versus Nine Months Ended September 30, 2008
	AMC Networks			IFC			Total
Increase (decrease) in:
Sales and marketing costs	$	(10,313	)	$	(871	)	$	(11,184	)
Other general and administrative costs	2,638			1,479			4,117
Management fees	1,505			—			1,505
Share-based compensation expense and expenses relating to Cablevision’s long-term incentive plans	1,371			93			1,464
	$	(4,799	)	$	701		$	(4,098	)

The decrease in sales and marketing costs at AMC Networks and IFC of $10,313 and $871, respectively, is primarily related to a decrease in spending for the marketing and promotion of original programming during the nine months ended September 30, 2009 compared to the same period in the prior year.  The increase in other general and administrative costs at AMC Networks is primarily due to increased parent company allocations of $2,650, partially offset by a decrease in other general and administrative costs.  The increase in other general and administrative costs at IFC is due primarily to increased parent company allocations of $951 and an increase in employee related costs of $894, partially offset by a decrease in professional fees of $352. Management fees increased due to the increased revenues of AMC Networks in 2009 compared to 2008.

As a percentage of revenues, selling, general and administrative expenses decreased to 26% and 27% for the three and nine months ended September 30, 2009, respectively, compared to 30% for the same periods in 2008 which is principally a result of a net decrease in spending for the marketing and promotion of original programming.

There may be significant changes in the level of our expenses from quarter to quarter due to the timing of promotion and marketing of original programming and the number of premieres that occur during a quarter.  The decrease in selling, marketing and advertising costs at the AMC, WE tv and IFC businesses for the nine months ended September 30, 2009 as compared to the same period in 2008 may not be indicative of the anticipated full year results for the year ending December 31, 2009.

Restructuring expense of $4 and $323 for the three and nine months ended September 30, 2008, respectively, represents severance charges resulting from the elimination of certain staff positions due to the consolidation and reorganization of certain departments.

Depreciation and amortization decreased $658 (4%) and $1,089 (2%) for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008.  The decrease is due primarily to a decrease in amortization of intangible assets of $568 and $913 for the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008 due to certain intangible assets becoming fully amortized in the second quarter of 2009.

Net interest expense decreased $3,914 (17%) and $9,853 (15%) for the three and nine months ended September 30, 2009, respectively, compared to the same periods in the prior year. The net decreases are attributable to the following:

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	Three Months			Nine Months
	Ended September 30, 2009
Increase (decrease):
Due to lower average interest rates on our indebtedness	$	(3,352	)	$	(12,090	)
Due to change in average debt balances as a result of amounts drawn under our revolving credit facility primarily in June 2008 of which $80,000 was repaid during the nine months ended September 30, 2009	(763		)	1,065
Due to a decrease in interest income	239			974
Other	(38		)	198
	$	(3,914	)	$	(9,853	)

Loss on derivative contracts, net was $(515) and $(3,230) for the three and nine months ended September 30, 2009, respectively.  As the underlying interest rate swap contracts were entered into in November 2008 (see below), there was no such loss in the three and nine months ended September 30, 2008.  The interest rate swap contracts effectively fix the borrowing rates on a substantial portion of the Company’s floating rate debt to limit the exposure against the risk of rising rates.  The loss on interest rate swap contracts resulted from a shift in the yield curve over the life of the swap contracts.

Income tax expense of $18,748 and $58,510 for the three and nine months ended September 30, 2009, respectively, resulted primarily from pretax income, the impact of state income taxes, non-deductible expenses and a tax benefit of $2,763 recorded in the third quarter of 2009 resulting from a change in the rate used to measure deferred taxes.

Income tax expense of $15,579 and $48,541 for the three and nine months ended September 30, 2008, respectively, resulted primarily from pretax income, the impact of state income taxes and non-deductible expenses.

CASH FLOW DISCUSSION

Operating Activities

Net cash provided by operating activities amounted to $179,052 for the nine months ended September 30, 2009 compared to $103,740 for the nine months ended September 30, 2008.  The 2009 cash provided by operating activities resulted from $285,632 of income before depreciation and amortization and non-cash items and an increase in cash resulting from an increase in accounts payable to affiliates of $64,263, partially offset by a decrease in cash resulting from the acquisition of and payment of obligations relating to programming rights totaling $165,219, carriage fee payments of $2,453 and an increase in net other assets totaling $3,171.

Net cash provided by operating activities amounted to $103,470 for the nine months ended September 30, 2008. The 2008 cash provided by operating activities resulted from $245,321 of income before depreciation and amortization and non-cash items and an increase in cash resulting from a decrease in net other assets totaling $7,717, partially offset by the acquisition of and payment of obligations relating to programming rights totaling $130,875 and carriage fee payments of $18,693.

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Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2009 and 2008 was $1,313 and $4,297, respectively.  The 2009 investing activities consisted of capital expenditures of $1,063 and payments for the acquisition of a business of $250.  Capital expenditures in 2008 of $4,112 consisted of capital expenditures which were primarily for the purchase of technical equipment for the transmission of our networks in high-definition and payments for the acquisition of a business of $185.

Financing Activities

Net cash used in financing activities amounted to $177,260 for the nine months ended September 30, 2009 compared to $137,280 for the nine months ended September 30, 2008.  In 2009, financing activities consisted of capital distributions to our parent of $78,000, repayment of bank debt of $98,750 and principal payments on capital leases of $510.

Net cash used in financing activities amounted to $137,280 for the nine months ended September 30, 2008.  In 2008, financing activities consisted of capital distributions to our parent of $305,000, repayment of bank debt of $53,750, payment of financing costs of $2,941 associated with a new incremental revolver supplement entered into in June 2008 and principal payments on capital leases of $589, partially offset by proceeds from bank debt of $225,000.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The operations of the businesses that are included in our condensed consolidated financial statements collectively have historically generated positive cash flow from operating activities.  However, each of our programming businesses has substantial programming, acquisition and development expenditure requirements.

We generated positive net cash from operating activities for the nine months ended September 30, 2009 and 2008.  Sources of cash include primarily cash flow from the operations of our businesses and borrowings under our revolving credit facilities.  Our principal uses of cash include our debt service and the net funding and investment requirements of certain other programming services that we do not own, including Rainbow’s regional news networks (“News 12 Networks”) and the VOOM HD Networks.  We currently expect our net funding and investment requirements for the next twelve months, including term loan repayments aggregating $25,000, will be met by one or more of the following:  our cash on hand, cash generated by our operating activities and available borrowings under our credit facilities.  Our decision as to the use of cash on hand, cash generated from operating activities and borrowings under our bank credit facilities will be based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, the timing of cash flow generation and the cost of borrowing under our bank credit facilities.  Moreover, we will monitor the credit markets and may seek opportunities to issue debt, the proceeds of which could be used to fund cash requirements or make distributions to CSC Holdings or other Rainbow businesses that we do not own.  We have accessed the debt markets for significant amounts of capital in the past and may do so in the future.  During the nine months ended September 30, 2009, we distributed $78,000

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to Rainbow Programming Holdings LLC, our direct parent, to, among other things, fund certain other programming services, including News 12 Networks and VOOM HD Networks.

We have assessed the implications of the recent distress in the capital and credit markets on our ability to meet our net funding and investing requirements over the next twelve months and we believe that a combination of cash-on-hand, cash generated from operating activities and availability under our revolving credit facilities should provide us with sufficient liquidity. However, continued market disruptions could cause broader economic downturns, which may lead to lower demand for our services, such as lower levels of advertising.  These events would adversely impact our results of operations, cash flows and financial position.  Although we currently believe that amounts available under our revolving credit facilities will be available when, and if needed, we can provide no assurance that access to such funds will not be impacted by adverse conditions in the financial markets. The obligations of the financial institutions under our revolving credit facilities are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.  We continue to evaluate options to manage our liquidity and capital structure.

The following table summarizes our outstanding debt, including capital lease obligations, as well as interest expense and capital expenditures as of and for the nine months ended September 30, 2009:

Bank debt	$	601,250
Capital lease obligations	12,144
Senior notes	299,215
Senior subordinated notes	323,754
Total debt	$	1,236,363
Interest expense	$	57,210
Capital expenditures	$	1,063

Debt Financing Agreements

We have an $800,000 senior secured credit facility (the “Credit Facility”), which consists of a $500,000 term A loan facility and a $300,000 revolving credit facility.  The term A loan facility matures June 30, 2013 and the revolving credit facility matures June 30, 2012.  The Credit Facility allows us to utilize up to $50,000 of the revolving credit facility for letters of credit and up to $5,000 for a swing loan.  Further, the Credit Facility provides for an incremental facility of up to $925,000, provided that it be for a minimum amount of $100,000.  On June 3, 2008, we entered into an Incremental Revolver Supplement (“Incremental Revolver”) whereby we received commitments from lenders in the amount of $280,000.  The interest rate under the Incremental Revolver is 2.0% over the Eurodollar rate for Eurodollar-based borrowings and 1.0% over the Base Rate for Base Rate borrowings (as defined in the Incremental Revolver).  The Incremental Revolver matures on June 30, 2012 and the terms and conditions of the Incremental Revolver are no more restrictive than those of our Credit Facility.  Borrowings under the Incremental Revolver may be repaid without penalty at any time.  There were no borrowings outstanding under the Incremental Revolver facility at September 30, 2009.

Outstanding borrowings under our term A loan facility and the original revolving credit facility were $456,250 and $145,000, respectively, at September 30, 2009.  At September 30, 2009, the weighted average interest rate on both the term A loan facility and amounts drawn under the

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original revolving credit facility was 1.24%.  As of September 30, 2009, $145,000 of the revolving credit facility was drawn and we had $435,000 in total undrawn revolver commitments consisting of $155,000 under our original revolver and $280,000 under the Incremental Revolver, which undrawn amounts were available to be drawn to meet our net funding and investment requirements.  We are obligated to pay fees of 0.375% per annum on any undrawn revolver commitment.

Borrowings under the Credit Facility are our direct obligations which are guaranteed jointly and severally by substantially all of our subsidiaries and by Rainbow Programming Holdings LLC, our direct parent.  Such borrowings are secured by the pledge of our stock and the stock of substantially all of our subsidiaries and all of our other assets and the assets of substantially all of our subsidiaries (subject to certain limited exceptions).  The term A loan requires quarterly repayments of $6,250 in 2009 and 2010, $12,500 in 2011 and 2012 and $162,500 on March 31, 2013 and June 30, 2013, the maturity of the term A loan.  Any amounts outstanding under the revolving credit facilities are due at maturity on June 30, 2012.

The Credit Facility contains various financial and other covenants.  As defined in the Credit Facility, the financial covenants consist of (i) a minimum ratio of operating cash flow to total interest expense for each quarter of 1.75 to 1, (ii) a maximum cash flow ratio of total indebtedness to operating cash flow of 6.25 to 1, and (iii) a maximum senior secured leverage ratio of senior secured debt to operating cash flow of 5.50 to 1.  Additional covenants include restrictions on indebtedness, guarantees, liens, investments, dividends and distributions and transactions with affiliates.

We were in compliance with all of our financial covenants under our Credit Facility and our Incremental Revolver as of September 30, 2009.

As of September 30, 2009, we also have outstanding $300,000 principal amount of 8 3/4% senior notes due September 1, 2012 and $325,000 principal amount of 10 3/8% senior subordinated notes due September 1, 2014.  These notes are guaranteed by substantially all of our subsidiaries.

The indentures under which the senior notes and the senior subordinated notes were issued contain various other covenants, which are generally less restrictive than those contained in the Credit Facility.

Future access to the debt markets and the cost of any future debt issuances are also influenced by our credit ratings, which are provided by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s.  Key factors in the assessment of our credit ratings include our free cash flow generating capacity, fiscal strategy, enterprise value and industry risk.  Our corporate credit rating is Ba2 by Moody’s with a stable outlook and BB by Standard & Poor’s with a negative outlook.  Any future downgrade to our credit ratings by either rating agency could increase the interest rate on future debt issuances and could adversely impact our ability to raise additional funds.

In November 2008, we entered into interest rate swap contracts with a notional amount of $450,000 to effectively fix borrowing rates on a substantial portion of our floating rate debt.  These contracts are not designated as hedges for accounting purposes.

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The table below summarizes certain terms of these interest rate swap contracts as of September 30, 2009:

Maturity Date	Notional Amount		Weighted Average Fixed Rate Paid by the Company		Weighted Average Effective Floating Rate Received by the Companyat September 30, 2009*
November 2009	$	450,000	1.84	%	0.24	%

*Represents the floating rate received under our interest rate swap contracts at September 30, 2009 and does not represent the rates to be received on future payments.

As a result of the interest rate swap transactions, the interest rate paid on approximately 88% of our debt (excluding capital leases) is effectively fixed (51% being fixed rate obligations and 37% is effectively fixed through utilization of these interest rate swap contracts) as of September 30, 2009.

Interest Rate Risk

To manage interest rate risk, we have entered into interest rate swap contracts to adjust the proportion of total debt that is subject to variable interest rates.  Such contracts effectively fix the borrowing rates on floating rate debt to limit the exposure against the risk of rising rates.  We do not enter into interest rate swap contracts for speculative or trading purposes and have only entered into transactions with counterparties that are rated investment grade.  We monitor the financial institutions that are counterparties to our interest rate swap contracts and we diversify our swap contracts among various counterparties to mitigate exposure to any single financial institution.

Interest rate risk is primarily a result of exposures to changes in the level, slope and curvature of the yield curve, the volatility of interest rates and credit spreads.

As discussed above, we have entered into interest rate swap contracts.  All such contracts are carried at their fair values on our condensed consolidated balance sheets, with changes in value reflected in the condensed consolidated statements of income.

Commitments and Contingencies

As of September 30, 2009, the Company’s commitments and contingencies not reflected on the Company’s condensed consolidated balance sheet, consisting primarily of long-term program rights obligations, long-term affiliate transmission service commitments and marketing commitments, increased approximately $11,800 to approximately $222,400 at September 30, 2009 as compared to $210,600 at December 31, 2008.  The increase relates primarily to an increase in commitments for future program rights obligations of approximately $21,000, partially offset by payments made towards the commitment for technical support and affiliate transmission services of approximately $7,000, operating lease payments of approximately $800 and marketing payments of approximately $500.

Recently Issued Accounting Pronouncements

In August 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-05, Measuring Liabilities at Fair Value, which provides

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clarification that in circumstances where a quoted market price in an active market for an identical liability is not available, a reporting entity must measure fair value of the liability using one of the following techniques: (a) the quoted price of the identical liability when traded as an asset; (b) quoted prices for similar liabilities or similar liabilities when traded as assets; or (c) another valuation technique, such as a present value technique or the amount that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability that is consistent with the provisions of Accounting Standards Codification (“ASC”) Topic 820.  ASU No. 2009-05 will be effective for the Company in the fourth quarter of 2009.

In September 2009, the FASB issued ASU No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which provides guidance on how to determine the fair value of an alternative investment when fair value is not readily determinable and an investor is provided only with a net asset value per share (or its equivalent) by the investee that has been calculated in a manner consistent with GAAP for investment companies (ASC Topic 946).  ASU No. 2009-12 requires an investor to disclose (a) by major category of investment the attributes of each investment it holds that meet the criteria of ASU No. 2009-12 and (b) the investment strategies of the investees.  ASU No. 2009-12 will be effective for the Company in the fourth quarter of 2009.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements, which provides amendments that (a) update the criteria for separating consideration in multiple-deliverable arrangements, (b) establish a selling price hierarchy for determining the selling price of a deliverable, and (c) replace the term “fair value” in the revenue allocation guidance with the term “selling price” to clarify that the allocation of revenue is based on entity-specific assumptions.  ASU No. 2009-13 eliminates the residual method of allocating arrangement consideration to deliverables, requires the use of the relative selling price method and requires that a vendor determine its best estimate of selling price in a manner consistent with that used to determine the price to sell the deliverable on a standalone basis.  ASU No. 2009-13 requires a vendor to significantly expand the disclosures related to multiple-deliverable revenue arrangements with the objective to provide information about the significant judgments made and changes to those judgments and how the application of the relative selling-price method affects the timing or amount of revenue recognition.  ASU No. 2009-13 is required to be adopted on a prospective basis for revenue arrangements entered into or materially modified for fiscal years beginning on or after June 15, 2010.  Early adoption is permitted.

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