NOTE 15.

BENEFIT PLANS

Plan Descriptions

Qualified and Non-qualified Defined Benefit Plans

Cablevision Retirement Plans (collectively, the "Cablevision Defined Benefit Plans")

The Company sponsors a non-contributory qualified defined benefit cash balance retirement plan (the "Pension Plan") for the benefit of non-union employees other than those of the theatre business, Bresnan Cable and Newsday (subsequent to May 1, 2009). Under the Pension Plan, the Company credits a certain percentage of eligible pay into an account established for each participant which is credited with a market based rate of return monthly.

The Company also maintains an unfunded non-contributory non-qualified defined benefit excess cash balance plan ("Excess Cash Balance Plan") covering certain employees of the Company who participate in the Pension Plan, as well as an additional unfunded non-contributory non-qualified defined benefit plan ("CSC Supplemental Benefit Plan") for the benefit of certain officers and employees of the Company which provides that, upon attaining normal retirement age, a participant will receive a benefit equal to a specified percentage of the participant's average compensation, as defined. All participants are 100% vested in the CSC Supplemental Benefit Plan.

In May 2011, the Pension Plan was amended whereby all benefits earned by employees of AMC Networks who participated in the Pension Plan were frozen as of the AMC Networks Distribution date. Also, all active employees of AMC Networks that participated in the Pension Plan who were unvested as of the AMC Networks Distribution became fully vested as of the AMC Networks Distribution date.

Effective January 1, 2010, employees of Madison Square Garden ceased participation in the Pension Plan and Excess Cash Balance Plan and began participation in a Madison Square Garden sponsored cash balance pension plan and an excess cash balance plan (the "MSG Plans Transfer"). Also effective January 1, 2010, Madison Square Garden assumed the liability to pay benefits to its current and former employees who had previously participated in the Pension Plan and Excess Cash Balance Plan.

Plan Results for Defined Benefit Plans

Summarized below is the funded status and the amounts recorded on the Company's consolidated balance sheets for all of the Company's qualified and non-qualified defined benefit pension plans at December 31, 2011 and 2010:

	Cablevision Defined Benefit Plans
	2011			2010
Change in benefit obligation:
Benefit obligation at beginning of year	$	309,028		$	301,716
Service cost		39,253			40,786
Interest cost		16,321			14,354
Settlement gain on the Excess Cash Balance Plan in connection with the AMC Networks Distribution(a)		(3,454	)		-
Curtailment loss on the Pension Plan in connection with the AMC Networks Distribution (a)		1,848			-
Actuarial loss (gain)		60			(21,366	)
Benefits paid		(18,690	)		(10,820	)
Benefit obligations relating to Madison Square Garden as a result of the MSG Plans Transfer(b)		-			(15,642	)
Benefit obligation at end of year		344,366			309,028

Change in plan assets:
Fair value of plan assets at beginning of year		228,112			194,468
Actual return on plan assets, net		16,394			3,935
Employer contributions		66,306			50,109
Benefits paid		(18,690	)		(10,820	)
Plan assets relating to Madison Square Garden as a result of the MSG Plans Transfer(c)		-			(9,580	)
Fair value of plan assets at end of year		292,122			228,112

Unfunded status at end of year	$	(52,244	)	$	(80,916	)

______________

(a)	Represents amounts calculated as of June 30, 2011 which represented the date employees of AMC Networks ceased active participation in the Cablevision Defined Benefit Plans.

(b)	Represents amounts calculated on January 1, 2010 which represented the date employees of Madison Square Garden ceased participation in the Cablevision Defined Benefit Plans.

(c)

Represents the fair value as of January 1, 2010 of the plan assets that were held by the Pension Plan related to employees of Madison Square Garden who ceased participation in the Pension Plan. In April 2011, assets with a fair value of $9,261 were transferred from the Pension Plan to a Madison Square Garden sponsored cash balance pension plan, which reflects activity that occurred between January 1, 2010 and the transfer date.

Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive loss for the years ended December 31, 2011 and 2010 are as follows:

	Cablevision Defined Benefit Plans
	2011			2010

Actuarial gain	$	(5,517	)	$	(19,186	)
Recognized actuarial loss		(1,988	)		(5,831	)
Transfer of unrecognized actuarial loss to Madison Square Garden as a result of the MSG Plans Transfer		-			(3,712	)
Transfer of unrecognized prior service cost to Madison Square Garden as a result of the MSG Plans Transfer		-			(155	)
	$	(7,505	)	$	(28,884	)

Approximately $401 in accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost during the next fiscal year relating to the defined benefit plans.

The Company's net funded status relating to its defined benefit plans at December 31, 2011 is as follows:

Cablevision Defined Benefit Plans	$	(52,244	)
Less: Current portion		1,947
Long-term defined benefit plan obligations	$	(50,297	)

Components of the net periodic benefit cost (credit), recorded primarily in selling, general and administrative expenses, for the Cablevision defined benefit plans for the years ended December 31, 2011, 2010 and 2009, are as follows:

	Cablevision Defined Benefit Plans
	2011*			2010*			2009*

Service cost	$	39,253		$	40,786		$	40,862
Interest cost		16,321			14,354			13,359
Expected return on plan assets, net		(10,816	)		(6,116	)		(3,707	)
Recognized prior service cost		-			-			26
Recognized actuarial loss		1,583			5,831			5,265
Settlement loss		-			-			55
Net periodic benefit cost	$	46,341		$	54,855		$	55,860

______________

Includes net periodic benefit costs of approximately $2,332 and $4,988 for the years ended December 31, 2011, and 2010, respectively, relating to AMC Networks employees, and approximately $9,965 for the year ended December 31, 2009 relating to Madison Square Garden and AMC Networks employees, that are reflected as a component of discontinued operations in the Company's consolidated financial statements.

Plan Assumptions for Defined Benefit Plans

Weighted-average assumptions used to determine net periodic cost (made at the beginning of the year) and benefit obligations (made at the end of the year) for the Cablevision defined benefit plans are as follows:

	Weighted-Average Assumptions
	Net Periodic Benefit Cost for the Years Ended December 31,			Benefit Obligations at December 31,
	2011	2010	2009	2011	2010

Discount rate	5.25%	5.17%	5.58%	4.32%	5.25%
Rate of increase in future compensation levels	3.50%	3.50%	4.50%	3.50%	3.50%
Expected rate of return on plan assets (Pension Plan only)	5.04%	4.38%	4.00%	N/A	N/A

In 2011, 2010 and 2009, the discount rates used by the Company in calculating the net periodic benefit cost were determined (based on the expected duration of the benefit payments for the pension plans) from the Buck Consultants' Discount Rate Model (which is developed by examining the yields on selected highly rated corporate bonds), to select a rate at which the Company believed the pension benefits could be effectively settled.

In December 2010, the Pension Plan's actuary completed an experience study of the demographic assumptions used in the actuarial valuation of the Pension Plan. The assumptions reviewed included the expected rates of termination and retirement, as well as the assumed timing of benefit commencements and lump sum utilization rates. Based on this analysis, the actuary developed revised demographic assumptions, which were utilized in calculating the benefit obligations as of December 31, 2010. The use of the revised assumptions resulted in an increase in the Pension Plan's expected duration of benefit payments as compared to the previous years. Although overall discount rates decreased in 2010 as compared to 2009, the increase in the expected duration of benefit payments yielded a higher discount rate as compared to the discount rate under the Pension Plan's historical expected duration of benefit payments.

The Company's expected long-term return on plan assets is based on a periodic review and modeling of the plan's asset allocation structure over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward looking economic outlook, and economic/financial market theory. The expected long-term rate of returns were selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the asset classes covered by the investment policy, and (b) projections of inflation over the long-term period during which benefits are payable to plan participants.

Plan Assets and Investment Policy

The weighted average asset allocations of the Pension Plan at December 31, 2011 and 2010 were as follows:

	Plan Assets at December 31,
	2011			2010
Asset Class:

Fixed income securities		93	%		91	%
Cash equivalents and other(a)		7			9
		100	%		100	%

______________

(a)	Represents investment in mutual funds that invest primarily in money market securities.

The Pension Plan's investment objectives reflect an overall low risk tolerance to stock market volatility. This strategy allows for the Pension Plan to invest in portfolios that would obtain a market rate of return throughout economic cycles, commensurate with the investment risk and cash flow needs of the Pension Plan. This requires the Pension Plan to subject a portion of its assets to increased risk to generate a greater rate of return. The investments held in the Pension Plan are readily marketable and can be sold to fund benefit payment obligations of the plan as they become payable.

Investment allocation decisions are formally made by the Company's Investment and Benefit Committee, which takes into account investment advice provided by its external investment consultant. The investment consultant takes into account expected long-term risk, return, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company's Investment and Benefit Committee. The investment consultant also takes into account the Pension Plan's liabilities when making investment allocation decisions. These decisions are driven by asset/liability studies conducted by the external investment consultant who combine actuarial considerations and strategic investment advice. The major categories of the Pension Plan Trust's assets are cash equivalents and bonds which are marked-to-market on a daily basis. Due to the Pension Plan Trust's significant holdings in long-term government and non-government securities, the Pension Plan Trust's assets are subjected to interest-rate risk; specifically, a rising interest rate environment. However, these assets are structured in an asset/liability framework. Consequently, an increase in interest rates causes a corresponding decrease to the overall liability of the Pension Plan thus creating a hedge against rising interest rates. Additional risks involving the asset/liability framework include earning insufficient returns to cover future liabilities and imperfect hedging of the liability. In addition, a portion of the Pension Plan Trust's bond portfolio is invested in foreign debt securities where there could be foreign currency risks associated with them, as well as in non-government securities which are subject to credit-risk of the bond issuer defaulting on interest and/or principal payments.

Investments at Estimated Fair Value

The fair values of the assets of the Pension Plan at December 31, 2011 by asset class are as follows:

Asset Class	Level I		Level II		Level III		Total


Fixed income securities:
Foreign issued corporate debt	$	-	$	22,832	$	-	$	22,832
U.S. corporate debt		-		73,650		-		73,650
Government debt		-		21,070		-		21,070
U.S. Treasury securities		-		153,870		-		153,870
Other		-		71		-		71
Cash equivalents(a)		18,111		724		-		18,835
Total (b)	$	18,111	$	272,217	$	-	$	290,328

______________

(a)	Primarily represents investments in mutual funds that invest primarily in money market securities.

(b)	Excludes net receivables relating to securities sales that were not settled as of December 31, 2011.

The fair values of the assets of the Pension Plan at December 31, 2010 by asset class are as follows:

Asset Class	Level I		Level II		Level III		Total


Fixed income securities:
Foreign issued corporate debt	$	-	$	5,502	$	-	$	5,502
U.S. corporate debt				35,897				35,897
Government debt		-		7,449		-		7,449
U.S. Treasury securities		-		166,252		-		166,252
Other		-		318		-		318
Cash equivalents(a)		19,271		-		-		19,271
Total(b)	$	19,271	$	215,418	$	-	$	234,689

______________

(a)	Primarily represents investments in mutual funds that invest primarily in money market securities.

(b)	Total amount includes plan assets of $9,451 relating to Madison Square Garden which were transferred in 2011 and excludes net receivables relating to securities sales that were not settled as of December 31, 2010.

Benefit Payments and Contributions for Defined Benefit Plans

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

2012	$	22,994
2013		27,231
2014		30,964
2015		32,788
2016		34,758
2017-2021		199,766

Of the amounts expected to be paid in 2012, the Company has recorded $1,947 as a current liability in its consolidated balance sheets at December 31, 2011, since this amount represents the aggregate benefit payment obligation payable in the next twelve months that exceeds the fair value of aggregate plan assets at December 31, 2011 for the Company's Excess Cash Balance Plan and CSC Supplemental Benefit Plan.

The Company currently expects to contribute approximately $21,600 to the Pension Plan in 2012.

Defined Contribution Benefit Plans

The Company also maintains the Cablevision 401(k) Savings Plan, a contributory qualified defined contribution plan for the benefit of non-union employees of the Company. Employees can contribute a percentage of eligible annual compensation and the Company will make a matching cash contribution or discretionary contribution, as defined in the plan. In addition, the Company maintains an unfunded non-qualified excess savings plan for which the Company provides a matching contribution similar to the Cablevision 401(k) Savings Plan. The cost associated with these plans was $23,011, $23,395 and $21,377 for the years ended December 31, 2011, 2010 and 2009, respectively.