AMC Networks
Annual Report 2015

Plain-text annual report

AMC NETWORKS INC. FORM 10-K (Annual Report) Filed 02/25/16 for the Period Ending 12/31/15 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 11 PENN PLAZA NEW YORK, NY 10001 (212) 324-8500 0001514991 AMCX 4841 - Cable and Other Pay Television Services Broadcasting & Cable TV Services 12/31 http://www.edgar-online.com © Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K þAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2015or¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from to Commission File Number: 1-35106 AMC Networks Inc.(Exact name of registrant as specified in its charter) Delaware 27-5403694(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 11 Penn Plaza, New York, NY 10001(Address of principal executive offices) (Zip Code)(212) 324-8500(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registeredClass A Common Stock, par value $0.01 per share The NASDAQ Stock Market LLCSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes þ No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not becontained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined inExchange Act Rule 12b-2).Large accelerated filerþAccelerated filer¨ Non-accelerated filer¨Smaller reporting company¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þThe aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, computed by reference to the closing price of a share ofcommon stock on June 30, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $4.9 billion .The number of shares of common stock outstanding as of February 10, 2016 :Class A Common Stock par value $0.01 per share60,909,831Class B Common Stock par value $0.01 per share11,484,408 DOCUMENTS INCORPORATED BY REFERENCE:Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant’sdefinitive Proxy Statement for its 2016 Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation14A of the Securities Exchange Act of 1934, as amended, within 120 days of the Registrant’s fiscal year end.TABLE OF CONTENTS PageForward-Looking Statements4Part I Item 1.Business5Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments25Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures25Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26Item 6.Selected Financial Data28Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A.Quantitative and Qualitative Disclosure About Market Risk54Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure55Item 9A.Controls and Procedures55Item 9B.Other Information56Part III Item 10.Directors, Executive Officers and Corporate Governance57Item 11.Executive Compensation57Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters57Item 13.Certain Relationships and Related Transactions, and Director Independence57Item 14.Principal Accounting Fees and Services57Part IV Item 15.Exhibits, Financial Statement Schedules58SIGNATURES623Forward-Looking StatementsThis Annual Report on Form 10-K contains statements that constitute forward-looking information within the meaning of the Private Securities LitigationReform Act of 1995. In this Annual Report on Form 10-K there are statements concerning our future operating results and future financial performance. Wordssuch as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans” and similar words and termsused in the discussion of future operating results and future financial performance identify forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties and that actual results or developments may differmaterially 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;• market demand for our programming networks and our programming;• demand for advertising inventory;• the highly competitive nature of the cable, telecommunications and digital programming industries;•our ability to maintain and renew distribution or affiliation agreements with video programming distributors;•the cost of, and our ability to obtain or produce, desirable programming content for our networks, other forms of distribution, including digital andlicensing in international markets, as well as our independent film distribution business;•market demand for our owned original programming and our independent film content;• the security of our program rights and other electronic data;• the loss of any of our key personnel and artistic talent;• changes in domestic or foreign laws or regulations under which we operate;• economic and business conditions and industry trends in the countries in which we operate;• fluctuations in currency exchange rates and interest rates;•changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in the countries in which we operate;• our substantial debt and high leverage;• reduced access to capital markets or significant increases in costs to borrow;• the level of our expenses;• the level of our capital expenditures;• future acquisitions and dispositions of assets;•our ability to successfully acquire new businesses and, if acquired, to integrate, and implement our plan with respect to businesses we acquire;•problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;• changes in the nature of key strategic relationships with partners and joint ventures;•the outcome of litigation and other proceedings;•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 and distribution business;•financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;•events that are outside our control, such as political unrest in international markets, terrorist attacks, natural disasters and other similar events; and• the factors described under Item 1A, “Risk Factors” in this Annual Report.We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securitieslaws.4Part IItem 1. Business.GeneralAMC Networks Inc. is a Delaware corporation with our principal executive offices located at 11 Penn Plaza, New York, NY 10001. AMC Networks Inc. is aholding company and conducts substantially all of its operations through its majority owned or controlled subsidiaries. Unless the context otherwise requires, allreferences to “we,” “our,” “us,” “AMC Networks” or the “Company” refer to AMC Networks Inc., together with its direct and indirect subsidiaries. “AMCNetworks Inc.” refers to AMC Networks Inc. individually as a separate entity. Our telephone number is (212) 324-8500. Our corporate website ishttp://www.amcnetworks.com and the investor relations section of our website is located at http://investor.amcnetworks.com. We make available, free of chargethrough the investor relations section of our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K andamendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as our proxy statements, as soonas reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). References to ourwebsite in this Annual Report on Form 10-K (this “Annual Report”) are provided as a convenience and the information contained on, or available through, thewebsite is not part of this or any other report we file with or furnish to the SEC.AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (Cablevision SystemsCorporation and its subsidiaries are referred to as “Cablevision”). On June 30, 2011, Cablevision spun off the Company (the “Distribution”), and AMC NetworksInc. became an independent public company. In connection with the Distribution, Cablevision contributed all of the membership interests of Rainbow MediaHoldings LLC (“RMH”) to the Company. RMH owned, directly or indirectly, the businesses included in Cablevision’s Rainbow Media segment. Both Cablevisionand AMC Networks continue to be controlled by Charles F. Dolan, certain members of his immediate family and certain family-related entities (collectively the“Dolan Family”).Our CompanyAMC Networks owns and operates several of the most recognized brands in television, delivering high quality content to audiences and a valuable platformto distributors and advertisers. We have operated in the cable programming industry for more than 30 years, and, over this time, we have continually enhanced thevalue of our network portfolio. Our programming networks are well known and well regarded by our key constituents — our viewers, distributors and advertisers— and have developed strong followings within their respective targeted demographics, increasing their value to distributors and advertisers.In the United States (“U.S.”), our programming channels are AMC, WE tv, BBC AMERICA (our joint venture with BBC Worldwide Americas, Inc.), IFCand SundanceTV. Each of our programming channels have established themselves within their respective markets. Our deep and established presence in theindustry and the recognition we have received for our brands through industry awards and other honors lend us a high degree of credibility with distributors andcontent producers, and help provide us with stable affiliate and studio relationships, advantageous channel placements and heightened viewer engagement. Overthe past several years, we have begun to produce some of our own original programming. Our ability to produce owned high quality content has provided us withthe opportunity to distribute such content on platforms other than our domestic networks. We have principally licensed content for linear distributioninternationally, digital distribution, home video and syndication.Internationally, we deliver programming that reaches subscribers in more than 140 countries and territories, including countries and territories in Europe,Latin America, the Middle East and parts of Asia and Africa. The global division of the Company, AMC Networks International (“AMCNI”) consists of globalbrands, including Sundance Channel and AMC, in the movie and entertainment programming genres, as well as popular, locally recognized channels in variousother programming genres.Our StrategyOur strategy is to maintain and improve our position as a leading programming and entertainment company by owning and operating several of the mostpopular and award-winning brands in cable television that create engagement with audiences globally across multiple media and distribution platforms. The keyfocuses of our strategy are:Continued Development of High-Quality Original Programming . We intend to continue developing strong original programming across all of ourprogramming networks to enhance our brands, strengthen our relationships with our viewers, distributors and advertisers, and increase distribution andaudience ratings. We intend to continue to seek increased distribution of our national networks to grow affiliate and advertising revenues. We believe that ourcontinued investment in original programming supports future growth in distribution and advertising revenue. We also intend to continue to expand theexploitation of our original programming across multiple media and distribution platforms.Increased Global Distribution . We are expanding the distribution of our programming networks around the globe. We first expanded beyond the U.S.market with the launch in Canada of IFC (in 2001) and AMC (in 2006), and Sundance Channel in Europe (in 2010). In 2014, AMC was launchedinternationally and is now available in over 120 countries, replacing the5MGM channel in certain territories. Additionally, Sundance Channel has expanded its distribution to over 70 countries. AMC Networks International'schannels are available in over 390 million homes worldwide.Continued Growth of Advertising Revenue . We have a proven track record of significantly increasing revenue by introducing advertising on networksthat were previously not advertiser-supported. We first accomplished this in 2002, when we moved AMC and WE tv to an advertiser-supported model,followed by IFC in December 2010, and SundanceTV in September 2013. Prior to September 2013, SundanceTV principally sold sponsorships. We seek tocontinue to evolve the programming on each of our networks to achieve even stronger viewer engagement within their respective core targeted demographics,thereby increasing the value of our programming to advertisers and allowing us to obtain higher advertising rates. We are continuing to seek additionaladvertising revenue through higher Nielsen ratings in desirable demographics.Increased Control of Content . We believe that control (including long-term contract arrangements) and ownership of content is becoming increasinglyimportant, and we intend to increase our control position over our programming content. We currently control, own or have long-term license agreementscovering significant portions of our content across our programming networks as well as in our independent film distribution business operated by IFC Films.We intend to continue to focus on obtaining the broadest possible control rights (both as to territory and platforms) for our content.Exploitation of Other Media Platforms . The technological landscape surrounding the distribution of entertainment content has expanded to includeother digital platforms. We distribute our content across many of these platforms, when it makes business sense to do so, so that our viewers can access ourcontent where, when and how they want it. To that end, our programming networks are allowing many of our distributors to offer our content to subscribers oncomputers and other digital devices, and on video-on-demand platforms, all of which permit subscribers to access programs at their convenience. We alsomake our IFC Films library and certain of our other content available on third-party digital platforms such as Netflix, Hulu, Amazon Prime and iTunes. Werecently launched two subscription based, digital video-on-demand services called SundanceNow DocClub TM , featuring independent films anddocumentaries, and Shudder TM , dedicated to the horror genre. In addition to amc.com, which delivers approximately 5 million unique browsers each month,our networks each host dedicated websites that promote their brands, provide programming information and provide access to content.RevenueWe earn revenue principally from the distribution of our programming and the sale of advertising. Distribution revenues primarily include affiliation feespaid by distributors to carry our programming networks as well as revenue earned from the licensing of original programming for digital, foreign and home videodistribution. In 2015 , distribution revenues and advertising sales accounted for 60% and 40% of our consolidated revenues, net, respectively. No customeraccounted for more than 10% of consolidated revenues, net for the year ended December 31, 2015 .Distribution RevenueAffiliation Agreements . Our programming networks are distributed to our viewing audience throughout the U.S. and around the world via cable andother multichannel video programming distribution platforms, including direct broadcast satellite (“DBS”) and platforms operated by telecommunicationsproviders (collectively “distributors”) pursuant to affiliation agreements with the distributors. These agreements, which typically have durations of severalyears, require us to deliver programming that meets certain standards set forth in the agreement. We earn affiliation fees under these agreements, generallybased upon the number of each distributor’s subscribers or, in some cases, based on a fixed contractual monthly fee. Our affiliation agreements also give usthe right to sell a specific amount of advertising time on our programming networks. Our programming networks’ existing affiliation agreements expire atvarious dates through 2024 .We frequently negotiate with distributors in an effort to increase the subscriber base for our networks. We have in some instances made upfrontpayments to distributors in exchange for these additional subscribers or agreed to waive or accept lower subscriber fees if certain numbers of additionalsubscribers are provided. We also may help fund the distributors’ efforts to market our programming networks or we may permit distributors to offer limitedpromotional periods without payment of subscriber fees. As we continue our efforts to add subscribers, our subscriber revenue may be negatively affected bysuch deferred carriage fee arrangements, discounted subscriber fees and other payments; however, we believe that these transactions generate a positive returnon investment over the contract period.Licensing Agreements: Our programming businesses sell rights to our owned original programming and related brands for distribution in a variety offorms including television markets worldwide, subscription video-on-demand (SVOD) services, such as Netflix, Hulu, Amazon Prime and physical (DVD andBlu-ray) formats.Advertising RevenueWe earn advertising revenue by selling advertising time on our programming networks. In the U.S., we sell advertising time in both the upfront andscatter markets. In the upfront market, advertisers buy advertising time for the upcoming season, and by purchasing in advance, often receive discounted rates.In the scatter market, advertisers buy advertising time close to6the time when the commercials will be run, and often pay a premium. The mix between the upfront and scatter markets is based upon a number of factors,such as pricing, demand for advertising time and economic conditions. Internationally, advertising markets vary by jurisdiction. The majority of internationaladvertising is sold close to the time when the commercials will be run (similar to the U.S. scatter market) and we are represented by third-party sales agents ina number of markets.Our arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated price per unit. Inmost domestic advertising sales arrangements, our programming networks guarantee specified viewer ratings for their programming. If these guaranteedviewer ratings are not met, we are generally required to provide additional advertising units to the advertiser at no charge. For these types of arrangements, aportion of the related revenue is deferred if the guaranteed viewer ratings are not met and is subsequently recognized either when we provide the requiredadditional advertising time, the guarantee obligation contractually expires or performance requirements become remote. In the U.S., most of our advertisingrevenues vary based upon the popularity of our programming as measured by Nielsen. In addition to the Nielsen rating, our advertising rates are alsoinfluenced by the demographic mix of our viewing audiences, since advertisers tend to pay premium rates for more desirable demographic groups of viewers.Our programming networks have advertisers representing companies in a broad range of sectors, including the health, automotive, food, insurance andentertainment industries. All of our National Networks use a traditional advertising sales model.ProgrammingWe obtain programming through a combination of development, production and licensing; and we distribute programming directly to consumers in the U.S.and throughout the world through our programming networks as well as theatrical release. Our programming includes original programming that we control, eitherthrough outright ownership or through long-term licensing arrangements, as well as acquired programming that we license from studios and other rights holders.Since our founding in 1980, we have been a pioneer in the cable television programming industry, having created or developed some of the industry’s leadingprogramming networks, with a focus on programming of film and original productions. AMC, which was created in 1984, features original programming thatincludes critically-acclaimed original scripted dramatic series.Original ProgrammingWe contract with some of the industry’s leading production companies to produce most of the original programming that appears on our programmingnetworks. These contractual arrangements either provide us with outright ownership of the programming, in which case we hold all programming and other rightsto the content, or they consist of long-term licensing arrangements, which provide us with exclusive rights to exhibit the content on our programming networks, butmay be limited in terms of specific geographic markets or distribution platforms. The license agreements are typically of multi-season duration and provide us witha right of first negotiation or a right of first refusal on the renewal of the license for additional programming seasons.We also produce certain original programming through our AMC Studios operation, which we license to third-parties as well as amongst our operatingsegments for distribution. Decisions as to how to distribute programming are made on the basis of a variety of factors including the relative value of any particularalternative.Acquired ProgrammingThe majority of the content on our programming networks consists of films, episodic series and specials that we acquire pursuant to rights agreements withfilm studios, production companies or other rights holders. This acquired programming includes episodic series such as Law and Order, CSI: Miami , Will & Grace, Roseanne, Malcolm in the Middle and Batman , as well as an extensive film library. The rights agreements for this content are of varying duration and generallypermit our programming networks to carry these series, films and other programming during certain window periods.SegmentsWe manage our business through the following two operating segments:•National Networks: Principally includes activities of our programming businesses which include our five programming networks distributed in theU.S. and Canada. These programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC and SundanceChannel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to their owned originalprogramming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business,which primarily services most of the programming networks included in the National Networks segment.•International and Other : Principally includes AMC Networks International, the Company’s international programming businesses consisting of aportfolio of channels in Europe, Latin America, the Middle East and parts7of Asia and Africa; IFC Films, the Company’s independent film distribution business; AMCNI- DMC, the broadcast solutions unit of certainnetworks of AMCNI and third-party networks, and various developing on-line content distribution initiatives.For financial information of the Company by operating segment, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Consolidated Results of Operations” and Note 21 to the accompanying consolidated financial statements.National NetworksAMCWhether commemorating favorite films from various genres and decades or creating acclaimed original programming, AMC is a television networkdedicated to the highest-quality storytelling in keeping with its "Something More" brand. AMC, launched in 1984, has garnered many of the industry’s highesthonors, including multiple Emmy Awards, Golden Globe Awards, Screen Actors Guild Awards, Peabody Awards, and American Film Institute (AFI) Awards forTop 10 Most Outstanding Television Programs of the Year. The network is the only cable network in history to win the Emmy Award for Outstanding DramaSeries four years in a row ( Mad Men from 2008-2011), and for six out of the last eight years ( Breaking Bad in 2013 and 2014). Also in 2015, Mad Men's JonHamm received the Emmy Award for Outstanding Lead Actor in a Drama Series and in 2014, Breaking Bad ’s Bryan Cranston received the Emmy Award forOutstanding Lead Actor in a Drama Series, Aaron Paul received the Emmy Award for Outstanding Supporting Actor in a Drama Series, and Anna Gunn receivedthe Emmy Award for Outstanding Supporting Actress in a Drama Series. In addition, AMC is home to The Walking Dead, the highest-rated drama series in basiccable history and the number one show on all of television among adults 18-49 in 2015.AMC’s original drama series include The Walking Dead, Better Call Saul, Hell on Wheels, TURN: Washington’s Spies, Halt and Catch Fire, Fear theWalking Dead, Into the Badlands and Humans . The network will premiere five new series in 2016: The Night Manager , based on the John le Carré novel; thedrama Feed the Beast ; Preacher , based on the popular comic book franchise; Ride with Norman Reedus, a non-fiction series that will explore motorcycle culture;and The American West , another non-fiction series that will chronicle the little-known stories of Western legends. Additionally, AMC's programming includes theunscripted original shows Talking Dead, The Making of The Mob and Comic Book Men .AMC’s film library consists of films that are licensed under long-term contracts with major studios such as Twentieth Century Fox, Warner Bros., Sony,MGM, NBC Universal, Paramount and Buena Vista. AMC generally structures its contracts for the exclusive cable television rights to air the films duringidentified window periods.AMC Subscribers and Affiliation Agreements . As of December 31, 2015 , AMC had affiliation agreements with all major U.S. distributors and reachedapproximately 94 million Nielsen subscribers.Historical Subscribers—AMC(in millions)2015 2014 2013Nielsen Subscribers (at year-end)93.6 95.0 97.4Change from Prior Year-end(1)% (2)% (2)%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.WE tvWE tv’s programming is fueled by personalities and relationships filled with purpose and passion. WE tv welcomes everyone and creates an inclusiveexperience across all platforms: on TV, online, on demand, and social media, embracing how today’s digitally-savvy, socially-engaged audiences connect throughcontent, using it as a catalyst to drive conversation and build community. WE tv’s popular slate of fresh and modern unscripted original series includes the hitshows Braxton Family Values, Kendra on Top and Mary Mary, among others.Additionally, WE tv’s programming includes series such as CSI: Miami and Law & Order as well as feature films, with exclusive license rights to certainfilms from studios such as Paramount, MGM, Disney and Warner Bros.WE tv Subscribers and Affiliation Agreements . As of December 31, 2015 , WE tv had affiliation agreements with all major U.S. distributors and reachedapproximately 87 million Nielsen subscribers.8Historical Subscribers—WE tv(in millions)2015 2014 2013Nielsen Subscribers (at year-end)86.5 85.4 84.0Change from Prior Year-end1% 2% 3%The increase in Nielsen subscribers noted in the above table primarily reflects the repositioning of carriage of WE tv with certain operators to more widelydistributed tiers of service. Additionally, year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.BBC AMERICABBC AMERICA delivers U.S. audiences high-quality, innovative and intelligent programming. Established in 1998, it has been the launch pad for talentembraced by American mainstream pop culture, including Ricky Gervais, Gordon Ramsay, Graham Norton, and successful programming formats including thedramatic conspiracy thriller, Orphan Blac k, ground-breaking non-scripted television such as Top Gear , landmark natural history programming such as theupcoming new series, The Hunt , and top-rated science-fiction such as Doctor Who . BBC AMERICA has attracted both critical acclaim and major awards,including four Emmy Awards, five Golden Globes and 12 Peabody Awards.BBC AMERICA Subscribers and Affiliation Agreements . As of December 31, 2015 , BBC AMERICA had affiliation agreements with all major U.S.distributors and reached approximately 77 million Nielsen subscribers.Historical Subscribers—BBC AMERICA(in millions)2015 2014 2013Nielsen Subscribers (at year-end)77.1 78.2 79.5Change from Prior Year-end(1)% (2)% (1)%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.IFCIFC creates original comedies that are in keeping with the network’s “Always On. Slightly Off” brand and which air alongside a collection of films andcomedic cult TV shows.The network’s original content includes the comedy series, Portlandia , created by and starring Fred Armisen and Carrie Brownstein, and executive producedby Saturday Night Live's Lorne Michaels. Other IFC originals include Comedy Bang! Bang!, Documentary Now!, and Maron . IFC's programming also includesfilms from various film distributors, including Fox, Miramax, Sony, Lionsgate, Universal, Paramount and Warner Bros.IFC Subscribers and Affiliation Agreements . As of December 31, 2015 , IFC had affiliation agreements with all major U.S. distributors and reachedapproximately 71 million Nielsen subscribers.Historical Subscribers—IFC(in millions)2015 2014 2013Nielsen Subscribers (at year-end)71.2 73.7 69.9Change from Prior Year-end(3)% 5% —%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.SundanceTVSundanceTV delivers on the spirit of founder Robert Redford’s mission to celebrate creativity by bringing viewers television as distinctive as the bestindependent films. Working with today’s most innovative talent, SundanceTV is attracting viewer and critical acclaim for its original scripted and unscriptedprogramming, including Rectify , Hap and Leonard, The Last Panthers , and Top of the Lake , among others.In 2015, SundanceTV's mini-series The Honorable Woman , lead actress, Maggie Gyllenhaal, won the Golden Globe award for Best Actress in a Mini-Seriesor a Motion Picture Made for Television category. SundanceTV also has a slate of original unscripted series, each exploring aspects of contemporary culture.SundanceTV Subscribers and Affiliation Agreements . As of December 31, 2015 , SundanceTV had affiliation agreements with all major U.S. distributorsand reached approximately 60 million Nielsen subscribers.9Historical Subscribers—SundanceTV(in millions)2015 2014 2013Nielsen Subscribers (at year-end)59.6 56.6 56.2Change from Prior Year-end5% 1% 4%The increase in Nielsen subscribers noted in the above table primarily reflects the repositioning of carriage of our SundanceTV with certain operators to morewidely distributed tiers of service. Additionally, year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.AMC and Sundance Channel CanadaWe provide programming to the Canadian market through our AMC and Sundance Channel brands. AMC is distributed through affiliation arrangementswith all major Canadian multichannel video programming distributors and Sundance Channel is distributed through trademark license and content distributionarrangements with Canadian programming outlets.AMC Networks Broadcasting & TechnologyAMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company, which primarily servicesmost of the national programming networks of the Company. AMC Networks Broadcasting & Technology’s operations are located in Bethpage, New York, whereAMC Networks Broadcasting & Technology consolidates origination and satellite communications functions in a 67,000 square-foot facility designed to keepAMC Networks at the forefront of network origination and distribution technology. AMC Networks Broadcasting & Technology has 30 plus years of experienceacross its network services groups, including network origination, affiliate engineering, network transmission, traffic and scheduling that provide day-to-daydelivery of any programming network, in high definition or standard definition.Currently, AMC Networks Broadcasting & Technology is responsible for the origination and transmission of multiple highly acclaimed networkprogramming feeds for both national and international distribution. In addition to serving most of the programming networks of the Company, AMC NetworksBroadcasting & Technology’s affiliated and third-party clients include fuse, MSG Network, MSG+, SNY and Mid Atlantic Sports Network.International and OtherOur International and Other segment includes the operations of AMCNI, AMCNI - DMC and IFC Films.AMC Networks InternationalAMCNI, the global division of the Company, delivers entertaining and acclaimed programming that reaches subscribers in more than 140 countries andterritories, including countries and territories in Europe, Latin America, the Middle East and parts of Asia and Africa. AMCNI consists of global brands, SundanceChannel and AMC, as well as popular, locally recognized channels in various programming genres.AMCNI - UKAMCNI - UK distributes television programming throughout the United Kingdom and other countries in Europe, the Middle East and Africa (“EMEA”) andAsia and manages a portfolio of 20 channel brands, including AMC, Extreme Sports Channel and Jim Jam. The portfolio includes a number of channels ownedthrough joint ventures in the EMEA region, including the Outdoor Channel and Polsat Jim Jam entertainment channels, as well as CBS Drama, CBS Action, CBSReality and CBS Europa.AMCNI - IberiaAMCNI - Iberia is the largest distributor of thematic television channels in Spain and Portugal. The current portfolio consists of 18 television channelsincluding AMC, Sundance Channel, Canal Hollywood, Odisea, Sol Musica, Canal Cocina and Decasa, and a number of channels owned through joint ventures.The channels are programmed for local audiences, languages and markets.AMCNI - Central EuropeAMCNI - Central Europe operates a portfolio of thematic television channels with a focus on the Central and Eastern European markets, including 14television brands in four genres: sport: Sport1, Sport2, SportM, kids: Minimax, Megamax, infotainment: Spektrum, TVPaprika, Spektrum Home, OBN and film:AMC, Film Mánia, Film Café and Film+. The channels are programmed for local audiences, languages and markets.AMCNI - Latin AmericaAMCNI - Latin America produces and distributes high quality television programming throughout Spanish and Portuguese speaking Latin America, theCaribbean and other territories. The portfolio consists of five channels including AMC, Sundance Channel, Film&Arts, Europa Europa, Mas Chic and El Gourmet.10AMCNI - OtherAMCNI also distributes television programming in the Middle East and Asia focusing on the global versions of Sundance Channel. An internationallyrecognized brand, Sundance Channel's global services provide not only the best of the independent film world but also features certain content from AMC, IFC,SundanceTV and IFC Films, as well as a unique pipeline of international content, in an effort to provide distinctive programming to an upscale audience.AMCNI - DMCAMCNI - DMC is a media logistics service provider of playout services, content distribution, video on demand and TV everywhere services. TheAmsterdam-based advanced digital media facility specializes in the enrichment, publishing and delivery of multi-lingual and multi-platform content. AMCNI-DMC currently transmits over 100 channels across continental Europe, the UK, Middle East, Asia and South Africa. AMCNI- DMC's third-party clients includeFox International Channels, A&E Networks, Sony Pictures Television Entertainment and Liberty Global.IFC FilmsIFC Films, our independent film distribution business, makes independent films available to a worldwide audience. IFC Films operates three distributionlabels: Sundance Selects, IFC Films and IFC Midnight, all of which distribute independent films across virtually all available media platforms, including intheaters, on cable/satellite video-on-demand (reaching approximately 50 million homes), DVDs and cable network television, and streaming/downloading tocomputers and other electronic devices. IFC Films has a film library consisting of more than 700 titles. Recent successes include 45 Years (Sundance Selects)starring Charlotte Rampling (Oscar-nominated for best performance by an actress in a leading role), Oscar-nominated Boyhood (IFC Films) from writer-directorRichard Linklater, Two Days, One Night (Sundance Selects) starring Marion Cotillard (Oscar-nominated for best performance by an actress in a leading role), andOscar-nominated documentary Finding Vivian Maier (IFC Films).As part of its strategy to encourage the growth of the marketplace for independent films, IFC Films also operates the IFC Center and the DOC NYC FilmFestival. IFC Center is a state-of-the-art independent movie theater located in the heart of New York City’s Greenwich Village. DOC NYC, which has grown to bethe largest non-fiction film festival in the U.S., is an annual festival also located in New York City celebrating documentary storytelling in film, photography, proseand other media.RegulationOur businesses are subject to and affected by regulations of U.S. federal, state and local government authorities, and our international operations are subjectto laws and regulations of the countries in which they operate, as well as international bodies, such as the European Union. The Federal CommunicationsCommission (the “FCC”) regulates U.S. programming networks in some respects and in certain other respects when they are affiliated with a cable televisionoperator, as we currently are with Cablevision. Other FCC regulations, although imposed on cable television operators and satellite operators, affect programmingnetworks indirectly. The rules, regulations, policies and procedures affecting our businesses are constantly subject to change. The descriptions below are summaryin nature and do not purport to describe all present and proposed laws and regulations affecting our businesses.Closed CaptioningCertain of our networks must provide closed-captioning of programming for the hearing impaired. The 21st Century Communications and VideoAccessibility Act of 2010 also requires us to provide closed captioning on certain video content that we offer on the Internet or through other Internet Protocoldistribution.CALM ActFCC rules require multichannel video programming distributors to ensure that all commercials comply with specified volume standards, and our affiliationagreements generally require us to certify compliance with such standards.Obscenity RestrictionsCable operators and other distributors are prohibited from transmitting obscene programming, and our affiliation agreements generally require us to refrainfrom including such programming on our networks.Violent ProgrammingIn 2007, the FCC issued a report on violence in programming that recommended that the United States Congress prohibit the availability of violentprogramming, including cable programming, during the hours when children are likely to be watching. Some members of the United States Congress continue tobe interested in the alleged effects of violent programming, which could lead to a renewal of interest in limiting the availability of such programming or prohibitingit.11Program AccessThe “program access” provisions of the Federal Cable Act generally require satellite delivered video programming in which a cable operator holds anattributable interest, as that term is defined by the FCC, to be made available to all multichannel video programming distributors, including DBS providers andtelephone companies, on nondiscriminatory prices, terms and conditions, subject to certain exceptions specified in the statute and the FCC’s rules. FCC rulesprovide that the FCC may order a cable-affiliated programmer to continue to make a programming service available to a multichannel video programmingdistributor during the pendency of a program access complaint, under the terms of the existing contract. For purposes of these rules, the common directors and fivepercent or greater voting stockholders of Cablevision and AMC Networks are deemed to be cable operators with attributable interests in us. As long as we continueto have common directors and major stockholders with Cablevision, our satellite-delivered video programming services will remain subject to the program accessprovisions. The FCC allowed a previous blanket prohibition on exclusive arrangements with cable operators to expire in October 2012, but will consider case-by-case complaints that exclusive contracts between cable operators and cable-affiliated programmers significantly hinder or prevent a competing distributor fromproviding satellite cable programming.The FCC has also extended the program access rules to terrestrially-delivered programming created by cable operator-affiliated programmers such as uswhen a showing can be made that the lack of such programming significantly hinders or prevents the distributor from providing satellite cable programming. Therules authorize the FCC to compel the licensing of such programming in response to a complaint by a multichannel video programming distributor. These rulescould require us to make any terrestrial programming services we create available to multichannel video programming distributors on nondiscriminatory prices,terms and conditions. The FCC is considering expanding the definition of “multichannel video programming distributor” to include certain distributors of videoprogramming over the Internet. This change could expand our program access obligations.Program CarriageThe FCC has sought comment on proposed changes to the rules governing carriage agreements between cable programming networks and cable operators orother multichannel video programming distributors. The FCC also has launched a new proceeding examining how programming networks not affiliated with anydistributor gain access to distribution, including online distribution. Any changes could give an advantage to cable programming networks that are not affiliatedwith any distributor and make it easier for those programming networks to challenge a distributor’s decision to terminate a carriage agreement or to decline to carrya network in the first place.Packaging Programming and Volume DiscountsThe FCC periodically considers opening a rulemaking proceeding to examine whether to adopt rules restricting how programmers package and price theirnetworks. We do not currently require distributors to carry more than one of our national programming networks in order to obtain the right to carry a particularnational programming network. However, we generally negotiate with a distributor for the carriage of all of our national networks concurrently, and we offervolume discounts to distributors who make our programming available to larger numbers of subscribers or who carry more of our programming networks.The FCC has launched a proceeding to consider allowing third party set-top box providers access to the content in multichannel video programmingdistributors programming line-up. The proposal could allow those third parties to dismantle those line-ups and repackage content like ours as they choose, withoutregard to the contractual restrictions we have negotiated with multichannel video programming distributors.Effect of “Must-Carry” RequirementsThe FCC’s implementation of the statutory “must-carry” obligations requires cable and DBS operators to give broadcasters preferential access to channelspace, and FCC rules allow broadcasters to require cable and DBS operators to carry broadcast-affiliated networks as a condition of access to the local broadcaststation. In contrast, programming networks, such as ours, have no guaranteed right of carriage on cable television or DBS systems. This may reduce the amount ofchannel space that is available for carriage of our networks by cable television systems and DBS operators.Satellite CarriageAll satellite carriers must under federal law offer their service to deliver our and our competitor’s programming networks on a nondiscriminatory basis(including by means of a lottery). A satellite carrier cannot unreasonably discriminate against any customer in its charges or conditions of carriage.Media Ownership RestrictionsFCC rules set media ownership limits that restrict, among other things, the number of daily newspapers and radio and television stations in which a singleentity may hold an attributable interest as that term is defined by the FCC. Pursuant to a Congressional mandate, the FCC must review these rules every four years.Such a review is currently underway. Cablevision currently owns Newsday, a daily newspaper published on Long Island, New York. The fact that the commondirectors and five12percent or greater voting stockholders of Cablevision and AMC Networks currently hold attributable interests in each of the companies for purposes of these rulesmeans that these cross-ownership rules may have the effect of limiting the activities or strategic business alternatives available to us, at least for as long as wecontinue to have common directors and major stockholders with Cablevision. Although we have no plans or intentions to become involved in the businessesaffected by these restrictions, we would need to be mindful of these rules if we were to consider engaging in any such business in the future.Website RequirementsWe maintain various websites that provide information regarding our businesses and offer content for sale. The operation of these websites may be subject toa range of federal, state and local laws such as privacy, data security, accessibility, child safety and consumer protection regulations.Other RegulationThe FCC also imposes rules regarding political broadcasts and telemarketing. Programming businesses are subject to regulation of the country in which theyoperate, as well as international bodies, such as the European Union. These regulations may include restrictions on types of advertising that can be sold on ournetworks, programming content requirements, requirements to make programming available on non-discriminatory terms, and local content quotas.CompetitionOur programming networks operate in two highly competitive markets. First, our programming networks compete with other programming networks toobtain distribution on cable television systems and other multichannel video programming distribution systems, such as DBS, and ultimately for viewing by eachsystem’s subscribers. Second, our programming networks compete with other programming networks and other sources of video content, including broadcastnetworks, to secure desired entertainment programming. Additionally, video content delivered directly or through online video distributors to viewers over theInternet competes with our programming networks for viewership. The success of our businesses depends on our ability to license and produce content for ourprogramming networks that is adequate in quantity and quality and will generate satisfactory viewer ratings. In each of these cases, some of our competitors arelarge publicly held companies that have greater financial resources than we do. In addition, we compete with these entities for advertising revenue.Distribution of Programming NetworksThe business of distributing programming networks to cable television systems and other multichannel video programming distributors is highly competitive.Our programming networks face competition from other programming networks’ carriage by a particular multichannel video programming distributor, and for thecarriage on the service tier that will attract the most subscribers. Once our programming network is selected by a distributor for carriage, that network competes forviewers not only with the other programming networks available on the distributor’s system, but also with over-the-air broadcast television, Internet-based videoand other online services, mobile services, radio, print media, motion picture theaters, DVDs, and other sources of information and entertainment.Important to our success in each area of competition we face are the prices we charge for our programming networks, the quantity, quality and variety of theprogramming offered on our networks, and the effectiveness of our networks’ marketing efforts. The competition for viewers among advertiser supported networksis directly correlated with the competition for advertising revenues with each of our competitors.Our ability to successfully compete with other networks may be hampered because the cable television systems or other multichannel video programmingdistributors through which we seek distribution may be affiliated with other programming networks. In addition, because such distributors may have a substantialnumber of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to increased affiliationand advertising revenue for such programming networks because of their increased penetration compared to our programming networks. Even if such affiliateddistributors carry our programming networks, such distributors may place their affiliated programming network on a more desirable tier, thereby giving theaffiliated programming network a competitive advantage over our own.New or existing programming networks that are affiliated with broadcasting networks like NBC, ABC, CBS or Fox may also have a competitive advantageover our programming networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with agreements giving thedistributor the right to carry a broadcast station affiliated with the broadcasting network.An important part of our strategy involves exploiting identified markets of the cable television viewing audience that are generally well defined and limitedin size. Our networks have faced and will continue to face increasing competition as other programming networks and online or other services seek to serve thesame or similar niches.13Sources of ProgrammingWe also compete with other programming networks to secure desired programming. Most of our original programming and all of our acquired programmingis obtained through agreements with other parties that have produced or own the rights to such programming. Competition for this programming will increase asthe number of programming networks increases. Other programming networks that are affiliated with programming sources such as movie or television studios orfilm libraries may have a competitive advantage over us in this area.With respect to the acquisition of entertainment programming, such as syndicated programs and movies that are not produced by or specifically for networks,our competitors include national broadcast television networks, local broadcast television stations, other cable programming networks, Internet-based video contentdistributors, and video-on-demand programs. Some of these competitors have exclusive contracts with motion picture studios or independent motion picturedistributors or own film libraries.Competition for Advertising RevenueOur programming networks must compete with other sellers of advertising time and space, including other cable programming networks, radio, newspapers,outdoor media and, increasingly, Internet sites. We compete for advertisers on the basis of rates we charge and also on the number and demographic nature ofviewers who watch our programming. Advertisers will often seek to target their advertising content to those demographic categories they consider most likely topurchase the product or service they advertise. Accordingly, the demographic make-up of our viewership can be equally or more important than the number ofviewers watching our programming.EmployeesAs of December 31, 2015 we had 2,175 full-time employees and 331 part-time employees. In addition, certain of our U.S. subsidiaries engage the servicesof writers who are subject to a collective bargaining agreement. Approximately 287 of our employees outside of the U.S. are covered by collective bargainingagreements or works councils. We believe that our relations with the labor unions and our employees are generally good.Item 1A. Risk Factors.A wide range of risks may affect our business, financial condition and results of operations, now and in the future. We consider the risks described belowto be the most significant. There may be other currently unknown or unpredictable economic, business, competitive, regulatory or other factors that could havematerial adverse effects on our future results.Risks Relating to Our BusinessOur business depends on the appeal of our programming to our distributors and our U.S. and foreign viewers, which may be unpredictable and volatile.Our business depends in part upon viewer preferences and audience acceptance in the U.S. and abroad of the programming on our networks. These factorsare often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, generaleconomic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in tastes and interests inour markets. A change in viewer preferences could cause our programming to decline in popularity, which could cause a reduction in advertising revenues andjeopardize renewal of our contracts with distributors. In addition, our competitors may have more flexible programming arrangements, as well as greater amountsof available content, distribution and capital resources, and may be able to react more quickly than we can to shifts in tastes and interests.To an increasing extent, the success of our business depends on original programming, and our ability to predict accurately how audiences will respond to ouroriginal programming is particularly important. Because original programming often involves a greater degree of commitment on our part, as compared to acquiredprogramming that we license from third parties, and because our network branding strategies depend significantly on a relatively small number of originalprograms, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business. We periodically review the programmingusefulness of our program rights based on a series of factors, including ratings, type and quality of program material, standards and practices, and fitness forexhibition. We have incurred write-offs of programming rights in the past, and may incur future programming rights write-offs if it is determined that programrights have no future usefulness.In addition, feature films constitute a significant portion of the programming on our AMC, IFC and SundanceTV programming networks. In general, thepopularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of distributionplatforms. Should the popularity of feature-film programming suffer significant further declines, we may lose viewership or be forced to rely more heavily onoriginal programming, which could increase our costs.14If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our ratingsmay suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position when dealing with distributors, which couldreduce our distribution revenues. We cannot assure you that we will be able to maintain the success of any of our current programming, or generate sufficientdemand and market acceptance for our new programming.Our programming networks’ success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable tosecure or maintain such programming.Our programming networks' success depends upon the availability of quality programming, particularly original programming and films, that is suitable forour target markets. While we produce some of our original programming, we obtain most of the programming on our networks (including original programming,films and other acquired programming) through agreements with third parties that have produced or control the rights to such programming. These agreementsexpire at varying times and may be terminated by the other parties if we are not in compliance with their terms.Competition for programming has increased as the number of programming networks has increased. Other programming networks that are affiliated withprogramming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area. In addition to other cableprogramming networks, we also compete for programming with national broadcast television networks, local broadcast television stations, video-on-demandservices and Internet-based content delivery services, such as Netflix, Hulu and Amazon Prime. Some of these competitors have exclusive contracts with motionpicture studios or independent motion picture distributors or own film libraries.We cannot assure you that we will ultimately be successful in negotiating renewals of our programming rights agreements or in negotiating adequatesubstitute agreements in the event that these agreements expire or are terminated.Increased programming costs may adversely affect our profits.We plan to produce a significant amount of original programming and other content and continue to invest in this area, the costs of which are significant. Wealso acquire programming and television series, as well as a variety of digital content and other ancillary rights such as consumer and home entertainment productofferings from other companies, and we pay license fees, royalties or contingent compensation in connection with these acquired rights. Our investments inoriginal and acquired programming are significant and involve complex negotiations with numerous third parties. These costs may not be recouped when thecontent is broadcast or distributed and higher costs may lead to decreased profitability or potential write-downs.We incur costs for the creative talent, including actors, writers and producers, who create our original programming. Some of our original programming hasachieved significant popularity and critical acclaim, which has increased and could continue to increase the costs of such programming in the future. In addition,from time to time we have disputes with writers, producers and other creative talent over the amount of royalty and other payments. For example, we are involvedin litigation with Frank Darabont, the creator of The Walking Dead , and one other party with respect to the participations to be paid to them in the future in respectof that series. The Company believes that disputes of this type are endemic to its business and similar disputes may arise from time to time in the future. Anincrease in the costs of programming may lead to decreased profitability or otherwise adversely affect our business.Original programming requires substantial financial commitment. In some cases, the financial commitment can be offset by foreign, state or local taxincentives. However, there is a risk that the tax incentives will not remain available for the duration of a series. If tax incentives are no longer available, reducedsubstantially, or cannot be utilized, it may result in increased costs for us to complete the production or make the production of additional seasons more expensive.If we are unable to produce original programming content on a cost effective basis our business, financial condition and results of operations may be materiallyadversely affected.Theft of our content, including digital copyright theft and other unauthorized exhibitions of our content, may decrease revenue received from ourprogramming and adversely affect our businesses and profitability.The success of our businesses depends in part on our ability to maintain and monetize our intellectual property rights to our entertainment content. We arefundamentally a content company and theft of our brands, television programming, digital content and other intellectual property has the potential to significantlyaffect us and the value of our content. Copyright theft is particularly prevalent in many parts of the world that lack effective copyright and technical protectivemeasures similar to those existing in the United States or that lack effective enforcement of such measures, including some of the jurisdictions in which we operate.The interpretation of copyright, privacy and other laws as applied to our content, and piracy detection and enforcement efforts, remain in flux. The failure tostrengthen, or the weakening of, existing intellectual property laws could make it more difficult for us to adequately protect our intellectual property and negativelyaffect its value.Content theft has been made easier by the wide availability of higher bandwidth and reduced storage costs, as well as tools that undermine security featuressuch as encryption and the ability of pirates to cloak their identities online. In addition, we and15our numerous production and distribution partners operate various technology systems in connection with the production and distribution of our programming, andintentional or unintentional acts could result in unauthorized access to our content, a disruption of our services, or improper disclosure of confidential information.The increasing use of digital formats and technologies heightens this risk. Unauthorized access to our content could result in the premature release of televisionshows, which is likely to have a significant adverse effect on the value of the affected programming.Copyright theft has an adverse effect on our business because it reduces the revenue that we are able to receive from the legitimate sale and distribution ofour content, undermines lawful distribution channels and inhibits our ability to recoup or profit from the costs incurred to create such works. Efforts to prevent theunauthorized distribution, performance and copying of our content may affect our profitability and may not be successful in preventing harm to our business.Litigation may be necessary to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rightsclaimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technicalresources, any of which could adversely affect our business, financial condition and results of operations. Our failure to protect our intellectual property rights,particularly our brand, in a meaningful manner or challenges to related contractual rights could result in erosion of our brand and limit our ability to controlmarketing of our networks, which could have a materially adverse effect on our business, financial condition and results of operations.Because a limited number of distributors account for a large portion of our business, failure to renew our programming networks’ affiliation agreements,or renewal on less favorable terms, or the termination of those agreements, both in the U.S. and internationally, could have a material adverse effect onour business.Our programming networks depend upon agreements with a limited number of cable television system operators and other multichannel video programmingdistributors. The loss of any significant distributor could have a material adverse effect on our consolidated results of operations.Currently our programming networks have affiliation agreements that have staggered expiration dates through 2024 . Failure to renew these affiliationagreements, or renewal on less favorable terms, or the termination of those agreements could have a material adverse effect on our business . A reduceddistribution of our programming networks would adversely affect our distribution revenues, and impact our ability to sell advertising or the rates we charge forsuch advertising. Even if affiliation agreements are renewed, we cannot assure you that the renewal rates will equal or exceed the rates that we currently chargethese distributors.In addition, we have in some instances made upfront payments to distributors in exchange for additional subscribers or have agreed to waive or accept loweraffiliation fees if certain numbers of additional subscribers are provided. We also may help fund our distributors' efforts to market our programming networks orwe may permit distributors to offer promotional periods without payment of subscriber fees. As we continue our efforts to add viewing subscribers, our netrevenues may be negatively affected by these deferred carriage fee arrangements, discounted subscriber fees or other payments.Further consolidation among cable and satellite providers could adversely affect our revenue and profitability.In some cases, if a distributor is acquired, the affiliation agreement of the acquiring distributor will govern following the acquisition. In those circumstances,the acquisition of a distributor that is party to one or more affiliation agreements with our programming networks on terms that are more favorable to us couldadversely impact our financial condition and results of operations.Consolidation among cable and satellite operators has given the largest operators considerable leverage in their relationships with programmers, including us.Most of our U.S. revenues come from a handful of the largest distributors. The four largest distributors provide service to approximately 73% of U.S. householdsreceiving multichannel video programming distribution. In certain countries outside the U.S., one or a small number of distributors have a dominant marketposition. Continued consolidation within the industry could further reduce the number of distributors available to carry our content and increase the negotiatingleverage of our distributors which could adversely affect our revenue.We are subject to intense competition, which may have a negative effect on our profitability or on our ability to expand our business.The programming industry is highly competitive. Our programming networks compete with other programming networks and other types of videoprogramming services for marketing and distribution by cable and other multichannel video programming distribution systems. In distributing a programmingnetwork, we face competition with other providers of programming networks for the right to be carried by a particular cable or other multichannel videoprogramming distribution system and for the right to be carried by such system on a particular “tier” of service.Certain programming networks affiliated with broadcast networks like NBC, ABC, CBS or Fox or other key free-to-air programming networks in countrieswhere our networks are distributed may have a competitive advantage over our programming networks in obtaining distribution through the “bundling” of carriageagreements for such programming networks with a distributor's right to carry the affiliated broadcasting network. In addition, our ability to compete with certainprogramming networks16for distribution may be hampered because the cable television or other multichannel video programming distributors through which we seek distribution may beaffiliated with these programming networks. Because such distributors may have a substantial number of subscribers, the ability of such programming networks toobtain distribution on the systems of affiliated distributors may lead to increased affiliation and advertising revenue for such programming networks because oftheir increased penetration compared to our programming networks. Even if the affiliated distributors carry our programming networks, they may place theiraffiliated programming network on a more desirable tier, thereby giving their affiliated programming network a competitive advantage over our own. Ourcompetitors could also have preferential access to important technologies, customer data or other competitive information. There can be no assurance that we willbe able to compete successfully in the future against existing or potential competitors, or that competition will not have a material adverse effect on our business,financial condition or results of operations.It is difficult to predict the future effect of technology on many of the factors affecting AMC Networks’ competitive position. For example, data compressiontechnology has made it possible for most video programming distributors to increase their channel capacity, which has reduced the competition amongprogramming networks and broadcasters for channel space. On the other hand, the addition of channel space has increased competition for desired entertainmentprogramming and ultimately, for viewing by subscribers. As more channel space becomes available, the position of our programming networks in the mostfavorable tiers of these distributors has become increasingly important. Additionally, video content delivered directly to viewers over the Internet competes withour programming networks for viewership.Our programming networks have entered into long-term programming acquisition contracts that require substantial payments over long periods of time,even if we do not use such programming to generate revenues.Our programming networks have entered into numerous contracts relating to the acquisition of programming, including rights agreements with filmcompanies. These contracts typically require substantial payments over extended periods of time. We must make the required payments under these contracts evenif we do not use the programming.We may not be able to adapt to new content distribution platforms and to changes in consumer behavior resulting from these new technologies, whichmay adversely affect our business.We must successfully adapt to technological advances in our industry, including the emergence of alternative distribution platforms. Our ability to exploitnew distribution platforms and viewing technologies will affect our ability to maintain or grow our business. Emerging forms of content distribution may providedifferent economic models and compete with current distribution methods in ways that are not entirely predictable. Such competition could reduce demand for ourtraditional television offerings or for the offerings of digital distributors and reduce our revenue from these sources. Accordingly, we must adapt to changingconsumer behavior driven by advances such as digital video recorders, video-on-demand, Internet-based content delivery, including services such as Netflix, Hulu,Apple TV, Google TV and Amazon Prime and mobile devices. Gaming and other consoles such as Microsoft’s Xbox, Sony’s Playstation and Nintendo’s Wii andRoku are establishing themselves as alternative providers of video services. Such changes may impact the revenues we are able to generate from our traditionaldistribution methods, either by decreasing the viewership of our programming networks on cable and other multichannel video programming distribution systemswhich are almost entirely directed at television video delivery or by making advertising on our programming networks less valuable to advertisers. If we fail toadapt our distribution methods and content to emerging technologies, our appeal to our targeted audiences might decline and there could be a negative effect on ourbusiness. In addition, advertising revenues could be significantly impacted by emerging technologies, since advertising sales are dependent on audiencemeasurement provided by third parties, and the results of audience measurement techniques can vary independent of the size of the audience for a variety ofreasons, including difficulties related to the employed statistical sampling methods, new distribution platforms and viewing technologies, and the shifting of themarketplace to the use of measurement of different viewer behaviors, such as delayed viewing. Moreover, devices that allow users to fast forward or skipprogramming, including commercials, are causing changes in consumer behavior that may affect the desirability of our programming services to advertisers.Advertising market conditions could cause our revenues and operating results to decline significantly in any given period or in specific marketsWe derive substantial revenues from the sale of advertising on a variety of platforms, and a decline in advertising expenditures could have a significantadverse effect on our revenues and operating results in any given period. The strength of the advertising market can fluctuate in response to the economic prospectsof specific advertisers or industries, advertisers’ current spending priorities and the economy in general, and this may adversely affect the growth rate of ouradvertising revenues.In addition, the pricing and volume of advertising may be affected by shifts in spending toward online and mobile offerings from more traditional media, ortoward new ways of purchasing advertising, such as through automated purchasing, dynamic advertising insertion, third parties selling local advertising spots andadvertising exchanges, some or all of which may not be as advantageous to the Company as current advertising methods.17Advertising sales are dependent on audience measurement, and the results of audience measurement techniques can vary independent of the size of theaudience for a variety of reasons, including variations in the employed statistical sampling methods. While Nielsen’s statistical sampling method is the primarymeasurement technique used in our television advertising sales, we measure and monetize our campaign reach and frequency on and across digital platforms basedon other third-party data using a variety of methods including the number of impressions served and demographics. In addition, multi-platform campaignverification is in its infancy, and viewership on tablets and smartphones, which is growing rapidly, is presently not measured by any one consistently appliedmethod. These variations and changes could have a significant effect on advertising revenues.General RisksWe face risks from doing business internationally.We have operations through which we distribute programming outside the United States. As a result, our business is subject to certain risks inherent ininternational business, many of which are beyond our control. These risks include:•laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in theselaws;•changes in local regulatory requirements, including restrictions on content, imposition of local content quotas and restrictions on foreign ownership;•differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property;•the instability of foreign economies and governments;•war and acts of terrorism;•anti-corruption laws and regulations such as the Foreign Corrupt Practices Act and the U.K. Bribery Act that impose stringent requirements on how weconduct our foreign operations and changes in these laws and regulations; and•shifting consumer preferences regarding the viewing of video programming.Events or developments related to these and other risks associated with international trade could adversely affect our revenues from non-U.S. sources, whichcould have a material adverse effect on our business, financial condition, operating results, liquidity and prospects.Economic problems in the United States or in other parts of the world could adversely affect our results of operations.Our business is affected by prevailing economic conditions and by disruptions to financial markets. We derive substantial revenues from advertisers, andthese expenditures are sensitive to general economic conditions and consumer buying patterns. Financial instability or a general decline in economic conditions inthe United States and other countries where our networks are distributed could adversely affect advertising rates and volume, resulting in a decrease in ouradvertising revenues.Decreases in consumer discretionary spending in the U.S and other countries where our networks are distributed may affect cable television and other videoservice subscriptions, in particular with respect to digital service tiers on which certain of our programming networks are carried. This could lead to a decrease inthe number of subscribers receiving our programming from multichannel video programming distributors, which could have a negative impact on our viewingsubscribers and affiliation fee revenues. Similarly, a decrease in viewing subscribers would also have a negative impact on the number of viewers actuallywatching the programs on our programming networks, which could also impact the rates we are able to charge advertisers.Economic conditions affect a number of aspects of our businesses worldwide and impact the businesses of our advertisers on our networks and reduce theirspending on advertising. Economic conditions can also negatively affect the ability of those with whom we do business to satisfy their obligations to us. Thegeneral worsening of current global economic conditions could adversely affect our business, financial condition or results of operations, and the worsening ofeconomic conditions in certain parts of the world, specifically, could impact the expansion and success of our businesses in such areas. Furthermore, some foreignmarkets where we operate may be more adversely affected by economic conditions than those prevailing in the U.S. or other countries.Fluctuations in foreign exchange rates could have an adverse effect on our results of operations.We have significant operations in a number of foreign jurisdictions and certain of our operations are conducted in foreign currencies. The value of thesecurrencies fluctuates relative to the U.S. dollar. As a result, we are exposed to exchange rate fluctuations, which have had, and may in the future have, an adverseeffect on our results of operations in a given period or in specific markets.Specifically, we are exposed to foreign currency exchange rate risk to the extent that we enter into transactions denominated in currencies other than ours orour subsidiaries’ respective functional currencies (non-functional currency risk), such as trade receivables, programming contracts, notes payable and notesreceivable (including intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates withrespect to amounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized18foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated incurrencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes inforeign currency exchange rates.We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our non-U.S.dollar functional currency operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidatedfinancial statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Anyincrease (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us toexperience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we mayexperience a negative impact on our comprehensive income (loss) and equity with respect to our holdings solely as a result of foreign currency translation. Ourprimary exposure to foreign currency risk from a foreign currency translation perspective is to the euro and, to a lesser extent, other local currencies in Europe. Wegenerally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our non-U.S. dollar functional currencyoperating subsidiaries and affiliates into U.S. dollars.Our business is limited by United States regulatory constraints which may adversely impact our operations.Although most aspects of our business generally are not directly regulated by the FCC, there are certain FCC regulations that govern our business eitherdirectly or indirectly. See Item 1, “Business—Regulation” in this Annual Report. Furthermore, to the extent that regulations and laws, either presently in force orproposed, hinder or stimulate the growth of the cable television and satellite industries, our business will be affected.The United States Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding awide variety of matters that could, directly or indirectly, affect our operations.The regulation of cable television services, satellite carriers, and other multichannel video programming distributors is subject to the political process and hasbeen in constant flux over the past two decades. Further material changes in the law and regulatory requirements must be anticipated. We cannot assure you thatour business will not be adversely affected by future legislation, new regulation or deregulation.Our businesses are subject to risks of adverse regulation by foreign governments.Programming businesses are subject to the regulations of the countries in which they operate as well as international bodies, such as the European Union.These regulations may include advertising that can be sold on our networks, programming content requirements, requirements to make programming available onnon-discriminatory terms, and local content quotas. Consequently, our businesses must adapt their ownership and organizational structure as well as their pricingand service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations could result inpenalties, restrictions on our business or loss of required licenses or other adverse conditions.Adverse changes in rules and regulations could have a significant adverse impact on our profitability.We face continually evolving cybersecurity and similar risks, which could result in the disclosure of confidential information, disruption of ourprogramming, damage to our brands and reputation, legal exposure and financial lossesWe maintain information in digital form as necessary to conduct our business, including confidential and proprietary information regarding our content,distributors, advertisers, viewers and employees as well as personal information. Data maintained in digital form is subject to the risk of intrusion, tampering andtheft. We develop and maintain systems to prevent this from occurring, but the development and maintenance of these systems is costly and requires ongoingmonitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite our efforts, the risks of a databreach cannot be entirely eliminated and our information technology and other systems that maintain and transmit consumer, distributor, advertiser, Company,employee and other confidential information may be compromised by a malicious penetration of our network security, or that of a third party provider due toemployee error, computer malware, viruses, hacking and phishing attacks, or otherwise. Additionally, outside parties may attempt to fraudulently induceemployees or users to disclose sensitive or confidential information in order to gain access to data. Because the techniques used to obtain unauthorized access,disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate thesetechniques or to implement adequate preventative measures. If our data systems are compromised, our ability to conduct our business may be impaired, we maylose profitable opportunities or the value of those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use ofour intellectual property. Further, a penetration of our network security or other misappropriation or misuse of personal consumer or employee information couldsubject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations.19If our technology facilities fail or their operations are disrupted, or if we lose access to third party satellites, our performance could be hindered.Our programming is transmitted using technology facilities at certain of our subsidiaries. These technology facilities are used for a variety of purposes,including signal processing, program editing, promotions, creation of programming segments to fill short gaps between featured programs, quality control, and liveand recorded playback. These facilities are subject to interruption from fire, lightning, adverse weather conditions and other natural causes. Equipment failure,employee misconduct or outside interference could also disrupt the facilities' services. In September 2015, we launched a full time disaster recovery site inChandler, Arizona. The facility provides simultaneous playout of AMC and evergreen programming for SundanceTV, IFC and WE tv. In the event of acatastrophic failure of the Bethpage facility, the disaster recovery site can be operational within 1-2 hours. Evergreen programming would be replaced withscheduled programming within 12-24 hours for SundanceTV, IFC and WE tv.In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors. As with all satellites, there is a risk that thesatellites we use will be damaged as a result of natural or man-made causes, or will otherwise fail to operate properly. Although we maintain in-orbit protectionproviding us with back-up satellite transmission facilities should our primary satellites fail, there can be no assurance that such back-up transmission facilities willbe effective or will not themselves fail.Any significant interruption at any of our technology facilities affecting the distribution of our programming, or any failure in satellite transmission of ourprogramming signals, could have an adverse effect on our operating results and financial condition.The loss of any of our key personnel and artistic talent could adversely affect our business.We believe that our success depends to a significant extent upon the performance of our senior executives. We generally do not maintain “key man”insurance. In addition, we depend on the availability of third-party production companies to create most of our original programming. Some of the writersemployed by certain of our subsidiaries and some of the employees of third party production companies that create our original programming are subject tocollective bargaining agreements. Any labor disputes or a strike by one or more unions representing our subsidiary's writers or employees of third-party productioncompanies who are essential to our original programming could have a material adverse effect on our original programming and on our business as a whole. Theloss of any significant personnel or artistic talent, or our artistic talent losing their audience base, could also have a material adverse effect on our business.Our inability to successfully acquire and integrate other businesses, assets, products or technologiescould harm our business, financial condition or operating results.Our success may depend on opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or productsor that might otherwise offer us growth opportunities. We have acquired, and have made strategic investments in, a number of companies (including through jointventures) in the past, and we expect to make additional acquisitions and strategic investments in the future. Such transactions may result in dilutive issuances of ourequity securities, use of our cash resources, and incurrence of debt and amortization expenses related to intangible assets. Any acquisitions and strategicinvestments that we are able to identify and complete may be accompanied by a number of risks, including:•the difficulty of assimilating the operations and personnel of acquired companies into our operations;•the potential disruption of our ongoing business and distraction of management;•the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested;•the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration;•the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangibleassets;•the failure of strategic investments to perform as expected or to meet financial projections;•the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we haveinvested;•litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested;•the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers andpartners as a result of the integration of acquired operations;•the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of newpersonnel;•the difficulty of integrating operations, systems, and controls as a result of cultural, regulatory, systems, and operational differences;20•in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated withspecific countries; and•the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with thecompanies we acquired or in which we invested.Our failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions and strategicinvestments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business,financial condition and results of operations.We may have exposure to additional tax liabilities.We are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes,in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other taxliabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularlyunder audit by tax authorities in both the United States and various foreign jurisdictions. Although we believe that our tax estimates are reasonable, (1) there is noassurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions, expenseamounts for non-income based taxes and accruals and (2) any material differences could have an adverse effect on our financial position and results of operationsin the period or periods for which determination is made.Although a portion of our revenue and operating income is generated outside the United States, we are subject to potential current U.S. income tax on thisincome due to our being a U.S. corporation. Our worldwide effective tax rate may be reduced under a provision in U.S. tax law that defers the imposition of U.S.tax on certain foreign active income until that income is repatriated to the United States. Any repatriation of assets held in foreign jurisdictions or recognition offoreign income that fails to meet the U.S. tax requirements related to deferral of U.S. income tax may result in a higher effective tax rate for the Company. Thisincludes what is referred to as “Subpart F Income,” which generally includes, but is not limited to, such items as interest, dividends, royalties, gains from thedisposition of certain property, certain currency exchange gains in excess of currency exchange losses, and certain related party sales and services income. Whilethe Company may mitigate this increase in its effective tax rate through claiming a foreign tax credit against its U.S. federal income taxes or potentially haveforeign or U.S. taxes reduced under applicable income tax treaties, we are subject to various limitations on claiming foreign tax credits or we may lack treatyprotections in certain jurisdictions that will potentially limit any reduction of the increased effective tax rate. A higher effective tax rate may also result to theextent that losses are incurred in non-U.S. subsidiaries that do not reduce our U.S. taxable income.We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between the United States andother nations. A change in these tax laws, treaties or regulations, including those in and involving the United States, or in the interpretation thereof, could result in amaterially higher income or non-income tax expense. Also, various income tax proposals in the countries in which we operate, such as those relating tofundamental U.S. international tax reform and measures in response to the economic uncertainty in certain European jurisdictions in which we operate, could resultin changes to the existing tax laws under which our taxes are calculated. On February 2, 2015, the Obama Administration proposed amendments to the U.S. taxcode to impose a 19% minimum tax on U.S. corporations’ future tax profits (with generally an 85% credit for associated foreign taxes paid) and to impose a one-time, immediate 14% tax on U.S. corporations’ current accumulated overseas earnings (with generally a 40% credit for associated foreign taxes paid). We areunable to predict whether any of these or other proposals in the United States or foreign jurisdictions will ultimately be enacted. Any such material changes couldnegatively impact our business.A significant amount of our book value consists of intangible assets that may not generate cash in the event of a voluntary or involuntary sale.At December 31, 2015 , our consolidated financial statements included approximately $4.3 billion of consolidated total assets, of which approximately $1.3billion were classified as intangible assets. Intangible assets primarily include affiliation agreements and affiliate relationships, advertiser relationships, trademarksand goodwill. While we believe that the carrying values of our intangible assets are recoverable, you should not assume that we would receive any cash from thevoluntary or involuntary sale of these intangible assets, particularly if we were not continuing as an operating business.We may have a significant indemnity obligation to Cablevision if the Distribution is treated as a taxable transaction.Prior to the distribution of all of the outstanding common stock of the Company to Cablevision stockholders in the Distribution, Cablevision received aprivate letter ruling from the Internal Revenue Service (“IRS”) to the effect that, among other things, the Distribution, and certain related transactions wouldqualify for tax-free treatment under the Internal Revenue Code (the “Code”) to Cablevision, AMC Networks, and holders of Cablevision common stock. Althougha private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request were untrue orincomplete in any material respect, Cablevision would not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certainrequirements necessary to obtain tax-free treatment under the Code. Rather, the ruling was based upon21representations by Cablevision that these conditions were satisfied, and any inaccuracy in such representations could invalidate the ruling.If the Distribution does not qualify for tax-free treatment for United States federal income tax purposes, then, in general, Cablevision would be subject to taxas if it had sold the common stock of our Company in a taxable sale for its fair market value. Cablevision's stockholders would be subject to tax as if they hadreceived a distribution equal to the fair market value of our common stock that was distributed to them, which generally would be treated first as a taxable dividendto the extent of Cablevision's earnings and profits, then as a non-taxable return of capital to the extent of each stockholder's tax basis in his or her Cablevisionstock, and thereafter as capital gain with respect to the remaining value. It is expected that the amount of any such taxes to Cablevision's stockholders andCablevision would be substantial.As part of the Distribution, we entered into a tax disaffiliation agreement with Cablevision, which sets out each party's rights and obligations with respect todeficiencies and refunds, if any, of federal, state, local or foreign taxes for periods before and after the Distribution and related matters such as the filing of taxreturns and the conduct of IRS and other audits. Pursuant to the tax disaffiliation agreement, we are required to indemnify Cablevision for losses and taxes ofCablevision relating to the Distribution or any related debt exchanges resulting from the breach of certain covenants, including as a result of certain acquisitions ofour stock or assets or as a result of modification or repayment of certain related debt in a manner inconsistent with the private letter ruling or letter ruling request. Ifwe are required to indemnify Cablevision under the circumstances set forth in the tax disaffiliation agreement, we may be subject to substantial liabilities, whichcould have a material negative effect on our business, results of operations, financial position and cash flows.The tax disaffiliation agreement with Cablevision limits our ability to prepay certain of our indebtedness.The tax disaffiliation agreement with Cablevision limits our ability to prepay, pay down, redeem, retire, or otherwise acquire the 7.75% Notes or the 4.75%Notes. These restrictions may for a time limit our ability to optimize our capital structure or to pursue other transactions that could increase the value of ourbusiness.Risks Relating to Our DebtOur substantial long-term debt and high leverage could adversely affect our business.We have a significant amount of long-term debt. As of December 31, 2015 , we have $2,706 million principal amount of total long-term debt (excludingcapital leases), $1,406 million of which is senior secured debt under our Credit Facility and $1,300 million of which is senior unsecured debt.Our ability to make payments on, or repay or refinance, our debt, an d to fund planned distributions and capital expenditures, will depend largely upon ourfuture operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, regulatory and other factors thatare beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in theCredit Facility and our other debt agreements, including the 7.75% Notes Indenture, the 4.75% Notes Indenture and other agreements we may enter into in thefuture.Our substantial amount of debt could have important consequences. For example, it could:•increase our vulnerability to general adverse economic and industry conditions;•require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting theavailability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other generalcorporate requirements;•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;•place us at a competitive disadvantage compared with our competitors; and•limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.In the long-term, we do not expect to generate sufficient cash from operations to repay at maturity our outstanding debt obligations. As a result, we will bedependent upon our ability to access the capital and credit markets. Failure to raise significant amounts of funding to repay these obligations at maturity couldadversely affect our business. If we are unable to raise such amounts, we would need to take other actions including selling assets, seeking strategic investmentsfrom third parties or reducing other discretionary uses of cash. The Credit Facility, the 7.75% Notes Indenture and the 4.75% Notes Indenture will restrict, andmarket or business conditions may limit, our ability to do some of these things.A significant portion of our debt bears interest at variable rates. While we have entered into hedging agreements limiting our exposure to higher interest rates,such agreements do not offer complete protection from this risk.22The agreements governing our debt, the Credit Facility, the 7.75% Notes Indenture and the 4.75% Notes Indenture, contain various covenants thatimpose restrictions on us that may affect our ability to operate our business.The agreements governing the Credit Facility, the 7.75% Notes Indenture and the 4.75% Notes Indenture contain covenants that, among other things, limitour ability to:•borrow money or guarantee debt;•create liens;•pay dividends on or redeem or repurchase stock;•make specified types of investments;•enter into transactions with affiliates; and•sell assets or merge with other companies.The Credit Facility requires us to comply with a Cash Flow Ratio and an Interest Coverage Ratio, each as defined in Item 7, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations — Debt Financing Agreements.”Compliance with these covenants may limit our ability to take actions that might be to the advantage of the Company and our stockholders.Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial ratios. Failureto comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreementscontaining cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon anycollateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, thelimitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain otherfinancing.Despite our current levels of debt, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with oursubstantial debt.We may be able to incur additional debt in the future. The terms of the Credit Facility, the 7.75% Notes Indenture and the 4.75% Notes Indenture allow us toincur substantial amounts of additional debt, subject to certain limitations. In addition, we may refinance all or a portion of our debt, including borrowings underthe Credit Facility, and obtain the ability to incur more debt as a result. If new debt is added to our current debt levels, the related risks we could face would bemagnified.A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may further increase our future borrowing costs and reduceour access to capital.The debt ratings for our notes are below the “investment grade” category, which results in higher borrowing costs as well as a reduced pool of potentialpurchasers of our debt as some investors will not purchase debt securities that are not rated in an investment grade rating category. In addition, there can be noassurance that any rating assigned will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency, if in thatrating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of a rating mayfurther increase our future borrowing costs and reduce our access to capital.Risks Relating to Our Controlled OwnershipWe are controlled by the Dolan family which may create certain conflicts of interest. In addition, as a result of their control, the Dolan family has theability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company.We have two classes of common stock:•Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of our Board of Directors, and•Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of our Board of Directors.As of December 31, 2015 , Charles F. Dolan, our Executive Chairman, and the Dolan family, including trusts for the benefit of members of the Dolan family,collectively own all of our Class B Common Stock, less than 2% of our outstanding Class A Common Stock and approximately 66% of the total voting power ofall our outstanding common stock. The members of the Dolan family holding Class B Common Stock have entered into a stockholders agreement pursuant towhich, among other things, the voting power of the holders of our Class B Common Stock will be cast as a block with respect to all matters to be voted on by23holders of Class B Common Stock. The Dolan family is able to prevent a change in control of our Company and no person interested in acquiring us will be able todo so without obtaining the consent of the Dolan family.Charles F. Dolan, members of his family and certain related family entities, by virtue of their stock ownership, have the power to elect all of our directorssubject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of ourcommon stock vote together as a single class. These matters could include the amendment of some provisions of our certificate of incorporation and the approvalof fundamental corporate transactions.In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately as aclass, is required to approve:•the authorization or issuance of any additional shares of Class B Common Stock, and•any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights ofthe Class B Common Stock.As a result, Charles F. Dolan, members of his family and certain related family entities also collectively have the power to prevent such issuance oramendment.We have adopted a written policy whereby an independent committee of our Board of Directors will review and approve or take such other action as it maydeem appropriate with respect to certain transactions involving the Company and its subsidiaries, on the one hand, and certain related parties, including Charles F.Dolan and certain of his family members and related entities on the other hand. This policy does not address all possible conflicts which may arise, and there canbe no assurance that this policy will be effective in dealing with conflict scenarios.We are a “controlled company” for The NASDAQ Stock Market LLC purposes, which allows us not to comply with certain of the corporate governancerules of The NASDAQ Stock Market LLC.Charles F. Dolan, members of his family and certain related family entities have entered into a stockholders agreement relating, among other things, to thevoting of their shares of our Class B Common Stock. As a result, we are a “controlled company” under the corporate governance rules of The NASDAQ StockMarket LLC ("NASDAQ"). As a controlled company, we have the right to elect not to comply with the corporate governance rules of NASDAQ requiring: (i) amajority of independent directors on our Board of Directors, (ii) an independent compensation committee and (iii) an independent corporate governance andnominating committee. Our Board of Directors has elected for the Company to be treated as a “controlled company” under NASDAQ corporate governance rulesand not to comply with the NASDAQ requirement for a majority independent board of directors and an independent corporate governance and nominatingcommittee because of our status as a controlled company. For purposes of this agreement, the term “independent directors” means the directors of the Companywho have been determined by our Board of Directors to be independent directors for purposes of NASDAQ corporate governance standards.Future stock sales, including as a result of the exercising of registration rights by certain of our shareholders, could adversely affect the trading price ofour Class A Common Stock.Certain parties have registration rights covering a portion of our shares. We have entered into registration rights agreements with Charles F. Dolan, membersof his family, certain Dolan family interests and the Dolan Family Foundations that provide them with “demand” and “piggyback” registration rights with respectto approximately 13.4 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock. Sales of asubstantial number of shares of Class A Common Stock could adversely affect the market price of the Class A Common Stock and could impair our future abilityto raise capital through an offering of our equity securities.We share certain executives and directors with Cablevision, The Madison Square Garden Company("MSG") and MSG Networks Inc.("MSGNetworks"), which may give rise to conflicts.Our Executive Chairman, Charles F. Dolan, also serves as the Chairman of Cablevision. In addition, Gregg G. Seibert serves as a Vice Chairman of theCompany and he serves as a Vice Chairman of Cablevision, MSG and MSG Networks (collectively Cablevision, MSG and MSG Networks, the "Other Entities").Each of the Other Entities and the Company are affiliates by virtue of being under common control of the Dolan family. As a result, two of our executives will notbe devoting their full time and attention to the Company’s affairs. In addition, eight members of our Board of Directors are also directors of Cablevision, sixmembers of our Board are also directors of MSG and five members of our Board are also directors of MSG Networks. These directors may have actual or apparentconflicts of interest with respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we on one hand,and an Other Entity on the other hand, consider acquisitions and other corporate opportunities that may be suitable for us and for the Other Entity. Also, conflictsmay arise if there are issues or disputes under the commercial arrangements that exist between the Other Entities and us. In addition, certain of our directors andofficers own stock, restricted stock units, options to purchase stock and stock appreciation rights in one or more of the Other Entities, as well as cash performanceawards with any payout based on the performance of one or more of the Other Entities. These24ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have differentimplications for our Company and one or more of the Other Entities. See “Certain Relationships and Related Party Transactions—Certain Relationships andPotential Conflicts of Interest” in our proxy statement filed with the SEC on April 30, 2015 for a description of our related party transaction approval policy thatwe have adopted to help address such potential conflicts that may arise.Our overlapping directors and executives with the Other Entities may result in the diversion of corporate opportunities to and other conflicts with theOther Entities and provisions in our governance documents may provide us no remedy in that circumstance.The Company’s amended and restated certificate of incorporation acknowledges that directors and officers of the Company may also be serving as directors,officers, employees, consultants or agents of Cablevision and its subsidiaries or MSG and its subsidiaries and that the Company may engage in material businesstransactions with such entities. Our policy concerning certain matters relating to MSG, including responsibilities of overlapping directors and officers (the “overlappolicy” and together with the applicable provisions of the amended and restated certificate of incorporation, the “Overlap Provisions”) acknowledges that directorsand officers of the Company may also be serving as directors, officers, employees, consultants or agents of Cablevision and its subsidiaries or MSG Networks andits subsidiaries and that the Company may engage in material business transactions with such entities. The Company has renounced its rights to certain businessopportunities and the Overlap Provisions provide that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agentof an Other Entity or any subsidiary of an Other Entity will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise existby reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our certificate ofincorporation) to the Other Entity or any of its subsidiaries, or does not refer or communicate information regarding such corporate opportunities to the Company.The Overlap Provisions also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminationsthereof) between the Company and the Other Entities and their subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlappingdirectors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders.Item 1B. Unresolved Staff Comments.None.Item 2. Properties.We lease approximately 712,000 square feet of space in the U.S., including approximately 405,000 square feet of office space that we lease at 11 Penn Plaza,New York, NY 10001, under lease arrangements with remaining terms of up to twelve years. We use this space as our corporate headquarters and as the principalbusiness location of our Company. We also lease approximately 67,000 square-feet of space for our broadcasting and technology center in Bethpage, New Yorkunder a lease arrangement with a remaining term of four years, from which AMC Networks Broadcasting & Technology conducts its operations. In addition, welease other properties in New York, California and Florida.We lease approximately 304,000 square feet of space outside of the U.S., including in the Netherlands, Hungary, Spain, and the United Kingdom that supportour international operations.We believe our properties are adequate for our use.Item 3. Legal Proceedings.The Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of these matters cannot be predicted withcertainty and while the impact of these matters on the Company’s results of operations in any particular subsequent reporting period is not known, managementdoes 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 tomeet its financial obligations as they become due.Item 4. Mine Safety Disclosures.Not applicable.25Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Our Class A Common Stock is listed on NASDAQ under the symbol “AMCX.” Our Class B Common Stock is not listed on any exchange. Our Class ACommon Stock began trading on NASDAQ on July 1, 2011.Performance GraphThe following graph compares the performance of the Company’s Class A Common Stock with the performance of the S&P Mid-Cap 400 Index and a peergroup (the “Peer Group Index”) by measuring the changes in our Class A Common Stock prices from July 1, 2011, the first day our Class A Common Stock beganregular-way trading on NASDAQ, through December 31, 2015 . Because no published index of comparable media companies currently reports values on adividends-reinvested basis, the Company has created a Peer Group Index for purposes of this graph in accordance with the requirements of the SEC. The PeerGroup Index is made up of companies that engage in cable television programming as a significant element of their business, although not all of the companiesincluded in the Peer Group Index participate in all of the lines of business in which the Company is engaged, and some of the companies included in the PeerGroup Index also engage in lines of business in which the Company does not participate. Additionally, the market capitalizations of many of the companiesincluded in the Peer Group are quite different from that of the Company. The common stocks of the following companies have been included in the Peer GroupIndex: Discovery Communications Inc., the Walt Disney Company, Scripps Networks Interactive Inc., Starz, Time Warner Inc., Twenty-First Century Fox Inc. andViacom Inc. The chart assumes $100 was invested on July 1, 2011 in each of: i) Company’s Class A Common Stock, ii) the S&P Mid-Cap 400 Index, and iii) inthis Peer Group weighted by market capitalization. INDEXED RETURNSPeriod EndedCompany Name / Index Base Period7/01/11 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15AMC Networks Inc. 100 94.30 124.22 170.92 160.03 187.40S&P MidCap 400 Index 100 89.03 104.94 140.10 153.78 150.44Peer Group 100 95.90 131.22 206.25 235.19 211.3326This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") orincorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth byspecific reference in such filing.As of February 10, 2016 there were 779 holders of record of our Class A Common Stock and 33 holders of record of our Class B Common Stock. We did notpay any cash dividend on our common stock during 2015 and do not expect to pay a cash dividend on our common stock for the foreseeable future. Our Amendedand Restated Credit Facility, the 7.75% Notes Indenture and the 4.75% Notes Indenture restrict our ability to declare dividends in certain situations, see Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Financing Agreements” and Note 9 to the accompanyingconsolidated financial statements.Price Range of AMC Networks' Class A Common StockThe following table sets forth for the periods indicated the intra-day high and low sales prices per share of the AMCX Class A Common Stock as reported onthe NASDAQ:Year Ended December 31, 2015 High LowFirst Quarter $77.20 $60.60Second Quarter $83.78 $74.08Third Quarter $87.18 $63.37Fourth Quarter $83.78 $66.76 Year Ended December 31, 2014 High LowFirst Quarter $78.39 $61.27Second Quarter $77.30 $53.99Third Quarter $65.52 $58.06Fourth Quarter $65.48 $52.7327Item 6. Selected Financial Data.The operating data for each of the three years ended December 31, 2015 and balance sheet data as of December 31, 2015 and 2014 included in the tablebelow have been derived from the audited consolidated financial statements of the Company included in this Annual Report and should be read in conjunction withItem 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying consolidated financial statements andrelated notes. The operating data for the years ended December 31, 2012 and 2011 and balance sheet data as of December 31, 2013, 2012 and 2011 included in thetable below have been derived from the audited consolidated financial statements of the Company, not included in this Annual Report. Years Ended December 31, 2015 2014 2013 2012 2011 (Dollars in thousands, except per share amounts)Operating Data: Revenues, net$2,580,935 $2,175,641 $1,591,858 $1,352,577 $1,187,741Operating expenses: Technical and operating (excluding depreciation and amortizationshown below)1,137,133 983,575 662,233 507,436 425,961Selling, general and administrative636,580 560,950 425,735 396,926 335,656Restructuring expense (credit)14,998 15,715 — (3) (240)Depreciation and amortization83,031 69,048 54,667 85,380 99,848Litigation settlement gain— — (132,944) — —Total operating expenses1,871,742 1,629,288 1,009,691 989,739 861,225Operating income709,193 546,353 582,167 362,838 326,516Other income (expense)(126,399) (149,325) (113,166) (140,564) (115,906)Income from continuing operations before income taxes582,794 397,028 469,001 222,274 210,610Income tax expense(201,090) (129,155) (178,841) (86,058) (84,248)Income from continuing operations381,704 267,873 290,160 136,216 126,362(Loss) income from discontinued operations, net of income taxes— (3,448) — 314 92Net income including noncontrolling interests381,704 264,425 290,160 136,530 126,454Net (income) loss attributable to noncontrolling interests(14,916) (3,628) 578 — —Net income attributable to AMC Networks' stockholders$366,788 $260,797 $290,738 $136,530 $126,454Income from continuing operations per share: Basic$5.06 $3.67 $4.06 $1.94 $1.82Diluted$5.01 $3.63 $4.00 $1.89 $1.79Balance Sheet Data, at period end: Cash and cash equivalents$316,321 $201,367 $521,951 $610,970 $215,836Total assets4,264,915 3,949,826 2,612,641 2,576,639 2,159,514Long-term debt (including capital leases)2,701,148 2,763,144 2,147,240 2,149,397 2,282,537Stockholders’ deficiency(39,277) (371,755) (571,519) (882,352) (1,036,995)28Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Management’s discussion and analysis of financial condition and results of operations, or MD&A, is a supplement to and should be read in conjunction withthe accompanying consolidated financial statements and related notes. This section provides additional information regarding our businesses, recent developments,results of operations, cash flows, financial condition, contractual commitments and critical accounting policies.All dollar amounts and subscriber data included in the following Management’s Discussion and Analysis of Financial Condition and Results ofOperations are presented in thousands.IntroductionOur MD&A is provided to enhance the understanding of our financial condition, changes in financial condition and results of our operations and is organizedas follows:Business Overview . This section provides a general description of our business and our operating segments, as well as other matters that we believe areimportant in understanding our results of operations and financial condition and in anticipating future trends.Consolidated Results of Operations . This section provides an analysis of our results of operations for the years ended December 31, 2015 , 2014 and 2013 .Our discussion is presented on both a consolidated and segment basis. Our two segments are: (i) National Networks and (ii) International and Other.Liquidity and Capital Resources . This section provides a discussion of our financial condition as of December 31, 2015 as well as an analysis of our cashflows for the years ended December 31, 2015 , 2014 and 2013 . The discussion of our financial condition and liquidity includes summaries of (i) our primarysources of liquidity and (ii) our contractual obligations and off balance sheet arrangements that existed at December 31, 2015 .Critical Accounting Policies and Estimates . This section provides a discussion of our accounting policies considered to be important to an understanding ofour financial condition and results of operations, and which require significant judgment and estimates on the part of management in their application.Business OverviewWe own and operate entertainment businesses and assets. We manage our business through the following two operating segments:•National Networks: Principally includes activities of our programming businesses which include our five programming networks distributed in the U.S.and Canada. These programming networks include AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC, and SundanceChannel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to their owned originalprogramming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business,which primarily services most of the programming networks included in the National Networks segment.•International and Other: Principally includes AMC Networks International, the Company’s international programming businesses consisting of aportfolio of channels in Europe, Latin America, the Middle East and parts of Asia and Africa; IFC Films, the Company’s independent film distributionbusiness; AMC Networks International - DMC, the broadcast solutions unit of certain networks of AMC Networks International and third party networks;and various developing on-line content distribution initiatives.Items Impacting ComparabilityThe comparability of our results of operations have been impacted by the the timing of the following significant events:BBC AMERICAOn October 23, 2014, a subsidiary of AMC Networks entered into a membership interest purchase agreement with BBC Worldwide Americas, Inc.("BBCWA"), pursuant to which such subsidiary acquired 49.9% of the limited liability company interests of New Video Channel America, L.L.C. ("New Video"),owner of the cable channel BBC AMERICA. The Company has operational control of New Video and the BBC AMERICA channel. The results of the jointventure are consolidated in the financial results of AMC Networks from the acquisition date and included in the National Networks operating segment.29ChellomediaOn January 31, 2014, certain subsidiaries of AMC Networks purchased substantially all of Chellomedia, the international content division of Liberty Globalplc. This acquisition has been included in our operating results since the acquisition date and included in the International and Other operating segment. Theoperating businesses of Chellomedia were rebranded in 2014 to AMC Networks International.DISH NetworkDISH Network L.L.C. (“DISH Network”), VOOM HD Holdings LLC (“VOOM HD”) and CSC Holdings, LLC (“CSC Holdings”), a wholly ownedsubsidiary of Cablevision, entered into a confidential settlement agreement on October 21, 2012 (the “Settlement Agreement”) to settle the litigation betweenVOOM HD and DISH Network (see Note 18 to the accompanying consolidated financial statements). In 2013, we entered into an an agreement with Cablevision(the “DISH Network Proceeds Allocation Agreement”) to allocate the settlement proceeds. As a result, we recorded a litigation settlement gain of approximately$133,000, included in operating income within the International and Other segment.Financial Results OverviewThe tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating cash flow (“AOCF”), defined below, forthe periods indicated. Years Ended December 31, 2015 2014 2013Revenues, net National Networks$2,135,367 $1,743,922 $1,536,287International and Other452,578 434,221 55,887Inter-segment eliminations(7,010) (2,502) (316)Consolidated revenues, net$2,580,935 $2,175,641 $1,591,858Operating income (loss) National Networks$754,243 $586,856 $516,953International and Other (a)(42,542) (41,977) 61,321Inter-segment eliminations(2,508) 1,474 3,893Consolidated operating income$709,193 $546,353 $582,167AOCF (deficit) National Networks$810,993 $633,584 $576,772International and Other29,757 24,421 (56,476)Inter-segment eliminations(2,508) 1,474 3,893Consolidated AOCF$838,242 $659,479 $524,189(a) Amounts for the year ended December 31, 2013 include the litigation settlement gain of approximately $133,000 recorded in connection with the settlementwith DISH Network. See DISH Network discussion above.We evaluate segment performance based on several factors, of which the primary financial measure is operating segment AOCF. We define AOCF, which isa financial measure that is not calculated in accordance with generally accepted accounting principles (“GAAP”), as operating income (loss) before depreciationand amortization, share-based compensation expense or benefit, restructuring expense or credit and the litigation settlement gain recorded in connection with thesettlement with DISH Network. We do not consider the one-time litigation settlement gain with DISH Network to be indicative of our ongoing operatingperformance.We believe that AOCF is an appropriate measure for evaluating the operating performance on both an operating segment and consolidated basis. AOCF andsimilar measures with similar titles are common performance measures used by investors, analysts and peers to compare performance in the industry.Internally, we use revenues, net and AOCF measures as the most important indicators of our business performance, and evaluate management’s effectivenesswith specific reference to these indicators. AOCF should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cashflows from operating activities and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOCF is not a measure ofperformance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.30The following is a reconciliation of consolidated operating income to AOCF for the periods indicated: Years Ended December 31, 2015 2014 2013Operating income$709,193 $546,353 $582,167Share-based compensation expense31,020 28,363 20,299Depreciation and amortization83,031 69,048 54,667Litigation settlement gain— — (132,944)Restructuring expense14,998 15,715 —AOCF$838,242 $659,479 $524,189National NetworksIn our National Networks segment, which accounted for 83% of our consolidated revenues, net for the year ended December 31, 2015 , we earn revenueprincipally from the distribution of our programming and the sale of advertising. Distribution revenue primarily includes affiliation fees paid by distributors tocarry our programming networks and the licensing of original programming for digital, foreign and home video distribution. Affiliation fees paid by distributorsrepresent the largest component of distribution revenue. Our affiliation fee revenues are generally based on a per subscriber fee under multi-year contracts,commonly referred to as “affiliation agreements,” which generally provide for annual affiliation rate increases. The specific affiliation fee revenues we earn varyfrom period to period, distributor to distributor and also vary among our networks, but are generally based upon the number of each distributor’s subscribers whoreceive our programming, referred to as viewing subscribers. The terms of certain other affiliation agreements provide that the affiliation fee revenues we earn area fixed contractual monthly fee, which could be adjusted for acquisitions and dispositions of multichannel video programming systems by the distributor. Revenuefrom the licensing of original programming for digital and foreign distribution is recognized upon availability or distribution by the licensee.Under affiliation agreements with our distributors, we have the right to sell a specified amount of national advertising time on our programming networks.Our advertising revenues are more variable than affiliation fee revenues because the majority of our advertising is sold on a short-term basis, not under long-termcontracts. Our advertising arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated price perunit. Additionally, in these advertising sales arrangements, our programming networks generally guarantee specified viewer ratings for their programming. If theseguaranteed viewer ratings are not met, we are generally required to provide additional advertising units to the advertiser at no charge. For these types ofarrangements, a portion of the related revenue is deferred if the guaranteed viewer ratings are not met and is subsequently recognized either when we provide therequired additional advertising time, the guarantee obligation contractually expires or performance requirements become remote. Most of our advertising revenuesvary based upon the popularity of our programming as measured by Nielsen. Our national programming networks have advertisers representing companies in abroad range of sectors, including the health, automotive, food, insurance, and entertainment industries. All of our National Networks distributed throughout theU.S. use a traditional advertising sales model. Prior to September 2013, SundanceTV principally sold sponsorships.Changes in revenue are primarily derived from changes in contractual affiliation rates charged for our services, changes in the number of subscribers,changes in the prices and level of advertising on our networks and changes in the availability, amount and timing of licensing fees earned from the distribution ofour original programming. We seek to grow our revenues by increasing the number of viewing subscribers of the distributors that carry our services. We refer tothis as our “penetration.” AMC, which is widely distributed throughout the U.S., has a more limited ability to increase its penetration than WE tv, BBCAMERICA, IFC and SundanceTV. To the extent not already carried on more widely penetrated service tiers, WE tv, BBC AMERICA, IFC and SundanceTV,although carried by all of the larger U.S. distributors, have higher growth opportunities due to their current penetration levels with those distributors. WE tv, BBCAMERICA, and IFC are currently carried on either expanded basic or digital tiers, while SundanceTV is currently carried primarily on digital tiers. Our revenuesmay also increase over time through contractual rate increases stipulated in most of our affiliation agreements. In negotiating for increased or extended carriage, wehave agreed in some instances to make upfront payments in exchange for additional subscribers or extended carriage, which we record as deferred carriage feesand which are amortized as a reduction to revenue over the period of the related affiliation agreements, or agreed to waive for a specified period or accept lowerper subscriber fees if certain additional subscribers are provided. We also may help fund the distributors’ efforts to market our channels. We believe that thesetransactions generate a positive return on investment over the contract period. We seek to increase our advertising revenues by increasing the rates we charge forsuch advertising, which is directly related to the overall distribution of our programming, penetration of our services and the popularity (including within desirabledemographic groups) of our services as measured by Nielsen. Distribution revenues in each quarter also vary based on the timing of availability of ourprogramming to distributors. We also seek to increase our revenues by expanding the opportunities for distribution of our programming through digital, foreign andhome video services.31Our principal goal is to increase our revenues by increasing distribution and penetration of our services, and increasing our ratings. To do this, we mustcontinue to contract for and produce high-quality, attractive programming. As competition for programming increases and alternative distribution technologiescontinue to emerge and develop in the industry, costs for content acquisition and original programming may increase. There is a concentration of subscribers in thehands of a few distributors, which could create disparate bargaining power between the largest distributors and us by giving those distributors greater leverage innegotiating the price and other terms of affiliation agreements.Programming expense, included in technical and operating expense, represents the largest expense of the National Networks segment and primarily consistsof amortization and impairments or write-offs of programming rights, such as those for original programming, feature films and licensed series, as well asparticipation and residual costs. The other components of technical and operating expense primarily include distribution and production related costs and programoperating costs, such as origination, transmission, uplinking and encryption.To an increasing extent, the success of our business depends on original programming, both scripted and unscripted, across all of our networks. In recentyears, we have introduced a number of scripted original series. These series generally result in higher audience ratings for our networks. Among other things,higher audience ratings drive increased revenues through higher advertising revenues. The timing of exhibition and distribution of original programming variesfrom period to period, which results in greater variability in our revenues, earnings and cash flows from operating activities. We will continue to increase ourinvestment in programming across all of our channels. There may be significant changes in the level of our technical and operating expenses due to theamortization of content acquisition and/or original programming costs and/or the impact of management’s periodic assessment of programming usefulness. Suchcosts will also fluctuate with the level of revenues derived from owned original programming in each period as these costs are amortized based on the film-forecast-computation method.Most original series require us to make up-front investments, which are often significant amounts. Not all of our programming efforts are commerciallysuccessful, which could result in a write-off of program rights. If it is determined that programming rights have no future programming usefulness based on actualdemand or market conditions, a write-off of the unamortized cost is recorded in technical and operating expense. Program rights write-offs of $40,987 , $44,000and $61,005 were recorded for the years ended December 31, 2015 , 2014 and 2013 , respectively (see further discussion below).See “— Critical Accounting Policies and Estimates” for a discussion of the amortization and write-off of program rights.International and OtherOur International and Other segment primarily includes the operations of AMC Networks International and IFC Films.In our International and Other segment, which accounted for 17% of our consolidated revenues for the year ended December 31, 2015 , we earn revenueprincipally from the international distribution of programming and, to a lesser extent, the sale of advertising. Distribution revenue primarily includes affiliation feespaid by distributors to carry our programming networks. Affiliation fees paid by distributors represents the largest component of distribution revenue. Ouraffiliation fee revenues are generally based on either a per-subscriber fee or a fixed contractual annual fee, under multi-year affiliation agreements, which mayprovide for annual affiliation rate increases. For the year ended December 31, 2015 , distribution revenues represented 82% of the revenues of the International andOther segment. Most of these revenues are derived primarily from Europe and to a lesser extent, Latin America, the Middle East and parts of Asia and Africa. TheInternational and Other segment also includes IFC Films, our independent film distribution business where revenues are derived principally from theatrical, digitaland licensing distribution. Programming and program operating costs, included in technical and operating expense, represents the largest expense of the International and Othersegment and primarily consists of amortization of acquired content, costs of dubbing and sub-titling of programs, participation and residuals. Program operatingcosts include costs such as origination, transmission, uplinking and encryption. Not all of our programming efforts are commercially successful, which could resultin a write-off of program rights. If it is determined that programming rights have no future programming usefulness based on actual demand or market conditions,a write-off of the unamortized cost is recorded in technical and operating expense.We view our international expansion as an important long-term strategy. We may experience an adverse impact to the International and Other segment'soperating results and cash flows in periods of increased international investment by the Company. Similar to our domestic businesses, the most significant businesschallenges we expect to encounter in our international business include programming competition (from both foreign and domestic programmers), limited channelcapacity on distributors’ platforms, the growth of subscribers on those platforms and economic pressures on affiliation fees. Other significant business challengesunique to our international operations include increased programming costs for international rights and translation ( i.e. dubbing and subtitling), a lack ofavailability of international rights for a portion of our domestic programming content, increased distribution costs for cable, satellite or fiber feeds and a limitedphysical presence in certain territories, and our exposure to foreign currency exchange rate risk. See also the risk factors described under Item 1A, “Risk Factors -We face risks from doing business internationally.” in in this Annual Report.32Corporate ExpensesWe allocate corporate overhead within operating expenses to each segment based upon its proportionate estimated usage of services. The segment financialinformation set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated.Impact of Economic ConditionsOur future performance is dependent, to a large extent, on general economic conditions including the impact of direct competition, our ability to manage ourbusinesses effectively, and our relative strength and leverage in the marketplace, both with suppliers and customers.Capital and credit market disruptions could cause economic downturns, which may lead to lower demand for our products, such as lower demand fortelevision advertising and a decrease in the number of subscribers receiving our programming networks from our distributors. Events such as these may adverselyimpact our results of operations, cash flows and financial position.33Consolidated Results of OperationsThe amounts presented and discussed below represent 100% of each operating segment's revenues, net and expenses. Where we have management control ofan entity, we consolidate 100% of such entity in our consolidated statements of operations notwithstanding that a third-party owns a significant interest in suchentity. The noncontrolling owner's interest in the operating results of majority-owned subsidiaries are reflected in net (income) loss attributable to noncontrollinginterests in our consolidated statements of operations.Year Ended December 31, 2015 Compared to Year Ended December 31, 2014The following table sets forth our consolidated results of operations for the periods indicated. Years Ended December 31, 2015 2014 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$2,580,935 100.0 % $2,175,641 100.0 % $405,294 18.6 %Operating expenses: Technical and operating (excluding depreciationand amortization)1,137,133 44.1 983,575 45.2 153,558 15.6Selling, general and administrative636,580 24.7 560,950 25.8 75,630 13.5Restructuring expense14,998 0.6 15,715 0.7 (717) (4.6)Depreciation and amortization83,031 3.2 69,048 3.2 13,983 20.3Total operating expenses1,871,742 72.5 1,629,288 74.9 242,454 14.9Operating income709,193 27.5 546,353 25.1 162,840 29.8 %Other income (expense): Interest expense, net(125,708) (4.9) (128,829) (5.9) 3,121 (2.4)Miscellaneous, net(691) — (20,496) (0.9) 19,805 (96.6)Total other income (expense)(126,399) (4.9) (149,325) (6.9) 22,926 (15.4)Net income from continuing operationsbefore income taxes582,794 22.6 397,028 18.2 185,766 46.8Income tax expense(201,090) (7.8) (129,155) (5.9) (71,935) 55.7Income from continuing operations381,704 14.8 267,873 12.3 113,831 42.5Loss from discontinued operations, net of incometaxes— — (3,448) (0.2) 3,448 (100.0)Net income including noncontrolling interests381,704 14.8 % 264,425 12.2 % 117,279 44.4Net income attributable to noncontrolling interests(14,916) (0.6)% (3,628) (0.2)% (11,288) 311.1Net income attributable to AMC Networks’stockholders$366,788 14.2 % $260,797 12.0 % $105,991 40.6 %The following is a reconciliation of our consolidated operating income to AOCF: Years Ended December 31, 2015 2014 $ change % changeOperating income$709,193 $546,353 $162,840 29.8 %Share-based compensation expense31,020 28,363 2,657 9.4Depreciation and amortization83,031 69,048 13,983 20.3Restructuring expense14,998 15,715 (717) (4.6)Consolidated AOCF$838,242 $659,479 $178,763 27.1 %34National Networks Segment ResultsThe following table sets forth our National Networks segment results for the periods indicated. Years Ended December 31, 2015 2014 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$2,135,367 100.0% $1,743,922 100.0% $391,445 22.4 %Operating expenses: Technical and operating (excludingdepreciation and amortization)863,704 40.4 728,690 41.8 135,014 18.5Selling, general and administrative484,484 22.7 403,232 23.1 81,252 20.2Restructuring expense3,194 0.1 3,664 0.2 (470) (12.8)Depreciation and amortization29,742 1.4 21,480 1.2 8,262 38.5Operating income$754,243 35.3% $586,856 33.7% $167,387 28.5 %Share-based compensation expense23,814 1.1 21,584 1.2 2,230 10.3Depreciation and amortization29,742 1.4 21,480 1.2 8,262 38.5Restructuring expense3,194 0.1 3,664 0.2 (470) (12.8)AOCF$810,993 38.0% $633,584 36.3% $177,409 28.0 %International and Other Segment ResultsThe following table sets forth our International and Other segment results for the periods indicated. Years Ended December 31, 2015 2014 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$452,578 100.0 % $434,221 100.0 % $18,357 4.2 %Operating expenses: Technical and operating (excludingdepreciation and amortization)277,895 61.4 258,803 59.6 19,092 7.4Selling, general and administrative152,132 33.6 157,776 36.3 (5,644) (3.6)Restructuring expense11,804 2.6 12,051 2.8 (247) (2.0)Depreciation and amortization53,289 11.8 47,568 11.0 5,721 12.0Operating loss$(42,542) (9.4)% $(41,977) (9.7)% $(565) 1.3 %Share-based compensation expense7,206 1.6 6,779 1.6 427 6.3Depreciation and amortization53,289 11.8 47,568 11.0 5,721 12.0Restructuring expense11,804 2.6 12,051 2.8 (247) (2.0)AOCF$29,757 6.6 % $24,421 5.6 % $5,336 21.9 %35Revenues, netRevenues, net increased $405,294 to $2,580,935 for the year ended December 31, 2015 as compared to the year ended December 31, 2014 . The net changeby segment was as follows: Years Ended December 31, 2015 % oftotal 2014 % oftotal $ change % changeNational Networks$2,135,367 82.7 % $1,743,922 80.2 % $391,445 22.4%International and Other452,578 17.5 434,221 20.0 18,357 4.2Inter-segment eliminations(7,010) (0.3) (2,502) (0.1) (4,508) 180.2Consolidated revenues, net$2,580,935 100.0 % $2,175,641 100.0 % $405,294 18.6%National NetworksThe increase in National Networks revenues, net was attributable to the following: Years Ended December 31, 2015 % oftotal 2014 % oftotal $ change % changeAdvertising$945,288 44.3% $764,610 43.8% $180,678 23.6%Distribution1,190,079 55.7 979,312 56.2 210,767 21.5 $2,135,367 100.0% $1,743,922 100.0% $391,445 22.4%•Advertising revenues increased $180,678 across all of our networks, with the largest increase at AMC resulting from higher pricing per unit solddue to an increased demand for our programming by advertisers, led by The Walking Dead . In addition, the increase reflects the impact of a fulltwelve months of results in 2015 from the acquisition of BBC AMERICA as compared to approximately two months in 2014. As previouslydiscussed, most of our advertising revenues vary based on the timing of our original programming series and the popularity of our programmingas measured by Nielsen. Due to these factors, we expect advertising revenues to vary from quarter to quarter.•Distribution revenues increased $210,767 principally due to an increase of $58,273 principally from digital distribution and licensing revenuesderived from our original programming, primarily at AMC and SundanceTV, as well as the impact of a full twelve months of results in 2015from the acquisition of BBC AMERICA as compared to approximately two months in 2014. In addition, affiliation fee revenues increased acrossall networks due to an increase in rates during the year ended December 31, 2015 as compared to the same period in 2014. Distribution revenuesvary based on the impact of renewals of affiliation agreements and the timing of availability of our programming to distributors. Because ofthese factors, we expect distribution revenues to vary from quarter to quarter.•The increase in total revenues, net of $391,445 includes $125,834 due to the impact of a full twelve months of results in 2015 from theacquisition of BBC AMERICA as compared to approximately two months in 2014.The following table presents certain subscriber information at December 31, 2015 and December 31, 2014 : Estimated Domestic Subscribers (1) December 31, 2015 December 31, 2014National Programming Networks: AMC93,600 95,000WE tv86,500 85,400BBC AMERICA77,100 78,200IFC71,200 73,700SundanceTV59,600 56,600________________(1)Estimated U.S. subscribers as measured by Nielsen.36International and OtherThe increase in International and Other revenues, net was attributable to the following: Years Ended December 31, 2015 % of total 2014 % of total $ change % changeAdvertising$82,972 18.3% $55,726 12.8% $27,246 48.9 %Distribution369,606 81.7 378,495 87.2 (8,889) (2.3) $452,578 100.0% $434,221 100.0% $18,357 4.2 %The increase in advertising revenues is due to an increase at AMC Networks International principally from increased demand for our programming byadvertisers. The decrease in distribution revenues is primarily due to a decrease at AMC Networks International related to a one-time contract termination benefitof approximately $9,700 recorded in 2014, partially offset by an increase at IFC Films of $3,160 due to an increase in home video and licensing revenues. Inaddition, foreign currency translation had an unfavorable impact on total revenues of approximately $51,000, which was partially offset by the comparison oftwelve months of results from the acquisition of Chellomedia in 2015 as compared to eleven months in 2014.Technical and operating expense (excluding depreciation and amortization)The components of technical and operating expense primarily include the amortization and impairments or write-offs of program rights, such as those fororiginal programming, feature films and licensed series, participation and residual costs, distribution and production related costs and program operating costs,such as origination, transmission, uplinking and encryption.Technical and operating expense (excluding depreciation and amortization) increased $153,558 to $1,137,133 for 2015 as compared to 2014 . The net changeby segment was as follows: Years Ended December 31, 2015 2014 $ change % changeNational Networks$863,704 $728,690 $135,014 18.5%International and Other277,895 258,803 19,092 7.4Inter-segment eliminations(4,466) (3,918) (548) 14.0Total$1,137,133 $983,575 $153,558 15.6%Percentage of revenues, net44.1% 45.2% National NetworksThe increase in the National Networks segment was attributable to increased program rights amortization expense of $102,181 and an increase of $32,833for other direct programming related costs, primarily including development costs, participation and residuals. The increase in program rights amortization expenseis due to our increased investment in owned original series primarily at AMC and the impact of a full twelve months of results in 2015 from the acquisition of BBCAMERICA as compared to approximately two months in 2014. Program rights amortization expense in 2015 includes write-offs of $40,987 based onmanagement's assessment of programming usefulness of certain scripted series at SundanceTV, original series at WE tv, and pilot costs at AMC. Program rightsamortization expense in 2014 includes write-offs of $44,000 primarily related to management's assessment of programming usefulness of certain pilot costs andunscripted series at AMC based on management's decision to focus on scripted series and a canceled scripted original series at WE tv. There may be significantchanges in the level of our technical and operating expenses due to the amortization of content acquisition and/or original programming costs and/or the impact ofmanagement’s periodic assessment of programming usefulness. Such costs will also fluctuate with the level of revenues derived from owned original programmingin each period as these costs are amortized based on the film-forecast-computation method. As additional competition for programming increases and alternatedistribution technologies continue to develop in the industry, costs for content acquisition and original programming may increase.International and OtherThe increase in the International and Other segment was primarily due to an increase at AMC Networks International of $13,151 due to an increase inprogram rights amortization expense and other direct programming related costs due to the increased investment in original programming as well as thecomparison of twelve months of results from the acquisition of Chellomedia in 2015 as compared to eleven months in 2014. In addition, technical and operatingexpense increased $6,801 at IFC Films principally due to increased participation expense related to the film, Boyhood. Foreign currency translation had a favorableimpact on the change in technical and operating expense of approximately $29,800.37Selling, general and administrative expenseThe components of selling, general and administrative expense primarily include sales, marketing and advertising expenses, administrative costs and costs offacilities.Selling, general and administrative expense increased $75,630 to $636,580 for 2015 as compared to 2014 . The net change by segment was as follows: Years Ended December 31, 2015 2014 $ change % changeNational Networks$484,484 $403,232 $81,252 20.2 %International and Other152,132 157,776 (5,644) (3.6)Inter-segment eliminations(36) (58) 22 (37.9)Total$636,580 $560,950 $75,630 13.5 %Percentage of revenues, net24.7% 25.8% National NetworksThe increase in the National Networks segment was primarily attributable to the impact of a full twelve months of results from the acquisition of BBCAMERICA as compared to approximately two months in 2014, an increase in marketing expense of $32,670 (excluding BBC AMERICA) primarily at AMC dueto the promotion of our original programming series and an increase in share-based compensation expense and expenses relating to long-term incentivecompensation of $13,653. There may be significant changes in the level of our selling, general and administrative expense from quarter to quarter and year to yeardue to the timing of promotion and marketing of original programming series and subscriber retention marketing efforts.International and OtherThe decrease in the International and Other segment was primarily due to acquisition and integration related professional fees incurred in 2014 of $16,552,partially offset by the comparison of twelve months of results in 2015 from the acquisition of Chellomedia as compared to eleven months in 2014. Foreigncurrency translation had a favorable impact on the change in selling, general and administrative expenses of approximately $8,600.Restructuring expenseRestructuring expense of $14,998 is due to $3,194 in the National Networks segment and $11,804 in the International and Other segment, which includescorporate headquarter related charges. Restructuring expense at the National Networks segment represents severance charges incurred related to employeeterminations associated with the elimination of certain positions. Restructuring expense at the International and Other segment primarily represents $7,899 ofseverance charges incurred related to employee terminations associated with the elimination of certain positions and $3,905 of costs related to the elimination ofdistribution in certain territories.Depreciation and amortizationDepreciation and amortization increased $13,983 to $83,031 for 2015 as compared to 2014 . The net change by segment was as follows: Years Ended December 31, 2015 2014 $ change % changeNational Networks$29,742 $21,480 $8,262 38.5%International and Other53,289 47,568 5,721 12.0 $83,031 $69,048 $13,983 20.3%The increase in depreciation and amortization expense at the National Networks segment was primarily attributable to an increase in amortization expense of$6,747 related to identifiable intangible assets acquired as a result of the impact of a full twelve months of results in 2015 from the acquisition of BBC AMERICAas compared to approximately two months in 2014 and an increase in depreciation expense of $1,514 due to fixed asset additions.The increase in depreciation and amortization expense in the International and Other segment was primarily attributable to an increase of $3,617 indepreciation of fixed assets and amortization of identifiable intangible assets related to the timing of the Chellomedia acquisition which occurred on January 31,2014 as well as the impact of other smaller acquisitions and the impact of acceleration of amortization of certain identifiable intangible assets associated withcertain channel closures. In addition, foreign currency translation had a favorable impact on depreciation and amortization of $3,992.38AOCFAOCF increased $178,763 to $838,242 for 2015 as compared to 2014 . The net change by segment was as follows: Years Ended December 31, 2015 2014 $ change % changeNational Networks$810,993 $633,584 $177,409 28.0 %International and Other29,757 24,421 5,336 21.9Inter-segment eliminations(2,508) 1,474 (3,982) (270.1)AOCF$838,242 $659,479 $178,763 27.1 %National Networks AOCF increased due to an increase in revenues, net of $391,445 , partially offset by an increase in technical and operating expenses of$135,014 resulting primarily from an increase in program rights expense and an increase in selling, general and administrative expenses of $79,022. These changesare affected by the timing of the acquisition of BBC AMERICA on October 23, 2014. As a result of the factors discussed above impacting the variability inrevenues and operating expenses, we expect AOCF to vary from quarter to quarter.International and Other AOCF increased due to an increase in revenues, net of $18,357 and a decrease in selling, general and administrative expenses of$6,071, partially offset by an increase in technical and operating expenses of $19,092 . These changes are affected by the timing of the acquisition of Chellomediaon January 31, 2014 and smaller acquisitions which occurred in 2015 and 2014. In addition, foreign currency translation had an unfavorable impact on AOCF ofapproximately $12,000.Interest expense, netThe decrease in interest expense, net of $3,121 from 2014 to 2015 was attributable to a combination of changes in the fair value of interest rate swapcontracts and an increase in interest income.Miscellaneous, netThe decrease in miscellaneous expense, net of $19,805 is primarily the result of a gain recorded in 2015 on the acquisition of a controlling interest in apreviously non-consolidated joint-venture of approximately $16,137, an increase in earnings of equity method investments of $4,866, a decrease in net foreigncurrency transaction losses of $1,738 principally from the translation of monetary assets and liabilities that are denominated in currencies other than the underlyingfunctional currency of the applicable entity, a net decrease in the loss on derivative contracts of $2,361 primarily related to a loss on foreign currency optioncontracts recorded in 2014 due to such contracts being settled with the counterparties prior to their expiration, partially offset by a gain of $4,789 realized on thesale of an investment in 2014.Income tax expenseIncome tax expense attributable to continuing operations was $201,090 for the year ended December 31, 2015 , representing an effective tax rate of 34%.The effective tax rate differs from the federal statutory rate of 35% due primarily to state income tax expense of $11,555, tax benefit from foreign subsidiaryearnings indefinitely reinvested outside of the U.S. of $10,996, tax benefit from the domestic production activities deduction of $15,229, tax expense of $2,841related to uncertain tax positions, including accrued interest and tax expense of $7,944 resulting from an increase in the valuation allowance relating primarily tocertain foreign and local income tax credit carry forwards.Income tax expense attributable to continuing operations was $129,155 for the year ended December 31, 2014, representing an effective tax rate of 32%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to state income tax expense of $7,941, tax benefit from foreign subsidiary earningsindefinitely reinvested outside of the U.S. of $7,407, tax benefit from the domestic production activities deduction of $9,873, tax benefit of $5,065 related touncertain tax positions, including accrued interest and tax expense of $5,705 resulting from an increase in the valuation allowance relating primarily to certainforeign and local income tax credit carry forwards. The tax benefit relating to reductions in uncertain tax positions is primarily due to an audit settlement.Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests consists of the noncontrolling parties' share of net earnings of consolidated joint ventures. The net changefor the year ended December 31, 2015 as compared to the year ended December 31, 2014 is primarily due to the impact of the acquisitions of BBC AMERICA(October 23, 2014) and Chellomedia (January 31, 2014).39Year Ended December 31, 2014 Compared to Year Ended December 31, 2013The following table sets forth our consolidated results of operations for the periods indicated. Years Ended December 31, 2014 2013 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$2,175,641 100.0 % $1,591,858 100.0 % $583,783 36.7 %Operating expenses: Technical and operating (excluding depreciationand amortization)983,575 45.2 662,233 41.6 321,342 48.5Selling, general and administrative560,950 25.8 425,735 26.7 135,215 31.8Restructuring expense15,715 0.7 — — 15,715 n/mDepreciation and amortization69,048 3.2 54,667 3.4 14,381 26.3Litigation settlement gain— — (132,944) (8.4) 132,944 (100.0)Total operating expenses1,629,288 74.9 1,009,691 63.4 619,597 61.4Operating income546,353 25.1 582,167 36.6 (35,814) (6.2)%Other income (expense): Interest expense, net(128,829) (5.9) (115,041) (7.2) (13,788) 12.0Write-off of deferred financing costs— — (4,007) (0.3) 4,007 (100.0)Loss on extinguishment of debt— — (1,087) (0.1) 1,087 (100.0)Miscellaneous, net(20,496) (0.9) 6,969 0.4 (27,465) (394.1)Total other income (expense)(149,325) (6.9) (113,166) (7.1) (36,159) 32.0Income from continuing operations before incometaxes397,028 18.2 469,001 29.5 (71,973) (15.3)Income tax expense(129,155) (5.9) (178,841) (11.2) 49,686 (27.8)Income from continuing operations267,873 12.3 290,160 18.2 (22,287) (7.7)Income from discontinued operations, net of incometaxes(3,448) (0.2) — — (3,448) n/mNet income including noncontrolling interests264,425 12.2 % 290,160 18.2 % (25,735) (8.9)Net (income) loss attributable to noncontrollinginterests(3,628) (0.2)% 578 — % (4,206) (727.7)%Net income attributable to AMC Networks’stockholders$260,797 12.0 % $290,738 18.3 % $(29,941) (10.3)%The following is a reconciliation of our consolidated operating income to AOCF: Years Ended December 31, 2014 2013 $ change % changeOperating income$546,353 $582,167 $(35,814) (6.2)%Share-based compensation expense28,363 20,299 8,064 39.7Depreciation and amortization69,048 54,667 14,381 26.3Litigation settlement gain— (132,944) 132,944 (100.0)Restructuring expense15,715 — 15,715 n/mConsolidated AOCF$659,479 $524,189 $135,290 25.8 %40National Networks Segment ResultsThe following table sets forth our National Networks segment results for the periods indicated. Years Ended December 31, 2014 2013 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$1,743,922 100.0% $1,536,287 100.0% $207,635 13.5 %Operating expenses: Technical and operating (excluding depreciationand amortization)728,690 41.8 608,656 39.6 120,034 19.7Selling, general and administrative403,232 23.1 368,642 24.0 34,590 9.4Restructuring expense3,664 0.2 — — 3,664 n/mDepreciation and amortization21,480 1.2 42,036 2.7 (20,556) (48.9)Operating income$586,856 33.7% $516,953 33.6% $69,903 13.5 %Share-based compensation expense21,584 1.2 17,783 1.2 3,801 21.4Depreciation and amortization21,480 1.2 42,036 2.7 (20,556) (48.9)Restructuring expense3,664 0.2 — — 3,664 n/mAOCF$633,584 36.3% $576,772 37.5% $56,812 9.8 %International and Other Segment ResultsThe following table sets forth our International and Other segment results for the periods indicated. Years Ended December 31, 2014 2013 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$434,221 100.0 % $55,887 100.0 % $378,334 677.0 %Operating expenses: Technical and operating (excluding depreciationand amortization)258,803 59.6 57,782 103.4 201,021 347.9Selling, general and administrative157,776 36.3 57,097 102.2 100,679 176.3Restructuring expense12,051 2.8 — — 12,051 n/mDepreciation and amortization47,568 11.0 12,631 22.6 34,937 276.6Litigation settlement gain— — (132,944) (237.9) 132,944 (100.0)Operating (loss) income$(41,977) (9.7)% $61,321 109.7 % $(103,298) (168.5)%Share-based compensation expense6,779 1.6 2,516 4.5 4,263 169.4Depreciation and amortization47,568 11.0 12,631 22.6 34,937 276.6Litigation settlement gain— — (132,944) (237.9) 132,944 (100.0)Restructuring expense12,051 2.8 — — 12,051 n/mAOCF (deficit)$24,421 5.6 % $(56,476) (101.1)% $80,897 (143.2)%41Revenues, netRevenues, net increased $583,783 to $2,175,641 for the year ended December 31, 2014 as compared to the year ended December 31, 2013 . The net changeby segment was as follows: Years Ended December 31, 2014 % oftotal 2013 % oftotal $ change % changeNational Networks$1,743,922 80.2 % $1,536,287 96.5 % $207,635 13.5%International and Other434,221 20.0 55,887 3.5 378,334 677.0Inter-segment eliminations(2,502) (0.1) (316) — (2,186) 691.8Consolidated revenues, net$2,175,641 100.0 % $1,591,858 100.0 % $583,783 36.7%National NetworksThe increase in National Networks revenues, net was attributable to the following: Years Ended December 31, 2014 % oftotal 2013 % oftotal $ change % changeAdvertising$764,610 43.8% $662,789 43.1% $101,821 15.4%Distribution979,312 56.2 873,498 56.9 105,814 12.1 $1,743,922 100.0% $1,536,287 100.0% $207,635 13.5%•Advertising revenues increased $101,821 across all of our networks, with the largest increase at AMC. This increase resulted from higher pricing perunit sold due to an increased demand for our programming by advertisers at all of our networks, led by The Walking Dead . Prior to September 2013,SundanceTV principally sold sponsorships, but since then it migrated to a traditional advertising sales model. The increase in advertising revenueswas also impacted by the inclusion of the results of BBC AMERICA from the date of acquisition of October 23, 2014.•Distribution revenues increased $105,814 principally due to an increase of $57,303 primarily from licensing and home video revenues derived fromour original programming, primarily at AMC, and to a lesser extent at Sundance TV and WE tv, and an increase of $48,511 in affiliation feerevenues. The increase in affiliation fee revenues resulted from an increase in viewing subscribers, primarily at IFC and WE tv, and an increase inrates, primarily at AMC. In addition, the increase in distribution revenues was also impacted by the inclusion of the results of BBC AMERICA fromthe date of acquisition of October 23, 2014.The following table presents certain subscriber information at December 31, 2014 and December 31, 2013 : Estimated Domestic Subscribers (1) December 31, 2014 December 31, 2013National Programming Networks: AMC95,000 97,400WE tv85,400 84,000BBC AMERICA (2)78,200 79,500IFC73,700 69,900SundanceTV56,600 56,200________________(1)Estimated U.S. subscribers as measured by Nielsen.(2)Acquired in October 2014 (see discussion above).The increase in subscribers reflects the repositioning of WE tv and IFC with certain operators to more widely distributed tiers of service. Additionally, thenumber of reported subscribers may be impacted by changes in the Nielsen sample and does not necessarily correlate to changes in the Company's viewingsubscribers.42International and OtherThe increase in International and Other revenues, net was attributable to the following: Years Ended December 31, 2014 % oftotal 2013 % oftotal $ change % changeAdvertising$55,726 12.8% $— —% $55,726 n/mDistribution378,495 87.2 55,887 100.0 322,608 577.3 $434,221 100.0% $55,887 100.0% $378,334 677.0%Advertising and distribution revenues increased $357,632 at AMC Networks International primarily due to the inclusion of the results of Chellomedia fromthe acquisition date of January 31, 2014. Distribution revenues also increased $21,321 at IFC Films principally due to an increase in theatrical and participationrevenues primarily driven by the performance of the theatrical release of the film, Boyhood.Technical and operating expense (excluding depreciation and amortization)Technical and operating expense (excluding depreciation and amortization) increased $321,342 to $983,575 for 2014 as compared to 2013 . The net changeby segment was as follows: Years Ended December 31, 2014 2013 $ change % changeNational Networks$728,690 $608,656 $120,034 19.7 %International and Other258,803 57,782 201,021 347.9Inter-segment eliminations(3,918) (4,205) 287 (6.8)Total$983,575 $662,233 $321,342 48.5 %Percentage of revenues, net45.2% 41.6% National NetworksThe increase in the National Networks segment was attributable to increased program rights amortization expense of $52,960 and an increase of $67,074 forother direct programming related costs, primarily including participation and residuals, and development costs. The increase in program rights amortizationexpense is due to our increased investment in owned original series primarily at AMC, and to a lesser extent WE tv, SundanceTV, and IFC. Program rightsamortization expense for the year ended December 31, 2014 included write-offs of $44,000 primarily related to management's assessment of programmingusefulness of certain pilot costs and unscripted series at AMC based on management's decision to focus on scripted series and a canceled scripted original series atWE tv. Program rights write-offs of $61,005 in 2013 primarily related to two AMC scripted original series which were canceled in 2013, and to a lesser extent toprogramming at SundanceTV as we prepared our programming schedule for the transition to a traditional advertising model.International and OtherThe increase in the International and Other segment was primarily due to increased program rights amortization expense of $77,592 and an increase of$123,429 for other direct programming related costs, including costs of origination and transmission, principally due to the impact of the acquisition ofChellomedia from the date of acquisition, January 31, 2014.Selling, general and administrative expenseSelling, general and administrative expense increased $135,215 to $560,950 for 2014 as compared to 2013 . The net change by segment was as follows: Years Ended December 31, 2014 2013 $ change % changeNational Networks$403,232 $368,642 $34,590 9.4%International and Other157,776 57,097 100,679 176.3Inter-segment eliminations(58) (4) (54) 1,350.0Total$560,950 $425,735 $135,215 31.8%Percentage of revenues, net25.8% 26.7% 43National NetworksThe increase in the National Networks segment was primarily attributable to increased advertising sales related expenses of $14,034 primarily related to theoverall increase in advertising sales revenues, increased general and administration expenses of $9,198 primarily due to an increase in professional fees including$5,955 in acquisition-related professional fees related to BBC AMERICA, employee-related expenses and other corporate expenses, increased corporateallocations of $7,191 and increased share-based compensation expense and expenses relating to long-term incentive compensation of $4,126.International and OtherThe increase in the International and Other segment was primarily due to an increase at AMC Networks International of $88,066 principally due to theinclusion of the results of Chellomedia from the acquisition date of January 31, 2014, including increased acquisition-related professional fees incurred of $8,457primarily due to the acquisition and integration of Chellomedia, an increase in marketing and selling expenses of $7,790 at IFC Films principally due to theexploitation of Boyhood, and increased share-based compensation expense and expenses relating to long-term incentive compensation of $6,217, partially offset bya decrease in legal fees and other related costs and expenses of $2,255 compared to the same period in 2013 in connection with the DISH Network contract dispute.Restructuring expenseRestructuring expense of $15,715 is due to $3,664 in the National Networks segment and $12,051 in the International and Other segment, which includescorporate headquarter related charges. Restructuring expense at both the National Networks and International and Other segments primarily represents severancecharges incurred related to employee terminations associated with the elimination of certain positions.Depreciation and amortizationDepreciation and amortization increased $14,381 to $69,048 for 2014 as compared to 2013 . The net change by segment was as follows: Years Ended December 31, 2014 2013 $ change % changeNational Networks$21,480 $42,036 $(20,556) (48.9)%International and Other47,568 12,631 34,937 276.6 $69,048 $54,667 $14,381 26.3 %The decrease in depreciation and amortization expense in the National Networks segment was primarily attributable to a decrease in amortization expense of$20,655, principally at AMC as certain intangible assets became fully amortized in the third quarter of 2013, partially offset by an increase in amortization of$1,209 related to identifiable intangible assets acquired in connection with the BBC AMERICA acquisition.The increase in depreciation and amortization expense in the International and Other segment was primarily attributable to an increase in amortizationexpense of $19,582 principally related to the amortization of identifiable intangible assets and an increase in depreciation expense of $15,085 principally related to property and equipment acquired in connection with the Chellomedia acquisition.Litigation settlement gainLitigation settlement gain relates to the final allocation of the proceeds from the settlement of litigation with DISH Network (see “DISH Network” discussionabove). The deferred litigation settlement proceeds liability of approximately $308,000 recorded in the consolidated balance sheet at December 31, 2012 less the$175,000 paid to Cablevision on April 9, 2013 resulted in a gain of $132,944 for the year ended December 31, 2013 included in the International and Othersegment.44AOCFAOCF increased $135,290 to $659,479 for 2014 as compared to 2013 . The net change by segment was as follows: Years Ended December 31, 2014 2013 $ change % changeNational Networks$633,584 $576,772 $56,812 9.8 %International and Other24,421 (56,476) 80,897 (143.2)Inter-segment eliminations1,474 3,893 (2,419) (62.1)AOCF$659,479 $524,189 $135,290 25.8 %National Networks AOCF increased due to an increase in revenues, net of $207,635, partially offset by an increase in technical and operating expensesof $120,034 resulting primarily from an increase in program rights and an increase in selling and administrative expenses of $30,788.International and Other AOCF increased due to an increase in revenues, net of $378,334, partially offset by an increase in technical and operating expensesof $201,021 and an increase in selling, general and administrative expenses of $96,416 due principally to the inclusion of the results of the Chellomedia acquisitionfrom the acquisition date of January 31, 2014.Interest expense, netThe increase in interest expense, net of $13,788 from 2013 to 2014 was attributable to the following:Higher average debt balances$13,351Change in fair value of interest rate swap contracts(344)Increase in interest income(885)Increase in capital leases1,463Other203 $13,788The increase in interest expense due to higher average debt balances is a result of incurring additional indebtedness of $600,000 under our Term Loan AFacility (defined below) on January 31, 2014 to partially fund the acquisition of Chellomedia. See "Amended and Restated Senior Secured Credit Facility"discussion below.Write-off of deferred financing costsOn December 16, 2013, we entered into an amended and restated credit agreement. This credit agreement amended and restated AMC Networks’ June 30,2011 original credit agreement in its entirety. In connection with this amendment, we recorded a write-off of deferred financing costs of $4,007 for the year endedDecember 31, 2013, which includes certain unamortized deferred financing costs associated with the original credit agreement of $3,719 and certain financingcosts relating to the amended and restated credit agreement of $288.Loss on extinguishment of debtAs discussed above, in connection with entering into the amended and restated credit agreement on December 16, 2013, we also recorded a loss onextinguishment of debt of $1,087 for the year ended December 31, 2013 related to a portion of the unamortized discount associated with the June 30, 2011 originalcredit agreement that was written off.Miscellaneous, netThe decrease in miscellaneous, net of $27,465 is primarily the result of $29,325 of net foreign currency unrealized transaction losses principally from thetranslation of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity and a realizedloss of $3,009 on derivative contracts primarily related to foreign currency option contracts which prior to their expiration, and in connection with the purchase ofChellomedia on January 31, 2014, were settled with the counterparties, partially offset by a gain of $4,789 realized on the sale of an investment.Income tax expenseIncome tax expense attributable to continuing operations was $129,155 for the year ended December 31, 2014, representing an effective tax rate of 32%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to state income tax expense of $7,941, tax benefit from foreign subsidiary earningsindefinitely reinvested outside of the U.S. of $7,407, tax benefit from the domestic production activities deduction of $9,873, tax benefit of $5,065 related touncertain tax positions, including45accrued interest and tax expense of $5,705 resulting from an increase in the valuation allowance relating primarily to certain foreign and local income tax creditcarry forwards. The tax benefit relating to reductions in uncertain tax positions is primarily due to an audit settlement.Income tax expense attributable to continuing operations was $178,841 for the year ended December 31, 2013, representing an effective tax rate of 38%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to state income tax expense of $8,786, tax expense of $9,089 related to uncertain taxpositions, including accrued interest and tax expense of $5,179 resulting from an increase in the valuation allowance relating primarily to certain foreign and localincome tax credit carry forwards.Liquidity and Capital ResourcesOverviewOur operations have historically generated positive net cash flow from operating activities. However, each of our programming businesses has substantialprogramming acquisition and production expenditure requirements.Sources of cash primarily include cash flow from operations, amounts available under our revolving credit facility (as described below) and access to capitalmarkets. Although we currently believe that amounts available under our revolving credit facility will be available when and if needed, we can provide noassurance that access to such funds will not be impacted by adverse conditions in the financial markets. The obligations of the financial institutions under ourrevolving credit facility 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. As apublic company, we may have access to other sources of capital such as the public bond markets.Our principal uses of cash include the acquisition and production of programming, investments and acquisitions, debt service and payments for income taxes.We continue to increase our investment in original programming, the funding of which generally occurs six to nine months in advance of a program’s airing. Weexpect this increased investment to continue in 2016. Additionally, in 2015 we incurred increased capital expenditures as compared to historical years primarilyrelated to investments in our broadcasting and technology facilities.As of December 31, 2015 , our consolidated cash and cash equivalents balance includes approximately $101,114 held by foreign subsidiaries, some of whichhave earnings that have not been subject to U.S. tax. Repatriation of earnings not previously subject to U.S. tax would generally require us to accrue and pay U.S.tax on such amount. The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated, aside fromundistributed earnings of certain of the Company’s foreign subsidiaries that are intended to be permanently reinvested or repatriated in a tax-free manner. Theamount of such undistributed earnings was approximately $34,000 as of December 31, 2015 . Determination of the amount of unrecognized deferred tax liabilityfor temporary differences related to these earnings is not practicable. We believe that a combination of cash-on-hand, cash generated from operating activities and availability under our revolving credit facility will providesufficient liquidity to service the principal and interest payments on our indebtedness, along with our other funding and investment requirements over the nexttwelve months and over the longer term. However, we do not expect to generate sufficient cash from operations to repay at maturity the entirety of the thenoutstanding balances of our debt. As a result, we will then be dependent upon our ability to access the capital and credit markets in order to repay or refinance theoutstanding balances of our indebtedness. See Item 1A, “Risk Factors – Risks Related to Our Debt” in this Annual Report.Cash Flow DiscussionThe following table is a summary of cash flows provided by (used in) continuing operations and discontinued operations for the periods indicated: Years Ended December 31, 2015 2014 2013Continuing operations: Cash flow provided by (used in) operating activities$370,039 $375,762 $(49,463)Cash flow used in investing activities(116,770) (1,223,210) (26,146)Cash flow provided by (used in) financing activities(127,279) 574,877 (19,953)Net increase (decrease) in cash from continuing operations125,990 (272,571) (95,562)Discontinued operations: Net decrease in cash flow from discontinued operations$— $(2,955) $—46Continuing OperationsOperating ActivitiesNet cash provided by operating activities amounted to $370,039 for the year ended December 31, 2015 as compared to $375,762 for the year endedDecember 31, 2014 . In 2015 , net cash provided by operating activities resulted from $1,299,047 of net income before depreciation and amortization and othernon-cash items, which was partially offset by payments for program rights of $839,123 . Additionally, accounts payable, accrued expenses and other liabilitiesincreased $42,351 primarily due to higher accrued participation and employee related liabilities at December 31, 2015 as compared to the prior year. Accountsreceivable, trade, increased $111,005 at December 31, 2015 as compared to the prior year primarily driven by higher revenues as well as timing of cash receipts.Changes in all other assets and liabilities during the year resulted in a decrease in cash of $21,231 .In 2014, net cash provided by operating activities resulted from $1,031,242 of net income before depreciation and amortization and other non-cash items,which was partially offset by payments for program rights of $690,237. Additionally, accounts payable, accrued expenses and other liabilities increased $87,472primarily due to higher accrued participation and employee related liabilities at December 31, 2014 as compared to the prior year. Accounts receivable, trade,increased $72,984 at December 31, 2014 as compared to the prior year primarily driven by higher revenues as well as timing of cash receipts. Changes in all otherassets and liabilities during the year resulted in an increase in cash of $20,269.Net cash used in operating activities for the year ended December 31, 2013 resulted from $1,041,196 of net income before depreciation and amortization andother non-cash items and an increase of $17,789 in accounts payable, accrued expenses and other liabilities which was more than offset by payments for programrights of $517,343, a net decrease in deferred revenue and deferred litigation settlement proceeds of $337,700 primarily due to the final allocation of the SettlementFunds (see “DISH Network” discussion above), a decrease in income taxes payable of $111,881, an increase in accounts receivable, trade of $80,083 driven byhigher revenues as well as timing of cash receipts, an increase in prepaid expenses and other assets of $52,836, as well as a net decrease in other net liabilities of$8,605.Investing ActivitiesNet cash used in investing activities for the years ended December 31, 2015 , 2014 and 2013 was $116,770 , $1,223,210 and $26,146 , respectively. In 2015 ,net cash used in investing activities was primarily related to capital expenditures of $68,321 , primarily for the purchase of information technology hardware andsoftware and transmission related equipment, as well as purchases of investments of $24,250 and a number of small acquisitions totaling $24,199.In 2014, cash used in investing activities primarily related to payments for the acquisitions of Chellomedia, BBC AMERICA and a small internationalchannel, net of cash acquired of $1,184,587 . Net cash used in investing activities also included capital expenditures of $39,739 for the year ended December 31,2014 primarily for the purchase of information technology hardware and software and transmission related equipment.For the year ended December 31, 2013, net cash used in investing was driven by capital expenditures of $24,303 .Financing ActivitiesNet cash provided by (used in) financing activities amounted to $(127,279) for the year ended December 31, 2015 as compared to $574,877 for the yearended December 31, 2014 and $(19,953) for the year ended December 31, 2013. In 2015 , cash used in financing activities was driven by repayment of long-termdebt and promissory notes of $114,000 as well as taxes paid in lieu of shares issued for equity-based compensation of $14,452 .Net cash provided by financing activities for the year ended December 31, 2014 was primarily driven by proceeds from the issuance of long-term debt of$600,000 , partially offset by taxes paid in lieu of shares issued for equity-based compensation of $22,192 and payments for financing costs of $9,266 .Net cash used in financing activities for the year ended December 31, 2013 consisted primarily of payments for financing costs of $12,994 and treasury stockacquired from the acquisition of restricted shares of $12,135, partially offset by the excess tax benefits from share-based compensation arrangements of $4,975.Debt Financing AgreementsAmended and Restated Senior Secured Credit FacilityOn December 16, 2013 (the “Refinancing Date”), AMC Networks and its subsidiary, AMC Network Entertainment LLC (the “Borrowers”), and certain ofAMC Networks’ subsidiaries, as restricted subsidiaries, entered into an amended and restated credit agreement, which amended and restated AMC Networks’original credit facility dated June 30, 2011 in its entirety (the "Original Credit Facility").The amended and restated credit agreement provides the Borrowers with senior secured credit facilities consisting of (a) an initial $880,000 term loan A thatwas used by AMC Networks to retire the then outstanding term loan A facility provided under47the original credit agreement, (b) a subsequent $600,000 term loan A (together with clause (a), the “Term Loan A Facility”)which was drawn on January 31, 2014upon the satisfaction of certain conditions related to consummation of the Chellomedia Acquisition, see “Acquisition of Chellomedia” discussed above, and (c) a$500,000 revolving credit facility (together with the Term Loan A Facility, collectively, the “Credit Facility”). The Term Loan A Facility matures on December 16,2019. The revolving credit facility matures on December 16, 2018.The revolving credit facility was not drawn upon at December 31, 2015 . Total undrawn revolver commitments are available to be drawn for our generalcorporate purposes.In connection with the Credit Facility, AMC Networks incurred deferred financing costs of $9,266 and $12,669 for the years ended December 31, 2014 and2013, respectively, which are amortized to interest expense, utilizing the effective interest method, over the term of each respective component of the CreditFacility.Borrowings under the Credit Facility bear interest at a floating rate, which at the option of the Borrowers may be either (a) a base rate plus an additional rateranging from 0.50% to 1.25% per annum (determined based on a cash flow ratio) (the “Base Rate”), or (b) a Eurodollar rate plus an additional rate ranging from1.50% to 2.25% per annum (determined based on a cash flow ratio) (the “Eurodollar Rate”). At December 31, 2015 , the interest rate on the Term Loan A Facilitywas 1.78% , reflecting a Eurodollar Rate plus the additional rate as described herein.The Credit Facility requires the Borrowers to pay a commitment fee of between 0.25% and 0.50% (determined based on a cash flow ratio) in respect of theaverage daily unused commitments under the revolving credit facility. The Borrowers also are required to pay customary letter of credit fees, as well as frontingfees, to banks that issue letters of credit pursuant to the Credit Facility.All obligations under the Credit Facility are guaranteed, jointly and severally, by certain of AMC Networks’ existing and future domestic restrictedsubsidiaries in accordance with the Credit Facility. All obligations under the Credit Facility, including the guarantees of those obligations, are secured by certainassets of the Borrowers and certain of their restricted subsidiaries.Borrowings under the Credit Facility may be voluntarily prepaid without premium and penalty at any time. The Term Loan A Facility also provides forvarious mandatory prepayments, including with the proceeds from certain dispositions of property and borrowings. The Term Loan A Facility is required to berepaid in quarterly installments of $18,500 from March 31, 2015 through December 31, 2015, $37,000 beginning March 31, 2016 through December 31, 2016,$55,500 beginning March 31, 2017 through December 31, 2017, $74,000 beginning March 31, 2018 through September 30, 2019 and $518,000 on December 16,2019, which is the Term Loan A Facility maturity date. Any amounts outstanding under the revolving credit facility are due at maturity on December 16, 2018.The Credit Facility contains certain affirmative and negative covenants applicable to the Borrowers and certain of their restricted subsidiaries. These includerestrictions on the Borrowers’ and certain of their restricted subsidiaries ability to incur indebtedness, make investments in entities that are not restrictedsubsidiaries, place liens on assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability topay dividends on its common stock. The Credit Facility also requires the Borrowers to comply with the following financial covenants: (i) a maximum ratio of netdebt to annual operating cash flow (each defined in the Credit Facility) of 6.50:1 initially, which decreased to 6.00:1 on January 1, 2016; and (ii) a minimum ratioof annual operating cash flow to annual total interest expense (as defined in the Credit Facility) of 2.50:1.AMC Networks was in compliance with all of its covenants under the Credit Facility as of December 31, 2015 .7.75% Senior Notes due 2021On June 30, 2011, AMC Networks issued $700,000 in aggregate principal amount of its 7.75% senior notes, net of an original issue discount of $14,000 ,due July 15, 2021 (the “7.75% Notes”) to CSC Holdings, as partial consideration for the transfer to AMC Networks of the RMH businesses in June 2011, which isreflected as a deemed capital distribution in the consolidated statement of stockholders’ deficiency for the year ended December 31, 2011. CSC Holdings used theCompany’s 7.75% Notes to satisfy and discharge outstanding CSC Holdings debt. The recipients of the 7.75% Notes or their affiliates then offered the 7.75%Notes to investors, through an offering memorandum dated June 22, 2011, which ultimately resulted in the 7.75% Notes being held by third party investors.The 7.75% Notes were issued under an indenture dated as of June 30, 2011 (the “7.75% Notes Indenture”).In connection with the issuance of the 7.75% Notes, AMC Networks incurred deferred financing costs of $1,533 , which are being amortized, using theeffective interest method, to interest expense over the term of the 7.75% Notes.Interest on the 7.75% Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on January 15 and July 15 of each year.48The 7.75% Notes may be redeemed, in whole or in part, at any time on or after July 15, 2016 , at a redemption price equal to 103.875% of the principalamount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plusaccrued and unpaid interest thereon, if any, to the date of such redemption) beginning on July 15, 2019 .In addition, if AMC Networks experiences a Change of Control (as defined in the 7.75% Notes Indenture), the holders of the 7.75% Notes may require AMCNetworks to repurchase for cash all or a portion of their 7.75% Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interestthereon, if any, to the date of such repurchase).AMC Networks is a holding company and has no independent assets or operations of its own. The 7.75% Notes are guaranteed on a senior unsecured basisby certain of AMC Networks’ existing and future domestic restricted subsidiaries, in accordance with the 7.75% Notes Indenture. The guarantees under the 7.75%Notes are full and unconditional and joint and several.The 7.75% Notes Indenture contains certain affirmative and negative covenants applicable to AMC Networks and its restricted subsidiaries includingrestrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not restricted subsidiaries, createliens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability to pay dividendson, or repurchase, its common stock.AMC Networks was in compliance with all of its covenants under its 7.75% Notes Indenture as of December 31, 2015 .4.75% Senior Notes due 2022On December 17, 2012, AMC Networks issued $600,000 in aggregate principal amount of its 4.75% senior notes, net of an issuance discount of $10,500 ,due December 15, 2022 (the “4.75% Notes”). AMC Networks used the net proceeds of this offering to repay the outstanding amount under its term loan B facilityof approximately $587,600 , with the remaining proceeds used for general corporate purposes. The 4.75% Notes were issued pursuant to an indenture, and firstsupplemental indenture, each dated as of December 17, 2012 (collectively, the “4.75% Notes Indenture”).In connection with the issuance of the 4.75% Notes, AMC Networks incurred deferred financing costs of $1,534 , which are being amortized, using theeffective interest method, to interest expense over the term of the 4.75% Notes.Interest on the 4.75% Notes accrues at the rate of 4.75% per annum and is payable semi-annually in arrears on June 15 and December 15 of each year.The 4.75% Notes may be redeemed, in whole or in part, at any time on or after December 15, 2017 , at a redemption price equal to 102.375% of the principalamount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plusaccrued and unpaid interest thereon, if any, to the date of such redemption) beginning on December 15, 2020 .In addition, if AMC Networks experiences a Change of Control (as defined in the 4.75% Notes Indenture), the holders of the 4.75% Notes may require AMCNetworks to repurchase for cash all or a portion of their 4.75% Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interestthereon, if any, to the date of such repurchase).The 4.75% Notes are guaranteed on a senior unsecured basis by certain of AMC Networks’ existing and future domestic restricted subsidiaries in accordancewith the 4.75% Notes Indenture. The guarantees under the 4.75% Notes are full and unconditional and joint and several.The 4.75% Notes Indenture contains certain affirmative and negative covenants applicable to AMC Networks and its restricted subsidiaries includingrestrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not restricted subsidiaries, createliens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability to pay dividendson, or repurchase, its common stock.AMC Networks was in compliance with all of its covenants under its 4.75% Notes Indenture as of December 31, 2015 .49Contractual Obligations and Off Balance Sheet ArrangementsContractual ObligationsOur contractual obligations as of December 31, 2015 are summarized in the following table: Payments due by period Total Year 1 Years2 - 3 Years4 - 5 More than5 yearsDebt obligations: Principal payments$2,706,000 $148,000 $518,000 $740,000 $1,300,000Interest payments (1)642,028 114,700 227,951 188,127 111,250Program rights obligations730,488 289,897 283,882 136,693 20,016Purchase obligations (2)1,049,927 256,566 225,282 78,333 489,746Operating lease obligations267,627 30,371 45,074 48,707 143,475Guarantees (3)198,507 198,507 — — —Capital lease obligations (4)50,851 6,912 13,824 11,016 19,099Total$5,645,428 $1,044,953 $1,314,013 $1,202,876 $2,083,586(1)Interest on variable rate debt and the variable portion of interest rate swap contracts is estimated based on a LIBOR yield curve as of December 31, 2015 .(2)Purchase obligation amounts not reflected on the balance sheet consist primarily of program rights obligations and transmission and marketingcommitments that have not yet met the criteria to be recorded in the balance sheet.(3)Consists primarily of a guarantee of payments to a production service company for certain production related costs.(4)Capital lease obligation amounts include imputed interest.The contractual obligations table above does not include any liabilities for uncertain income tax positions due to the fact that we are unable to reasonablypredict the ultimate amount or timing of any related payments in settlement of our liabilities for uncertain income tax positions. At December 31, 2015 , theliability for uncertain tax positions was $20,238 , excluding the related accrued interest liability of $2,567 and deferred tax assets of $5,257 . See Note 13 to theaccompanying consolidated financial statements for further discussion of the Company’s income taxes.In connection with the acquisition of BBC AMERICA, the terms of the agreement provide BBCWA with a right to put all of its 50.1% noncontrollinginterest to the Company at the greater of the then fair value or the fair value of the initial equity interest at inception. The put option is exercisable on the fifteenthand twenty-fifth year anniversaries of the agreement. Additionally, in connection with the creation of a joint venture entity in 2013, the terms of the agreementprovide the noncontrolling member with a right to put all of its interest to the Company at the then fair value. The above table does not include any future paymentsthat would be required upon the exercise of these put rights.Off-Balance Sheet ArrangementsWe have no material off-balance sheet arrangements (as defined in Item 303(a)(4) of Regulation S-K).Critical Accounting Policies and EstimatesIn preparing our financial statements, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. These judgments can besubjective and complex and, consequently, actual results could differ materially from those estimates and assumptions. We base our estimates on historicalexperience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about thecarrying values of assets and liabilities that are not readily apparent from other sources. As with any set of assumptions and estimates, there is a range ofreasonably likely amounts that may be reported.The following critical accounting policies have been identified as those that affect the more significant judgments and estimates used in the preparation of theconsolidated financial statements:Acquisition Method of AccountingWe account for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded atthe date of the acquisition at their respective estimated fair values. The excess purchase price50over fair value is recorded as goodwill. In determining estimated fair values, we are required to make estimates and assumptions that affect the recorded amounts,including, but not limited to, expected future cash flows, discount rates, remaining useful lives of long-lived assets, useful lives of identified intangible assets,replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and otherdeferred tax assets. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges in certain instances ifthe asset becomes impaired, and income tax expense or benefit that we report. Our estimates of fair value are based upon assumptions believed to be reasonable,but which are inherently uncertain.Impairment of Long Lived and Indefinite-Lived Intangible AssetsLong-Lived Assets and Amortizable Intangible AssetsWe review our long-lived assets (property and equipment, and intangible assets subject to amortization that arose from acquisitions) for impairmentwhenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted andwithout interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds itsfair value.GoodwillGoodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon theoccurrence of certain events or substantive changes in circumstances.The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair valueof a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or anentity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on thebasis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required.The quantitative impairment test is a two-step process. The first step compares the carrying amount of a reporting unit, including goodwill, with its fair valueutilizing an enterprise-value based approach. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test isperformed to measure the amount of the goodwill impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with thecarrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss isrecognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would berecognized in a business combination.The carrying amount of goodwill, by operating segment is as follows: December 31, 2015National Networks$244,849International and Other491,426 $736,275Based on our annual impairment test for goodwill as of December 1, 2015, no impairment charge was required for any of the reporting units. We performeda qualitative assessment for all reporting units, other than the International Programming Networks reporting unit. The qualitative assessment included, but was notlimited to, consideration of the historical significant excesses of the estimated fair value of the reporting unit over its carrying value (including allocated goodwill),macroeconomic conditions, industry and market considerations, cost factors and historical and projected cash flows. We performed a quantitative assessment forthe International Programming Networks reporting unit. Based on the quantitative assessment, if the fair value of the International Programming Networksreporting unit decreased by 9% , we would be required to perform step-two of the quantitative assessment.In assessing the recoverability of goodwill, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value ofthe respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude ofany such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involveuncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect theestimates. Estimates of fair value for goodwill impairment testing are primarily determined using discounted cash flows and comparable market transactionsmethods. These valuation methods are based on estimates and assumptions including projected future cash flows, discount rate and determination of appropriatemarket comparables and determination of whether a premium or discount should be applied to comparables. Projected future cash flows also include assumptionsfor renewals of affiliation agreements, the projected number of subscribers and the projected average rates per basic and viewing subscribers and growth in fixedprice contractual arrangements used to determine affiliation fee revenue, access to program rights and the cost of such51program rights, amount of programming time that is advertiser supported, number of advertising spots available and the sell through rates for those spots, averagefee per advertising spot and operating margins, among other assumptions. If these estimates or material related assumptions change in the future, we may berequired to record impairment charges related to goodwill.Indefinite-Lived Intangible AssetsIndefinite-lived intangible assets established in connection with business combinations primarily consist of trademarks. The impairment test for identifiableindefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds itsfair value, an impairment loss is recognized in an amount equal to that excess.Based on our impairment test for identifiable indefinite-lived intangible assets, no impairment charge was required. Indefinite-lived intangible assets relate toSundanceTV trademarks, which were valued using a relief-from-royalty method in which the expected benefits are valued by discounting estimated royaltyrevenue over projected revenues covered by the trademarks. In order to evaluate the sensitivity of the fair value calculations for the identifiable indefinite-livedintangible assets, we applied a hypothetical 20% decrease to the estimated fair value of the identifiable indefinite-lived intangible assets. This hypothetical decreasein estimated fair value would not result in an impairment.Significant judgments inherent in estimating the fair value of indefinite-lived intangible assets include the selection of appropriate discount and royalty rates,estimating the amount and timing of estimated future cash flows and identification of appropriate continuing growth rate assumptions. The discount rates used inthe analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.Useful Lives of Finite-Lived Intangible AssetsWe have recognized intangible assets for affiliation agreements and affiliate relationships, advertiser relationships and other intangible assets as a result ofour accounting for business combinations. We have determined that such intangible assets have finite lives. The estimated useful lives and net carrying values ofthese intangible assets at December 31, 2015 are as follows: Net Carrying Value at,December 31, 2015 Estimated Useful Lives in YearsAffiliate and customer relationships$443,809 11 to 25 yearsAdvertiser relationships41,292 11 yearsTrade names44,169 20 yearsOther amortizable intangible assets10 5 years $529,280 The useful lives for the affiliate relationships were determined based upon an analysis of the weighted average remaining terms of existing agreements wehad in place with our major customers at the time that purchase accounting was applied, plus an estimate for renewals of such agreements. We have beensuccessful in renewing our major affiliation agreements and maintaining customer relationships in the past and believe we will be able to renew our majoraffiliation agreements and maintain those customer relationships in the future. However, it is possible that we will not successfully renew such agreements as theyexpire or that if we do, the net revenue earned may not equal or exceed the net revenue currently being earned, which could have a significant adverse impact onour business and the carrying values of the related intangible assets.There have been periods when an existing affiliation agreement has expired and the parties have not finalized negotiations of either a renewal of thatagreement or a new agreement for certain periods of time. In substantially all these instances, the affiliates continued to carry and pay for the service under oral orwritten interim agreements until execution of definitive replacement agreements or renewals. If an affiliate were to cease carrying a service on an other-than-temporary basis, we would record an impairment charge for the then remaining carrying value of that affiliation agreement intangible asset. If we were to renew anaffiliation agreement at rates that produced materially less net revenue compared to the net revenue produced under the previous agreement, we would evaluate theimpact on our cash flows and, if necessary, would further evaluate such indication of potential impairment by following the policy described above under“Impairment of Long-Lived and Indefinite-Lived Assets” for the asset group containing that intangible asset. We also would evaluate whether the remaining usefullife of the affiliate relationship intangible asset remained appropriate.Program RightsRights to programming, including feature films and episodic series acquired under license agreements, are stated at the lower of amortized cost or netrealizable value. Such licensed rights along with the related obligations are recorded at the contract value when a license agreement is executed, unless there isuncertainty with respect to either cost, acceptability or availability. If such uncertainty exists, those rights and obligations are recorded at the earlier of when theuncertainty is resolved or when the license52period begins. Costs are amortized to technical and operating expense on a straight-line basis over a period not to exceed the respective license periods.Our owned original programming is primarily produced by production companies, with the remainder produced by us. Owned original programming costs,including certain development and estimated participation and residual costs, qualifying for capitalization as program rights are amortized to technical andoperating expense over their estimated useful lives, commencing upon the first airing, based on attributable revenue for airings to date as a percentage of totalprojected attributable revenue, or ultimate revenue (film-forecast-computation method). Projected attributable revenue is based on previously generated revenuesfor similar content in established markets, primarily consisting of distribution and advertising revenues, and projected program usage. Projected program usage isbased on the current expectation of future exhibitions taking into account historical usage of similar content. Projected attributable revenue can change based uponprogramming market acceptance, levels of distribution and advertising revenue, and decisions regarding planned program usage. These calculations requiremanagement to make assumptions and to apply judgment regarding revenue and planned usage. We periodically review revenue estimates and planned usage andrevise our assumptions if necessary, which could either accelerate or delay the timing of amortization expense or result in a write-down of the program right to itsfair value. We believe the most sensitive factor affecting our estimate of ultimate revenues is the program’s audience ratings. A program’s strong performancecould result in increased usage and increased revenues in a particular period resulting in accelerated amortization of production costs in that period. Poor ratingsmay result in the reduction of planned usage or the abandonment of a program, which would require a write-off of any unamortized production costs. A failure toadjust for a downward change in estimates of ultimate revenues could result in the understatement of program rights amortization expense for the period.Historically, actual ultimate revenue amounts have not significantly differed from our estimates of ultimate revenue.We periodically review the programming usefulness of our licensed and owned original program rights based on a series of factors, including expected futurerevenue generation from airings on our networks and other exploitation opportunities, ratings, type and quality of program material, standards and practices andfitness for exhibition through various forms of distribution. If it is determined that film or other program rights have no future programming usefulness, a write-offof the unamortized cost is recorded in technical and operating expense. Any capitalized pilot costs for programs that we determine will not be produced are alsowritten off. Program rights write-offs of $43,196 , $44,204 and $61,005 were recorded for the years ended December 31, 2015 , 2014 and 2013 , respectively.Income TaxesJudgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. Consequently, changes in ourestimates with regard to uncertain tax positions and the realization of deferred tax assets will impact our results of operations and financial position. Deferred taxassets are evaluated quarterly for expected future realization and reduced by a valuation allowance to the extent management believes it is more likely than not thata portion will not be realized. See Note 13 to the accompanying consolidated financial statements for further discussion of the Company’s income taxes.Recently Issued Accounting PronouncementsIn November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 Income Taxes (Topic740) Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires deferred tax liabilities and assets be classified as noncurrent in the statement offinancial position. ASU 2015-17 is effective for the first quarter of 2017 with early adoption permitted. The adoption of ASU 2015-17 is not expected to have amaterial impact on the Company's consolidated financial statements.In April 2015, the FASB issued ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs to bepresented in the balance sheet as a direct deduction from the carrying value of the debt. The Company adopted ASU 2015-03 effective for the year endedDecember 31, 2015. The adoption did not have a material impact on the Company's consolidated financial statements.In February 2015, the FASB issued ASU No. 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-02 amends currentGAAP principles relating to the requirements of the reporting entity to consolidate other legal entities, and may require reporting entities that hold variableinterests in other legal entities to re-evaluate consolidation assessments and disclosures. The new standard (i) introduces a separate analysis specific to limitedpartnerships and similar entities for assessing if the equity holders at risk lack decision making rights, (ii) changes the manner in which a reporting entity assessesif an entity is a variable interest entity when decision-making over the entity's most significant activities has been outsourced, (iii) modifies the related-partyrequirement for the power and economics test when determining the primary beneficiary, and (iv) reduces situations where the related-party tiebreaker test isperformed. ASU 2015-02 is effective for the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a materialimpact on the Company's consolidated financial statements.In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 provides new guidance related to howan entity should recognize revenue to depict the transfer of promised goods or services to53customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires anevaluation of (i) transfer of control, (ii) variable consideration, (iii) allocation of selling price for multiple elements, (iv) intellectual property licenses, (v) timevalue of money, and (vi) contract costs. The standard also expands the required disclosures related to revenue and cash flows from contracts with customers toprovide greater insight into both revenue that has been recognized, and revenue that is expected to be recognized in the future from existing contracts. On July 9,2015, the FASB voted to approve a one year delay of the effective date of the standard to the first quarter of 2018, and to permit companies to voluntarily adopt thenew standard as of the original effective date of January 1, 2017. The Company is currently determining its implementation approach and assessing the impact theadoption will have on its consolidated financial statements.Item 7A. Quantitative and Qualitative Disclosure About Market Risk.Fair Value of DebtBased on the level of interest rates prevailing at December 31, 2015 , the fair value of our fixed rate debt of $1,337,625 was more than its carrying value of$1,280,939 by $56,686 . The fair value of these financial instruments is estimated based on reference to quoted market prices for these or comparable securities. Ahypothetical 100 basis point decrease in interest rates prevailing at December 31, 2015 would increase the estimated fair value of our fixed rate debt byapproximately $39,880 to approximately $1,377,500 .Managing our Interest Rate RiskTo manage interest rate risk, we enter into interest rate swap contracts from time to time to adjust the amount of total debt that is subject to variable interestrates. 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 rateswap contracts for speculative or trading purposes and we only enter into interest rate swap contracts with financial institutions that we believe are creditworthycounterparties. We monitor the financial institutions that are counterparties to our interest rate swap contracts and to the extent possible diversify our swapcontracts among various counterparties to mitigate exposure to any single financial institution.As of December 31, 2015 , we have $2,667,808 of debt outstanding (excluding capital leases), of which $1,386,869 outstanding under the Credit Facility issubject to variable interest rates. A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2015 would increase our annual interestexpense by approximately $13,869 .As of December 31, 2015 , we have interest rate swap contracts outstanding with notional amounts aggregating $350,000 . The aggregate fair values ofinterest rate swap contracts at December 31, 2015 was a liability of $2,682 (consisting of $660 included in accrued liabilities and $2,022 in other liabilities). As aresult of these transactions, the interest rate paid on approximately 61% of our debt (excluding capital leases) as of December 31, 2015 is effectively fixed ( 48%being fixed rate obligations and 13% effectively fixed through utilization of these interest rate swap contracts). Cumulative unrealized losses, net of tax on theportion of floating-to-fixed interest rate swaps designated as cash flow hedges was $377 and is included in accumulated other comprehensive loss. AtDecember 31, 2015 , our interest rate swap contracts designated as cash flow hedges were highly effective, in all material respects.Managing our Foreign Currency Exchange Rate RiskWe are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries' respectivefunctional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable(including intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates with respect toamounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreigncurrency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated incurrencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes inforeign currency exchange rates.As a result of our international expansion in recent years, we expect the exposure to foreign currency fluctuations will have a more significant impact on ourfinancial position and results of operations.To manage foreign currency exchange rate risk, we enter into foreign currency contracts from time to time with financial institutions to limit our exposure tofluctuations in foreign currency exchange rates. We do not enter into foreign currency contracts for speculative or trading purposes.The Company recognized $(21,990) , $(23,729) and $7,322 of foreign currency transaction (losses) gains for the years ended December 31, 2015 , 2014 , and2013 , respectively, resulting from the translation of monetary assets and liabilities that are denominated in currencies other than the underlying functional currencyof the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature untilsuch time as the amounts are settled. Such amount is included in miscellaneous, net in the consolidated statement of income.54The Company also recognized a loss of $1,754 for the year ended December 31, 2014 resulting from the settlement of certain foreign currency optioncontracts. Such amount is included in miscellaneous, net in the consolidated statement of income.We also are exposed to fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respectivefinancial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation adjustments are recorded inaccumulated other comprehensive income (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreigncurrency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) withrespect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive income (loss) and equitywith respect to our holdings solely as a result of changes in foreign currency exchange rates.Item 8. Financial Statements and Supplementary Data.The Financial Statements required by this Item 8 appear beginning on page 64 of this Annual Report, and are incorporated by reference herein.Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.None.Item 9A. Controls and Procedures.(a) Evaluation of Disclosure Controls and ProceduresAn evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer andChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)under the Securities Exchange Act of 1934, as amended). Based upon that evaluation as of December 31, 2015 , the Company’s Chief Executive Officer and ChiefFinancial Officer concluded that the Company’s disclosure controls and procedures are effective.(b) Management’s Report on Internal Control over Financial ReportingManagement is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined under the SecuritiesExchange Act of 1934 Rule 13a-15(f). The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have amaterial effect on the financial statements.Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internalcontrol over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to therisk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Under the supervision and with the participation of management, including the Company's Chief Executive Officer and Chief Financial Officer, weconducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework(2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in InternalControl — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2015 .The attestation report of the independent registered public accounting firm on the Company’s internal control over financial reporting is included in thisreport appearing on page F-1.(c) Attestation Report of Independent Registered Public Accounting FirmThe effectiveness of the Company's internal control over financial reporting as of December 31, 2015 has been audited by KPMG LLP, an independentregistered public accounting firm, as stated in their attestation report appearing on page F-1.(d) Changes in Internal Control over Financial Reporting55During the three months ended December 31, 2015 , there were no changes in the Company’s internal control over financial reporting that have materiallyaffected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Item 9B. Other Information.None.56Part IIIItem 10. Directors, Executive Officers and Corporate Governance.Information relating to our directors, executive officers and corporate governance will be included in our definitive Proxy Statement for our 2016 AnnualMeeting of Stockholders, which will be filed within 120 days of the year ended December 31, 2015 (the “ 2016 Proxy Statement”), which is incorporated herein byreference.Item 11. Executive Compensation.Information relating to executive compensation will be included in the 2016 Proxy Statement, which is incorporated herein by reference.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Information relating to the beneficial ownership of our common stock and related stockholder matters will be included in the 2016 Proxy Statement, which isincorporated herein by reference.Item 13. Certain Relationships and Related Transactions, and Director Independence.Information relating to certain relationships and related transactions and director independence will be included in the 2016 Proxy Statement, which isincorporated herein by reference.Item 14. Principal Accounting Fees and Services.Information relating to principal accounting fees and services will be included in the 2016 Proxy Statement, which is incorporated herein by reference.57Part IVItem 15. Exhibits, Financial Statement Schedules.(a) Documents filed as part of the Form 10-K:The following items are filed as part of this Annual Report:(1)The financial statements as indicated in the index set forth on page 64.(2)Financial statement schedule:Schedule II—Valuation and Qualifying AccountsSchedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.(3)Exhibits:The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report.58INDEX TO EXHIBITSExhibitNumber Description of Exhibit 2.1 Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc. (incorporated by reference to Exhibit 2.1 to theCompany’s Amendment No. 6 to Registration Statement on Form 10 filed on June 10, 2011). 2.2 Stock Purchase Agreement dated October 28, 2013, by and among AMC Networks Inc., AMC Acquisition Company LLC, AMC Chello ZoneHoldings Ltd., AMC Minority Holdings B.V., AMC DMC Holdings B.V., Chellomedia Programming B.V., Chellomedia ProgrammingFinancing Holdco II B.V., Chellomedia Direct Programming B.V., United Latin America Programming LLC, LMINT Holdings LLC, LGIVentures B.V., Chellomedia CEE Holdco B.V. and Liberty Global Inc., the Sellers’ Guarantor (incorporated by reference to Exhibit 2.1 to theCompany’s Current Report on Form 8-K filed on October 30, 2013). 3.1(i) Amended and Restated Certificate of Incorporation of AMC Networks Inc. (incorporated by reference to Exhibit 99.4 to the Company’sCurrent Report on Form 8-K filed on July 1, 2011). 3.1(ii) Amended and Restated By-Laws of AMC Networks Inc. (incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form8-K filed on July 1, 2011). 4.1 Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts (incorporated by reference toExhibit 3.5 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 4.2 Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates (incorporated by reference toExhibit 3.6 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 4.3 Indenture dated as of June 30, 2011, by and among AMC Networks Inc., as Issuer, each of the guarantors party thereto and U.S. Bank NationalAssociation, as Trustee, relating to the AMC Networks Inc. 7.75% Senior Notes due July 15, 2021 (incorporated by reference to Exhibit 99.1to the Company’s Current Report on Form 8-K filed on July 1, 2011). 4.4 Registration Rights Agreement, dated as of June 30, 2011, among AMC Networks Inc., the subsidiary guarantors named therein, MerrillLynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers (incorporatedby reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on July 1, 2011). 4.5 Indenture by and among AMC Networks Inc., as Issuer, each of the guarantors party thereto and U.S. Bank National Association, as Trustee(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on December 10, 2012). 4.6 First Supplemental Indenture dated as of December 17, 2012, by and among AMC Networks Inc., as Issuer, each of the guarantors partythereto and U.S. Bank National Association, as Trustee, relating to the AMC Networks Inc. 4.75% Senior Notes due December 15, 2022(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 17, 2012). 10.1 Form of Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc. (incorporated by reference toExhibit 10.2 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.2 Form of Employee Matters Agreement between Cablevision Systems Corporation and AMC Networks Inc. (incorporated by reference toExhibit 10.3 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.3 Form of Equity Administration Agreement between The Madison Square Garden Company and AMC Networks Inc. (incorporated byreference to Exhibit 10.4 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.4 Form of Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group (incorporated by reference to Exhibit 10.5 tothe Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.5 AMC Networks Inc. Amended and Restated 2011 Employee Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’sQuarterly Report on Form 10-Q for the quarter ended June 30, 2012). 10.6 AMC Networks Inc. Amended and Restated 2011 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to theCompany’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012). 10.7 AMC Networks Inc. Amended and Restated 2011 Cash Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2012). 5910.8 Form of Time Sharing Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. (incorporated by reference to Exhibit 10.9to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.9 Form of Time Sharing Agreement between Rainbow Media Holdings LLC and Dolan Family Office, LLC (incorporated by reference toExhibit 10.10 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.10 Form of Aircraft Dry Lease Agreement between Rainbow Media Holdings LLC and New York Aircam Corp. (incorporated by reference toExhibit 10.11 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.11 Form of Aircraft Management Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc. (incorporated by reference toExhibit 10.12 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.12 Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan (incorporated by reference to Exhibit 10.13 to theCompany’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.13 Amended and Restated Employment Agreement dated April 24, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated byreference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 29, 2014). 10.14 Restricted Stock Units Agreement dated April 25, 2014, between AMC Networks Inc. and Joshua W. Sapan (incorporated by reference toExhibit 10.2 to the Company's Current Report on Form 8-K filed on April 29, 2014). 10.15 Employment Agreement by and between AMC Networks Inc. and Edward A. Carroll (incorporated by reference to Exhibit 10.1 to theCompany’s Current Report on Form 8-K filed on April 24, 2013). 10.16 Employment Agreement by and between AMC Networks Inc. and Sean S. Sullivan (incorporated by reference to Exhibit 10.1 to theCompany’s Current Report on Form 8-K filed on March 18, 2013). 10.17 Employment Agreement by and between AMC Networks Inc. and James G. Gallagher (incorporated by reference to Exhibit 10.2 to theCompany’s Current Report on Form 8-K filed on March 18, 2013). 10.18 Form of AMC Networks Inc. Rights Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Amendment No. 5 toRegistration Statement on Form 10 filed on June 6, 2011). 10.19 Form of AMC Networks Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006(incorporated by reference to Exhibit 10.19 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.20 Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009 (incorporated by reference toExhibit 10.20 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.21 Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009 (incorporated by reference toExhibit 10.21 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.22 Form of AMC Networks Inc. Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.22 to the Company’sAmendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.23 Form of Letter Agreement from CSC Holdings, LLC to AMC Networks Inc. regarding VOOM Litigation (incorporated by reference toExhibit 10.25 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). 10.24 Form of Termination Agreement among CSC Holdings, LLC, American Movie Classics Company LLC and WE: Women’s EntertainmentLLC (incorporated by reference to Exhibit 10.26 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6,2011). 10.25 Amended and Restated Credit Agreement, dated December 16, 2013 among AMC Networks Inc. and AMC Network Entertainment LLC, asthe Initial Borrowers, certain subsidiaries of AMC Networks Inc. named therein, as restricted subsidiaries, JPMorgan Chase Bank, N.A., asAdministrative Agent, Collateral Agent and L/C Issuer, the lenders party thereto and the other financial institutions party thereto (incorporatedby reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 19, 2013). 6010.26 Amendment No 1. to the Amended and Restated Credit Agreement, dated January 29, 2015, among AMC Networks Inc. and AMC NetworkEntertainment LLC, as the Initial Borrowers, certain subsidiaries of AMC Networks Inc. named therein, as restricted subsidiaries, JPMorganChase Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, the lenders party thereto and the other financial institutions partythereto (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014). 10.27 Form of AMC Networks Inc. Non-Employee Director Agreement (incorporated by reference to Exhibit 10.4 to the Company’s QuarterlyReport on Form 10-Q for the quarter ended June 30, 2012). *10.28 Confidential Settlement Agreement and Release dated as of October 21, 2012 by and between VOOM HD Holdings LLC, CSC Holdings,LLC, DISH Network L.L.C., and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStarCorporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,2012). 10.29 Form of Performance Award Agreement under the Amended and Restated 2011 Cash Incentive Plan (incorporated by reference to Exhibit10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.30 Form of Restricted Stock Units Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated by reference toExhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.31 Form of Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan. 10.32 Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan. 12 Ratio of Earnings to Fixed Charges. 21 Subsidiaries of the Registrant. 23 Consent of Independent Registered Public Accounting Firm. 24 Power of Attorney (included on the signature page to this Annual Report on Form 10-K). 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.Section 1350. 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document._______________________*Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission in accordance with a request for confidentialtreatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 61SIGNATURESPursuant 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 undersignedthereunto duly authorized. AMC Networks Inc. Date:February 25, 2016 By:/s/ Sean S. Sullivan Sean S. Sullivan Executive Vice President and Chief Financial OfficerPOWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua W. Sapan and Sean S.Sullivan, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead,in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities andExchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite andnecessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agentsor any of them may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantand in the capacities and on the dates indicated.Name Title Date /s/ Joshua W. Sapan President and Chief Executive Officer February 25, 2016Joshua W. Sapan (Principal Executive Officer) /s/ Sean S. Sullivan Executive Vice President and Chief Financial Officer February 25, 2016Sean S. Sullivan (Principal Financial and Accounting Officer) /s/ Charles F. Dolan Chairman of the Board of Directors February 25, 2016Charles F. Dolan /s/ William J. Bell Director February 25, 2016William J. Bell /s/ James L. Dolan Director February 25, 2016James L. Dolan /s/ Kristin A. Dolan Director February 25, 2016Kristin A. Dolan /s/ Marianne Dolan Weber Director February 25, 2016Marianne Dolan Weber 62Name Title Date /s/ Patrick F. Dolan Director February 25, 2016Patrick F. Dolan /s/ Thomas C. Dolan Director February 25, 2016Thomas C. Dolan /s/ Jonathan F. Miller Director February 25, 2016Jonathan F. Miller /s/ Alan D. Schwartz Director February 25, 2016Alan D. Schwartz /s/ Brian G. Sweeney Director February 25, 2016Brian G. Sweeney /s/ Leonard Tow Director February 25, 2016Leonard Tow /s/ David E. Van Zandt Director February 25, 2016David E. Van Zandt /s/ Carl E. Vogel Director February 25, 2016Carl E. Vogel /s/ Robert C. Wright Director February 25, 2016Robert C. Wright 63AMC NETWORKS INC. AND SUBSIDIARIESINDEX TO CONSOLIDATED FINANCIAL STATEMENTSConsolidated Financial Statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 Reports of Independent Registered Public Accounting FirmF-1Consolidated Balance SheetsF-3Consolidated Statements of IncomeF-4Consolidated Statements of Comprehensive IncomeF-5Consolidated Statements of Stockholders’ DeficiencyF-6Consolidated Statements of Cash FlowsF-7Notes to Consolidated Financial StatementsF-8Schedule II—Valuation and Qualifying AccountsS-164REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of DirectorsAMC Networks Inc.:We have audited AMC Networks Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in InternalControl - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). AMC NetworksInc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A. Our responsibility is toexpress an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.In our opinion, AMC Networks Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31,2015, based on criteria established in Internal Control - Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of theTreadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets ofAMC Networks Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income,stockholders’ deficiency, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 25, 2016 expressedan unqualified opinion on those consolidated financial statements ./s/ KPMG LLPNew York, New YorkFebruary 25, 2016F-1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of DirectorsAMC Networks Inc.:We have audited the accompanying consolidated balance sheets of AMC Networks Inc. and subsidiaries (the Company) as of December 31, 2015 and 2014, andthe related consolidated statements of income, comprehensive income, stockholders’ deficiency, and cash flows for each of the years in the three‑year period endedDecember 31, 2015. In connection with our audits of the consolidated financial statements, we also have audited the related financial statement schedule as listedin the index to Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AMC Networks Inc. andsubsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three‑year period endedDecember 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule referred toabove, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forththerein.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AMC Networks Inc.’s internal controlover financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013 Framework) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2016 expressed an unqualified opinion on theeffectiveness of the Company’s internal control over financial reporting./s/ KPMG LLPNew York, New YorkFebruary 25, 2016F-2AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Dollars in thousands, except per share amounts) 2015 2014ASSETS Current Assets: Cash and cash equivalents$316,321 $201,367Accounts receivable, trade (less allowance for doubtful accounts of $4,307 and $4,276)674,611 587,193Amounts due from related parties, net4,062 4,102Current portion of program rights, net453,157 437,302Prepaid expenses and other current assets72,989 74,294Deferred tax asset, net16,198 24,822Total current assets1,537,338 1,329,080Property and equipment, net163,860 133,844Program rights, net1,027,394 959,941Deferred carriage fees, net50,069 46,737Intangible assets, net549,180 590,824Goodwill736,275 734,356Other assets200,799 155,044Total assets$4,264,915 $3,949,826LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable$124,441 $101,866Accrued liabilities200,793 204,786Current portion of program rights obligations289,897 271,199Deferred revenue64,229 36,888Promissory note payable— 40,000Current portion of long-term debt148,000 74,000Current portion of capital lease obligations3,561 2,953Total current liabilities830,921 731,692Program rights obligations440,591 465,672Long-term debt, net2,519,808 2,658,805Capital lease obligations29,779 27,386Deferred tax liability, net137,233 128,066Other liabilities103,530 85,503Total liabilities4,061,862 4,097,124Commitments and contingencies Redeemable noncontrolling interests211,691 204,611Stockholders’ deficiency: Class A Common Stock, $0.01 par value, 360,000,000 shares authorized, 62,120,102 and 61,762,944 shares issuedand 60,909,831 and 60,552,673 shares outstanding, respectively621 618Class B Common Stock, $0.01 par value, 90,000,000 shares authorized, 11,484,408 and 11,484,408 shares issued andoutstanding, respectively115 115Preferred stock, $0.01 par value, 45,000,000 shares authorized; none issued— —Paid-in capital123,157 100,642Accumulated earnings (deficit)24,880 (341,889)Treasury stock, at cost (1,210,271 shares Class A Common Stock, respectively)(51,993) (51,993)Accumulated other comprehensive loss(136,057) (79,248)Total AMC Networks stockholders’ deficiency(39,277) (371,755)Non-redeemable noncontrolling interests30,639 19,846Total stockholders’ deficiency(8,638) (351,909)Total liabilities and stockholders’ deficiency$4,264,915 $3,949,826See accompanying notes to consolidated financial statements.F-3AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(In thousands, except per share amounts) 2015 2014 2013Revenues, net (including revenues, net from related parties of $27,508, $28,089 and $31,188,respectively)$2,580,935 $2,175,641 $1,591,858Operating expenses: Technical and operating (excluding depreciation and amortization shown below andincluding charges from related parties of $324 in 2013)1,137,133 983,575 662,233Selling, general and administrative (including charges from related parties of $4,903,$3,217 and $2,721, respectively)636,580 560,950 425,735Restructuring expense14,998 15,715 —Depreciation and amortization83,031 69,048 54,667Litigation settlement gain— — (132,944)Total operating expenses1,871,742 1,629,288 1,009,691Operating income709,193 546,353 582,167Other income (expense): Interest expense(128,135) (130,262) (115,860)Interest income2,427 1,433 819Write-off of deferred financing costs— — (4,007)Loss on extinguishment of debt— — (1,087)Miscellaneous, net(691) (20,496) 6,969Total other income (expense)(126,399) (149,325) (113,166)Income from continuing operations before income taxes582,794 397,028 469,001Income tax expense(201,090) (129,155) (178,841)Income from continuing operations381,704 267,873 290,160Loss from discontinued operations, net of income taxes— (3,448) —Net income including noncontrolling interests381,704 264,425 290,160Net (income) loss attributable to noncontrolling interests(14,916) (3,628) 578Net income attributable to AMC Networks’ stockholders$366,788 $260,797 $290,738 Basic net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$5.06 $3.67 $4.06Loss from discontinued operations$— $(0.05) $—Net income$5.06 $3.62 $4.06 Diluted net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$5.01 $3.63 $4.00Loss from discontinued operations$— $(0.05) $—Net income$5.01 $3.58 $4.00 Weighted average common shares: Basic weighted average common shares72,420 72,000 71,543Diluted weighted average common shares73,190 72,854 72,703See accompanying notes to consolidated financial statements.F-4A MC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Dollars in thousands) 2015 2014 2013Net income including noncontrolling interests$381,704 $264,425 $290,160Other comprehensive (loss) income: Foreign currency translation adjustment(55,852) (74,758) —Unrealized gain on interest rate swaps3,365 4,320 6,262Other comprehensive (loss) income, before income taxes(52,487) (70,438) 6,262Income tax expense(4,322) (4,315) (2,311)Other comprehensive (loss) income, net of income taxes(56,809) (74,753) 3,951Comprehensive income324,895 189,672 294,111Comprehensive (income) loss attributable to noncontrolling interests(13,123) (1,304) 578Comprehensive income attributable to AMC Networks’ stockholders$311,772 $188,368 $294,689See accompanying notes to consolidated financial statements.F-5AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY(Dollars in thousands) Class A Common Stock Class B CommonStock Paid-in Capital AccumulatedEarnings (Deficit) Treasury Stock Accumulated Other ComprehensiveLoss Total AMCNetworksStockholders’ Deficiency Non-redeemableNoncontrolling Interests TotalStockholders’ DeficiencyBalance, December 31, 2012612 118 36,454 (893,424) (17,666) (8,446) (882,352) — (882,352)Net income attributable to AMC Networks’stockholders— — — 290,738 — — 290,738 — 290,738Issuance of members' interest by subsidiary, net— — 1,246 — — — 1,246 — 1,246Other comprehensive income— — — — — 3,951 3,951 — 3,951Share-based compensation expense— — 20,299 — — — 20,299 — 20,299Proceeds from the exercise of stock options2 — 1,757 — — — 1,759 — 1,759Treasury stock acquired from forfeitures andacquisition of restricted shares— — — — (12,135) — (12,135) — (12,135)Conversion of Class B to Class A common stock3 (3) — — — — — — —Excess tax benefits on share-based awards— — 4,975 — — — 4,975 — 4,975Balance, December 31, 2013$617 $115 $64,731 $(602,686) $(29,801) $(4,495) $(571,519) $— $(571,519)Net income attributable to AMC Networks’stockholders— — — 260,797 — — 260,797 — 260,797Non-redeemable noncontrolling interests acquired— — — — — — — 22,038 22,038Net loss attributable to non-redeemable noncontrollinginterests— — — — — — — (703) (703)Contribution from noncontrolling member— — — — — — — 835 835Adjustment to issuance of members' interest bysubsidiary, net— — (312) — — — (312) — (312)Other comprehensive income— — — — — (74,753) (74,753) (2,324) (77,077)Share-based compensation expense— — 28,363 — — — 28,363 — 28,363Proceeds from the exercise of stock options1 — 1,102 — — — 1,103 — 1,103Treasury stock acquired from forfeitures andacquisition of restricted shares— — — — (22,192) — (22,192) — (22,192)Restricted stock units converted to shares— — (40) — — — (40) — (40)Excess tax benefits on share-based awards— — 6,798 — — — 6,798 — 6,798Balance, December 31, 2014618 115 100,642 (341,889) (51,993) (79,248) (371,755) 19,846 (351,909)Net income attributable to AMC Networks’stockholders— — — 366,788 — — 366,788 — 366,788Non-redeemable noncontrolling interests changes— — — — — — — 6,587 6,587Net income attributable to non-redeemablenoncontrolling interests— — — — — — — 4,677 4,677Contribution from noncontrolling member— — — — — — — 1,322 1,322Other— — — (19) — — (19) — (19)Other comprehensive income— — — — — (56,809) (56,809) (1,793) (58,602)Share-based compensation expense— — 31,020 — — — 31,020 — 31,020Proceeds from the exercise of stock options1 — 1,339 — — — 1,340 — 1,340Restricted stock units converted to shares2 — (14,454) — — — (14,452) — (14,452)Excess tax benefits on share-based awards— — 4,610 — — — 4,610 — 4,610Balance, December 31, 2015$621 $115 $123,157 $24,880 $(51,993) $(136,057) $(39,277) $30,639 $(8,638)See accompanying notes to consolidated financial statements.F-6AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) 2015 2014 2013Cash flows from operating activities: Net income including noncontrolling interests$381,704 $264,425 $290,160Loss from discontinued operations— 3,448 —Adjustments to reconcile income from continuing operations to net cash from operating activities: Depreciation and amortization83,031 69,048 54,667Share-based compensation expense related to equity classified awards31,020 28,363 20,299Amortization and write-off of program rights748,545 629,846 497,608Amortization of deferred carriage fees16,018 11,362 10,590Unrealized foreign currency transaction loss (gain)26,775 23,292 (6,543)Unrealized loss (gain) on derivative contracts, net2,015 (1,780) (4,313)Amortization and write-off of deferred financing costs and discounts on indebtedness9,003 8,676 11,124Loss on extinguishment of debt— — 1,087Provision for doubtful accounts1,705 1,028 1,440Deferred income taxes19,616 1,207 171,504Excess tax benefits from share-based compensation arrangements(4,610) (6,798) (4,975)Gain on investments(16,632) (4,789) —Other, net857 3,914 (1,452)Changes in assets and liabilities: Accounts receivable, trade(111,005) (72,984) (80,083)Amounts due from related parties, net41 2,768 2,033Prepaid expenses and other assets(24,355) (3,869) (52,836)Program rights and obligations, net(839,123) (690,237) (517,343)Income taxes payable(4,796) 24,140 (111,881)Deferred revenue and deferred litigation settlement proceeds27,495 10,293 (337,700)Deferred carriage fees, net(19,616) (13,063) (10,638)Accounts payable, accrued expenses and other liabilities42,351 87,472 17,789Net cash provided by (used in) operating activities370,039 375,762 (49,463)Cash flows from investing activities: Capital expenditures(68,321) (39,739) (24,303)Payments for acquisitions, net of cash acquired(24,199) (1,184,587) —Purchases of investments(24,250) (5,375) (2,500)Proceeds from insurance settlements— 654 657Proceeds from the sale of an investment— 5,837 —Net cash used in investing activities(116,770) (1,223,210) (26,146)Cash flows from financing activities: Repayment of long-term debt(74,000) — (880,000)Proceeds from the issuance of long-term debt— 600,000 880,000Payment of promissory note(40,000) — —Payments for financing costs— (9,266) (12,994)Deemed repurchase of restricted stock/units(14,452) (22,192) (12,135)Proceeds from stock option exercises1,340 1,103 1,759Excess tax benefits from share-based compensation arrangements4,610 6,798 4,975Principal payments on capital lease obligations(2,945) (2,401) (1,558)Distributions to noncontrolling interest(3,154) — —Contributions from noncontrolling interest1,322 835 —Net cash (used in) provided by financing activities(127,279) 574,877 (19,953)Net increase (decrease) in cash and cash equivalents from continuing operations125,990 (272,571) (95,562)Cash flows from discontinued operations: Net cash used in operating activities— (2,955) —Net decrease in cash and cash equivalents from discontinued operations— (2,955) —Effect of exchange rate changes on cash and cash equivalents(11,036) (45,058) 6,543Cash and cash equivalents at beginning of year201,367 521,951 610,970Cash and cash equivalents at end of year$316,321 $201,367 $521,951See accompanying notes to consolidated financial statements.F-7AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share amounts)Note 1. Description of Business and Basis of PresentationDescription of BusinessAMC Networks Inc. (“AMC Networks”) and its subsidiaries (collectively referred to as the “Company”) own and operate entertainment businesses andassets. The Company is comprised of two operating segments:•National Networks: Principally includes activities of our programming businesses which include our five programming networks distributed inthe U.S. and Canada. These programming networks include AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC,and Sundance Channel in Canada. Our programming businesses within the National Networks segment may also sell rights worldwide to theirowned original programming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, thetechnical services business, which primarily services most of the programming networks included in the National Networks segment.•International and Other: Principally includes AMC Networks International (“AMCNI”), the Company’s international programming businessesconsisting of a portfolio of channels in Europe, Latin America, the Middle East and parts of Asia and Africa; IFC Films, the Company’sindependent film distribution business; AMCNI- DMC, the broadcast solutions unit of certain networks of AMCNI and third-party networks,and various developing on-line content distribution initiatives.Basis of PresentationPrinciples of ConsolidationThe consolidated financial statements include the accounts of AMC Networks and its majority owned or controlled subsidiaries. All intercompanytransactions and balances have been eliminated in consolidation.Investments in business entities in which the Company lacks control but does have the ability to exercise significant influence over operating and financialpolicies are accounted for using the equity method of accounting.Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and thereported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates and judgmentsinherent in the preparation of the consolidated financial statements include the valuation of acquisition-related assets and liabilities, the useful lives andmethodologies used to amortize and assess recoverability of program rights, the estimated useful lives of intangible assets, valuation and recoverability of goodwilland intangible assets and income tax assets and liabilities.ReclassificationsCertain reclassifications were made to the prior period amounts to conform to the current period presentation.Discontinued OperationsIn connection with the acquisition of Chellomedia (see Note 3), management committed to a plan to dispose of the operations of Chellomedia's advertisingsales unit, Atmedia, which was completed in August 2014. The operating results of Atmedia have been classified as discontinued operations for the yearended December 31, 2014.Note 2. Summary of Significant Accounting PoliciesRevenue RecognitionRevenue is recognized when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price is fixed ordeterminable and collectability is reasonably assured. Revenue recognition for each source of the Company’s revenue is based on the following policies:DistributionThe Company recognizes revenue from distributors that carry the Company’s programming services under multi-year contracts, commonly referred to as“affiliation agreements.” The programming services are delivered throughout the terms of the agreements and the Company recognizes revenue as programming isprovided. Revenue from the licensing of original programming for digital and foreign distribution is recognized upon availability or distribution by the licensee.Revenue from video-on-demandF-8AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)and similar pay-per-view arrangements is recognized as programming is exhibited based on end-customer purchases as reported by the distributor. Revenuederived from other sources is recognized when delivery occurs or the services are rendered.AdvertisingAdvertising revenues are recognized when commercials are aired. In most advertising sales arrangements, the Company’s programming businesses guaranteespecified viewer ratings for their programming. For these types of transactions, a portion of such revenue is deferred if the guaranteed viewer ratings are not metand is subsequently recognized either when the Company provides the required additional advertising time, the guarantee obligation contractually expires orperformance requirements become remote.Multiple-Element TransactionsFor multiple-deliverable revenue arrangements, the Company uses the relative selling price method to allocate the arrangement consideration. Under therelative selling price method, the Company determines its best estimate of selling price in a manner consistent with that used to determine the price to sell thedeliverable on a stand-alone basis. For multiple-element deliverable arrangements that include elements other than revenue, if there is objective and reliableevidence of fair value for all elements of accounting, the arrangement consideration is allocated to the separate elements of accounting based on relative fairvalues. There may be cases in which there is objective and reliable evidence of fair value of undelivered items in an arrangement but no such evidence for thedelivered items. In those cases, the total fair value of the undelivered elements, as indicated by vendor-specific objective evidence, is deferred and the remainder ofthe arrangement consideration is allocated to the delivered elements.Technical and Operating ExpensesCosts of revenues, including but not limited to programming expense, primarily consisting of amortization and impairments or write-offs of programmingrights, such as those for original programming, feature films and licensed series, participation and residual costs, distribution and production related costs andprogram operating costs, such as origination, transmission, uplinking and encryption, are classified as technical and operating expenses in the consolidatedstatements of income.Advertising and Distribution ExpensesAdvertising costs are charged to expense when incurred and are recorded to selling, general and administrative expenses in the consolidated statements ofincome. Advertising costs were $210,929 , $178,068 and $150,734 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. Marketing, distributionand general and administrative costs related to the exploitation of owned original programming are expensed as incurred and are recorded to selling, general andadministrative expenses in the consolidated statements of income.Share-Based CompensationThe Company measures the cost of employee services received in exchange for an award of equity-based instruments based on the grant date fair value ofthe portion of awards that are ultimately expected to vest. The cost is recognized in earnings over the period during which an employee is required to provideservice in exchange for the award using a straight-line amortization method, except for restricted stock units granted to non-employee directors which vest 100% ,and are expensed, at the date of grant. Share-based compensation expense is included in selling, general and administrative expenses in the consolidated statementsof income.Foreign CurrencyThe reporting currency of the Company is the U.S. dollar. The functional currency of most of the Company’s international subsidiaries is the local currency.Assets and liabilities, including intercompany balances for which settlement is anticipated in the foreseeable future, are translated at exchange rates in effect at thebalance sheet date. Foreign currency equity balances are translated at historical rates. Revenues and expenses denominated in foreign currencies are translated ataverage exchange rates for the respective periods. Foreign currency translation adjustments are recorded as a component of other comprehensive income ("OCI")in the consolidated statements of stockholders' deficiency.Transactions denominated in currencies other than subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactionsarise. Changes in exchange rates with respect to amounts recorded in the consolidated balance sheets related to these items will result in unrealized foreigncurrency transaction gains and losses based upon period-end exchange rates. The Company also records realized foreign currency transaction gains and losses uponsettlement of the transactions. The Company recognized $(21,990) , $(23,729) and $7,322 of realized and unrealized foreign currency transaction (losses) gains forthe years ended December 31, 2015 , 2014 , and 2013 , respectively, which are included in miscellaneous, net in the consolidated statements of income.F-9AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Cash and Cash EquivalentsThe Company’s cash investments are placed with money market funds and financial institutions that are investment grade as rated by Standard & Poor’s andMoody’s Investors Service. The Company selects money market funds that predominantly invest in marketable, direct obligations issued or guaranteed by the U.S.government or its agencies, commercial paper, fully collateralized repurchase agreements, certificates of deposit, and time deposits.The Company considers the balance of its investment in funds that hold securities that mature within three months or less from the date the fund purchasesthese securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of theseinstruments or are at fair value.Accounts Receivable, TradeThe Company periodically assesses the adequacy of valuation allowances for uncollectible accounts receivable by evaluating the collectability of outstandingreceivables and general factors such as length of time individual receivables are past due, historical collection experience, and the economic and competitiveenvironment. As of December 31, 2015 and 2014 , the Company had $79,048 and $54,552 , respectively, of accounts receivable due in excess of one-year, whichare included in other assets in the consolidated balance sheets.Program RightsRights to programming, including feature films and episodic series, acquired under license agreements are stated at the lower of unamortized cost or netrealizable value. Such licensed rights along with the related obligations are recorded at the contract value when a license agreement is executed, unless there isuncertainty with respect to either cost, acceptability or availability. If such uncertainty exists, those rights and obligations are recorded at the earlier of when theuncertainty is resolved or the license period begins. Costs are amortized to technical and operating expense on a straight-line basis over a period not to exceed therespective license periods.The Company’s owned original programming is primarily produced by production companies, with the remainder produced by the Company. Ownedoriginal programming costs, including estimated participation and residual costs, qualifying for capitalization as program rights are amortized to technical andoperating expense over their estimated useful lives, commencing upon the first airing, based on attributable revenue for airings to date as a percentage of totalprojected attributable revenue, or ultimate revenue (film-forecast-computation method). Projected attributable revenue is based on previously generated revenuesfor similar content in established markets, primarily consisting of distribution and advertising revenues, and projected program usage. Projected program usage isbased on the Company’s current expectation of future exhibitions taking into account historical usage of similar content. Projected attributable revenue can changebased upon programming market acceptance, levels of distribution and advertising revenue and decisions regarding planned program usage. These calculationsrequire management to make assumptions and to apply judgment regarding revenue and planned usage. Accordingly, the Company periodically reviews revenueestimates and planned usage and revises its assumptions if necessary, which could impact the timing of amortization expense or result in a write-down to its fairvalue.The Company periodically reviews the programming usefulness of its licensed and owned original program rights based on a series of factors, includingexpected future revenue generation from airings on the Company's networks and other exploitation opportunities, ratings, type and quality of program material,standards and practices, and fitness for exhibition through various forms of distribution. If it is determined that film or other program rights have no futureprogramming usefulness, a write-off of the unamortized cost is recorded in technical and operating expense. See Note 5 for further discussion regarding programrights write-offs.Long-Lived Assets and Amortizable Intangible AssetsProperty and equipment are carried at cost. Equipment under capital leases is recorded at the present value of the total minimum lease payments.Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets or, with respect to equipment under capital leases and leaseholdimprovements, amortized over the shorter of the lease term or the assets’ useful lives and reported in depreciation and amortization in the consolidated statementsof income.Amortizable intangible assets established in connection with business combinations primarily consist of affiliate and customer relationships, advertiserrelationships and tradenames. Amortizable intangible assets are amortized on a straight-line basis over their respective estimated useful lives.The Company reviews its long-lived assets (property and equipment, and intangible assets subject to amortization that arose from acquisitions) forimpairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows,undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount ofthe asset exceeds its fair value.F-10AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Goodwill and Indefinite-Lived Intangible AssetsGoodwillGoodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon theoccurrence of certain events or substantive changes in circumstances.The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair valueof a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or anentity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on thebasis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required.The quantitative impairment test is a two-step process. The first step compares the carrying amount of a reporting unit, including goodwill, with its fair valueutilizing an enterprise-value based approach. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test isperformed to measure the amount of the goodwill impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with thecarrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss isrecognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would berecognized in a business combination.Indefinite-Lived Intangible AssetsIndefinite-lived intangible assets established in connection with business combinations primarily consist of trademarks. The impairment test for identifiableindefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds itsfair value, an impairment loss is recognized in an amount equal to that excess.Deferred Carriage FeesDeferred carriage fees represent amounts principally paid to multichannel video programming distributors to obtain additional subscribers and/or guaranteecarriage of certain programming services and are amortized as a reduction of revenue over the period of the related affiliation arrangement (up to 13 years).Derivative Financial InstrumentsThe Company’s derivative financial instruments are recorded as either assets or liabilities in the consolidated balance sheet based on their fair values. TheCompany’s embedded derivative financial instruments which are clearly and closely related to the host contracts are not accounted for on a stand-alone basis.Changes in the fair values are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedgeaccounting. Derivative instruments are designated and accounted for as either a hedge of a recognized asset or liability (fair value hedge) or a hedge of a forecastedtransaction (cash flow hedge). For derivatives not designated as hedges, changes in fair values are recognized in earnings and included in interest expense, forinterest rate swap contracts and miscellaneous, net, for foreign currency contracts. For derivatives designated as effective cash flow hedges, changes in fair valuesare recognized in other comprehensive income (loss). Changes in fair values related to fair value hedges as well as the ineffective portion of cash flow hedges arerecognized in earnings. Changes in the fair value of the underlying hedged item of a fair value hedge are also recognized in earnings. See Note 11 for a furtherdiscussion of the Company’s derivative financial instruments.Income TaxesThe Company’s provision for income taxes is based on current period income, changes in deferred tax assets and liabilities and estimates with regard to theliability for unrecognized tax benefits resulting from uncertain tax positions. Deferred tax assets are evaluated quarterly for expected future realization and reducedby a valuation allowance to the extent management believes it is more likely than not that a portion will not be realized. The Company provides deferred taxes forthe outside basis difference for its investment in partnerships. Interest and penalties, if any, associated with uncertain tax positions are included in income taxexpense.Commitments and ContingenciesLiabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that aliability has been incurred and the amount of the contingency can be reasonably estimated.Concentration of Credit RiskFinancial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash andF-11AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)cash equivalents and trade accounts receivable. Cash is invested in money market funds and bank time deposits. The Company monitors the financial institutionsand money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financialinstitution. The Company’s emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments. As ofDecember 31, 2015 and 2014 , one customer accounted for 17% and 15% , respectively, of the combined balances of consolidated accounts receivable, trade andreceivables due in excess of one-year (included in other assets).Redeemable Noncontrolling InterestsNoncontrolling interest with redemption features, such as put options, that are not solely within the Company's control are considered redeemablenoncontrolling interests. Redeemable noncontrolling interests are considered to be temporary equity and are reported in the mezzanine section between totalliabilities and stockholders' deficiency in the Company's consolidated balance sheet at the greater of the initial carrying amount, increased or decreased for thenoncontrolling interest's share of net income or loss, or its redemption value.Net Income per ShareThe consolidated statements of income present basic and diluted net income per share (“EPS”). Basic EPS is based upon net income divided by theweighted-average number of common shares outstanding during the period. Diluted EPS reflects the dilutive effects of AMC Networks stock options (includingthose held by directors and employees of related parties of the Company) and AMC Networks restricted shares/units (including those held by employees of relatedparties of the Company).The following is a reconciliation between basic and diluted weighted average shares outstanding: Years Ended December 31, 2015 2014 2013Basic weighted average shares outstanding72,420,000 72,000,000 71,543,000Effect of dilution: Stock options148,000 225,000 286,000Restricted shares/units622,000 629,000 874,000Diluted weighted average shares outstanding73,190,000 72,854,000 72,703,000Common Stock of AMC NetworksEach holder of AMC Networks Class A Common Stock has one vote per share while holders of AMC Networks Class B Common Stock have ten votes pershare. AMC Networks Class B shares can be converted to AMC Networks Class A Common Stock at any time with a conversion ratio of one AMC NetworksClass A common share for one AMC Networks Class B common share. The AMC Networks Class A stockholders are entitled to elect 25% of the Company’sBoard of Directors. AMC Networks Class B stockholders have the right to elect the remaining members of the Company’s Board of Directors. In addition, AMCNetworks Class B stockholders are parties to an agreement which has the effect of causing the voting power of these AMC Networks Class B stockholders to becast as a block. Shares Outstanding Class A Common Stock Class B Common StockBalance at December 31, 201260,591,030 11,784,408Conversion of Class B common stock to Class A common stock300,000 (300,000)Employee and non-employee director stock transactions*(96,916) —Balance at December 31, 201360,794,114 11,484,408Employee and non-employee director stock transactions*(241,441) —Balance at December 31, 201460,552,673 11,484,408Employee and non-employee director stock transactions*357,158 —Balance at December 31, 201560,909,831 11,484,408*Reflects common stock activity in connection with employee stock option exercises and restricted shares granted to employees, as well as in connection with thefulfillment of employees’ statutory tax withholding obligations for applicable income and other employment taxes and forfeited employee restricted shares.F-12AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Recently Issued Accounting PronouncementsIn November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 Income Taxes (Topic740) Balance Sheet Classification of Deferred Taxes . ASU 2015-17 requires deferred tax liabilities and assets be classified as noncurrent in the statement offinancial position. ASU 2015-17 is effective for the first quarter of 2017 with early adoption permitted. The adoption of ASU 2015-17 is not expected to have amaterial impact on the Company's consolidated financial statements.In April 2015, the FASB issued ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs to bepresented in the balance sheet as a direct deduction from the carrying value of the debt. The Company adopted ASU 2015-03 effective for the year endedDecember 31, 2015. The adoption did not have a material impact on the Company's consolidated financial statements.In February 2015, the FASB issued ASU No. 2015-02 Consolidation (Topic 810): Amendments to the Consolidation Analysis . ASU 2015-02 amends currentGAAP principles relating to the requirements of the reporting entity to consolidate other legal entities, and may require reporting entities that hold variableinterests in other legal entities to re-evaluate consolidation assessments and disclosures. The new standard (i) introduces a separate analysis specific to limitedpartnerships and similar entities for assessing if the equity holders at risk lack decision making rights, (ii) changes the manner in which a reporting entity assessesif an entity is a variable interest entity when decision-making over the entity's most significant activities has been outsourced, (iii) modifies the related-partyrequirement for the power and economics test when determining the primary beneficiary, and (iv) reduces situations where the related-party tiebreaker test isperformed. ASU 2015-02 is effective for the first quarter of 2016 with early adoption permitted. The adoption of ASU 2015-02 is not expected to have a materialimpact on the Company's consolidated financial statements.In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 provides new guidance related to howan entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entityexpects to be entitled in exchange for those goods or services. The standard requires an evaluation of (i) transfer of control, (ii) variable consideration, (iii)allocation of selling price for multiple elements, (iv) intellectual property licenses, (v) time value of money, and (vi) contract costs. The standard also expands therequired disclosures related to revenue and cash flows from contracts with customers to provide greater insight into both revenue that has been recognized, andrevenue that is expected to be recognized in the future from existing contracts. On July 9, 2015, the FASB voted to approve a one year delay of the effective date ofthe standard to the first quarter of 2018, and to permit companies to voluntarily adopt the new standard as of the original effective date of January 1, 2017. TheCompany is currently determining its implementation approach and assessing the impact the adoption will have on its consolidated financial statements.Note 3. AcquisitionsBBC AMERICAOn October 23, 2014, the Company, through a wholly-owned subsidiary, AMC New Video Holdings LLC ("AMC New Video"), entered into a membershipinterest purchase agreement (the "Purchase Agreement”) with BBC Worldwide Americas, Inc. ("BBCWA"), pursuant to which AMC New Video acquired 49.9%of the limited liability company interests of New Video Channel America, L.L.C. ("New Video"), that owns the cable channel BBC AMERICA (the"Transaction"), for a purchase price of $200,000 (the "Purchase Price"). The Company funded the Purchase Price with cash on hand and a $40,000 promissory notepayable on April 23, 2015. In addition to the purchase agreement, such subsidiary entered into a Second Amended and Restated Limited Liability CompanyAgreement with BBCWA and one of its affiliates (the "Joint Venture Agreement") that sets forth certain rights and obligations of the parties, including certain putrights. The Company has operational control of New Video and the BBC AMERICA channel and as a result consolidates the results of the joint venture from thedate of closing. The joint venture is included in the National Networks operating segment. The Company views this joint venture as an important addition to itsoverall channel portfolio and programming content strategy.The goodwill associated with the New Video acquisition is generally deductible for tax purposes.F-13AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The following table summarizes the valuation of the tangible and identifiable intangible assets acquired and liabilities assumed.Cash, net of cash acquired$159,889Promissory note40,000Total consideration transferred199,889Redeemable noncontrolling interest200,000 $399,889Allocation to net assets acquired: Prepaid expenses and other current assets621Accounts receivable, trade32,272Program rights73,134Deferred carriage fees567Property and equipment111Intangible assets113,528Other assets46,000Accounts payable and accrued liabilities(5,470)Program rights obligations(30,645)Deferred revenue(3,378)Fair value of net assets acquired226,740Goodwill173,149 $399,889ChellomediaOn January 31, 2014, certain subsidiaries of AMC Networks purchased substantially all of Chellomedia (a combination of certain programming and contentdistribution subsidiaries and assets purchased from Liberty Global plc) for a purchase price of €750 million (approximately $1.035 billion ). The Company fundedthe purchase price with cash on hand and an additional $600 million borrowed under its Term Loan A Facility (see Note 9).The acquisition provides AMC Networks with television channels that are distributed to more than 390 million subscribers in over 130 countries and span awide range of programming genres, most notably movie and entertainment networks. The acquisition is included in the International and Other segment. TheCompany views this acquisition as an important part of its long-term strategy of expanding the Company's business internationally.The goodwill associated with the Chellomedia acquisition is generally not deductible for tax purposes.F-14AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The following table summarizes the allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed.Consideration Transferred: Cash, net of cash acquired$996,586 Allocation to net assets acquired: Accounts receivable, trade125,683Program rights93,505Prepaid expenses and other current assets27,634Deferred tax asset, net23,240Property and equipment42,853Intangible assets294,949Assets held for sale18,603Other assets31,385Accounts payable(21,627)Accrued liabilities(43,652)Program rights obligations(31,984)Deferred tax liability, net(24,590)Liabilities held for sale(18,130)Other liabilities(13,993)Noncontrolling interests acquired(22,038)Fair value of net assets acquired481,838Goodwill514,748 $996,586Unaudited Pro forma financial informationThe following unaudited pro forma financial information is based on (i) the historical consolidated financial statements of the Company, (ii) the historicalfinancial statements of New Video and (iii) the historical combined financial statements of Chellomedia, and is intended to provide information about how theseacquisitions and related financing may have affected the Company's historical consolidated financial statements if they had occurred as of January 1, 2014. Theunaudited pro forma financial information has been prepared for comparative purposes only and includes adjustments for additional interest expense associatedwith the terms of the Company's amended and restated credit agreement, estimated additional depreciation and amortization expense as a result of tangible andidentifiable intangible assets acquired, and the reclassification of the operating results of the Atmedia business to discontinued operations. The pro forma financialinformation is not necessarily indicative of the results of operations that would have been achieved had these acquisitions taken place on the date indicated or thatmay result in the future. Pro Forma Financial Information for theYear Ended December 31, 2014Revenues, net$2,337,409Income from continuing operations, net of income taxes$280,869Net income per share, basic$3.90Net income per share, diluted$3.86Revenues, net and operating income attributable to Chellomedia of $348,836 and $24,677 , respectively (excluding the discontinued operations ofChellomedia's advertising sales unit, Atmedia), are included in the consolidated statement of income from the acquisition date, January 31, 2014 to December 31,2014. Acquisition related costs of $13,978 (of which, $1,853 are included in the operating results of Chellomedia from the acquisition date, January 31, 2014 toDecember 31, 2014) were incurred during the year ended December 31, 2014 and are included in selling, general and administrative expense. Revenues, net andoperating income attributable to New Video included in the consolidated income statement from the acquisition date, October 23, 2014, to December 31, 2014were not material.F-15AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Other AcquisitionsDuring 2015 and 2014, the Company completed several acquisitions of small international channels. These acquisitions are included in the International andOther segment and build on the Company's international expansion strategy and the potential to provide long-term international growth and value. Theseacquisitions were not material to our consolidated financial statements.Note 4. RestructuringThe Company incurred restructuring expense primarily related to severance charges and other exit costs associated with the elimination of certain positionsacross the Company and the elimination of distribution in certain territories.The following table summarizes the restructuring expense recognized by operating segment: Year Ended December 31,2015 Year Ended December31, 2014National Networks$3,194 $3,664International & Other11,804 12,051Total restructuring expense$14,998 $15,715The following table summarizes the accrued restructuring costs: Severance andEmployee-RelatedCosts Other Exit Costs TotalBalance at December 31, 2013$— $— $—Charges incurred9,721 5,994 15,715Cash payments(3,322) (1,433) (4,755)Non-cash adjustments— (3,703) (3,703)Currency translation126 27 153Balance at December 31, 2014$6,525 $885 $7,410Charges incurred11,189 3,809 14,998Cash payments(8,113) (396) (8,509)Non-cash adjustments— (3,530) (3,530)Currency translation(103) (256) (359)Balance at December 31, 2015$9,498 $512 $10,010Accrued liabilities for restructuring costs of $9,942 and $68 are included in accrued liabilities and other liabilities, respectively in the consolidated balancesheet at December 31, 2015 .Note 5. Program Rights and ObligationsProgram RightsOwned original program rights, net is comprised of $162,612 of completed programming and $144,894 of in-production programming at December 31, 2015and is included as a component of long-term program rights, net in the consolidated balance sheet. The Company estimates that approximately 92% of unamortizedowned original programming costs, as of December 31, 2015 , will be amortized within the next three years. The Company expects to amortize approximately$98,273 of unamortized owned original programming costs during the next twelve months. Program rights write-offs of $43,196 , $44,204 and $61,005 wererecorded for the years ended December 31, 2015 , 2014 and 2013 , respectively.F-16AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Program Rights ObligationsAmounts payable subsequent to December 31, 2015 related to program rights obligations included in the consolidated balance sheet are as follows:Years Ending December 31, 2016$289,8972017164,2862018119,596201986,291202050,402Thereafter20,016 $730,488Note 6. Property and EquipmentProperty and equipment (including equipment under capital leases) consists of the following: December 31, EstimatedUseful Lives 2015 2014 Program, service and test equipment$199,190 $164,734 2 to 5 yearsSatellite equipment42,367 36,201 13 yearsFurniture and fixtures18,846 17,512 5 to 8 yearsTransmission equipment47,218 47,610 5 yearsLeasehold improvements65,475 54,029 Term of lease 373,096 320,086 Accumulated depreciation and amortization(209,236) (186,242) $163,860 $133,844 Depreciation and amortization expense on property and equipment (including capital leases) amounted to $41,037 , $38,220 and $23,036 , for the yearsended December 31, 2015 , 2014 and 2013 , respectively.At December 31, 2015 and 2014 , the gross amount of equipment and related accumulated amortization recorded under capital leases were as follows: December 31, 2015 2014Satellite equipment$42,367 $36,201Less accumulated amortization(14,640) (11,480) $27,727 $24,721Note 7. Goodwill and Other Intangible AssetsThe carrying amount of goodwill, by operating segment is as follows: National Networks International and Other TotalDecember 31, 2014$250,595 $483,761 $734,356Additions and purchase accounting adjustments(3,222) 33,756 30,534Amortization of "second component" goodwill(2,524) — (2,524)Foreign currency translation— (26,091) (26,091)December 31, 2015$244,849 $491,426 $736,275F-17AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Additions and purchase accounting adjustments included in the National Networks and the International and Other segments relate to the New Videoacquisition and the acquisition of two small international channels, respectively. The goodwill allocation for the acquisitions in 2015 are preliminary and based oncurrent estimates of fair value of the net identifiable assets and liabilities acquired and are subject to change.The reduction of $2,524 in the carrying amount of goodwill for the National Networks is due to the realization of a tax benefit for the amortization of "secondcomponent" goodwill at SundanceTV. Second component goodwill is the amount of tax deductible goodwill in excess of goodwill for financial reporting purposes.In accordance with the authoritative guidance at the time of the SundanceTV acquisition, the tax benefits associated with this excess are applied to first reduce theamount of goodwill, and then other intangible assets for financial reporting purposes, if and when such tax benefits are realized in the Company's tax returns.There were no accumulated impairment losses related to goodwill for any periods as of December 31, 2015 .The following table summarizes information relating to the Company’s identifiable intangible assets: December 31, 2015 EstimatedUseful Lives Gross AccumulatedAmortization Net Amortizable intangible assets: Affiliate and customer relationships$554,012 $(110,203) $443,809 11 to 25 yearsAdvertiser relationships46,282 (4,990) 41,292 11 yearsTrade names48,522 (4,353) 44,169 20 yearsOther amortizable intangible assets15 (5) 10 5 yearsTotal amortizable intangible assets648,831 (119,551) 529,280 Indefinite-lived intangible assets: Trademarks19,900 — 19,900 Total intangible assets$668,731 $(119,551) $549,180 December 31, 2014 Gross AccumulatedAmortization Net Amortizable intangible assets: Affiliate and customer relationships$555,742 $(80,351) $475,391 Advertiser relationships45,827 (655) 45,172 Trade names52,698 (2,351) 50,347 Other amortizable intangible assets16 (2) 14 Total amortizable intangible assets654,283 (83,359) 570,924 Indefinite-lived intangible assets: Trademarks19,900 — 19,900 Total intangible assets$674,183 $(83,359) $590,824 Aggregate amortization expense for amortizable intangible assets for the years ended December 31, 2015 , 2014 and 2013 was $41,994 , $30,828 and$31,631 , respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five years is:Years Ending December 31, 2016$38,776201738,776201838,776201938,773202034,563F-18AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Annual Impairment Test of GoodwillBased on the Company's annual impairment test for goodwill as of December 1, 2015, no impairment charge was required for any of the reporting units. TheCompany performed a qualitative assessment for all reporting units, other than the International Programming Networks reporting unit. The qualitative assessmentsincluded, but were not limited to, consideration of the historical significant excesses of the estimated fair value of the reporting unit over its carrying value(including allocated goodwill), macroeconomic conditions, industry and market considerations, cost factors and historical and projected cash flows. The Companyperformed a quantitative assessment for the International Programming Networks reporting unit. Based on the quantitative assessment, if the fair value of theInternational Programming Networks reporting unit decreased by 9% , the Company would be required to perform step-two of the quantitative assessment.In assessing the recoverability of goodwill, the Company must make assumptions regarding estimated future cash flows and other factors to determine thefair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also themagnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature andinvolve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect theestimates. Estimates of fair value for goodwill impairment testing are primarily determined using discounted cash flows and comparable market transactionsmethods. These valuation methods are based on estimates and assumptions including projected future cash flows, discount rate and determination of appropriatemarket comparables and determination of whether a premium or discount should be applied to comparables. Projected future cash flows also include assumptionsfor renewals of affiliation agreements, the projected number of subscribers and the projected average rates per basic and viewing subscribers and growth in fixedprice contractual arrangements used to determine affiliation fee revenue, access to program rights and the cost of such program rights, amount of programmingtime that is advertiser supported, number of advertising spots available and the sell through rates for those spots, average fee per advertising spot and operatingmargins, among other assumptions. If these estimates or material related assumptions change in the future, we may be required to record impairment chargesrelated to goodwill.Impairment Test of Identifiable Indefinite-Lived Intangible AssetsBased on the Company's annual impairment test for identifiable indefinite-lived intangible assets, no impairment charge was required. The Company’sindefinite-lived intangible assets relate to SundanceTV trademarks, which were valued using a relief-from-royalty method in which the expected benefits arevalued by discounting estimated royalty revenue over projected revenues covered by the trademarks. In order to evaluate the sensitivity of the fair valuecalculations for the Company’s identifiable indefinite-lived intangible assets, the Company applied a hypothetical 20% decrease to the estimated fair value of theidentifiable indefinite-lived intangible assets. This hypothetical decrease in estimated fair value would not result in an impairment.Significant judgments inherent in estimating the fair value of indefinite-lived intangible assets include the selection of appropriate discount and royalty rates,estimating the amount and timing of estimated future cash flows and identification of appropriate continuing growth rate assumptions. The discount rates used inthe analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.Note 8. Accrued LiabilitiesAccrued liabilities consist of the following: December 31, 2015 December 31, 2014Interest$28,246 $28,685Employee related costs119,931 102,608Income taxes payable2,112 11,876Other accrued expenses50,504 61,617Total accrued liabilities$200,793 $204,786F-19AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 9. Long-term DebtThe Company's long-term debt consists of: December 31, 2015 December 31, 2014Senior Secured Credit Facility: Term loan A facility$1,406,000 $1,480,000Senior Notes: 7.75% Notes due July 2021700,000 700,0004.75% Notes due December 2022600,000 600,000Total long-term debt2,706,000 2,780,000Unamortized discount(17,911) (20,434)Unamortized deferred financing costs(20,281) (26,761)Long-term debt, net2,667,808 2,732,805Current portion of long-term debt148,000 74,000Noncurrent portion of long-term debt$2,519,808 $2,658,805Amended and Restated Senior Secured Credit FacilityOn December 16, 2013, AMC Networks and its subsidiary, AMC Network Entertainment LLC (the “Borrowers”), and certain of AMC Networks’subsidiaries, as restricted subsidiaries, entered into an amended and restated credit agreement, which provided the Borrowers with senior secured credit facilitiesconsisting of (a) an initial $880,000 term loan A that was used by AMC Networks to retire the then outstanding term loan A facility, (b) a subsequent $600,000term loan A (collectively, the “Term Loan A Facility”)which was drawn on January 31, 2014 upon the satisfaction of certain conditions related to the acquisition ofChellomedia (see Note 3 for further discussion regarding the acquisition of Chellomedia), and (c) a $500,000 revolving credit facility (together with the Term LoanA Facility, collectively, the “Credit Facility”). The Term Loan A Facility matures on December 16, 2019 . The revolving credit facility matures on December 16,2018 and was not drawn upon at December 31, 2015 .In connection with the Credit Facility, AMC Networks incurred deferred financing costs of $9,266 and $12,669 for the years ended December 31, 2014 and2013, respectively, which are being amortized to interest expense, utilizing the effective interest method, over the term of each respective component of the CreditFacility.Additionally, the Company recorded a write-off of deferred financing costs associated with its prior credit facility of $4,007 for the year ended December 31,2013, which includes certain unamortized deferred financing costs of $3,719 and certain financing costs relating to the Credit Facility of $288 as well as a loss onextinguishment of debt of $1,087 for the year ended December 31, 2013 related to a portion of the unamortized discount associated with the prior credit facilitythat was written off.Borrowings under the Credit Facility bear interest at a floating rate, which at the option of the Borrowers may be either (a) a base rate plus an additional rateranging from 0.50% to 1.25% per annum (determined based on a cash flow ratio) (the “Base Rate”), or (b) a Eurodollar rate plus an additional rate ranging from1.50% to 2.25% per annum (determined based on a cash flow ratio) (the “Eurodollar Rate”). At December 31, 2015 , the interest rate on the Term Loan A Facilitywas 1.78% , reflecting a Eurodollar Rate plus the additional rate as described herein.The Credit Facility requires the Borrowers to pay a commitment fee of between 0.25% and 0.50% (determined based on a cash flow ratio) in respect of theaverage daily unused commitments under the revolving credit facility. The Borrowers also are required to pay customary letter of credit fees, as well as frontingfees, to banks that issue letters of credit pursuant to the Credit Facility.All obligations under the Credit Facility are guaranteed, jointly and severally, by certain of AMC Networks’ existing and future domestic restrictedsubsidiaries in accordance with the Credit Facility and secured by certain assets of the Borrowers and certain of its restricted subsidiaries.Borrowings under the Credit Facility may be voluntarily prepaid without premium and penalty at any time. The Term Loan A Facility also provides forvarious mandatory prepayments, including with the proceeds from certain dispositions of property and borrowings. The Term Loan A Facility is required to berepaid in quarterly installments of $18,500 from March 31, 2015 through December 31, 2015, $37,000 beginning March 31, 2016 through December 31, 2016,$55,500 beginning March 31, 2017 through December 31, 2017, $74,000 beginning March 31, 2018 through September 30, 2019 and $518,000 on December 16,2019, which is the Term Loan A Facility maturity date. Any amounts outstanding under the revolving credit facility are due at maturity on December 16, 2018.F-20AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The Credit Facility contains certain affirmative and negative covenants applicable to the Borrowers and certain of their restricted subsidiaries. These includerestrictions on the Borrowers’ and certain of their restricted subsidiaries ability to incur indebtedness, make investments in entities that are not restrictedsubsidiaries, place liens on assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability topay dividends on its common stock. The Credit Facility also requires the Borrowers to comply with the following financial covenants: (i) a maximum ratio of netdebt to annual operating cash flow (each defined in the Credit Facility) of 6.50 :1 initially, and decreasing to 6.00 :1 on and after January 1, 2016; and (ii) aminimum ratio of annual operating cash flow to annual total interest expense (as defined in the Credit Facility) of 2.50 :1.AMC Networks was in compliance with all financial covenants under the Credit Facility as of December 31, 2015 .7.75% Senior Notes due 2021On June 30, 2011, AMC Networks issued $700,000 in aggregate principal amount of its 7.75% senior notes, net of an original issue discount of $14,000 ,due July 15, 2021 (the “7.75% Notes”) to CSC Holdings, LLC ("CSC Holdings"), a subsidiary of Cablevision Systems Corporation ("Cablevision"), as partialconsideration for the transfer to AMC Networks of the businesses included in the Distribution in June 2011. CSC Holdings used the Company’s 7.75% Notes tosatisfy and discharge outstanding CSC Holdings debt. The recipients of the 7.75% Notes or their affiliates then offered the 7.75% Notes to investors, through anoffering memorandum dated June 22, 2011, which ultimately resulted in the 7.75% Notes being held by third party investors.The 7.75% Notes were issued under an indenture dated as of June 30, 2011 (the “7.75% Notes Indenture”).In connection with the issuance of the 7.75% Notes, AMC Networks incurred deferred financing costs of $1,533 , which are being amortized, using theeffective interest method, to interest expense over the term of the 7.75% Notes.Interest on the 7.75% Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on January 15 and July 15 of each year.The 7.75% Notes may be redeemed, in whole or in part, at any time on or after July 15, 2016 , at a redemption price equal to 103.875% of the principalamount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plusaccrued and unpaid interest thereon, if any, to the date of such redemption) beginning on July 15, 2019 .In addition, if AMC Networks experiences a Change of Control (as defined in the 7.75% Notes Indenture), the holders of the 7.75% Notes may require AMCNetworks to repurchase for cash all or a portion of their 7.75% Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interestthereon, if any, to the date of such repurchase).The 7.75% Notes are guaranteed on a senior unsecured basis by certain of AMC Networks’ existing and future domestic restricted subsidiaries, inaccordance with the 7.75% Notes Indenture. The guarantees under the 7.75% Notes are full and unconditional and joint and several.The 7.75% Notes Indenture contains certain affirmative and negative covenants applicable to AMC Networks and its restricted subsidiaries includingrestrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not restricted subsidiaries, createliens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability to pay dividendson, or repurchase, its common stock.4.75% Senior Notes due 2022On December 17, 2012, AMC Networks issued $600,000 in aggregate principal amount of its 4.75% senior notes, net of an issuance discount of $10,500 ,due December 15, 2022 (the “4.75% Notes”). AMC Networks used the net proceeds of this offering to repay the outstanding amount under its term loan B facilityof approximately $587,600 , with the remaining proceeds used for general corporate purposes. The 4.75% Notes were issued pursuant to an indenture, and firstsupplemental indenture, each dated as of December 17, 2012 (collectively, the “4.75% Notes Indenture”).In connection with the issuance of the 4.75% Notes, AMC Networks incurred deferred financing costs of $1,534 , which are being amortized, using theeffective interest method, to interest expense over the term of the 4.75% Notes.Interest on the 4.75% Notes accrues at the rate of 4.75% per annum and is payable semi-annually in arrears on June 15 and December 15 of each year.The 4.75% Notes may be redeemed, in whole or in part, at any time on or after December 15, 2017 , at a redemption price equal to 102.375% of the principalamount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption),F-21AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)declining annually to 100% of the principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption) beginning onDecember 15, 2020 .In addition, if AMC Networks experiences a Change of Control (as defined in the 4.75% Notes Indenture), the holders of the 4.75% Notes may require AMCNetworks to repurchase for cash all or a portion of their 4.75% Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interestthereon, if any, to the date of such repurchase).The 4.75% Notes are guaranteed on a senior unsecured basis by certain of AMC Networks’ existing and future domestic restricted subsidiaries, in accordancewith the 4.75% Notes Indenture. The guarantees under the 4.75% Notes are full and unconditional and joint and several.The 4.75% Notes Indenture contains certain affirmative and negative covenants applicable to AMC Networks and its restricted subsidiaries includingrestrictions on their ability to incur additional indebtedness, consummate certain assets sales, make investments in entities that are not restricted subsidiaries, createliens on their assets, enter into certain affiliate transactions and make certain restricted payments, including restrictions on AMC Networks’ ability to pay dividendson, or repurchase, its common stock.Summary of Debt MaturitiesTotal amounts payable by the Company under its various debt obligations (excluding capital leases) outstanding as of December 31, 2015 are as follows:Years Ending December 31, 2016$148,0002017222,0002018296,0002019740,0002020—Thereafter1,300,000Note 10. Fair Value MeasurementThe fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observableinputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources whileunobservable 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; andmodel-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 liabilities that are measured at fair value on a recurringbasis at December 31, 2015 and December 31, 2014 :F-22AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Level I Level II TotalAt December 31, 2015: Assets: Cash equivalents $2,027 $— $2,027Interest rate swap contracts — 1,449 1,449Foreign currency derivatives — 4,421 4,421Liabilities: Interest rate swap contracts $— $2,682 $2,682Foreign currency derivatives — 3,107 3,107At December 31, 2014: Assets: Cash equivalents $11,058 $— $11,058Foreign currency derivatives — 3,949 3,949Liabilities: Interest rate swap contracts — 6,613 6,613Foreign currency derivatives $— $2,346 $2,346The Company’s cash equivalents are classified within Level I of the fair value hierarchy because they are valued using quoted market prices.The Company’s interest rate swap contracts and foreign currency derivatives (see Note 11) are classified within Level II of the fair value hierarchy and theirfair values are determined based on a market approach valuation technique that uses readily observable market parameters and the consideration of counterpartyrisk.The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level III.Fair value measurements are also used in nonrecurring valuations performed in connection with acquisition accounting. These nonrecurring valuationsprimarily include the valuation of affiliate and customer relationships intangible assets, advertiser relationship intangible assets and property and equipment. All ofour nonrecurring valuations use significant unobservable inputs and therefore fall under Level III of the fair value hierarchy.Credit Facility Debt and Senior NotesThe 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 tothe 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 consolidatedbalance sheets are summarized as follows: December 31, 2015 CarryingAmount EstimatedFair ValueDebt instruments: Term loan A facility$1,386,869 $1,370,8507.75% Notes due July 2021689,910 737,6254.75% Notes due December 2022591,029 600,000 $2,667,808 $2,708,475 December 31, 2014 Carrying Amount Estimated Fair ValueDebt instruments: Term loan A facility$1,454,321 $1,465,2007.75% Notes due July 2021688,512 761,2504.75% Notes due December 2022589,972 585,000 $2,732,805 $2,811,450F-23AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Fair value estimates related to the Company’s debt instruments presented above are made at a specific point in time, based on relevant market informationand information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgments andtherefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.Note 11. Derivative Financial InstrumentsInterest Rate RiskTo manage interest rate risk, the Company enters into interest rate swap contracts to adjust the amount 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 interest rates. The Company does not enterinto interest rate swap contracts for speculative or trading purposes and it has only entered into interest rate swap contracts with financial institutions that itbelieves are creditworthy counterparties. The Company monitors the financial institutions that are counterparties to its interest rate swap contracts and to the extentpossible diversifies its swap contracts among various counterparties to mitigate exposure to any single financial institution.The Company’s risk management objective and strategy with respect to interest rate swap contracts is to protect the Company against adverse fluctuations ininterest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting itsobjective by hedging the risk of changes in its cash flows (interest payments) attributable to changes in the LIBOR index rate, the designated benchmark interestrate being hedged (the “hedged risk”), on an amount of the Company’s debt principal equal to the then-outstanding swap notional. The forecasted interestpayments are deemed to be probable of occurring.The Company assesses, both at the hedge’s inception and on an ongoing basis, hedge effectiveness based on the overall changes in the fair value of theinterest rate swap contracts. Hedge effectiveness of the interest rate swap contracts is based on a hypothetical derivative methodology. Any ineffective portion ofan interest rate swap contract which is designated as a hedging instrument is recorded in current-period earnings. Changes in fair value of interest rate swapcontracts not designated as hedging instruments are also recognized in earnings and included in interest expense.As of December 31, 2015 , the Company had interest rate swap contracts outstanding with notional amounts aggregating $350,000 , which consists ofinterest rate swap contracts with notional amounts of $150,000 that are designated as cash flow hedges and interest rate swap contracts with notional amounts of$200,000 that are not designated as hedging instruments. The Company’s outstanding interest rate swap contracts have varying maturities ranging from August2016 to October 2018. At December 31, 2015 , the Company’s interest rate swap contracts designated as cash flow hedges were highly effective, in all materialrespects.Foreign Currency Exchange Rate RiskWe are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our subsidiaries' respectivefunctional currencies (non-functional currency risk), such as affiliation agreements, programming contracts, certain trade receivables and accounts payable(including intercompany amounts) that are denominated in a currency other than the applicable functional currency.To manage foreign currency exchange rate risk, the Company may enter into foreign currency contracts from time to time with financial institutions to limitthe exposure to fluctuations in foreign currency exchange rates. The Company does not enter into foreign currency contracts for speculative or trading purposes.In certain circumstances, the Company enters into contracts that are settled in currencies other than the functional or local currencies of the contractingparties. Accordingly, these contracts consist of the underlying operational contract and an embedded foreign currency derivative element. Hedge accounting is notapplied to the embedded foreign currency derivative element and changes in their fair values are included in miscellaneous, net in the consolidated statement ofincome.F-24AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The fair values of the Company's derivative financial instruments included in the consolidated balance sheets are as follows: Balance Sheet Location December 31, 2015 2014Derivatives designated as hedging instruments: Assets: Interest rate swap contractsOther assets $1,449 $—Liabilities: Interest rate swap contractsAccrued liabilities — 2,388Derivatives not designated as hedging instruments: Assets: Foreign currency derivativesPrepaid expenses and other current assets 1,331 1,808Foreign currency derivativesOther assets 3,090 2,141Liabilities: Interest rate swap contractsAccrued liabilities 660 —Interest rate swap contractsOther liabilities 2,022 4,225Foreign currency derivativesAccrued liabilities 1,429 914Foreign currency derivativesOther liabilities 1,678 1,432The amount of the gains and losses related to the Company's derivative financial instruments designated as hedging instruments are as follows: Gain or (Loss) on Derivatives Recognized in OCI Location of Gain or(Loss) in Earnings Gain or (Loss) Reclassified from Accumulated OCI into Earnings (a) Years Ended December 31, Years Ended December 31, 2015 2014 2015 2014Derivatives in cash flow hedgingrelationships: Interest rate swap contracts$638 $(762) Interest expense $(2,727) $(5,082)(a)There were no gains or losses recognized in earnings related to any ineffective portion of the hedging relationship or related to any amount excluded fromthe assessment of hedge effectiveness for the years ended December 31, 2015 and 2014 .The amount of the gains and losses related to the Company's derivative financial instruments not designated as hedging instruments are as follows: Location of Gain (Loss)Recognized in Earnings onDerivatives Amount of Gain (Loss) Recognized inEarnings on Derivatives Years Ended December 31, 2015 2014Derivatives not designated as hedging relationships: Interest rate swap contractsInterest expense $(578) $(1,285)Foreign currency option contractsMiscellaneous, net — (1,754)Foreign currency derivativesMiscellaneous, net 503 (130)Total $(75) $(3,169)F-25AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 12. LeasesOperating LeasesCertain subsidiaries of the Company lease office space and equipment under long-term non-cancelable operating lease agreements which expire at variousdates through 2027 . The leases generally provide for fixed annual rentals plus certain other costs or credits. Costs associated with such operating leases arerecognized on a straight-line basis over the initial lease term. The difference between rent expense and rent paid is recorded as deferred rent. Rent expense for theyears ended December 31, 2015 , 2014 and 2013 amounted to $25,840 , $22,885 and $15,640 , respectively.The future minimum annual payments for the Company’s operating leases (with initial or remaining terms in excess of one year) during the next five yearsand thereafter, at rates now in force are as follows:2016$30,371201720,233201824,841201925,349202023,358Thereafter143,475Capital LeasesFuture minimum capital lease payments as of December 31, 2015 are as follows:2016$6,91220176,91220186,91220196,03920204,977Thereafter19,099Total minimum lease payments50,851Less amount representing interest (at 8.2%-12%)(17,511)Present value of net minimum future capital lease payments33,340Less principal portion of current installments(3,561)Long-term portion of obligations under capital leases$29,779Note 13. Income TaxesIncome from continuing operations before income taxes consists of the following components: Years Ended December 31, 2015 2014 2013Domestic$566,444 $384,853 $468,314Foreign16,350 12,175 687Total$582,794 $397,028 $469,001F-26AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Income tax expense attributable to continuing operations consists of the following components: Years Ended December 31, 2015 2014 2013Current expense (benefit): Federal$146,915 $111,047 $(10,137)State15,713 10,882 2,403Foreign14,508 13,837 5,104 177,136 135,766 (2,630)Deferred expense (benefit): Federal12,563 5,036 154,299State1,300 (1,373) 17,205Foreign5,753 (2,456) — 19,616 1,207 171,504Tax expense (benefit) relating to uncertain tax positions, including accrued interest4,338 (7,818) 9,967Income tax expense$201,090 $129,155 $178,841A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Years Ended December 31, 2015 2014 2013U.S. federal statutory income tax rate35 % 35 % 35 %State and local income taxes, net of federal benefit2 2 2Effect of foreign operations(2) (2) —Nontaxable income attributable to noncontrolling interests(1) (1) —Changes in the valuation allowance1 1 1Domestic production activity deduction(3) (2) (1)Tax expense relating to uncertain tax positions, including accrued interest, net of deferred taxbenefits1 (1) 2Other1 — (1)Effective income tax rate34 % 32 % 38 %F-27AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The tax effects of temporary differences that give rise to significant components of deferred tax assets or liabilities at December 31, 2015 and 2014 are asfollows: December 31, 2015 2014Deferred Tax Asset (Liability) Current NOLs and tax credit carry forwards$7,076 $9,003Compensation and benefit plans17,296 15,213Allowance for doubtful accounts261 286Other liabilities5,383 5,537Deferred tax asset30,016 30,039Valuation allowance(1,236) (596)Net deferred tax asset, current28,780 29,443Other assets(12,636) (4,662)Deferred tax liability, current(12,636) (4,662)Net deferred tax asset, current16,144 24,781Noncurrent NOLs and tax credit carry forwards76,285 68,042Compensation and benefit plans28,016 20,705Fixed assets and intangible assets35,781 43,751Interest rate swap contracts2,412 2,857Accrued interest expense11,692 10,522Other liabilities12,040 9,171Deferred tax asset166,226 155,048Valuation allowance(53,100) (50,434)Net deferred tax asset, noncurrent113,126 104,614Prepaid liabilities(820) (781)Fixed assets and intangible assets(70,337) (64,762)Investments in partnerships(154,215) (138,790)Other assets(16,114) (13,803)Deferred tax liability, noncurrent(241,486) (218,136)Net deferred tax liability, noncurrent(128,360) (113,522)Total net deferred tax liability$(112,216) $(88,741) At December 31, 2015 , the Company had foreign tax credit carry forwards of approxim ately $42,100 , expiring on various dates from 2016 through 2025, and net operating loss carry forwards of approximately $206,000 related primarily to our foreign subsidiaries. Although the majority of these net operating losscarry forwards have an unlimited carry forward period, the deferred tax assets of approximately $41,000 for these carry forwards have been reduced by a valuationallowance of approximately $36,000 as it is more likely than not that these carry forwards will not be realized. The remainder of the valuation allowance atDecember 31, 2015 relates primarily to deferred tax assets attributable to temporary differences of certain foreign subsidiaries for which it is more likely than notthat these deferred tax assets will not be realized.For the year ended December 31, 2015 , excess tax benefits of $4,610 relating to share-based compensation awards and $1,600 relating to amortization of taxdeductible second component goodwill were realized as a reduction in tax liability (as determined on a 'with-and-without' approach).At December 31, 2015 , the liability for uncertain tax positions was $20,238 , excluding the related accrued interest liability of $2,567 and deferred tax assetsof $5,257 . All of such unrecognized tax benefits, if recognized, would reduce the Company's income tax expense and effective tax rate.F-28AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)A reconciliation of the beginning to ending amount of the liability for uncertain tax positions (excluding related accrued interest and deferred tax benefit) isas follows:Balance at December 31, 2014$17,099Increases related to current year tax positions2,888Increases related to prior year tax positions607Decreases related to prior year tax positions(344)Decreases due to lapse of statute of limitations(12)Balance at December 31, 2015$20,238Interest expense (net of the related deferred tax benefit) of $1,179 was recognized during the year ended December 31, 2015 and is included in income taxexpense in the consolidated statement of income. At December 31, 2015 and 2014 , the liability for uncertain tax positions and related accrued interest noted aboveare included in other liabilities in the consolidated balance sheets.Under the Company's Tax Disaffiliation Agreement with Cablevision, Cablevision is liable for all income taxes of the Company for periods prior to the spin-off from Cablevision except for New York City Unincorporated Business Tax. The City of New York is currently auditing the Company’s General CorporationTax Return for years 2011 and 2012 and the State of New York is currently auditing the Company’s General Business Corporation Franchise Tax Return for years2011 through 2013. The State of Georgia is currently auditing the Company’s Corporation Tax Return for years 2011 through 2013. The Internal Revenue Serviceis currently auditing the Company's U.S. Corporation Income Tax Return for 2013.Note 14. Commitments and ContingenciesCommitments Payments due by period Total Year 1 Years2 - 3 Years4 - 5 More than5 yearsPurchase obligations (1)$1,049,927 $256,566 $225,282 $78,333 $489,746Guarantees (2)198,507 198,507 — — —Total$1,248,434 $455,073 $225,282 $78,333 $489,746(1)Purchase obligation amounts not reflected on the balance sheet consist primarily of program rights obligations and transmission and marketingcommitments that have not yet met the criteria to be recorded in the balance sheet.(2)Consists primarily of a guarantee of payments to a production service company for certain production related costs.Legal MattersThe Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of these matters cannot be predicted withcertainty and while the impact of these matters on the Company’s results of operations in any particular subsequent reporting period is not known, managementdoes 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 tomeet its financial obligations as they become due.Note 15. Redeemable Noncontrolling InterestsIn connection with the acquisition of New Video, the terms of the agreement provide BBCWA with a right to put all of its 50.1% noncontrolling interest tothe Company at the greater of the then fair value or the fair value of the initial equity interest at inception. The put option is exercisable on the fifteenth and twenty-fifth year anniversary of the Joint Venture agreement.In connection with the creation of another joint venture entity in 2013, the terms of the agreement provide the noncontrolling member with a right to put allof its interest to the Company at the then fair value.F-29AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Because exercise of these put rights is outside the Company's control, the noncontrolling interest in each entity is presented as redeemable noncontrollinginterest outside of stockholders' deficiency on the Company's consolidated balance sheet. The activity reflected within redeemable noncontrolling interest for theyear ended December 31, 2015 and 2014 is presented below. Redeemable NoncontrollingInterestDecember 31, 2013 $268Acquired 200,000Net earnings 4,331Non-cash contributions 12December 31, 2014 $204,611Net earnings 10,239Distributions (3,154)Other (5)December 31, 2015 $211,691Note 16. Equity and Long-Term Incentive PlansIn connection with the Distribution, the Company adopted the AMC Networks Inc. 2011 Employee Stock Plan (the “2011 Employee Stock Plan”), the AMCNetworks Inc. 2011 Stock Plan for Non-Employee Directors (the “2011 Non-Employee Director Plan”) and the AMC Networks Inc. 2011 Cash Incentive Plan (the“2011 Cash Incentive Plan”). All Plans were amended and restated and approved by the Company’s shareholders on June 5, 2012.Equity PlansUnder the 2011 Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, restrictedstock units, stock appreciation rights ("SARs") and other equity-based awards. The Company may grant awards for up to 5,000,000 shares of AMC NetworksClass A Common Stock (subject to certain adjustments). Equity-based awards granted under the 2011 Employee Stock Plan must be granted with an exercise priceof not less than the fair market value of a share of AMC Networks Class A Common Stock on the date of grant and must expire no later than 10 years from thedate of grant. The terms and conditions of awards granted under the 2011 Employee Stock Plan, including vesting and exercisability, are determined by theCompensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions based upon performance criteria.Restricted share awards that are awarded under the 2011 Employee Stock Plan are subject to three-year cliff vesting, and certain restricted share awards are alsosubject to certain performance conditions. Restricted share awards that were awarded by the Company to its employees will settle in shares of the Company's ClassA Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash. As of December 31, 2015 , thereare 1,222,318 share awards available for future grant under the 2011 Employee Stock Plan.Under the 2011 Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted stock units, restricted shares, SARsand other equity-based awards. The Company may grant awards for up to 465,000 shares of AMC Networks Class A Common Stock (subject to certainadjustments). Stock options under the 2011 Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share ofAMC Networks Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant. The terms and conditions of awardsgranted under the 2011 Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwiseprovided in an applicable award agreement, stock options granted under this plan will be fully vested and exercisable, and restricted stock units granted under thisplan will be fully vested, upon the date of grant and will settle in shares of the Company's Class A Common Stock (either from treasury or with newly issuedshares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director's service on the Board ofDirectors ceases or, if earlier, upon the director's death. As of December 31, 2015 , there are 248,124 share awards available for future grant under the 2011 Non-Employee Director Plan.F-30AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Stock Option Award ActivityThe following table summarizes activity relating to Company employees who held AMC Networks stock options for the year ended December 31, 2015 : Shares UnderOption WeightedAverageExercise PricePer Share WeightedAverageContractualTerm(in years) AggregateIntrinsicValue(a) TimeVestingOptions Balance, December 31, 201414,045 $16.93 1.27 $658Exercised(14,045) $16.93 Balance, December 31, 2015— $— $—Options exercisable at December 31, 2015— $— $—(a)The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMCNetworks Class A Common Stock on December 31, 2014 .In addition, the following table summarizes activity relating to Cablevision and MSG employees who held AMC Networks stock options for the year endedDecember 31, 2015 : Shares Under Option WeightedAverageExercise PricePer Share WeightedAverageContractualTerm(in years) AggregateIntrinsicValue(a) TimeVestingOptions PerformanceVestingOptions Balance, December 31, 2014229,497 32,500 $15.81 1.14 $12,566Exercised(94,664) (32,500) $13.62 Balance, December 31, 2015134,833 — $17.88 0.43 $7,659Options exercisable at December 31, 2015134,833 — $17.88 0.43 $7,659(a)The aggregate intrinsic value is calculated as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of AMCNetworks Class A Common Stock on December 31, 2015 or December 31, 2014 , as indicated.Restricted Stock Unit ActivityThe following table summarizes activity relating to Company employees who held AMC Networks restricted stock units for the year ended December 31,2015 : Number ofRestrictedStock Units Number ofPerformanceRestrictedStock Units Weighted Average Fair Value Per Stock Unitat Date of GrantUnvested award balance, December 31, 2014898,854 655,843 $62.79Granted362,589 125,465 $72.95Released/Vested(317,222) (89,929) $46.75Canceled/Forfeited(90,835) (7,986) $65.94Unvested award balance, December 31, 2015853,386 683,393 $70.07During 2015 , AMC Networks granted 488,054 restricted stock units to certain executive officers and employees under the AMC Networks Inc. Amendedand Restated 2011 Employee Stock Plan. 448,955 of such restricted stock units vest on the third anniversary of the grant date, 39,099 of such restricted stock unitsvest in equal annual installments over a three -year period.F-31AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The following table summarizes activity relating to Non-employee Directors who held AMC Networks restricted stock units for the year ended December 31,2015 : Number ofRestrictedStock Units Weighted Average Fair Value Per Stock Unitat Date of GrantVested award balance, December 31, 2014114,690 $45.46Granted22,659 $78.00Released/Vested(9,794) $44.32Vested award balance, December 31, 2015127,555 $51.33Share-based Compensation ExpenseThe Company recorded share-based compensation expense of $31,020 , $28,363 and $20,299 reduced for forfeitures for the years ended December 31, 2015 ,2014 and 2013 . Forfeitures are estimated based on historical experience. To the extent actual results of forfeitures differ from those estimates, such amounts arerecorded as an adjustment in the period the estimates are revised.The Company does not record any share-based compensation expense for AMC Networks stock options or restricted shares held by Cablevision and MSGemployees, however such stock options or restricted shares do have a dilutive effect on the Company’s net income per share. The Company records share-basedcompensation expense for Cablevision and MSG stock options and restricted shares/units held by the Company’s employees.Share-based compensation expense is recognized in the consolidated statements of income as part of selling, general and administrative expenses. As ofDecember 31, 2015 , there was $55,790 of total unrecognized share-based compensation costs related to Company employees who held unvested AMC Networksrestricted stock units. The unrecognized compensation cost is expected to be recognized over a weighted-average remaining period of approximately 2.8 years .There were no costs related to share-based compensation that were capitalized.The Company receives income tax deductions related to restricted share/units, stock options or other equity awards granted to its employees by the Company,Cablevision or MSG, but does not receive income tax deductions for Company equity awards held by Cablevision or MSG employees. The Company uses the'with-and-without' approach to determine the recognition and measurement of excess tax benefits.Cash flows resulting from excess tax benefits are classified as cash flows from financing activities. Excess tax benefits are realized tax benefits from taxdeductions for options exercised and restricted shares issued in excess of the deferred tax asset attributable to stock compensation costs for such awards. Excess taxbenefits of $4,610 , $6,798 and $4,975 were recorded for the years ended December 31, 2015 , 2014 and 2013 , respectively.Long-Term Incentive PlansUnder the terms of the 2011 Cash Incentive Plan, the Company is authorized to grant a cash award to certain employees. The terms and conditions of suchawards are determined by the Compensation Committee of the Company’s Board of Directors, may include the achievement of certain performance criteria andmay extend for a period not to exceed ten years.In connection with the long-term incentive awards outstanding, the Company recorded expense of $30,497 , $19,795 and $17,516 for the years endedDecember 31, 2015 , 2014 and 2013 respectively. Liabilities for long-term incentive awards of $48,860 and $34,430 are included in accrued liabilities and otherliabilities in the consolidated balance sheets at December 31, 2015 and 2014 , respectively. These liabilities include certain performance-based awards for whichthe performance criteria had not yet been met as of December 31, 2015 as such awards are based on achievement of certain performance criteria through December31, 2016 or 2017. The Company has accrued the pro-rata amount earned that it currently believes will ultimately be paid based upon the performance criteriaestablished for these performance-based awards. If the Company subsequently determines that the performance criteria for such awards is not probable of beingachieved, the Company would reverse the accrual in respect of such awards at that time.Note 17. Benefit PlansCertain employees of the Company participate in the AMC Networks 401(k) Savings Plan (the "401(k) Plan"), a qualified defined contribution plan, and theAMC Networks Excess Savings Plan (the "Excess Savings Plan"), a non-qualified deferred compensation plan. Under the 401(k) Plan, participating Companyemployees may contribute into their plan accounts a percentage of their eligible pay on a before-tax basis as well as a percentage of their eligible pay on an after-tax basis. The Company makesF-32matching contributions on behalf of participating employees in accordance with the terms of the 401(k) Plan. In addition to the matching contribution, theCompany may make a discretionary year-end contribution to employee 401(k) Plan accounts up to 4% of eligible compensation, subject to certain conditions. TheCompany provides a matching contribution to the Excess Savings Plan similar to the 401(k) Plan.Total expense related to all benefit plans was $13,505 , $13,849 and $10,371 for the years ended December 31, 2015 , 2014 and 2013 , respectively. TheCompany does not provide postretirement benefits for any of its employees.Note 18. Related Party TransactionsOn June 30, 2011, Cablevision spun off the Company (the “Distribution”) and the Company became an independent public company. Both Cablevision andAMC Networks continue to be controlled by Charles F. Dolan, certain members of his immediate family and certain family related entities (collectively the “DolanFamily”).Members of the Dolan Family, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, including trusts for the benefit of theDolan Family, collectively beneficially own all of the Company’s outstanding Class B Common Stock and own less than 2% of the Company’s outstanding ClassA Common Stock. Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 66% of the aggregatevoting power of the Company’s outstanding common stock. Members of the Dolan Family are also the controlling stockholders of Cablevision, MSG and MSGNetworks.In connection with the Distribution, the Company entered into various agreements with Cablevision that govern certain of the Company’s relationships withCablevision subsequent to the Distribution. These agreements include arrangements with respect to transition services and a number of on-going commercialrelationships. The distribution agreement includes an agreement that the Company and Cablevision agree to provide each other with indemnities with respect toliabilities arising out of the businesses Cablevision transferred to the Company. In addition, the Company provides services to and receives services fromCablevision, MSG and MSG Networks.Revenues, netThe Company recorded affiliation fee revenues earned under affiliation agreements with subsidiaries of Cablevision. In addition, AMC NetworksBroadcasting & Technology has entered into agreements with MSG to provide various transponder, technical and support services through 2020. Revenues, netfrom related parties amounted to $27,508 , $28,089 , and $31,188 for the years ended December 31, 2015 , 2014 and 2013 , respectively.Technical and OperatingThe Company and its related parties routinely enter into transactions with each other in the ordinary course of business. Such transactions include variousstudio production services the Company provides to MSG for which the charges are reflected as a reduction of the related expenses. In addition, certain relatedparties provide various digital media and administrative support functions which primarily include salaries and facilities costs charged to the Company.Amounts charged to the Company, included in technical and operating expenses, pursuant to transactions with its related parties amounted to $324 for theyear ended December 31, 2013 . There were no amounts charged for the year ended December 31, 2015 and 2014 .Selling, General and AdministrativeAmounts charged to the Company, included in selling, general and administrative expenses, pursuant to a transition services agreement and for othertransactions with its related parties amounted to $4,903 , $3,217 and $2,721 for the years ended December 31, 2015 , 2014 and 2013 , respectively. See alsoTransition Services Agreement discussion below.Transition Services AgreementIn connection with the Distribution, Cablevision and AMC Networks entered into a Transition Services Agreement under which, in exchange for the feesspecified in such agreement, Cablevision agreed to provide transition services with regard to such areas as accounting, information systems, risk management andemployee services, compensation and benefits. Under the Transition Services Agreement, AMC Networks also provides certain services to Cablevision and MSGon behalf of Cablevision.Under the Transition Services Agreement, AMC Networks provides transition services to Cablevision and MSG with regard to its information technologysystems that AMC Networks, Cablevision and MSG may share. AMC Networks and Cablevision, as parties receiving services under the agreement, have agreed toindemnify the party providing services for losses incurred by such party that arise out of or are otherwise in connection with the provision by such party of servicesunder the agreement, except to the extent that such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations underthe agreement. Similarly, each party providing services under the agreement has agreed to indemnify the party receiving services for losses incurred by such partythat arise out of or are otherwise in connection with the indemnifying party’s provisionF-33AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)of services under the agreement if such losses result from the providing party’s gross negligence, willful misconduct or breach of its obligations under theagreement.DISH Network Proceeds AllocationAs noted above, in connection with the Distribution, the Company entered into various agreements with Cablevision, including an agreement between AMCNetworks and Rainbow Programming Holdings LLC, a wholly-owned subsidiary of AMC Networks,(collectively, the “AMC Parties”) and CSC Holdings, LLC(“CSC Holdings”), a wholly-owned subsidiary of Cablevision, with respect to the lawsuit entitled VOOM HD Holdings LLC against Echostar Satellite LLC,predecessor-in-interest to DISH Network L.L.C. (“DISH Network”) (the “VOOM Litigation Agreement”). Pursuant to the VOOM Litigation Agreement, CSCHoldings had full control over the litigation with DISH Network, the decision with respect to settlement of the litigation was to be made jointly by CSC Holdingsand the AMC Parties, and CSC Holdings and the AMC Parties were to share equally in the proceeds (including in the value of any non-cash consideration) of anysettlement of the litigation.In 2012, CSC Holdings and the Company settled the lawsuit (the “Settlement”) and agreed that, pending a final determination of the allocation of theproceeds, the $700,000 cash proceeds of the Settlement (the “Settlement Funds”) would be distributed equally to each of the Company and Cablevision.In 2013, Cablevision and the Company entered into an agreement (the “DISH Network Proceeds Allocation Agreement”) in which a final allocation of theproceeds of the Settlement, including the Settlement Funds, was made. The principal terms of the DISH Network Proceeds Allocation Agreement were as follows:Cablevision received $525,000 of the Settlement Funds and the Company received $175,000 of the Settlement Funds representing the allocation of cash and non-cash proceeds (including the portion of the DISH Network affiliation agreement attributable to the Settlement). The DISH Network Proceeds AllocationAgreement was in full and final settlement of the allocation between Cablevision and the Company of the proceeds of the Settlement.In accordance with the Company's Related Party Transaction Approval Policy, the final allocation of the proceeds from the Settlement was approved by anindependent committee of the Company's Board of Directors, as well as an independent committee of Cablevision's board of directors.In 2013, the Company recorded a litigation settlement gain of approximately $133,000 , included in operating income within the International and Othersegment, representing the deferred litigation settlement proceeds liability of approximately $308,000 recorded in the consolidated balance sheet at December 31,2012 less the $175,000 paid to Cablevision.Note 19. Cash FlowsDuring 2015 , 2014 and 2013 , the Company’s non-cash investing and financing activities and other supplemental data were as follows: Years Ended December 31, 2015 2014 2013Non-Cash Investing and Financing Activities: Continuing Operations: Leasehold improvements paid by landlord$— $— $100Increase in capital lease obligations6,191 18,747 865Capital expenditures incurred but not yet paid6,423 6,638 3,202Promissory note payable— 40,000 —Supplemental Data: Cash interest paid—continuing operations120,394 122,305 112,053Income taxes paid, net—continuing operations186,725 99,772 135,708F-34AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 20. Accumulated Other Comprehensive LossThe following table details the components of accumulated other comprehensive loss: Year Ended December 31, 2015 Year Ended December 31, 2014 CurrencyTranslationAdjustment Gains (Losses)on Cash FlowHedges Accumulated OtherComprehensiveIncome (Loss) CurrencyTranslationAdjustment Gains (Losses)on Cash FlowHedges Accumulated OtherComprehensiveIncome (Loss)Beginning Balance$(77,492) $(1,756) $(79,248) $— $(4,495) $(4,495)Other comprehensive loss beforereclassifications(55,852) 638 (55,214) (74,758) (762) (75,520)Amounts reclassified from accumulatedother comprehensive loss— 2,727 2,727 — 5,082 5,082Net current-period other comprehensive(loss) income, before income taxes(55,852) 3,365 (52,487) (74,758) 4,320 (70,438)Income tax expense(3,090) (1,232) (4,322) (2,734) (1,581) (4,315)Net current-period other comprehensive(loss) income, net of income taxes(58,942) 2,133 (56,809) (77,492) 2,739 (74,753)Ending Balance$(136,434) $377 $(136,057) $(77,492) $(1,756) $(79,248)Amounts reclassified to net earnings for gains and losses on cash flow hedges designated as hedging instruments are included in interest expense in theconsolidated statements of income.Note 21. Segment InformationThe Company classifies its operations into two operating segments: National Networks and International and Other. These operating segments representstrategic business units that are managed separately.The Company generally allocates all corporate overhead costs within operating expenses to the Company’s two operating segments based upon theirproportionate estimated usage of services, including such costs as executive salaries and benefits, costs of maintaining corporate headquarters, facilities andcommon support functions (such as human resources, legal, finance, tax, accounting, audit, treasury, risk management, strategic planning and informationtechnology) as well as sales support functions and creative and production services.The Company evaluates segment performance based on several factors, of which the primary financial measure is operating segment adjusted operating cashflow (defined as operating income (loss) before depreciation and amortization, share-based compensation expense or benefit, restructuring expense or credit andthe litigation settlement gain recorded in connection with the settlement with DISH Network). The Company does not consider the one-time litigation settlementgain with DISH Network to be indicative of its ongoing operating performance. The Company has presented the components that reconcile adjusted operating cashflow to operating income, an accepted GAAP measure and other information as to the continuing operations of the Company’s reportable segments below.F-35AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Year Ended December 31, 2015 NationalNetworks Internationaland Other Inter-segmenteliminations ConsolidatedRevenues, net Advertising$945,288 $82,972 $— $1,028,260Distribution1,190,079 369,606 (7,010) 1,552,675Consolidated revenues, net$2,135,367 $452,578 $(7,010) $2,580,935Adjusted operating cash flow$810,993 $29,757 $(2,508) $838,242Depreciation and amortization(29,742) (53,289) — (83,031)Share-based compensation expense(23,814) (7,206) — (31,020)Restructuring expense(3,194) (11,804) — (14,998)Operating income (loss)$754,243 $(42,542) $(2,508) $709,193Capital expenditures$24,386 $43,935 $— $68,321 Year Ended December 31, 2014 NationalNetworks Internationaland Other Inter-segmenteliminations ConsolidatedRevenues, net Advertising$764,610 $55,726 $— $820,336Distribution979,312 378,495 (2,502) 1,355,305Consolidated revenues, net$1,743,922 $434,221 $(2,502) $2,175,641Adjusted operating cash flow$633,584 $24,421 $1,474 $659,479Depreciation and amortization(21,480) (47,568) — (69,048)Share-based compensation expense(21,584) (6,779) — (28,363)Restructuring expense(3,664) (12,051) — (15,715)Operating income (loss)$586,856 $(41,977) $1,474 $546,353Capital expenditures$13,462 $26,277 $— $39,739 Year Ended December 31, 2013 NationalNetworks Internationaland Other Inter-segmenteliminations ConsolidatedRevenues, net Advertising$662,789 $— $— $662,789Distribution873,498 55,887 (316) 929,069Consolidated revenues, net$1,536,287 $55,887 $(316) $1,591,858Adjusted operating cash flow (deficit)$576,772 $(56,476) $3,893 $524,189Depreciation and amortization(42,036) (12,631) — (54,667)Share-based compensation expense(17,783) (2,516) — (20,299)Litigation settlement gain— 132,944 — 132,944Operating income$516,953 $61,321 $3,893 $582,167Capital expenditures$9,896 $14,407 $— $24,303Inter-segment eliminations are primarily revenues recognized by AMC Networks Broadcasting & Technology for transmission revenues recognized from theInternational and Other operating segment as well as licensing revenues recognized between the National Networks and International and Other segments.F-36AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Years Ended December 31, 2015 2014 2013Inter-segment revenues National Networks$(6,719) $(1,802) $(193)International and Other(291) (700) (123) $(7,010) $(2,502) $(316)No customer accounted for more than 10% of consolidated revenues, net for the years ended December 31, 2015 and 2014. One customer accounted for 10%of the consolidated revenues, net for the year ended December 31, 2013.The table below summarizes revenue based on customer location: Year Ended December31, 2015 Year Ended December31, 2014Revenue United States$2,114,172 $1,733,402Europe317,759 311,503Other149,004 130,736 $2,580,935 $2,175,641Prior to 2014, substantially all revenues of the Company were attributed to or located in the U.S.The table below summarizes property and equipment based on asset location: December 31, 2015 December 31, 2014Property and equipment, net United States$93,951 $79,832Europe48,043 33,380Other21,866 20,632 $163,860 $133,844Note 22. Condensed Consolidating Financial StatementsDebt of AMC Networks includes $700,000 of 7.75% senior notes due July 2021 and $600,000 of 4.75% senior notes due December 2022 (see Note 9). Alloutstanding senior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its existing and future domestic restricted subsidiaries(the “Guarantor Subsidiaries”). All Guarantor Subsidiaries are owned 100% by AMC Networks. The outstanding notes are fully and unconditionally guaranteed bythe Guarantor Subsidiaries on a joint and several basis.Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, comprehensive income, and cashflows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) reclassifications and eliminations necessary toarrive at the information for the Company on a consolidated basis.Basis of Presentation In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company's interests in theGuarantor Subsidiaries and the Non-Guarantor Subsidiaries, and (ii) the Guarantor Subsidiaries' interests in the Non-Guarantor Subsidiaries, even though all suchsubsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company, the GuarantorSubsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column "Eliminations." The accounting basis in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries.F-37AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Balance SheetDecember 31, 2015 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedASSETS Current Assets: Cash and cash equivalents434 148,260 167,627 — 316,321 Accounts receivable, trade (less allowance for doubtful accounts)— 538,657 135,954 — 674,611Amounts due from related parties, net— 3,818 244 — 4,062Current portion of program rights, net— 352,664 100,493 — 453,157Prepaid expenses, other current assets and intercompany receivable4,158 112,456 12,322 (55,947) 72,989Deferred tax asset, net14,039 — 2,159 — 16,198Total current assets18,631 1,155,855 418,799 (55,947) 1,537,338Property and equipment, net— 93,007 70,853 — 163,860Investment in affiliates2,797,938 845,069 — (3,643,007) —Program rights, net— 889,756 137,638 — 1,027,394Long-term intercompany notes receivable— 400,163 676 (400,839) —Deferred carriage fees, net— 47,437 2,632 — 50,069Intangible assets, net— 190,041 359,139 — 549,180Goodwill— 71,700 664,575 — 736,275Other assets1,449 100,620 98,730 — 200,799Total assets2,818,018 3,793,648 1,753,042 (4,099,793) 4,264,915LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable6 97,445 26,990 — 124,441Accrued liabilities and intercompany payable30,857 128,084 97,799 (55,947) 200,793Current portion of program rights obligations— 225,375 64,522 — 289,897Deferred revenue— 54,921 9,308 — 64,229Current portion of long-term debt148,000 — — — 148,000Current portion of capital lease obligations— 2,393 1,168 — 3,561Total current liabilities178,863 508,218 199,787 (55,947) 830,921Program rights obligations— 415,419 25,172 — 440,591Long-term debt2,519,808 — — — 2,519,808Capital lease obligations— 9,268 20,511 — 29,779Deferred tax liability, net126,415 — 10,818 — 137,233Other liabilities and intercompany notes payable32,209 62,805 409,355 (400,839) 103,530Total liabilities2,857,295 995,710 665,643 (456,786) 4,061,862Commitments and contingencies Redeemable noncontrolling interests— — 211,691 — 211,691Stockholders’ deficiency: AMC Networks stockholders’ (deficiency) equity(39,277) 2,797,938 845,069 (3,643,007) (39,277)Total AMC Networks stockholders’ (deficiency) equity(39,277) 2,797,938 845,069 (3,643,007) (39,277)Non-redeemable noncontrolling interests— — 30,639 — 30,639Total stockholders' (deficiency) equity(39,277) 2,797,938 875,708 (3,643,007) (8,638)Total liabilities and stockholders’ (deficiency) equity2,818,018 3,793,648 1,753,042 (4,099,793) 4,264,915F-38AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Balance SheetDecember 31, 2014 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedASSETS Current Assets: Cash and cash equivalents$1,581 $83,676 $116,110 $— $201,367 Accounts receivable, trade (less allowance for doubtful accounts)— 443,720 143,473 — 587,193Amounts due from related parties, net— 3,846 256 — 4,102Current portion of program rights, net— 350,750 86,552 — 437,302Prepaid expenses, other current assets and intercompany receivable44,011 75,631 6,702 (52,050) 74,294Deferred tax asset, net22,221 — 2,601 — 24,822Total current assets67,813 957,623 355,694 (52,050) 1,329,080Property and equipment, net— 80,064 53,780 — 133,844Investment in affiliates1,851,065 1,237,919 — (3,088,984) —Program rights, net— 878,294 81,647 — 959,941Long-term intercompany notes receivable624,100 111,263 — (735,363) —Deferred carriage fees, net— 44,644 2,093 — 46,737Intangible assets, net— 199,785 391,039 — 590,824Goodwill— 74,224 660,132 — 734,356Other assets— 63,700 91,344 — 155,044Total assets$2,542,978 $3,647,516 $1,635,729 $(3,876,397) $3,949,826LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable$16 $62,573 $39,277 $— $101,866Accrued liabilities and intercompany payable39,566 155,569 61,701 (52,050) 204,786Current portion of program rights obligations— 212,310 58,889 — 271,199Deferred revenue— 30,184 6,704 — 36,888Promissory note payable— — 40,000 — 40,000Current portion of long-term debt74,000 — — — 74,000Current portion of capital lease obligations— 2,226 727 — 2,953Total current liabilities113,582 462,862 207,298 (52,050) 731,692Program rights obligations— 453,343 12,329 — 465,672Long-term debt2,658,805 — — — 2,658,805Capital lease obligations— 11,884 15,502 — 27,386Deferred tax liability, net113,742 — 14,324 — 128,066Other liabilities and intercompany notes payable28,604 868,362 (76,100) (735,363) 85,503Total liabilities2,914,733 1,796,451 173,353 (787,413) 4,097,124Commitments and contingencies Redeemable noncontrolling interests— — 204,611 — 204,611Stockholders’ deficiency: AMC Networks stockholders’ (deficiency) equity(371,755) 1,851,065 1,237,919 (3,088,984) (371,755)Total AMC Networks stockholders’ (deficiency) equity(371,755) 1,851,065 1,237,919 (3,088,984) (371,755)Non-redeemable noncontrolling interests— — 19,846 — 19,846Total stockholders' (deficiency) equity(371,755) 1,851,065 1,257,765 (3,088,984) (351,909)Total liabilities and stockholders’ (deficiency) equity$2,542,978 $3,647,516 $1,635,729 $(3,876,397) $3,949,826F-39AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Statement of IncomeYear Ended December 31, 2015 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedRevenues, net$— $2,041,244 $540,545 $(854) $2,580,935Operating expenses: Technical and operating (excluding depreciation and amortization)— 850,882 287,007 (756) 1,137,133Selling, general and administrative— 471,455 165,285 (160) 636,580Restructuring expense— 7,772 7,226 — 14,998Depreciation and amortization— 37,176 45,855 — 83,031Total operating expenses— 1,367,285 505,373 (916) 1,871,742Operating income— 673,959 35,172 62 709,193Other income (expense): Interest expense, net(81,405) (14,456) (29,847) — (125,708)Share of affiliates' income (loss)715,807 (15,378) — (700,429) —Miscellaneous, net(87,368) 80,865 5,874 (62) (691)Total other income (expense)547,034 51,031 (23,973) (700,491) (126,399)Income from operations before income taxes547,034 724,990 11,199 (700,429) 582,794Income tax expense(180,246) (9,183) (11,661) — (201,090)Income (loss) from operations366,788 715,807 (462) (700,429) 381,704Net income (loss) including noncontrolling interest366,788 715,807 (462) (700,429) 381,704Net income attributable to noncontrolling interests— — (14,916) — (14,916)Net income (loss) attributable to AMC Networks' stockholders$366,788 $715,807 $(15,378) $(700,429) $366,788Condensed Consolidating Statement of IncomeYear Ended December 31, 2014 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedRevenues, net$— $1,780,806 $394,835 $— $2,175,641Operating expenses: Technical and operating (excluding depreciation and amortization)— 768,040 215,589 (54) 983,575Selling, general and administrative— 451,891 109,037 22 560,950Restructuring expense— 6,527 9,188 — 15,715Depreciation and amortization— 34,482 34,566 — 69,048Total operating expenses— 1,260,940 368,380 (32) 1,629,288Operating income— 519,866 26,455 32 546,353Other income (expense): Interest expense, net(79,150) (43,608) (6,071) — (128,829)Share of affiliates' income (loss)552,836 (403) — (552,433) —Miscellaneous, net(84,539) 74,176 (10,101) (32) (20,496)Total other income (expense)389,147 30,165 (16,172) (552,465) (149,325)Income from continuing operations before income taxes389,147 550,031 10,283 (552,433) 397,028Income tax (expense) benefit(128,350) 2,805 (3,610) — (129,155)Income from continuing operations260,797 552,836 6,673 (552,433) 267,873Loss from discontinued operations, net of income taxes— — (3,448) — (3,448)Net income including noncontrolling interest260,797 552,836 3,225 (552,433) 264,425Net income attributable to noncontrolling interests— — (3,628) — (3,628)Net income (loss) attributable to AMC Networks' stockholders$260,797 $552,836 $(403) $(552,433) $260,797F-40AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Statement of Comprehensive IncomeYear Ended December 31, 2015 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedNet income (loss) including noncontrolling interest$366,788 $715,807 $(462) $(700,429) $381,704Other comprehensive income (loss): Foreign currency translation adjustment(73,695) (73,695) 17,843 73,695 (55,852)Unrealized gain on interest rate swaps3,365 — — — 3,365Other comprehensive (loss) income, before income taxes(70,330) (73,695) 17,843 73,695 (52,487)Income tax expense(4,322) — — — (4,322)Other comprehensive (loss) income, net of income taxes(74,652) (73,695) 17,843 73,695 (56,809)Comprehensive income292,136 642,112 17,381 (626,734) 324,895Comprehensive income attributable to noncontrolling interests— — (13,123) — (13,123)Comprehensive income attributable to AMC Networks' stockholders$292,136 $642,112 $4,258 $(626,734) $311,772Condensed Consolidating Statement of Comprehensive IncomeYear Ended December 31, 2014 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedNet income including noncontrolling interest$260,797 $552,836 $3,225 $(552,433) $264,425Other comprehensive income (loss): Foreign currency translation adjustment(81,980) (81,980) 7,222 81,980 (74,758)Unrealized gain on interest rate swaps4,320 — — — 4,320Other comprehensive (loss) income, before income taxes(77,660) (81,980) 7,222 81,980 (70,438)Income tax expense(4,315) — — — (4,315)Other comprehensive (loss) income, net of income taxes(81,975) (81,980) 7,222 81,980 (74,753)Comprehensive income178,822 470,856 10,447 (470,453) 189,672Comprehensive income attributable to noncontrolling interests— — (1,304) — (1,304)Comprehensive income attributable to AMC Networks' stockholders$178,822 $470,856 $9,143 $(470,453) $188,368F-41AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Statement of Cash FlowsYear Ended December 31, 2015 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedCash flows from operating activities: Net cash provided by (used in) operating activities1,050,818 (294,219) 312,469 (699,029) 370,039Cash flows from investing activities: Capital expenditures(9) (40,592) (27,720) — (68,321)Payments for acquisitions, net of cash acquired— — (24,199) — (24,199)Acquisition of investments— — (24,250) — (24,250)(Increase) decrease to investment in affiliates(890,626) 466,322 (201,524) 625,828 —Net cash (used in) provided by investing activities(890,635) 425,730 (277,693) 625,828 (116,770)Cash flows from financing activities: Principal payments on long-term debt(74,000) — — — (74,000)Payment of Promissory Note— — (40,000) — (40,000)Deemed repurchases of restricted stock/units(14,452) — — — (14,452)Proceeds from stock option exercises1,340 — — — 1,340Excess tax benefits from share-based compensation arrangements4,610 — — — 4,610Principal payments on capital lease obligations— (2,218) (727) — (2,945)Cash contributions from member— 8,492 (8,492) — —Distributions to noncontrolling interest— — (3,154) — (3,154)Contributions from noncontrolling interest— — 1,322 — 1,322Net cash used in financing activities(82,502) 6,274 (51,051) — (127,279)Net increase (decrease) in cash and cash equivalents from operations77,681 137,785 (16,275) (73,201) 125,990Effect of exchange rate changes on cash and cash equivalents(78,828) (73,201) 67,792 73,201 (11,036)Cash and cash equivalents at beginning of year1,581 83,676 116,110 — 201,367Cash and cash equivalents at end of year$434 $148,260 $167,627 $— $316,321F-42AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Statement of Cash FlowsYear Ended December 31, 2014 ParentCompany GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedCash flows from operating activities: Net cash provided by (used in) operating activities281,275 586,220 (116,690) (375,043) 375,762Cash flows from investing activities: Capital expenditures(1,418) (27,230) (11,091) — (39,739)Payments for acquisitions, net of cash acquired— — (1,184,587) — (1,184,587)Acquisition of investments (5,251) (124) (5,375)Increase to investment in affiliates(149,582) (143,481) 293,063 —Proceeds from insurance settlements— 654 — — 654Proceeds from the sale of an investment— — 5,837 — 5,837Net cash (used in) provided by investing activities(151,000) (175,308) (1,189,965) 293,063 (1,223,210)Cash flows from financing activities: Proceeds from the issuance of long-term debt600,000 — — — 600,000Payments for financing costs(9,266) — — — (9,266)Deemed repurchases of restricted stock(22,192) — — — (22,192)Proceeds from stock option exercises1,103 — — — 1,103Excess tax benefits from share-based compensation arrangements6,798 — — — 6,798Principal payments on capital lease obligations— (1,910) (491) — (2,401)Long-term intercompany debt(624,099) 624,099 — — —Cash contributions from member— (1,386,837) 1,386,837 — —Contributions from noncontrolling interest— — 835 — 835Net cash (used in) provided by financing activities(47,656) (764,648) 1,387,181 — 574,877Net increase (decrease) in cash and cash equivalents from continuing operations82,619 (353,736) 80,526 (81,980) (272,571)Cash flows from discontinued operations: Net cash used in operating activities— — (2,955) — (2,955)Net decrease in cash and cash equivalents from discontinuedoperations— — (2,955) — (2,955)Effect of exchange rate changes on cash and cash equivalents(81,980) (81,980) 36,922 81,980 (45,058)Cash and cash equivalents at beginning of year942 519,392 1,617 — 521,951Cash and cash equivalents at end of year$1,581 $83,676 $116,110 $— $201,367F-43AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 23. Interim Financial Information (Unaudited)The following is a summary of the Company’s selected quarterly financial data for the years ended December 31, 2015 and 2014 : For the three months ended, 2015:March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 2015Revenues, net$668,682 $601,138 $632,165 $678,950 $2,580,935Operating expenses(437,935) (442,304) (472,897) (518,606) (1,871,742)Operating income230,747 158,834 159,268 160,344 709,193Net income including noncontrolling interests126,676 87,442 76,900 90,686 381,704Net income attributable to AMC Networks’ stockholders$120,920 $83,009 $72,770 $90,089 $366,788Basic net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$1.67 $1.15 $1.00 $1.24 $5.06Net income$1.67 $1.15 $1.00 1.24 $5.06Diluted net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$1.66 $1.14 $0.99 $1.23 $5.01Net income$1.66 $1.14 $0.99 $1.23 $5.01 For the three months ended, 2014:March 31,2014 June 30,2014 September 30, 2014 December 31, 2014 2014Revenues, net$524,554 $522,093 $519,550 $609,444 $2,175,641Operating expenses(376,921) (392,618) (409,321) (450,428) (1,629,288)Operating income147,633 129,475 110,229 159,016 546,353Income from continuing operations, net ofincome taxes71,987 60,180 54,069 81,637 267,873Loss from discontinued operations, net of income taxes(750) (1,732) (966) — (3,448)Net income including noncontrolling interests71,237 58,448 53,103 81,637 264,425Net income attributable to AMC Networks’ stockholders$71,367 $58,655 $53,160 $77,615 $260,797Basic net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$1.00 $0.84 $0.75 $1.08 $3.67Net income$0.99 $0.81 $0.74 1.08 $3.62Diluted net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$0.99 $0.83 $0.74 $1.06 $3.63Net income$0.98 $0.81 $0.73 $1.06 $3.58The operating results of acquisitions are included from the date of the acquisition and impact quarter over quarter and year over year comparability. Inaddition, there have been changes in the level of the Company’s revenues, net from quarter to quarter and/or changes from year to year due primarily to increaseddistribution revenue and advertising revenue. In addition, the Company’s operating expenses have also changed from quarter to quarter and/or year over year dueprimarily to the timing of the exhibition, promotion and marketing of program rights and/or program rights write-downs based on management’s assessment ofprogramming usefulness and restructuring charges. In addition to the changes in operating income, non-operating income and expense items such as interestexpense, net, restructuring charges, write-off of deferred financing costs, loss on extinguishment of debt and income tax expense also impact quarter over quarterand year over year net income.F-44AMC NETWORKS INC. AND SUBSIDIARIESSCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(Dollars in thousands) Balance atBeginningof Period Provision for(Recovery of) BadDebt Deductions/ Write-Offs and OtherCharges, Net Balance atEnd of PeriodYear Ended December 31, 2015 Allowance for doubtful accounts$4,276 $1,705 $(1,674)*$4,307Year Ended December 31, 2014 Allowance for doubtful accounts$931 $1,195 $2,150 $4,276Year Ended December 31, 2013 Allowance for doubtful accounts$1,378 $1,440 $(1,887)*$931 *Amounts represent primarily the write-off of certain uncollectible trade receivables that had previously been fully reserved.S-1Exhibit 10.31PERFORMANCE RESTRICTED STOCK UNITS AGREEMENT[Full Name of Employee][Date]Dear [First Name]:Pursuant to the AMC Networks Inc. Amended and Restated 2011 Employee Stock Plan (the “ Plan ”), you have beenselected by the Compensation Committee of the Board of Directors (as more fully described in Section 12, the “ Committee ”) ofAMC Networks Inc. (the “ Company ”), effective as of _________ (the “ Grant Date ”), to receive a contingent performancerestricted stock unit award (“ Award ”). The Award is granted subject to the terms and conditions set forth below and in the Plan.Capitalized terms used but not defined in this agreement (this “ Agreement ”) have the meanings given to them in the Plan.The Award is subject to the terms and conditions set forth below:1. Awards. In accordance with the terms of this Agreement, the target amount of your contingent Award is [#RSUs]restricted stock units (the “ Target Award ”), which number of units may be increased or decreased to the extent the performanceobjectives set forth on Annex 2 hereto (the “ Objectives ”) have been attained in respect of the period from January 1, ____ throughDecember 31, ____ (the “ Performance Period ”). Each restricted stock unit shall represent an unfunded, unsecured promise by theCompany to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“ Share ”), on theDelivery Date. The Award, calculated in accordance with Annex 2 attached hereto, will vest upon the date on which the Committeedetermines the Company’s performance against the Objectives (the “ Vesting Date ”) provided , that you have remained in thecontinuous employ of the Company or one of the AMC Subsidiaries from the Effective Date through the Vesting Date. Inaccordance with Section 10(b) of the Plan, in the discretion of the Committee, in lieu of all or any portion of the Shares otherwisedeliverable in respect of your Award, the Company may deliver a cash amount equal to the number of such Shares multiplied by theFair Market Value of a Share on the date when Shares would otherwise have been issued, as determined by the Committee.2. Termination of Employment. If, on or prior to the Vesting Date, your continuous employment by the Company or one of theAMC Subsidiaries ends for any reason, other than as a result of your death, then you will automatically forfeit all of your rights andinterest in the Award regardless of whether the Objectives are attained.3. Death. If, prior to the end of the Performance Period, your employment with the Company or any of the AMC Subsidiaries isterminated as a result of your death, then the Target Award prorated1for the number of completed months of your employment during the Performance Period prior to such termination will vest on thedate of such termination. If after the end of the Performance Period but prior to the Vesting Date, your employment with theCompany or any of the AMC Subsidiaries is terminated as a result of your death, then your estate will receive the Award, if any, towhich you would have been entitled on the Vesting Date had your employment not been so terminated.4. Change of Control/Going Private Transaction. As set forth in Annex 1 attached hereto, your entitlement to the Award may beaffected in the event of a Change of Control of the Company or a going-private transaction (each as defined in Annex 1 attachedhereto).5. Transfer Restrictions. You may not transfer, assign, pledge or otherwise encumber the units, other than to the extent provided inthe Plan.6. Unfunded Obligation . The Plan will at all times be unfunded and, except as set forth in Annex 1 of this Agreement, noprovision will at any time be made with respect to segregating any assets of the Company or any of its Affiliates for payment of anybenefits under the Plan, including, without limitation, those covered by this Agreement. Your right or that of your estate to receivedelivery or payment under this Agreement shall be an unsecured claim against the general assets of the Company, including anyrabbi trust established pursuant to Annex 1 . Neither you nor your estate shall have any rights in or against any specific assets of theCompany other than the assets held by the rabbi trust established pursuant to Annex 1 .7. Right to Vote and Receive Dividends. You shall not be deemed to be the holder of Shares, and shall not have any of the rights ofa stockholder with respect to any units, unless and until the Company shall have issued and delivered Shares to you and your nameshall have been entered as a stockholder of record on the books of the Company. Pursuant to Section 10(c) of the Plan, all ordinary(as determined by the Committee in its sole discretion) cash dividends that would have been paid upon any Shares underlying yourunits had such Shares been issued will be retained by the Company for your account until your units vest and such dividends will bepaid to you (without interest) on the Delivery Date to the extent that your units vest.8. Tax Representations and Tax Withholding . You hereby acknowledge that you have reviewed with your own tax advisors thefederal, state and local tax consequences of receiving the units. You hereby represent to the Company that you are relying solely onsuch advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, inconnection with the units, the Company is required to withhold any amounts by reason of any federal, state or local tax, suchwithholding shall be effected in accordance with Section 16 of the Plan.9. Section 409A. It is the Company’s intent that payments under this Agreement shall comply with Section 409A of the InternalRevenue Code (“ Section 409A ”) to the extent applicable, and that the Agreement be administered accordingly. Notwithstandinganything to the contrary contained in this Agreement or any employment agreement you have entered into with the Company, to theextent that any payment or benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, isdetermined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you byreason of your termination of- 2 -employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined forpurposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six monthsafter the date of your separation from service (or your earlier death). Each payment under this Agreement will be treated as aseparate payment under Section 409A.10. Delivery. Subject to Sections 9, 11 and 14 and Annex 1 and except as otherwise provided in this Agreement, the Shares will bedelivered in respect of vested units (if any) on the first to occur of the following events (i) to you on or promptly after the VestingDate (but in no case more than 15 days after such date) and (ii) in the event of your death to your estate after your death and duringthe calendar year in which your death occurs (or such later date as may be permitted under Section 409A) (the “ Delivery Date ”).Unless otherwise determined by the Committee, delivery of the Shares at the Delivery Date will be by book-entry credit to anaccount in your name that the Company has established at a custody agent (the “ custodian ”). The Company’s transfer agent, WellsFargo Bank, N.A., shall act as the custodian of the Shares; however , the Company may in its sole discretion appoint anothercustodian to replace Wells Fargo Bank, N.A. On the Delivery Date, if you have complied with your obligations under thisAgreement and provided that your tax obligations with respect to the vested units are appropriately satisfied, we will instruct thecustodian to electronically transfer your Shares to a brokerage or other account on your behalf (or make such other arrangements forthe delivery of the Shares to you as we reasonably determine).11. Right of Offset . You hereby agree that the Company shall have the right to offset against its obligation to deliver shares ofClass A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferredcompensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any ofthe AMC Subsidiaries.12. The Committee . For purposes of this Agreement, the term “Committee” means the Compensation Committee of the Board ofDirectors of the Company or any replacement committee established under, and as more fully defined in, the Plan.13. Committee Discretion . The Committee has full discretion with respect to any actions to be taken or determinations to be madein connection with this Agreement, and its determinations shall be final, binding and conclusive.14. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Agreement,except that the Committee shall not make any amendment or revision in a manner unfavorable to you (other than if immaterial),without your consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan, except that, forpurposes of Section 19 of the Plan, Section 4 and Annex 1 of this Agreement are deemed to be “terms of an Award Agreementexpressly refer[ring] to an Adjustment Event.” Any amendment of this Agreement shall be in writing and signed by an authorizedmember of the Committee or a person or persons designated by the Committee.15. Units Subject to the Plan. The units covered by this Agreement are subject to the Plan.- 3 -16. AMC Subsidiaries. For purposes of this Agreement, “AMC Subsidiaries” shall mean the direct or indirect subsidiaries of theCompany (or, in the case of a going private transaction or Change of Control, the direct or indirect subsidiaries of the SurvivingEntity).17. Entire Agreement. Except for any employment agreement between you and the Company or any of its Affiliates in effect as ofthe date of the grant hereof (as such employment agreement may be modified, renewed or replaced), this Agreement and the Planconstitute the entire understanding and agreement of you and the Company with respect to the units covered hereby and supersedeall prior understandings and agreements. Except as provided in Sections 9 and 16, in the event of a conflict among the documentswith respect to the terms and conditions of the units covered hereby, the documents will be accorded the following order ofauthority: the terms and conditions of the Plan will have highest authority followed by the terms and conditions of your employmentagreement, if any, followed by the terms and conditions of this Agreement.18. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of,the Company and its successors and assigns.19. Governing Law. This Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governedby and in accordance with, the laws of the State of New York.20. Jurisdiction and Venue. You irrevocably submit to the jurisdiction of the courts of the State of New York and the Federalcourts of the United States located in the Southern District and Eastern District of the State of New York in respect of theinterpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense that youare not subject thereto or that the venue thereof may not be appropriate. You agree that the mailing of process or other papers inconnection with any action or proceeding in any manner permitted by law shall be valid and sufficient service.21. Waiver . No waiver by the Company at any time of any breach by you of, or compliance with, any term or condition of thisAgreement or the Plan to be performed by you shall be deemed a waiver of the same, any similar or any dissimilar term or conditionat the same or at any prior or subsequent time.22. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any term orcondition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.23. Exclusion from Compensation Calculation . By acceptance of this Agreement, you shall be deemed to be in agreement that theunits covered hereby shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary”in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except asdetermined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that all suchshares be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsoredby the Company or any of its Affiliates.- 4 -24. No Right to Continued Employment . Nothing contained in this Agreement or the Plan shall be construed to confer on you anyright to continue in the employ of the Company or any Affiliate, or derogate from the right of the Company or any Affiliate, asapplicable, to retire, request the resignation of, or discharge you, at any time, with or without cause.25. Restrictive Covenants . You agreed to be bound by the restrictive covenants set forth in Annex 3 .26. Headings. The headings in this Agreement are for purposes of convenience only and are not intended to define or limit theconstruction of the terms and conditions of this Agreement.27. Effective Date. Upon execution by you, this Agreement shall be effective from and as of the Grant Date.28. 2016 Employee Stock Plan . Notwithstanding the foregoing, if the delivery of Shares in settlement of your vested Award,combined with the delivery of Shares in settlement of all other vested performance restricted stock unit awards granted under thePlan in 2016, would result in the issuance of an aggregate number of Shares that exceeds the number of Shares remaining availablefor issuance under the Plan (the Shares in settlement of such award that exceed such limit, as determined by the Committee, are the “Excess Shares ”), then the delivery of the Excess Shares is contingent on approval by the Company’s shareholders of the 2016Employee Stock Plan (or any other stock incentive plan). If such shareholder approval is not obtained by the Vesting Date, then theportion of your vested Award that would otherwise be settled in the Excess Shares will instead be paid to you in a cash amount equalto your number of Excess Shares multiplied by the Fair Market Value of a Share on the date that the Excess Shares would otherwisehave been issued, as determined by the Committee.- 5 -29. Signatures. Execution of this Agreement by the Company and/or you may be in the form of an electronic, manual or similarsignature, and such signature shall be treated as an original signature for all purposes.AMC NETWORKS INC.By: Name: Joshua SapanTitle: President and CEO By your electronic signature, you (i) acknowledge that a complete copy of the Plan and this Agreement have been madeavailable to you and (ii) agree to all of the terms and conditions set forth in the Plan and this Agreement.- 6 -Annex 1 to Performance Restricted Stock Units Agreement1.Going Private Transaction . In the event of a “going private transaction,” as defined below, your entitlement to the Award shallbe as follows:A.The Committee shall, no later than the effective date of the transaction which results in a going private transaction, deemthe Objectives to be satisfied at the target level and convert your Target Award into an amount of cash equal to (a) thenumber of your unvested units multiplied by (b) the “offer price per share,” the “acquisition price per share” or the“merger price per share,” each as defined below, whichever of such amounts is applicable.B.Provided that you remain continuously employed with the Company, the Surviving Entity or one of the AMCSubsidiaries, the cash award provided for in Paragraph 1(A) shall become payable to you (or your estate) at the earlier of(a) the date on which your Award would otherwise have vested had it continued in effect, (b) the date of your death or(c) the date on which your employment with the Company, the Surviving Entity or one of the AMC Subsidiaries isterminated (i) by the Company, the Surviving Entity or one of the AMC Subsidiaries other than for Cause or (ii) by youfor “good reason,” as defined below. The amount payable in cash shall be payable together with interest from theeffective date of the going private transaction until the date of payment at (a) the weighted average cost of capital of theCompany immediately prior to the effectiveness of the going private transaction, or (b) if the Company (or the SurvivingEntity) sets aside the funds in a trust or other funding arrangement, the actual earnings of such trust or other fundingarrangement. Notwithstanding the foregoing, if you become entitled to payment of the Target Award by virtue of atermination in accordance with (c)(i) or (c)(ii) of this Section 1(B) and are determined by the Company to be a “specifiedemployee” within the meaning of Section 409A, the Target Award shall be paid to you on the earliest of: (i) January 1,____, (ii) the date that is six months from your date of employment termination and (iii) any other date on which suchpayment or any portion thereof would be a permissible distribution under Section 409A. In the event of such adetermination, the Company shall promptly following the date of your employment termination set aside such amount foryour benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shalldeposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as suchamount, together with all accrued interest thereon, is paid to you in full pursuant to the previous sentence; provided , thatno payment will be made to such rabbi trust if it would be contrary to law or cause you to incur additional tax underSection 409A. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the tenbusiness days prior to the date of your employment termination.- 7 -2.Change of Control . Notwithstanding anything to the contrary contained in this Agreement but subject to the subsections of thisSection 2, if at any time a Change of Control (as defined below) of the Company occurs and immediately prior to suchtransaction you are employed by the Company or one of the AMC Subsidiaries, you will be entitled to the payment of the TargetAward whether or not the Objectives have been attained.A.If the actual Change of Control:i.is a permissible distribution event under Section 409A or payment of the Award promptly upon such event isotherwise permissible under Section 409A (including, for the avoidance of doubt, by reason of the inapplicabilityof Section 409A to the Award), then the Target Award shall be paid to you by the Company promptly followingthe Change of Control; orii.is not a permissible distribution event under Section 409A and payment of the Award promptly upon such event isnot otherwise permissible under Section 409A, then:a.(1) if the Company or the Surviving Entity has shares of common stock (or partnership units) traded on anational stock exchange or on the over-the-counter market as reported on NASDAQ or any other stockexchange, then the Committee shall, no later than the effective date of the Change of Control, either(A) convert your Target Award into an amount of cash equal to the amount calculated as per Paragraph 1(A)above or (B) arrange to have the Surviving Entity grant to you an award of restricted stock units (orpartnership units) for shares of the Surviving Entity on the same terms and with a value equivalent to yourunvested units which will, in the good faith determination of the Committee, provide you with an equivalentprofit potential, or(2) if the Company or the Surviving Entity does not have shares of common stock (or partnershipunits) traded on a national stock exchange or on the over-the-counter market as reported on NASDAQor any other stock exchange, the Committee shall convert your Target Award into an amount of cashequal to the amount calculated as per Paragraph 1(A) above;b.any cash award or any substitute restricted stock unit award of the Surviving Entity provided in Paragraph2(A)(ii)(a) will be fully vested and will be paid to you (or your estate) at the earliest of (a) any subsequentdate on which you are no longer employed by the Company, the Surviving Entity or any of the AMCSubsidiaries for any reason other than termination of your employment by one of such entities for Cause(provided that if you are determined by the Company to be a “specified employee” within the meaning of- 8 -Section 409A, six months from such date), (b) any other date on which such payment or any portionthereof would be a permissible distribution under Section 409A or (c) January 1, _____.B.Upon any Change of Control, to the extent any amounts are due to be paid to you at a later date pursuant to Section 2(A)(ii) above, the Company shall promptly following the Change of Control set aside such amount for your benefit in a“rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into suchtrust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together withall accrued interest thereon, is paid to you in full pursuant to Section 2(A)(ii) above); provided , that no payment will bemade to such rabbi trust if it would be contrary to law or cause you to incur additional tax under Section 409A. The initialinterest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date ofthe Change of Control and shall adjust annually based on the average of such rate for the ten business days prior to eachanniversary of the Change of Control.C.If and to the extent that any payment under this Section 2 is determined by the Company to constitute “non-qualifieddeferred compensation” subject to Section 409A and is payable to you by reason of your termination of employment,then such payment shall be made to you only upon a “separation from service” as defined for purposes of Section 409Aunder applicable regulations.3.As used herein,“ Acquisition price per share ” shall mean the greater of (i) the highest price per share stated on the Schedule 13D or any amendmentthereto filed by the holder of twenty percent (20%) or more of the Company’s voting power which gives rise to the Change ofControl or going private transaction, and (ii) the highest fair market value per share of common stock during the ninety-day periodending on the date of such Change of Control or going private transaction.“ Cause ” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence orbreach of fiduciary duty against the Company or any of its Affiliates, or (ii) commission of any act or omission that results in aconviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moralturpitude or any felony.“ Change of Control ” means the acquisition, in a transaction or a series of related transactions, by any person or group, other thanCharles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or hisimmediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by theCompany, of the power to direct the management of the Company or substantially all its assets (as constituted immediately prior tosuch transaction or transactions).- 9 -“ Going private transaction ” means a transaction involving the purchase of Company securities described in Rule 13e-3 to theSecurities and Exchange Act of 1934.“ Good reason ” meanswithout your express written consent any reduction in your base salary or target bonus opportunity, or any materialimpairment or material adverse change in your working conditions (as the same may from time to time have been improved or, withyour written consent, otherwise altered, in each case, after the Grant Date) at any time after or within ninety (90) days prior to thegoing private transaction including, without limitation, any material reduction of your other compensation, executive perquisites orother employee benefits (measured, where applicable, by level or participation or percentage of award under any plans of theCompany), or material impairment or material adverse change of your level of responsibility, authority, autonomy or title, or to yourscope of duties;any failure by the Company to comply with any of the provisions of this Agreement, other than an insubstantial orinadvertent failure remedied by the Company promptly after receipt of notice thereof given by you;the Company’s requiring you to be based at any office or location more than thirty-five (35) miles from your locationimmediately prior to such event except for travel reasonably required in the performance of your responsibilities; orany failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor ascontemplated by Paragraph 1 or Paragraph 2(A)(ii).“ Merger price per share ” shall mean, in the case of a merger, consolidation, sale, exchange or other disposition of assets thatresults in a Change of Control or going private transaction (a “ Merger ”), the greater of (i) the fixed or formula price for theacquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of commonstock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities orproperty which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued indetermining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company,person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property bythe Committee.“ Offer price per share ” shall mean, in the case of a tender offer or exchange offer which results in a Change of Control or goingprivate transaction (an “ Offer ”), the greater of (i) the highest price per share of common stock paid pursuant to the Offer, or (ii) thehighest fair market value per share of common stock during the ninety-day period ending on the date of a Change of Control orgoing private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock in theOffer shall be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or propertyby the Company, person or other entity making such offer or (B) the valuation placed on such securities or property by theCommittee .- 10 -“ Surviving Entity ” means the entity that owns, directly or indirectly, after consummation of any transaction, substantially all theassets of the Company as constituted immediately prior to consummation of such transaction. If any such entity is at least majority-owned, directly or indirectly, by any entity (a “parent entity”) which has shares of common stock (or partnership units) traded on anational stock exchange or the over-the-counter market, as reported on NASDAQ or any other stock exchange, then such parententity shall be deemed to be the Surviving Entity, provided that if there shall be more than one such parent entity, the parent entityclosest to ownership of substantially all the assets of the Company shall be deemed to be the Surviving Entity. If in connection withany transaction, a Change of Control or going private transaction occurs and no entity shall own, after consummation of suchtransaction, substantially all the assets of the Company as constituted immediately prior to consummation of such transaction, then,notwithstanding any other provision of this Paragraph 3 to the contrary, there shall not be deemed to be a Surviving Entity so that theprovisions of Paragraph 2(A)(ii)(a)(1)(B) shall not be applicable.- 11 -Annex 2 to Performance Restricted Stock Units Agreement[Performance Objectives Intentionally Omitted.] - 12 -Annex 3to Performance Restricted Stock Units AgreementRESTRICTIVE COVENANTS You agree to comply with the following covenants.1. CONFIDENTIALITYYou agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any third party any ConfidentialInformation, other than for legitimate business purposes of the Company and its subsidiaries. As used herein, “ConfidentialInformation” means any non-public information that is material or of a confidential, proprietary, commercially sensitive or personalnature of, or regarding, the Company or its Affiliates or any current or former director, officer or member of senior management ofany of the foregoing (collectively “Covered Parties”). The term Confidential Information includes information in written, digital,oral or any other format and includes, but is not limited to (i) information designated or treated as confidential; (ii) budgets, plans,forecasts or other financial or accounting data; (iii) subscriber, customer, fan, vendor or shareholder lists or data; (iv) technical orstrategic information regarding the Covered Parties’ cable, data, telephone, programming, advertising, film production, motionpicture exhibition, newspaper, multichannel video data and distribution services or other businesses; (v) advertising, business, salesor marketing tactics and strategies; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property;(viii) information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating togovernmental authorities; (ix) terms of agreements with third parties and third party trade secrets; (x) information regardingemployees, agents, consultants, advisors or representatives, including their compensation or other human resources policies andprocedures; and (xi) any other information the disclosure of which may have an adverse effect on the Covered Parties’ businessreputation, operations or competitive position, reputation or standing in the community.If disclosed, Confidential Information or Other Information could have an adverse effect on the Company’s standing in thecommunity, its business reputation, operations or competitive position or the standing, reputation, operations or competitive positionof any of its affiliates subsidiaries, officers, directors, employees, teams, players, coaches, consultants or agents or any of theCovered Parties.Notwithstanding the foregoing, the obligations of this section, other than with respect to subscriber information, shall not apply toConfidential Information which is:a) already in the public domain;b) disclosed to you by a third party with the right to disclose it in good faith; or- 13 -c) specifically exempted in writing by the Company from the applicability of this Agreement.Notwithstanding anything elsewhere in this Agreement, you are authorized to make any disclosure required of you by any federal,state and local laws or judicial, arbitral or governmental agency proceedings, after providing the Company with prior written noticeand an opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or prevents you fromproviding truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental authorities.2. NON-DISPARAGEMENTYou agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, makenegative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personalreputations of the Company or any of its incumbent or former officers, directors, agents, consultants, employees, successors andassigns or any of the Covered Parties.3. COMPANY PROPERTYAs an employee of the Company, you agree that all original works of authorship that result from your activities within the scope ofyour employment and which are protectable by copyright are “works made for hire,” as the term is defined in the United StatesCopyright Act (17 USCA, Section 101). In addition, you agree that the Company is the owner of, and you hereby assign to theCompany, without further consideration, all rights, title and interest in and to all programming and programming ideas, trademarks,copyrights, content, trade secrets, domain names, social media accounts and other intellectual property relating thereto, documents,tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics,music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development concepts,plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with yourcooperation during the course of your employment by the Company (the “Materials”), excluding only those assets that thatExecutive Vice President and Chief Financial Officer and the Executive Vice President and General Counsel have agreed to inwriting to except. All such “works made for hire” and assigned assets are the sole property of the Company and freely transferableby the Company throughout the world. The Company will have the sole and exclusive authority to use the Materials in any mannerthat it deems appropriate, in perpetuity, without additional payment to you. Notwithstanding the terms set forth in this Section 3, inthe event that the terms of your written employment agreement or other written agreement with the Company conflict with the termsset forth in this Section 3, the terms of those agreements will control.4. FURTHER COOPERATION- 14 -Following the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide anyregular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree tocooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or inany litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that yourpersonal knowledge, attendance and participation could be beneficial to the Company or its Affiliates. This cooperation includes,without limitation, participation on behalf of the Company or its Affiliates in any litigation or administrative proceeding brought byany former or existing employee, team, player, coach, guest, representative, agent or vendor of the Company or its Affiliates.The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this sectionand will take reasonable steps to schedule your cooperation in any such matters so as not to materially interfere with your otherprofessional and personal commitments. The Company will reimburse you for any reasonable out-of-pocket expenses youreasonably incur in connection with the cooperation you provide hereunder as soon as practicable after you present appropriatedocumentation evidencing such expenses. You agree to provide the Company with an estimate of such expense before you incur thesame.5. NON-HIRE OR SOLICITYou agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of theCompany), directly or indirectly (whether for your own interest or any other person or entity’s interest) any then current employee ofthe Company, or any of its Affiliates, until the first anniversary of the date of your termination of employment with the Company.This restriction does not apply to any employee who was discharged by the Company. In addition, this restriction will not preventyou from providing references.6. ACKNOWLEDGMENTSYou acknowledge that the restrictions contained in this Annex 3, in light of the nature of the Company’s business and your positionand responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge that theCompany has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach the provisions of thisAnnex 3, and therefore agree that the Company shall be entitled to injunctive relief, to prevent any breach or threatened breach ofany of those provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitableremedy it may have. You further agree that you will not, in any equity proceeding relating to the enforcement of the provisions ofthis Annex 3, raise the defense that the Company has an adequate remedy at law. Nothing in this Annex 3 shall be construed asprohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may haveunder any other agreement. If it is determined that any of the provisions of this Annex 3 or any part thereof, is unenforceablebecause of the duration or scope (geographic or otherwise) of such provision, it is the intention of the parties that the duration orscope of such provision, as- 15 -the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then beenforceable and shall be enforced.7. SURVIVALThe provisions of this Annex 3 shall survive any termination of your employment by the Company or the expiration of theAgreement.8. CLAWBACKIf you breach any of the covenants in this Annex 3, then the Company will be entitled to (i) seek injunctive relief in accordance withSection 6 of this Annex 3 or (ii) exercise its right to receive, and you will be obligated to immediately repay to the Company upondemand therefor, the gross (pre-tax) amount of (i) the fair market value of any Shares deliverable in respect of the Units grantedunder this Agreement (based on the closing price of the Shares on the Delivery Date or the most immediately preceding trading day)and (ii) any cash payable in respect of the Units granted under this Agreement.- 16 -Exhibit 10.32RESTRICTED STOCK UNITS AGREEMENT[Full Name of Employee][Date]Dear [First Name]:Pursuant to the AMC Networks Inc. Amended and Restated 2011 Employee Stock Plan (the “ Plan ”), you have beenselected by the Compensation Committee of the Board of Directors (as more fully described in Section 11, the “ Committee ”) ofAMC Networks Inc. (the “ Company ”), effective as of March __, 2016 (the “ Grant Date ”), to receive [____] restricted stock units(“ Units ”). The Units are granted subject to the terms and conditions set forth below and in the Plan.Capitalized terms used but not defined in this agreement (this “ Agreement ”) have the meanings given to them in the Plan.The Units are subject to the terms and conditions set forth below:1. Awards. Each Unit shall represent an unfunded, unsecured promise by the Company to deliver to you one share of theCompany’s Class A Common Stock, par value $.01 per share (“ Share ”), on the Delivery Date. In accordance with Section 10(b) ofthe Plan, in the discretion of the Committee, in lieu of all or any portion of the Shares otherwise deliverable in respect of your Units,the Company may deliver a cash amount equal to the number of such Shares multiplied by the Fair Market Value of a Share on thedate when Shares would otherwise have been issued, as determined by the Committee.2. Vesting. Subject to your continuous employment with the Company or one of the AMC Subsidiaries, one-third of your Unitswill vest on each of the first three anniversaries of the Grant Date (each, a “ Vesting Date ”); provided that fractional Units will berounded to the nearest whole Unit. Subject to Sections 3 and 4, none of your Units will vest and you will forfeit all of them if you donot remain continuously employed with the Company or one of the AMC Subsidiaries from the Grant Date through each respectiveVesting Date, provided the performance criteria set forth in Annex 2 attached hereto (the “ Performance Criteria ”) have beensatisfied as of the applicable Vesting Date, as determined by the Committee. If the Performance Criteria have not been satisfied as ofa Vesting Date, then the Units that otherwise would have vested on such Vesting Date will remain unvested, and will vest on thenext Vesting Date, provided that the Performance Criteria have been satisfied as of that Vesting Date, as determined by theCommittee.3. Vesting in the Event of Death. If your employment is terminated as a result of your death, all of the unvested Units will vest asof the termination date without regard to satisfaction of the Performance Criteria.14. Change of Control/Going Private Transaction. As set forth in Annex 1 attached hereto, your entitlement to the Units may beaffected in the event of a Change of Control of the Company or a going-private transaction (each as defined in Annex 1 attachedhereto).5. Transfer Restrictions. You may not transfer, assign, pledge or otherwise encumber the Units, other than to the extent providedin the Plan.6. Right to Vote and Receive Dividends. You shall not be deemed to be the holder of Shares, and shall not have any of the rights ofa stockholder with respect to any Units, unless and until the Company shall have issued and delivered Shares to you and your nameshall have been entered as a stockholder of record on the books of the Company. Pursuant to Section 10(c) of the Plan, all ordinary(as determined by the Committee in its sole discretion) cash dividends that would have been paid upon any Shares underlying yourUnits had such Shares been issued will be retained by the Company for your account until your Units vest and such dividends will bepaid to you (without interest) on the applicable Delivery Date to the extent that your Units vest.7. Tax Representations and Tax Withholding . You hereby acknowledge that you have reviewed with your own tax advisors thefederal, state and local tax consequences of receiving the Units. You hereby represent to the Company that you are relying solely onsuch advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, inconnection with the Units, the Company is required to withhold any amounts by reason of any federal, state or local tax, suchwithholding shall be effected in accordance with Section 16 of the Plan.8. Section 409A. It is the Company’s intent that payments under this Agreement shall comply with Section 409A of the InternalRevenue Code (“ Section 409A ”) to the extent applicable, and that the Agreement be administered accordingly. Notwithstandinganything to the contrary contained in this Agreement or any employment agreement you have entered into with the Company, to theextent that any payment or benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, isdetermined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you byreason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a“separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specifiedemployee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made orprovided before the date that is six months after the date of your separation from service (or your earlier death). Each payment underthis Agreement will be treated as a separate payment under Section 409A of the IRC.9. Delivery. Subject to Sections 8, 10 and 13 and except as otherwise provided in this Agreement, the Shares will be delivered inrespect of vested Units (if any) on the first to occur of the following events (i) to you on or promptly after the applicable VestingDate (but in no case more than 15 days after such date), (ii) in the event of your death to your estate after your death and during thecalendar year in which your death occurs (or such later date as may be permitted under Section 409A) and (iii) in the event of anyother termination of your employment (including pursuant to the provisions of Annex 1 ), to you on the ninetieth (90 th ) dayfollowing your termination of employment (the “ Delivery Date ”). Unless otherwise determined by the Committee, delivery of the- 2 -Shares at the Delivery Date will be by book-entry credit to an account in your name that the Company has established at a custodyagent (the “ custodian ”). The Company’s transfer agent, Wells Fargo Bank, N.A., shall act as the custodian of the Shares; however ,the Company may in its sole discretion appoint another custodian to replace Wells Fargo Bank, N.A. On the applicable DeliveryDate, if you have complied with your obligations under this Agreement and provided that your tax obligations with respect to thevested Units are appropriately satisfied, we will instruct the custodian to electronically transfer your Shares to a brokerage or otheraccount on your behalf (or make such other arrangements for the delivery of the Shares to you as we reasonably determine).10. Right of Offset . You hereby agree that the Company shall have the right to offset against its obligation to deliver shares ofClass A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferredcompensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any ofthe AMC Subsidiaries.11. The Committee . For purposes of this Agreement, the term “Committee” means the Compensation Committee of the Board ofDirectors of the Company or any replacement committee established under, and as more fully defined in, the Plan.12. Committee Discretion . The Committee has full discretion with respect to any actions to be taken or determinations to be madein connection with this Agreement, and its determinations shall be final, binding and conclusive.13. Amendment. The Committee reserves the right at any time to amend the terms and conditions set forth in this Agreement,except that the Committee shall not make any amendment or revision in a manner unfavorable to you (other than if immaterial),without your consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan, except that, forpurposes of Section 19 of the Plan, Section 4 and Annex 1 of this Agreement are deemed to be “terms of an Award Agreementexpressly refer[ring] to an Adjustment Event.” Any amendment of this Agreement shall be in writing and signed by an authorizedmember of the Committee or a person or persons designated by the Committee.14. Units Subject to the Plan. The Units covered by this Agreement are subject to the Plan.15. AMC Subsidiaries. For purposes of this Agreement, “AMC Subsidiaries” shall mean the direct or indirect subsidiaries of theCompany (or, in the case of a going private transaction or Change in Control, the direct or indirect subsidiaries of the SurvivingEntity).16. Entire Agreement. Except for any employment agreement between you and the Company or any of its Affiliates in effect as ofthe date of the grant hereof (as such employment agreement may be modified, renewed or replaced), this Agreement and the Planconstitute the entire understanding and agreement of you and the Company with respect to the Units covered hereby and supersedeall prior understandings and agreements. Except as provided in Sections 8 and 15, in the event of a conflict among the documentswith respect to the terms and conditions of the Units covered hereby, the documents will be accorded the following order ofauthority: the terms and- 3 -conditions of the Plan will have highest authority followed by the terms and conditions of your employment agreement, if any,followed by the terms and conditions of this Agreement.17. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of,the Company and its successors and assigns.18. Governing Law. This Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governedby and in accordance with, the laws of the State of New York.19. Jurisdiction and Venue. You irrevocably submit to the jurisdiction of the courts of the State of New York and the Federalcourts of the United States located in the Southern District and Eastern District of the State of New York in respect of theinterpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense that youare not subject thereto or that the venue thereof may not be appropriate. You agree that the mailing of process or other papers inconnection with any action or proceeding in any manner permitted by law shall be valid and sufficient service.20. Waiver . No waiver by the Company at any time of any breach by you of, or compliance with, any term or condition of thisAgreement or the Plan to be performed by you shall be deemed a waiver of the same, any similar or any dissimilar term or conditionat the same or at any prior or subsequent time.21. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any term orcondition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.22. Exclusion from Compensation Calculation . By acceptance of this Agreement, you shall be deemed to be in agreement that theUnits covered hereby shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary”in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except asdetermined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that all suchshares be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsoredby the Company or any of its Affiliates.23. No Right to Continued Employment . Nothing contained in this Agreement or the Plan shall be construed to confer on you anyright to continue in the employ of the Company or any Affiliate, or derogate from the right of the Company or any Affiliate, asapplicable, to retire, request the resignation of, or discharge you, at any time, with or without cause.24. Restrictive Covenants . You agreed to be bound by the restrictive covenants set forth in Annex 3 .25. Headings. The headings in this Agreement are for purposes of convenience only and are not intended to define or limit theconstruction of the terms and conditions of this Agreement.- 4 -26. Effective Date. Upon execution by you, this Agreement shall be effective from and as of the Grant Date.- 5 -27. Signatures. Execution of this Agreement by the Company and/or you may be in the form of an electronic, manual or similarsignature, and such signature shall be treated as an original signature for all purposes.AMC NETWORKS INC.By: Name: Joshua SapanTitle: President and CEO By your electronic signature, you (i) acknowledge that a complete copy of the Plan and this Agreement have been madeavailable to you and (ii) agree to all of the terms and conditions set forth in the Plan and this Agreement.- 6 -Annex 1 to Restricted Stock Units AgreementIn the event of a “Change of Control” of the Company or a “going private transaction,” as defined below, your entitlement to Unitsshall be as follows:1. If the Company or the Surviving Entity, as defined below, has shares of common stock (or partnership units) traded on anational stock exchange or on the over-the-counter market as reported on NASDAQ or any other stock exchange, the Committeeshall, no later than the effective date of the transaction which results in a Change of Control or going private transaction, deem thePerformance Criteria to be satisfied and either (A) convert your unvested Units into an amount of cash equal to (i) the number ofyour unvested Units multiplied by (ii) the “offer price per share,” the “acquisition price per share” or the “merger price per share,”each as defined below, whichever of such amounts is applicable or (B) arrange to have the Surviving Entity grant to you an award ofrestricted stock units (or partnership units) for shares of the Surviving Entity on the same terms and with a value equivalent to yourunvested Units which will, in the good faith determination of the Committee, provide you with an equivalent profit potential.2. If the Company or the Surviving Entity does not have shares of common stock (or partnership units) traded on a national stockexchange or on the over-the-counter market as reported on NASDAQ or any other stock exchange, the Committee shall deem thePerformance Criteria to be satisfied and convert your unvested Units into an amount of cash equal to the amount calculated as perParagraph 1(A) above.3. Provided that you remain continuously employed with the Company, the Surviving Entity or one of the AMC Subsidiaries, anycash award provided for in Paragraph 1(A) or 2 shall become payable to you (or your estate), and any substitute restricted stock unitaward of the Surviving Entity provided in Paragraph 1(B) will vest, at the earlier of (a) each applicable date on which your Unitswould otherwise have vested had they continued in effect, (b) the date of your death or (c) the date on which your employment withthe Company, the Surviving Entity or one of the AMC Subsidiaries is terminated (i) by the Company, the Surviving Entity or one ofthe AMC Subsidiaries other than for Cause, (ii) by you for “good reason,” as defined below, or (iii) by you for any reason at least six(6) months, but not more than nine (9) months after the effective date of the Change of Control or going private transaction;provided that clause (iii) herein shall not apply in the event that your rights in the Units are converted into a right to receive anamount of cash in accordance with Paragraph 1(A). The amount payable in cash shall be payable together with interest from theeffective date of the Change of Control or going private transaction until the date of payment at (a) the weighted average cost ofcapital of the Company immediately prior to the effectiveness of the Change of Control or going private transaction, or (b) if theCompany (or the Surviving Entity) sets aside the funds in a trust or other funding arrangement, the actual earnings of such trust orother funding arrangement.4. As used herein,-7-“ Acquisition price per share ” shall mean the greater of (i) the highest price per share stated on the Schedule 13D or any amendmentthereto filed by the holder of twenty percent (20%) or more of the Company’s voting power which gives rise to the Change ofControl or going private transaction, and (ii) the highest fair market value per share of common stock during the ninety-day periodending on the date of such Change of Control or going private transaction.“ Cause ” means your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence orbreach of fiduciary duty against the Company or any of its Affiliates, or (ii) commission of any act or omission that results in aconviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moralturpitude or any felony.“ Change of Control ” means the acquisition, in a transaction or a series of related transactions, by any person or group, other thanCharles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or hisimmediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by theCompany, of the power to direct the management of the Company or substantially all its assets (as constituted immediately prior tosuch transaction or transactions).“ Going private transaction ” means a transaction involving the purchase of Company securities described in Rule 13e-3 to theSecurities and Exchange Act of 1934.“ Good reason ” meanswithout your express written consent any reduction in your base salary or target bonus opportunity, or any materialimpairment or material adverse change in your working conditions (as the same may from time to time have been improved or, withyour written consent, otherwise altered, in each case, after the Grant Date) at any time after or within ninety (90) days prior to theChange of Control including, without limitation, any material reduction of your other compensation, executive perquisites or otheremployee benefits (measured, where applicable, by level or participation or percentage of award under any plans of the Company),or material impairment or material adverse change of your level of responsibility, authority, autonomy or title, or to your scope ofduties;any failure by the Company to comply with any of the provisions of this Agreement, other than an insubstantial orinadvertent failure remedied by the Company promptly after receipt of notice thereof given by you;the Company’s requiring you to be based at any office or location more than thirty-five (35) miles from your locationimmediately prior to such event except for travel reasonably required in the performance of your responsibilities; orany failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor ascontemplated by Paragraph 1.-8-“ Merger price per share ” shall mean, in the case of a merger, consolidation, sale, exchange or other disposition of assets thatresults in a Change of Control or going private transaction (a “ Merger ”), the greater of (i) the fixed or formula price for theacquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of commonstock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities orproperty which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued indetermining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company,person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property bythe Committee.“ Offer price per share ” shall mean, in the case of a tender offer or exchange offer which results in a Change of Control or goingprivate transaction (an “ Offer ”), the greater of (i) the highest price per share of common stock paid pursuant to the Offer, or (ii) thehighest fair market value per share of common stock during the ninety-day period ending on the date of a Change of Control orgoing private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock in theOffer shall be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or propertyby the Company, person or other entity making such offer or (B) the valuation placed on such securities or property by theCommittee .“ Surviving Entity ” means the entity that owns, directly or indirectly, after consummation of any transaction, substantially all theassets of the Company as constituted immediately prior to consummation of such transaction. If any such entity is at least majority-owned, directly or indirectly, by any entity (a “parent entity”) which has shares of common stock (or partnership units) traded on anational stock exchange or the over-the-counter market, as reported on NASDAQ or any other stock exchange, then such parententity shall be deemed to be the Surviving Entity, provided that if there shall be more than one such parent entity, the parent entityclosest to ownership of substantially all the assets of the Company shall be deemed to be the Surviving Entity. If in connection withany transaction, a Change of Control or going private transaction occurs and no entity shall own, after consummation of suchtransaction, substantially all the assets of the Company as constituted immediately prior to consummation of such transaction, then,notwithstanding any other provision of this Paragraph 4 to the contrary, there shall not be deemed to be a Surviving Entity so that theprovisions of Paragraph 1(B) shall not be applicable.-9-Annex 2 to Restricted Stock Units Agreement[Performance Objective Intentionally Omitted.]-10-Annex 3to Restricted Stock Units AgreementRESTRICTIVE COVENANTS You agree to comply with the following covenants.1. CONFIDENTIALITYYou agree to retain in strict confidence and not divulge, disseminate, copy or disclose to any third party any ConfidentialInformation, other than for legitimate business purposes of the Company and its subsidiaries. As used herein, “ConfidentialInformation” means any non-public information that is material or of a confidential, proprietary, commercially sensitive or personalnature of, or regarding, the Company or its Affiliates or any current or former director, officer or member of senior management ofany of the foregoing (collectively “Covered Parties”). The term Confidential Information includes information in written, digital,oral or any other format and includes, but is not limited to (i) information designated or treated as confidential; (ii) budgets, plans,forecasts or other financial or accounting data; (iii) subscriber, customer, fan, vendor or shareholder lists or data; (iv) technical orstrategic information regarding the Covered Parties’ cable, data, telephone, programming, advertising, film production, motionpicture exhibition, newspaper, multichannel video data and distribution services or other businesses; (v) advertising, business, salesor marketing tactics and strategies; (vi) policies, practices, procedures or techniques; (vii) trade secrets or other intellectual property;(viii) information, theories or strategies relating to litigation, arbitration, mediation, investigations or matters relating togovernmental authorities; (ix) terms of agreements with third parties and third party trade secrets; (x) information regardingemployees, agents, consultants, advisors or representatives, including their compensation or other human resources policies andprocedures; and (xi) any other information the disclosure of which may have an adverse effect on the Covered Parties’ businessreputation, operations or competitive position, reputation or standing in the community.If disclosed, Confidential Information or Other Information could have an adverse effect on the Company’s standing in thecommunity, its business reputation, operations or competitive position or the standing, reputation, operations or competitive positionof any of its affiliates subsidiaries, officers, directors, employees, teams, players, coaches, consultants or agents or any of theCovered Parties.Notwithstanding the foregoing, the obligations of this section, other than with respect to subscriber information, shall not apply toConfidential Information which is:-11-a) already in the public domain;b) disclosed to you by a third party with the right to disclose it in good faith; orc) specifically exempted in writing by the Company from the applicability of this Agreement.Notwithstanding anything elsewhere in this Agreement, you are authorized to make any disclosure required of you by any federal,state and local laws or judicial, arbitral or governmental agency proceedings, after providing the Company with prior written noticeand an opportunity to respond prior to such disclosure. In addition, this Agreement in no way restricts or prevents you fromproviding truthful testimony concerning the Company to judicial, administrative, regulatory or other governmental authorities.2. NON-DISPARAGEMENTYou agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, makenegative statements about or act in any manner which is intended to or does damage to the good will of, or the business or personalreputations of the Company or any of its incumbent or former officers, directors, agents, consultants, employees, successors andassigns or any of the Covered Parties.3. COMPANY PROPERTYAs an employee of the Company, you agree that all original works of authorship that result from your activities within the scope ofyour employment and which are protectable by copyright are “works made for hire,” as the term is defined in the United StatesCopyright Act (17 USCA, Section 101). In addition, you agree that the Company is the owner of, and you hereby assign to theCompany, without further consideration, all rights, title and interest in and to all programming and programming ideas, trademarks,copyrights, content, trade secrets, domain names, social media accounts and other intellectual property relating thereto, documents,tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics,music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development concepts,plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with yourcooperation during the course of your employment by the Company (the “Materials”), excluding only those assets that thatExecutive Vice President and Chief Financial Officer and the Executive Vice President and General Counsel have agreed to inwriting to except. All such “works made for hire” and assigned assets are the sole property of the Company and freely transferableby the Company throughout the world. The Company will have the sole and exclusive authority to use the Materials in any mannerthat it deems appropriate, in perpetuity, without additional payment to you. Notwithstanding the terms set forth in this Section 3, inthe event that the terms of your written employment agreement or other written agreement with the Company conflict with the termsset forth in this Section 3, the terms of those agreements will control.-12-4. FURTHER COOPERATIONFollowing the date of termination of your employment with the Company (the “Expiration Date”), you will no longer provide anyregular services to the Company or represent yourself as a Company agent. If, however, the Company so requests, you agree tocooperate fully with the Company in connection with any matter with which you were involved prior to the Expiration Date, or inany litigation or administrative proceedings or appeals (including any preparation therefore) where the Company believes that yourpersonal knowledge, attendance and participation could be beneficial to the Company or its Affiliates. This cooperation includes,without limitation, participation on behalf of the Company or its Affiliates in any litigation or administrative proceeding brought byany former or existing employee, team, player, coach, guest, representative, agent or vendor of the Company or its Affiliates.The Company will provide you with reasonable notice in connection with any cooperation it requires in accordance with this sectionand will take reasonable steps to schedule your cooperation in any such matters so as not to materially interfere with your otherprofessional and personal commitments. The Company will reimburse you for any reasonable out-of-pocket expenses youreasonably incur in connection with the cooperation you provide hereunder as soon as practicable after you present appropriatedocumentation evidencing such expenses. You agree to provide the Company with an estimate of such expense before you incur thesame.5. NON-HIRE OR SOLICITYou agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire (without the prior written consent of theCompany), directly or indirectly (whether for your own interest or any other person or entity’s interest) any then current employee ofthe Company, or any of its Affiliates, until the first anniversary of the date of your termination of employment with the Company.This restriction does not apply to any employee who was discharged by the Company. In addition, this restriction will not preventyou from providing references.6. ACKNOWLEDGMENTSYou acknowledge that the restrictions contained in this Annex 3, in light of the nature of the Company’s business and your positionand responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge that theCompany has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach the provisions of thisAnnex 3, and therefore agree that the Company shall be entitled to injunctive relief, to prevent any breach or threatened breach ofany of those provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitableremedy it may have. You further agree that you will not, in any equity proceeding relating to the enforcement of the provisions ofthis Annex 3, raise the defense that the Company has an adequate remedy at law. Nothing in this Annex 3 shall be construed asprohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may haveunder any other agreement. If it is determined that any of the provisions of this Annex-13-3 or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision, it is theintention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provisionbecomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.7. SURVIVALThe provisions of this Annex 3 shall survive any termination of your employment by the Company or the expiration of theAgreement.8. CLAWBACKIf you breach any of the covenants in this Annex 3, then the Company will be entitled to (i) seek injunctive relief in accordance withSection 6 of this Annex 3 or (ii) exercise its right to receive, and you will be obligated to immediately repay to the Company upondemand therefor, the gross (pre-tax) amount of (i) the fair market value of any Shares deliverable in respect of the Units grantedunder this Agreement (based on the closing price of the Shares on the Delivery Date or the most immediately preceding trading day)and (ii) any cash payable in respect of the Units granted under this Agreement.-14-Exhibit 12AMC NETWORKS INC. AND SUBSIDIARIESCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(Dollars in thousands) Years Ended December 31, 2015 2014 2013 2012 2011Earnings: Income from continuing operations before income taxes$582,794 $397,028 $469,001 $222,274 $210,610Fixed charges136,748 137,890 121,073 132,716 100,307Total earnings as adjusted$719,542 $534,918 $590,074 $354,990 $310,917Fixed Charges: Interest Expense (*)$128,135 $130,262 $115,860 $127,778 $95,870Portion of rents representative of an interest factor8,613 7,628 5,213 4,938 4,437Total fixed charges$136,748 $137,890 $121,073 $132,716 $100,307Ratio of Earnings to Fixed Charges5.3 3.9 4.9 2.7 3.1 (*)Interest expense includes the amortized premiums, discounts and capitalized expenses related to indebtedness.Exhibit 21Material Subsidiaries of the RegistrantAMC Networks Inc.Subsidiary Jurisdiction of Formation Percent OwnedAMC Network Entertainment LLC New York 100%AMC Networks Broadcasting & Technology New York 100%AMC/Sundance Channel Global Networks LLC Delaware 100%AMC Networks Central Europe Kft Hungary 100%Digital Media Centre B.V. Netherlands 100%AMC CMC HoldCo Limited United Kingdom 100%Chello Zone Holdings Limited United Kingdom 100%IFC Entertainment Holdings LLC Delaware 100%IFC TV LLC Delaware 100%Plator Holding B.V. Netherlands 100%Rainbow Media Holdings LLC Delaware 100%Rainbow Programming Holdings LLC Delaware 100%SundanceTV LLC Delaware 100%WE tv LLC Delaware 100%Exhibit 23Consent of Independent Registered Public Accounting FirmThe Board of DirectorsAMC Networks Inc.:We consent to the incorporation by reference in the registration statements (No. 333‑175206 and No. 333-189096) on Form S-8 of AMC Networks Inc. of ourreports dated February 25, 2016, with respect to the consolidated balance sheets of AMC Networks Inc. as of December 31, 2015 and 2014, and the relatedconsolidated statements of income, comprehensive income, stockholders’ deficiency, and cash flows for each of the years in the three-year period endedDecember 31, 2015, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2015, whichreports appear in the December 31, 2015 annual report on Form 10‑K of AMC Networks Inc. /s/ KPMG LLP New York, New YorkFebruary 25, 2016Exhibit 31.1I, Joshua W. Sapan, certify that:1. I have reviewed this report on Form 10-K of AMC Networks Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant andhave:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting.Date:February 25, 2016 By:/s/ Joshua W. Sapan Joshua W. Sapan President and Chief Executive OfficerExhibit 31.2I, Sean S. Sullivan, certify that:1. I have reviewed this report on Form 10-K of AMC Networks Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant andhave:a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; andd) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting.Date:February 25, 2016 By:/s/ Sean S. Sullivan Sean S. Sullivan Executive Vice President and Chief Financial OfficerExhibit 32CertificationsPursuant to 18 U.S.C. § 1350, each of the undersigned officers of AMC Networks Inc. ("AMC Networks") hereby certifies, to such officer's knowledge,that AMC Networks' Annual Report on Form 10-K for the period ended December 31, 2015 (the "Report") fully complies with the requirements of Section 13(a)or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the Report fairly presents, in all material respects, thefinancial condition and results of operations of AMC Networks.Date:February 25, 2016 By:/s/ Joshua W. Sapan Joshua W. Sapan President and Chief Executive Officer Date:February 25, 2016 By:/s/ Sean S. Sullivan Sean S. Sullivan Executive Vice President and Chief Financial Officer

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