AMC Networks
Annual Report 2016

Plain-text annual report

AMC NETWORKS INC. FORM 10-K (Annual Report) Filed 02/24/17 for the Period Ending 12/31/16 Address Telephone CIK Symbol SIC Code Industry 11 PENN PLAZA NEW YORK, NY 10001 (212) 324-8500 0001514991 AMCX 4841 - Cable and Other Pay Television Services Broadcasting Sector Consumer Cyclicals Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2017, 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, 2016or¨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, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $3.6 billion .The number of shares of common stock outstanding as of February 17, 2017 :Class A Common Stock par value $0.01 per share56,254,726Class 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 2017 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 Factors13Item 1B.Unresolved Staff Comments25Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures26Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.Selected Financial Data29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosure About Market Risk56Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information58Part III Item 10.Directors, Executive Officers and Corporate Governance59Item 11.Executive Compensation59Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13.Certain Relationships and Related Transactions, and Director Independence59Item 14.Principal Accounting Fees and Services59Part IV Item 15.Exhibits, Financial Statement Schedules60Item 16.Form 10-K Summary60SIGNATURES633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 and our ability to deliver guaranteed viewer ratings;• the highly competitive nature of the cable, telecommunications and digital programming industries;•our ability to maintain and renew distribution or affiliation agreements with multichannel 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 businesses;•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 and 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 businesses;•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 its 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 subsidiaries. “AMC Networks Inc.” refers toAMC Networks Inc. individually as a separate entity. Our telephone number is (212) 324-8500. Our corporate website is http://www.amcnetworks.com and theinvestor relations section of our website is located at http://investor.amcnetworks.com. We make available, free of charge through the investor relations section ofour website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnishedpursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as our proxy statements, as soon as reasonably practicable after we electronicallyfile such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). References to our website in this Annual Report on Form 10-K (this“Annual Report”) are provided as a convenience and the information contained on, or available through, the website is not part of this or any other report we filewith 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. At the time of theDistribution, both Cablevision and AMC Networks were controlled by Charles F. Dolan, certain members of his immediate family and certain family-relatedentities (collectively the “Dolan Family”). On June 21, 2016, Cablevision was acquired by a subsidiary of Altice N.V. and a change of control occurred whichresulted in members of the Dolan Family no longer being controlling stockholders of the surviving company, Altice USA. Altice USA is not a related party ofAMC Networks Inc.Our CompanyAMC Networks operates several of the most recognized brands in television, delivering high quality content to audiences and a valuable platform todistributors 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 (operated through a joint venture with BBC WorldwideAmericas, Inc.), IFC and SundanceTV. Each of our programming channels have established themselves within their respective markets. Our deep and establishedpresence in the industry and the recognition we have received for our brands through industry awards and other honors lend us a high degree of credibility withdistributors and content producers, and help provide us with stable affiliate and studio relationships, advantageous channel placements, heightened viewerengagement and demand for our owned programming for distribution on platforms other than our own. Our channels are also distributed through emerging virtualmulti-channel video programming distributors. We produce some of our own original programming. Our ability to produce owned high quality content hasprovided us with the opportunity to distribute such content on platforms other than our domestic networks. We have principally licensed content for lineardistribution internationally, 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 AMC and Sundance Channel, 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 some 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 further 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 in5original programming supports future growth in distribution and advertising revenue. We also intend to continue to expand the exploitation of our originalprogramming 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 115 countries, replacing the MGM channel in most territories. Additionally, Sundance Channel has expanded itsdistribution to over 70 countries. One or more of AMC Networks International's channels are available in 140 countries 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. We seek to continue to evolve the programming on each of our networks to achieveeven stronger viewer engagement within their respective core targeted demographics, thereby increasing the value of our programming to advertisers andallowing us to obtain higher advertising rates. We are continuing to seek additional advertising revenue through higher Nielsen ratings in desirabledemographics.Increased Control of Content . We believe that control (including long-term contract arrangements) and ownership of content is important, and weintend to increase our control position over our programming content. We currently control, own or have long-term license agreements covering significantportions of our content across our programming networks as well as in our independent film distribution business operated by IFC Films. We intend tocontinue 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 certain of our content available on third-party digital platforms such as Netflix, Hulu, Amazon Prime and iTunes. We own and operate two subscriptionbased, digital video on demand services; SundanceNow, featuring independent film, TV shows, documentaries, and original series, and Shudder TM , dedicatedto films in the horror, suspense and thriller genres.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 2016 , distribution revenues and advertising sales accounted for 61% and 39% of our consolidated revenues, net, respectively. For the year endedDecember 31, 2016 , one customer, AT&T Inc., accounted for greater than 10% of our consolidated revenues, net.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 2026 .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: We sell rights to our owned original programming and related brands for distribution in a variety of forms including televisionmarkets worldwide, subscription video on demand (SVOD) services or digital platform providers, such as Netflix, Hulu, Amazon Prime and physical (DVDand Blu-ray) formats.6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 to the time when the commercials will be run, and often pay a premium. The mix between theupfront 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 international advertising is sold close to the time when the commercials will be run (similar to theU.S. scatter market) and are generally represented by third-party sales agents.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 or the guarantee obligation contractually expires. In the U.S., most of our advertising revenues vary based upon the popularity ofour programming as measured by Nielsen. In addition to the Nielsen rating, our advertising rates are also influenced by the demographic mix of our viewingaudiences, 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.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, digital and other forms of distribution and theatrical release of our IFC Films acquired content. Ourprogramming includes original programming that we control, either through outright ownership or through long-term licensing arrangements, as well as acquiredprogramming that we license from studios and other rights holders. Since our founding in 1980, we have been a pioneer in the cable television programmingindustry, having created or developed some of the industry’s leading programming networks, with a focus on programming of film and original productions.Certain of our programming networks feature original programming that includes 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: Includes activities of our programming businesses, which include our five programming networks, distributed in the U.S. andCanada. These programming networks are AMC, WE tv, BBC AMERICA, IFC, and SundanceTV in the U.S.; and AMC, IFC and Sundance Channelin Canada. Our AMC Studios operations within the National Networks segment also sell rights worldwide to their owned original programming. TheNational7Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business, which primarily servicesmost 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 filmdistribution business; AMCNI- DMC, the broadcast solutions unit of certain networks of AMCNI and third-party networks, and various developingon-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 22 to the accompanying consolidated financial statements.National NetworksAMCAMC is home to some of the most popular and acclaimed programs on television. Launched in 1984, AMC was the first basic cable network to win theEmmy ® Award for Outstanding Drama Series with Mad Men in 2008, which went on to win four years in a row before Breaking Bad followed shortly thereafterby winning in 2013 and 2014. The network’s series The Walking Dead is the highest-rated series in cable history and the number one show on television amongadults 18-49 for the last five years.AMC’s other current original drama series include Better Call Saul , Fear the Walking Dead , Turn: Washington’s Spies , Humans , Into the Badlands ,Preacher , and Halt and Catch Fire . AMC is also home to original shows like Talking Dead , The Making of The Mob , Comic Book Men , Ride with NormanReedus and The American West . Upcoming original scripted dramas include The Son , starring Pierce Brosnan, The Terror , Lodge 49 , Loaded and McMafia .The network recently greenlit a new limited series, The Spy Who Came in from the Cold , an adaptation of the best-selling author John Le Carre’s novel.Another Le Carre bestseller, The Night Manager , which premiered in 2016, starring Hugh Laurie and Tom Hiddleston debuted to critical acclaim and was themost awarded television series at the 2017 Golden Globe Awards. AMC has also greenlit two new comic book and sci-fi documentary series: Heroes and Villains ,which, helmed by The Walking Dead creator Robert Kirkman, explores the stories, people and events that have transformed the world of comic books; and JamesCameron’s Story of Science Fiction , a documentary series from the acclaimed filmmaker behind many iconic sci-fi films.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, 2016 , AMC had affiliation agreements with all major U.S. distributors and reachedapproximately 91 million Nielsen subscribers.Historical Subscribers—AMC(in millions)2016 2015 2014Nielsen Subscribers (at year-end)91.2 93.6 95.0Change from Prior Year-end(3)% (1)% (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, Mary Mary, Marriage Boot Camp Reality Stars, and L.A. Hair, among others.Additionally, WE tv’s programming includes series such as CSI: Miami and Law & Order as well as feature films, with certain exclusive license rights fromstudios such as Paramount, MGM, Disney and Warner Bros.WE tv Subscribers and Affiliation Agreements . As of December 31, 2016 , WE tv had affiliation agreements with all major U.S. distributors and reachedapproximately 86 million Nielsen subscribers.8Historical Subscribers—WE tv(in millions)2016 2015 2014Nielsen Subscribers (at year-end)85.9 86.5 85.4Change from Prior Year-end(1)% 1% 2%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.BBC AMERICAEstablished in 1998, BBC AMERICA is a hub of innovative programming that has been the launch pad for talent including Ricky Gervais, Gordon Ramsay,and Graham Norton - all adopted as American pop culture icons. A joint venture between BBC Worldwide (the commercial arm of the BBC) and AMC Networks,BBC AMERICA has attracted both critical acclaim and major awards including Emmys ® , Golden Globes ® and Peabody Awards.Upcoming original series include: the enduring science fiction phenomenon Doctor Who , starring Peter Capaldi; Class , a Doctor Who spinoff series fromwriter Patrick Ness; a new season of the long running franchise Top Gear , the most-watched unscripted show in the world, with host Matt LeBlanc; Broadchurch ,starring Golden Globe winner Olivia Coleman and David Tennant; Dirk Gently’s Holistic Detective Agency , with Elijah Wood and Sam Barnett; and the fifth andfinal season of fan favorite Orphan Black , starring the Emmy Award-winning Tatiana Maslany.In 2017, BBC AMERICA will also present Planet Earth II , an epic follow-up to the groundbreaking Planet Earth which debuted a decade ago. Narrated bySir David Attenborough, Planet Earth II features filmmaking at the highest level, a remarkable television event and an inspiring celebration of the planet and itscreatures.BBC AMERICA Subscribers and Affiliation Agreements . As of December 31, 2016 , BBC AMERICA had affiliation agreements with all major U.S.distributors and reached approximately 79 million Nielsen subscribers.Historical Subscribers—BBC AMERICA(in millions)2016 2015 2014Nielsen Subscribers (at year-end)79.3 77.1 78.2Change from Prior Year-end3% (1)% (2)%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.IFCIFC is the home of offbeat, unexpected comedies that are in keeping with the network’s “Always On Slightly Off” brand, and which air alongside fan-favorite movies and comedic cult TV shows. In 2016, AMC Networks announced a minority ownership stake in leading comedy brand, Funny or Die, after a seriesof successful collaborations with IFC.The network’s original content includes its flagship Emmy-nominated and Peabody Award-winning sketch comedy series, Portlandia , created by andstarring Fred Armisen and Carrie Brownstein, and executive produced by Saturday Night Live's Lorne Michaels. Other IFC originals include: Documentary Now! ,starring today’s top comedic talent Fred Armisen and Bill Hader and produced by Seth Myers; Stan Against Evil ; and the upcoming Brockmire , a series born as aFunny or Die short, starring Hank Azaria and Amanda Peete.IFC's programming also includes films from various film distributors, including Fox, Miramax, Sony, Lionsgate, Universal, Paramount and Warner Bros.IFC Subscribers and Affiliation Agreements . As of December 31, 2016 , IFC had affiliation agreements with all major U.S. distributors and reachedapproximately 72 million Nielsen subscribers.Historical Subscribers—IFC(in millions)2016 2015 2014Nielsen Subscribers (at year-end)72.4 71.2 73.7Change from Prior Year-end2% (3)% 5%Year-to-year changes in the Nielsen subscribers may be impacted by changes in the Nielsen sample.9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 programming,including: Rectify, one of the most critically-acclaimed drama series which helped establish SundanceTV as a destination for original programming of the highestquality; Hap and Leonard, which debuted in 2016 as the highest-rated series in the network’s history ; The Last Panthers ; and Top of the Lake , among others. In2016, the network introduced a new daytime programming block, The Set , that brings viewers some of the most iconic series in TV history.In 2017, the network will debut second seasons of SundanceTV original scripted series Gomorrah, Cleverman, The A Word , and Top of the Lake: China Girl, directed by Oscar-winning Jane Campion and starring Elisabeth Moss ( Mad Men ) and Nicole Kidman. New SundanceTV original series include: Murder in theHeartland: In Cold Blood Revisited, a four-part unscripted series from Oscar-nominated documentarian Joe Berlinger; Liar, starring Golden Globe-winner andEmmy-nominated actress Joanne Froggatt ( Downton Abbey ); and The Split , a new drama series from Emmy Award-winning writer Abi Morgan.SundanceTV Subscribers and Affiliation Agreements . As of December 31, 2016 , SundanceTV had affiliation agreements with all major U.S. distributorsand reached approximately 62 million Nielsen subscribers.Historical Subscribers—SundanceTV(in millions)2016 2015 2014Nielsen Subscribers (at year-end)62.4 59.6 56.6Change from Prior Year-end5% 5% 1%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, IFC Films and various developing on-line content distributioninitiatives.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, AMC andSundance Channel, 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”) andmanages a portfolio of thirteen channel brands, including AMC, SundanceTV, Extreme Sports Channel, Eva, MGM and preschool channel JimJam. AMCNI - UKalso operates a number of joint venture, partnership and10managed channel services in the EMEA region, including Outdoor Channel, Polsat JimJam, as well as a portfolio of seven entertainment channels across thirteenEMEA feeds with CBS Studios, including CBS Drama, CBS Action, CBS Reality, CBS Europa and Horror Channel.AMCNI - IberiaAMCNI - Iberia is the largest distributor of thematic television channels in Spain and Portugal. The current portfolio consists of 17 channel brands includingAMC, Sundance Channel, Canal Hollywood, Odisea, Sol Musica, Canal Cocina and Decasa, and a number of channels owned through joint ventures. The channelsare 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 fourteentelevision brands in five genres: sport: Sport1, Sport2, SportM, kids: Minimax, Megamax, infotainment: Spektrum, TVPaprika, Spektrum Home and film: AMC,Film Mánia, Film Café, Film+ and Kinowelt, and general entertainment: OBN. 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 six channels including AMC, Sundance Channel, Film&Arts, Europa Europa, Mas Chic and El Gourmet.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 digital media facility specializes in the enrichment, publishing and delivery of multi-lingual and multi-platform content. AMCNI-DMC currentlytransmits over 100 channels across continental Europe, the UK, Middle East, Asia and South Africa. AMCNI- DMC's third-party clients include Fox InternationalChannels, 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 800 titles. Recent successes include Weiner (selected for the Oscardocumentary short list); 45 Years (Sundance Selects) starring Charlotte Rampling (Oscar-nominated for best performance by an actress in a leading role), Oscar-winning Boyhood (IFC Films) from writer-director Richard Linklater and starring Patricia Arquette (winner of the Academy Award for Best Actress in 2015), TwoDays, One Night (Sundance Selects) starring Marion Cotillard (Oscar-nominated for best performance by an actress in a leading role), and Oscar-nominateddocumentary 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 directly in some respects; other FCC regulations, although imposed on cable television operatorsand satellite operators, affect programming networks indirectly. The rules, regulations, policies and procedures affecting our businesses are constantly subject tochange. The descriptions below are summary in nature and do not purport to describe all present and proposed laws and regulations affecting our businesses.11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.Packaging Programming and Volume DiscountsThe FCC from time to time examines whether to adopt rules restricting how programmers package and price their networks, or whether to impose otherrestrictions on carriage agreements between programmers and multichannel video programming distributors. We do not currently require distributors to carry morethan one of our national programming networks in order to obtain the right to carry a particular national programming network. However, we generally negotiatewith a distributor for the carriage of all of our national networks concurrently, and we offer volume discounts to distributors who make our programming availableto larger numbers of subscribers or who carry more of our programming networks.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.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 that may impact us regarding a variety of issues such as political broadcasts, sponsorship identification, advertising in children’stelevision, and telemarketing. Programming businesses are subject to regulation by the country in which they operate, as well as international bodies, such as theEuropean Union. These regulations may include restrictions on types of advertising that can be sold on our networks, programming content requirements,requirements to make programming available on non-discriminatory terms, and local content quotas.CompetitionOur programming networks operate in three 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. Third, our programming networks compete with other sellers of advertising time and space, includingother cable programming networks, radio, newspapers, outdoor media and, increasingly, internet sites. The success of our businesses depends on our ability tolicense and produce content for our programming networks that is adequate in quantity and quality and will generate satisfactory viewer ratings. In each of thesecases, some of our competitors are large publicly held companies that have greater financial resources than we do. In addition, we compete with these entities foradvertising 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 for carriage by a particular multichannel video programming distributor, and forthe carriage on the service tier that will attract the most subscribers. Once our programming network is selected by a distributor for carriage, that network competesfor viewers not only with the other programming networks available on the distributor’s system, but also with over-the-air broadcast television, Internet-12based video and 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.Part of our strategy involves exploiting identified segments of the cable television viewing audience that are generally well defined and limited in size. Ournetworks have faced and will continue to face increasing competition as other programming networks and online or other services seek to serve the same or similarniches.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, 2016 we had 2,029 full-time employees and 314 part-time employees. In addition, certain of our U.S. subsidiaries engage the servicesof writers who are subject to a collective bargaining agreement. Approximately 270 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.13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 our bargaining position when dealing with distributors. In addition, certain of our competitors may have more flexible programming arrangements, aswell as greater amounts of 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 limited, or 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, which could increase our costs.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.Changes in the operating environment of multichannel distributors, including declines in the number of subscribers, could have a material negativeeffect on our business and results of operations.Our business derives a substantial portion of its revenues and income from cable television providers and other multichannel video distributors. The industryhas experienced declines in subscribers and in ratings, which has adversely affected advertising and subscription revenues. Distributors have reacted to thesedeclines by, among other things, offering their subscribers smaller bundles of networks and seeking to control programming costs through negotiations withprogramming services like ours. If the Company’s services are not included in these “skinny bundles” or if the Company is unable to renew, or to achievefavorable terms when it renews, its affiliation agreements, our subscription and advertising revenue would be negatively affected.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 certain 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 subscription video on demand 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 producing or obtaining the quality programming our networks need to be successful.14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 from other companies, and we pay license fees,royalties or contingent compensation in connection with these acquired rights. Our investments in original and acquired programming are significant and involvecomplex negotiations with numerous third parties. These costs may not be recouped when the content is broadcast or distributed and higher costs may lead todecreased profitability or potential write-downs. Increased competition from additional entrants into the market for development and production of originalprogramming, such as Netflix, Amazon and Hulu, may increase our programming content costs.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 and our numerous production and distribution partners operate varioustechnology systems in connection with the production and distribution of our programming, and intentional or unintentional acts could result in unauthorizedaccess to our content, a disruption of our services, or improper disclosure of confidential information. The increasing use of digital formats and technologiesheightens this risk. Unauthorized access to our content could result in the premature release of television shows, which is likely to have a significant adverse effecton 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.15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 2026 . Failure to renew affiliation agreements,or renewal on less favorable terms, or the termination of affiliation agreements could have a material adverse effect on our business . A reduced distribution of ourprogramming networks would adversely affect our distribution revenues, and impact our ability to sell advertising or the rates we charge for such advertising. Evenif affiliation agreements are renewed, there is no assurance that the renewal rates will equal or exceed the rates that we currently charge these 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.Consolidation among cable, satellite and telecommunications service providers has had, and could continue to have, an adverse effect on our revenueand 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 distributors and telecommunications service providers has given the largest operators considerable leverage andmarket power in their relationships with programmers. We currently have agreements in place with the major U.S. cable and satellite operators andtelecommunications service providers and this consolidation has affected, and could continue to affect, our ability to maximize the value of our content throughthose distributors. In addition, many of the countries and territories in which we distribute our networks also have a small number of dominant distributors.Continued consolidation within the industry could reduce the number of distributors that carry our programming and further increase the negotiating leverage ofthe cable and satellite television system operators, which could have an adverse effect on our financial condition or results of operations.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. We compete with other providersof programming networks for the right to be carried by a particular cable or other multichannel video programming distribution system and for the right to becarried by such system on a particular “tier” of service. The increasing offerings by virtual multichannnel video programming distributors through alternativedistribution methods creates competition for carriage on those platforms. Our programming networks compete with other programming networks and other sourcesof video content, including broadcast networks, to secure desirable entertainment programming.We also compete with other sellers of advertising time and space, including other cable programming networks, radio, newspapers, outdoor media and,increasingly, internet sites. Additionally, we face intense competition in licensing our content to digital platform providers.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 networks for distribution may be hampered because the cable television or other multichannel video programming distributors through which weseek distribution may be affiliated with these programming networks. Because such distributors may have a substantial number of subscribers, the ability of suchprogramming networks to obtain distribution on the systems of affiliated distributors may lead to increased affiliation and advertising revenue for suchprogramming networks because of their increased penetration compared to our programming networks. Even if the affiliated distributors carry our programmingnetworks, they may place their affiliated programming network on a more desirable tier, thereby giving their affiliated programming network a competitiveadvantage over our own. Our competitors could also have preferential access to important technologies, customer data or other competitive16information. There can be no assurance that we will be able to compete successfully in the future against existing or potential competitors, or that competition willnot 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 and our various developing on-line businesses compete for users and advertisers in the broad and diverse market of freeand subscription video on demand services.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 platforms 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, subscription video on demand, 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 markets.We 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.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:17•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;•exchange controls, tariffs and other trade barriers;•differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property;•foreign privacy and data protection laws and regulations and changes in these laws;•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 realizedforeign 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 holdings18solely as a result of foreign currency translation. Our primary exposure to foreign currency risk from a foreign currency translation perspective is to the euro and, toa lesser extent, other local currencies in Europe. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financialstatements of our non-U.S. dollar functional currency operating 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("E.U."). These regulations may include restrictions on advertising that can be sold on our networks, programming content requirements, requirements to makeprogramming available on non-discriminatory terms, and local content quotas. Consequently, our businesses must adapt their ownership and organizationalstructure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules andregulations could result in penalties, 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.As a company that has operations in the United Kingdom, the vote by the United Kingdom to leave the E.U. could have an adverse impact on ourbusiness, results of operations and financial position.On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” As a result of thereferendum, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the E.U. The effects of Brexit willdepend on any agreements the U.K. makes to retain access to the E.U. markets either during a transitional period or more permanently. The measures couldpotentially disrupt the markets we serve and may cause us to lose subscribers, distributors and employees. If the U.K. loses access to the single E.U. market and theglobal trade deals negotiated by the E.U., it could have a detrimental impact on our U.K. growth. Such a decline could also make our doing business in Europemore difficult, which could delay and reduce the scope of our distribution and licensing agreements. Without access to the single E.U. market, it may be morechallenging and costly to obtain intellectual property rights for our content within the U.K. or distribute our services in Europe. In addition, Brexit could lead tolegal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace and replicate. If there are changes toU.K. immigration policy as a result of Brexit, this could affect our employees and their ability to move freely between the E.U. member states for work relatedmatters.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 losses.We 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 or ransomware, viruses, hacking and phishing attacks, or otherwise. Additionally, outside parties may attempt to fraudulentlyinduce employees or users to disclose sensitive or confidential information in order to gain access to data. Because the techniques used to obtain unauthorizedaccess, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable toanticipate these techniques or to implement adequate preventative measures. If our data systems are compromised, our ability to conduct our business may beimpaired, we may lose profitable opportunities or the value of those opportunities may19be diminished and, as described above, we may lose revenue as a result of unlicensed use of our intellectual property. Further, a penetration of our network securityor other misappropriation or misuse of personal consumer or employee information could subject us to business, regulatory, litigation and reputation risk, whichcould have a negative effect on our business, financial condition and results of operations.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. We maintain a full time disaster recovery site in Chandler, Arizona. Thefacility provides simultaneous playout of AMC and evergreen programming for SundanceTV, IFC and WE tv. In the event of a catastrophic failure of the Bethpagefacility, the disaster recovery site can be operational within 1-2 hours. Evergreen programming would be replaced with scheduled programming within 12-24 hoursfor 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 make investments in, and/or acquire and integrate, other businesses, assets, products or technologies could harm ourbusiness, 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;20•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;•the performance of management of companies in which we invest but do not control;•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. We are unable to predict whether any of these or other proposals in the United States orforeign jurisdictions will ultimately be enacted. Any such changes could negatively 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, 2016 , our consolidated financial statements included approximately $4.5 billion of consolidated total assets, of which approximately $1.1billion 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, there is no assurance 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, a wholly owned subsidiary of Altice USA ("Cablevision"), successor to Cablevision, if theDistribution 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”)21to Cablevision, AMC Networks, and holders of Cablevision common stock. Although a private letter ruling from the IRS generally is binding on the IRS, if thefactual representations or assumptions made in the letter ruling request were untrue or incomplete in any material respect, Cablevision would not be able to rely onthe ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather,the ruling was based upon representations by Cablevision that these conditions were satisfied, and any inaccuracy in such representations could invalidate theruling.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.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, 2016 , we had $2,858 million principal amount of total long-term debt (excludingcapital leases), $1,258 million of which is senior secured debt under our Credit Facility and $1,600 million of which is senior unsecured debt.Our ability to make payments on, or repay or refinance, our debt, and 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 5.00% 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 5.00% 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 hav e entered into hedging agreements limiting our exposure to higher interestrates, such agreements do not offer complete protection from this risk.22The agreements governing our debt, the Credit Facility, the 5.00% 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 5.00% 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 5.00% 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 and trusts for their benefit, which may create certain conflicts of interest. In addition, as a result of their control,the Dolan family has the ability 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 A Common Stock, which is entitled to one vote per share and is entitled collectively to elect 25% of our Board of Directors.•Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect the remaining 75% of our Board of Directors.As of December 31, 2016 , the Dolan family, including trusts for the benefit of members of the Dolan family (collectively "the Dolan Family Group"), ownall of our Class B Common Stock, approximately 2% of our outstanding Class A Common Stock and approximately 67% of the total voting power of all ouroutstanding common stock. The members of the Dolan Family Group have executed a voting agreement that has the effect of causing the voting power of theholders of our Class B Common Stock to be cast as provided therein with respect to all matters to be voted on by holders of Class B Common Stock. Under theStockholders Agreement, the shares of Class B Common Stock owned by members of the Dolan Family Group are to be voted on all matters23in accordance with the determination of the Dolan Family Committee, except that the decisions of the Dolan Family Committee are non-binding with respect to theClass B Common Stock owned by certain Dolan family trusts (the “Excluded Trusts”) that collectively own 48% of the outstanding Class B Common Stock. TheDolan Family Committee consists of Charles F. Dolan and his six children, James L. Dolan, Thomas C. Dolan, Patrick F. Dolan, Kathleen M. Dolan, Marianne E.Dolan and Deborah A. Dolan-Sweeney (collectively, the “Dolan Siblings”). The Dolan Family Committee generally acts by vote of a majority of the DolanSiblings, except that on a vote on a going-private transaction must be approved by a two-thirds vote of the Dolan siblings and a vote on a change-in-controltransaction must be approved by not less than all but one of the Dolan Siblings. The Dolan Family Group is able to prevent a change in control of our Companyand no person interested in acquiring us will be able to do so without obtaining the consent of the Dolan Family Group.Shares of Class B Common Stock owned by Excluded Trusts are to be voted on all matters in accordance with the determination of the Excluded Trustsholding a majority of the Class B Common Stock held by all Excluded Trusts, except in the case of a vote on a going-private transaction or a change in controltransaction, in which case a vote of trusts holding two-thirds of the Class B Common Stock owned by Excluded Trusts is required.The Dolan Family Group by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B CommonStock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class.These matters could include the amendment of some provisions of our certificate of incorporation and the approval of 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, the Dolan Family Group has the power to prevent such issuance or amendment.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.Members of the Dolan Family Group have entered into a stockholders agreement relating, among other things, to the voting and transfer of their shares ofour Class B Common Stock. As a result, we are a “controlled company” under the corporate governance rules of The NASDAQ Stock Market LLC ("NASDAQ").As a controlled company, we have the right to elect not to comply with the corporate governance rules of NASDAQ requiring: (i) a majority of independentdirectors on our Board of Directors, (ii) an independent compensation committee and (iii) an independent corporate governance and nominating committee. OurBoard of Directors has elected for the Company to be treated as a “controlled company” under NASDAQ corporate governance rules and not to comply with theNASDAQ requirement for a majority independent board of directors and an independent corporate governance and nominating committee because of our status asa controlled company. For purposes of this agreement, the term “independent directors” means the directors of the Company who have been determined by ourBoard 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 The Madison Square Garden Company("MSG") and MSG Networks Inc.("MSG Networks"), which maygive rise to conflicts.One of our executives, Gregg G. Seibert, serves as a Vice Chairman of the Company and as a Vice Chairman of MSG and MSG Networks (collectivelyMSG and MSG Networks, the "Other Entities"). Each of the Other Entities and the Company are24affiliates by virtue of being under common control of the Dolan family. As a result, he will not be devoting his full time and attention to the Company’s affairs. Inaddition, six members of our Board are directors of MSG and five members of our Board are directors of MSG Networks. These directors may have actual orapparent conflicts of interest with respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we onone 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,conflicts may arise if there are issues or disputes under the commercial arrangements that exist between the Other Entities and us. In addition, certain of ourdirectors and officers own stock, restricted stock units and options to purchase stock in one or more of the Other Entities, as well as cash performance awards withany payout based on the performance of one or more of the Other Entities. These ownership interests could create actual, apparent or potential conflicts of interestwhen these individuals are faced with decisions that could have different implications for our Company and one or more of the Other Entities. See “CertainRelationships and Related Party Transactions—Certain Relationships and Potential Conflicts of Interest” in our proxy statement filed with the SEC on April 28,2016 for a description of our related party transaction approval policy that we 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 MSG and its subsidiaries and that the Company may engage in material business transactions with such entity. Ourpolicy concerning certain matters relating to MSG, including responsibilities of overlapping directors and officers (the “overlap policy” and together with theapplicable provisions of the amended and restated certificate of incorporation, the “Overlap Provisions”) acknowledges that directors and officers of the Companymay also be serving as directors, officers, employees, consultants or agents of MSG Networks and its subsidiaries and that the Company may engage in materialbusiness transactions with such entity. The Company has renounced its rights to certain business opportunities and the Overlap Provisions provide that no directoror officer of the Company who is also serving as a director, officer, employee, consultant or agent of an Other Entity or any subsidiary of an Other Entity will beliable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that any such individual directs acorporate opportunity (other than certain limited types of opportunities set forth in our certificate of incorporation) to the Other Entity or any of its subsidiaries, ordoes not refer or communicate information regarding such corporate opportunities to the Company. The Overlap Provisions also expressly validate certaincontracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and the Other Entities andtheir subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are notbreaches 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 630,000 square feet of space in the U.S., including approximately 360,000 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 eleven 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 three years, from which AMC Networks Broadcasting & Technology conducts its operations. In addition, welease other properties in New York, California and Florida.We lease approximately 346,000 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.On December 17, 2013, Frank Darabont (“Darabont”), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (together, “Plaintiffs”),filed a complaint in New York Supreme Court in connection with Darabont’s rendering services as a writer, director and producer of the television series entitledThe Walking Dead and the agreement between the parties related thereto. The Plaintiffs asserted claims for breach of contract, breach of the covenant of good faithand fair dealing, for an accounting and for declaratory relief. On August 19, 2015, Plaintiffs filed their First Amended Complaint (the “Amended Complaint”), inwhich they retracted their claims for wrongful termination and failure to apply production tax credits in calculating Plaintiffs’ contingent compensation. Plaintiffsalso added a claim that Darabont is entitled to a larger share, on a percentage basis,25of contingent compensation than he is currently being accorded. On September 26, 2016, Plaintiffs filed their note of issue and certificate of readiness for trial,which included a claim for damages of $280 million or more and indicated that the parties have completed fact and expert discovery. The parties each filedmotions for summary judgment. The Court has not yet set a date for oral argument of the summary judgment motions. The Company has opposed the claims in theComplaint, the Amended Complaint and all subsequent complaints. The Company believes that the asserted claims are without merit, denies the allegations andcontinues to defend the case vigorously. At this time, no determination can be made as to the ultimate outcome of this litigation or the potential liability, if any, onthe part of the Company.The Company is party to various lawsuits and claims in the ordinary course of business, including the matter described above. Although the outcome of thesematters cannot be predicted with certainty and while the impact of these matters on the Company’s results of operations in any particular subsequent reportingperiod could be material, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of theCompany or the ability of the Company to meet its financial obligations as they become due.Item 4. Mine Safety Disclosures.Not applicable.26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, 2016 . 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., Time Warner Inc., Twenty-First Century Fox Inc. andViacom Inc. The chart assumes $100 was invested on December 31, 2011 in each of: i) Company’s Class A Common Stock, ii) the S&P Mid-Cap 400 Index, andiii) in this Peer Group weighted by market capitalization. INDEXED RETURNSPeriod EndedCompany Name / Index Base Period12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16AMC Networks Inc. 100 131.72 181.24 169.69 198.72 139.28S&P MidCap 400 Index 100 117.88 157.37 172.74 168.98 204.03Peer Group 100 136.23 211.02 240.88 215.98 237.2027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 17, 2017 there were 742 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 2016 and do not expect to pay a cash dividend on our common stock for the foreseeable future. Our CreditFacility, the 5.00% Notes Indenture and the 4.75% Notes Indenture restrict our ability to declare dividends in certain situations, see Item 7, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Debt Financing Agreements” and Note 10 to the accompanying consolidatedfinancial 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, 2016 High LowFirst Quarter $78.13 $60.30Second Quarter $70.28 $54.81Third Quarter $60.80 $49.93Fourth Quarter $56.27 $46.17 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 $66.76On March 7, 2016, the Company announced that its Board of Directors authorized a program to repurchase up to $500,000 of our outstanding shares of ClassA Common Stock (the "2016 Stock Repurchase Program"). The stock repurchase program has no pre-established closing date and may be suspended ordiscontinued at any time. Set forth below is information concerning repurchases of AMC Networks Class A Common Stock by the Company for the three monthsended December 31, 2016 . As of December 31, 2016 , we had up to $276,763 remaining under the 2016 Stock Repurchase Program.Period Total Number ofShares(or Units) Purchased Average PricePaid per Share(or Unit) Total Number of Shares(or Units) Purchased asPart of PubliclyAnnounced Plans orPrograms Maximum Number (orApproximate Dollar Value) ofShares (or Units) that May YetBe Purchased Under the Plansor ProgramsOctober 1, 2016 to October 31, 2016 306,557 $48.93 306,557 $375,002,896November 1, 2016 to November 30, 2016 581,422 $53.62 581,422 $343,826,806December 1, 2016 to December 31, 2016 1,281,998 $52.31 1,281,998 $276,763,152Total 2,169,977 $52.18 2,169,977 28Item 6. Selected Financial Data.The operating data for each of the three years ended December 31, 2016 and balance sheet data as of December 31, 2016 and 2015 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, 2013 and 2012 and balance sheet data as of December 31, 2014 , 2013 and 2012 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, 2016 2015 2014 2013 2012 (Dollars in thousands, except per share amounts)Operating Data: Revenues, net$2,755,654 $2,580,935 $2,175,641 $1,591,858 $1,352,577Operating expenses: Technical and operating (excluding depreciation and amortizationshown below)1,279,984 1,137,133 983,575 662,233 507,436Selling, general and administrative636,028 636,580 560,950 425,735 396,926Depreciation and amortization84,778 83,031 69,048 54,667 85,380Impairment charges67,805 — — — —Restructuring expense (credit)29,503 14,998 15,715 — (3)Litigation settlement gain— — — (132,944) —Total operating expenses2,098,098 1,871,742 1,629,288 1,009,691 989,739Operating income657,556 709,193 546,353 582,167 362,838Other income (expense)(202,731) (126,399) (149,325) (113,166) (140,564)Income from continuing operations before income taxes454,825 582,794 397,028 469,001 222,274Income tax expense(164,862) (201,090) (129,155) (178,841) (86,058)Income from continuing operations289,963 381,704 267,873 290,160 136,216(Loss) income from discontinued operations, net of income taxes— — (3,448) — 314Net income including noncontrolling interests289,963 381,704 264,425 290,160 136,530Net (income) loss attributable to noncontrolling interests(19,453) (14,916) (3,628) 578 —Net income attributable to AMC Networks' stockholders$270,510 $366,788 $260,797 $290,738 $136,530Income from continuing operations per share: Basic$3.77 $5.06 $3.67 $4.06 $1.94Diluted$3.74 $5.01 $3.63 $4.00 $1.89Balance Sheet Data, at period end: Cash and cash equivalents$481,389 $316,321 $201,367 $521,951 $610,970Total assets4,480,595 4,250,609 3,949,826 2,612,641 2,576,639Long-term debt (including capital leases)2,859,129 2,701,148 2,763,144 2,147,240 2,149,397Stockholders’ deficiency(30,082) (39,277) (371,755) (571,519) (882,352)29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, 2016 , 2015 and 2014 .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, 2016 as well as an analysis of our cashflows for the years ended December 31, 2016 , 2015 and 2014 . 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, 2016 .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: 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 Sundance Channel inCanada. Our AMC Studios operations within the National Networks segment also sell rights worldwide to their owned original programming. TheNational Networks operating segment also includes AMC Networks Broadcasting & Technology, the technical services business, which primarilyservices 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 for 2015 as compared to 2014 have been impacted by the following significant transaction: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.30Financial Results OverviewThe tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income (“AOI”), defined below, for theperiods indicated. Years Ended December 31, 2016 2015 2014Revenues, net National Networks$2,311,040 $2,135,367 $1,743,922International and Other459,996 452,578 434,221Inter-segment eliminations(15,382) (7,010) (2,502)Consolidated revenues, net$2,755,654 $2,580,935 $2,175,641Operating income (loss) National Networks$784,027 $754,243 $586,856International and Other(120,914) (42,542) (41,977)Inter-segment eliminations(5,557) (2,508) 1,474Consolidated operating income$657,556 $709,193 $546,353AOI National Networks$855,488 $810,993 $633,584International and Other28,608 29,757 24,421Inter-segment eliminations(5,557) (2,508) 1,474Consolidated AOI$878,539 $838,242 $659,479We evaluate segment performance based on several factors, of which the primary financial measure is operating segment AOI. We define AOI, which is afinancial measure that is not calculated in accordance with generally accepted accounting principles (“GAAP”), as operating income (loss) before depreciation andamortization, share-based compensation expense or benefit, impairment charges, and restructuring expense or credit. We renamed this non-GAAP performancemeasure to adjusted operating income (“AOI”), formerly referred to as adjusted operating cash flow (“AOCF”). Other than the title, there is no change to thedefinition of this non-GAAP measure.We believe that AOI is an appropriate measure for evaluating the operating performance on both an operating segment and consolidated basis. AOI 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 AOI measures as the most important indicators of our business performance, and evaluate management’s effectivenesswith specific reference to these indicators. AOI should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flowsfrom operating activities and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performancecalculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies.The following is a reconciliation of consolidated operating income to AOI for the periods indicated: Years Ended December 31, 2016 2015 2014Operating income$657,556 $709,193 $546,353Share-based compensation expense38,897 31,020 28,363Restructuring expense29,503 14,998 15,715Impairment charges67,805 — —Depreciation and amortization84,778 83,031 69,048AOI$878,539 $838,242 $659,479National NetworksIn our National Networks segment, which accounted for 84% of our consolidated revenues, net for the year ended December 31, 2016 , 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 license fees paid to us for31the licensing of original programming for digital, foreign and home video distribution. Affiliation fees paid by distributors represent the largest component ofdistribution revenue. Our affiliation fee revenues are generally based on a per subscriber fee under multi-year contracts, commonly referred to as “affiliationagreements,” which generally provide for annual affiliation rate increases. The specific affiliation fee revenues we earn vary from period to period, distributor todistributor and also vary among our networks, but are generally based upon the number of each distributor’s subscribers who receive our programming, referred toas viewing subscribers. The terms of certain other affiliation agreements provide that the affiliation fee revenues we earn are a fixed contractual monthly fee, whichcould be adjusted for acquisitions and dispositions of multichannel video programming systems by the distributor. Revenue from the licensing of originalprogramming 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 ratings are not met and is subsequently recognized either when we provide the requiredadditional advertising time or the guarantee obligation contractually expires. Most of our advertising revenues vary based upon the popularity of our programmingas measured by Nielsen. Our national programming networks have advertisers representing companies in a broad range of sectors, including the health,automotive, food, insurance, and entertainment industries.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.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. We also seek to increase our revenues by expanding the opportunities for distribution of ourprogramming through digital, foreign and home video services. Distribution revenues in each quarter may vary based on the timing of availability of ourprogramming to distributors.Programming expense, included in technical and operating expense, represents the largest expense of the National Networks segment and primarily consistsof amortization and write-offs of programming rights, such as those for original programming, feature films and licensed series, as well as participation andresidual costs. The other components of technical and operating expense primarily include distribution and production related costs and program operating 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 ratings for our networks. Among other things, higheraudience ratings drive increased revenues through higher advertising revenues. The timing of exhibition and distribution of original programming varies fromperiod to period, which results in greater variability in our revenues, earnings and cash flows from operating activities. We will continue to increase our investmentin programming across all of our channels. There may be significant changes in the level of our technical and operating expenses due to the32amortization 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 limited, or no, future programming usefulnessbased on actual demand or market conditions, a write-off of the unamortized cost is recorded in technical and operating expense. Program rights write-offs of$25,571 , $40,987 and $44,000 were recorded for the years ended December 31, 2016 , 2015 and 2014 , 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, AMCNI - DMC, IFC Films and various developingon-line content distribution initiatives.In our International and Other segment, which accounted for 16% of our consolidated revenues for the year ended December 31, 2016 , 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. Our affiliation fee revenues are generally based on either a per-subscriber fee or a fixed contractual annualfee, under multi-year affiliation agreements, which may provide for annual affiliation rate increases. For the year ended December 31, 2016 , distribution revenuesrepresented 79% of the revenues of the International and Other segment. Most of these revenues are derived primarily from Europe and to a lesser extent, LatinAmerica, the Middle East and parts of Asia and Africa. The International and Other segment also includes IFC Films, our independent film distribution businesswhere revenues are derived principally from theatrical, digital and 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 limited, or no, future programming usefulness based on actual demand or marketconditions, 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 number 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, 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 this Annual Report.In the fourth quarter of 2016, management revised its outlook for the growth potential of the Amsterdam-based media logistics facility, AMCNI – DMC,resulting in lower expected future cash flows due to increased competition and evolving broadcast technologies. As a result, the Company's 2016 results reflect animpairment charge of $67,805, comprising a $40,561 impairment of long-lived assets, which included $22,909 related to property and equipment and $17,652related to intangible assets, as well as a $27,244 write-down of all AMCNI – DMC reporting unit goodwill.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.33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.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, 2016 Compared to Year Ended December 31, 2015The following table sets forth our consolidated results of operations for the periods indicated. Years Ended December 31, 2016 2015 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$2,755,654 100.0 % $2,580,935 100.0 % $174,719 6.8 %Operating expenses: Technical and operating (excluding depreciationand amortization)1,279,984 46.4 1,137,133 44.1 142,851 12.6Selling, general and administrative636,028 23.1 636,580 24.7 (552) (0.1)Depreciation and amortization84,778 3.1 83,031 3.2 1,747 2.1Impairment charges67,805 2.5 — — 67,805 n/mRestructuring expense29,503 1.1 14,998 0.6 14,505 96.7Total operating expenses2,098,098 76.1 1,871,742 72.5 226,356 12.1Operating income657,556 23.9 709,193 27.5 (51,637) (7.3)%Other income (expense): Interest expense, net(118,568) (4.3) (125,708) (4.9) 7,140 (5.7)Loss on extinguishment of debt(50,639) (1.8) — — (50,639) n/mMiscellaneous, net(33,524) (1.2) (691) — (32,833) n/mTotal other income (expense)(202,731) (7.4) (126,399) (4.9) (76,332) 60.4Net income from operations before incometaxes454,825 16.5 582,794 22.6 (127,969) (22.0)Income tax expense(164,862) (6.0) (201,090) (7.8) 36,228 (18.0)Net income including noncontrolling interests289,963 10.5 % 381,704 14.8 % (91,741) (24.0)Net income attributable to noncontrolling interests(19,453) (0.7)% (14,916) (0.6)% (4,537) 30.4Net income attributable to AMC Networks’stockholders$270,510 9.8 % $366,788 14.2 % $(96,278) (26.2)%34National Networks Segment ResultsThe following table sets forth our National Networks segment results for the periods indicated. Years Ended December 31, 2016 2015 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$2,311,040 100.0% $2,135,367 100.0% $175,673 8.2 %Operating expenses: Technical and operating (excluding depreciationand amortization)1,011,572 43.8 863,704 40.4 147,868 17.1Selling, general and administrative474,549 20.5 484,484 22.7 (9,935) (2.1)Depreciation and amortization32,376 1.4 29,742 1.4 2,634 8.9Restructuring expense8,516 0.4 3,194 0.1 5,322 166.6Operating income$784,027 33.9% $754,243 35.3% $29,784 3.9 %Share-based compensation expense30,569 1.3 23,814 1.1 6,755 28.4Restructuring expense8,516 0.4 3,194 0.1 5,322 166.6Depreciation and amortization32,376 1.4 29,742 1.4 2,634 8.9AOI$855,488 37.0% $810,993 38.0% $44,495 5.5 %International and Other Segment ResultsThe following table sets forth our International and Other segment results for the periods indicated. Years Ended December 31, 2016 2015 Amount % ofRevenues,net Amount % ofRevenues,net $ change % changeRevenues, net$459,996 100.0 % $452,578 100.0 % $7,418 1.6 %Operating expenses: Technical and operating (excluding depreciationand amortization)277,215 60.3 277,895 61.4 (680) (0.2)Selling, general and administrative162,501 35.3 152,132 33.6 10,369 6.8Depreciation and amortization52,402 11.4 53,289 11.8 (887) (1.7)Impairment charges67,805 14.7 — — 67,805 n/mRestructuring expense20,987 4.6 11,804 2.6 9,183 77.8Operating loss$(120,914) (26.3)% $(42,542) (9.4)% $(78,372) 184.2 %Share-based compensation expense8,328 1.8 7,206 1.6 1,122 15.6Restructuring expense20,987 4.6 11,804 2.6 9,183 77.8Impairment charges67,805 14.7 — — 67,805 n/mDepreciation and amortization52,402 11.4 53,289 11.8 (887) (1.7)AOI$28,608 6.2 % $29,757 6.6 % $(1,149) (3.9)%35Revenues, netRevenues, net increased $174,719 to $2,755,654 for the year ended December 31, 2016 as compared to the year ended December 31, 2015 . The net changeby segment was as follows: Years Ended December 31, 2016 % oftotal 2015 % oftotal $ change % changeNational Networks$2,311,040 83.9 % $2,135,367 82.7 % $175,673 8.2%International and Other459,996 16.7 452,578 17.5 7,418 1.6Inter-segment eliminations(15,382) (0.6) (7,010) (0.3) (8,372) 119.4Consolidated revenues, net$2,755,654 100.0 % $2,580,935 100.0 % $174,719 6.8%National NetworksThe increase in National Networks revenues, net was attributable to the following: Years Ended December 31, 2016 % oftotal 2015 % oftotal $ change % changeAdvertising$990,508 42.9% $945,288 44.3% $45,220 4.8%Distribution1,320,532 57.1 1,190,079 55.7 130,453 11.0 $2,311,040 100.0% $2,135,367 100.0% $175,673 8.2%•Advertising revenues increased $45,220 driven by an increase across substantially all of our national networks due to increased demand byadvertisers and higher pricing driven by original programming series and series premieres, partially offset by lower ratings. 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 $130,453 principally due to an increase of $95,568 from digital distribution and licensing revenues derived fromour original programming, primarily at AMC and affiliation fee revenues increased $34,885, driven by increases at AMC due to an increase inrates during the year ended December 31, 2016 as compared to the same period in 2015 . Distribution revenues vary based on the impact ofrenewals of affiliation agreements and the timing of availability of our programming to distributors. Because of these factors, we expectdistribution revenues to vary from quarter to quarter.The following table presents certain subscriber information at December 31, 2016 and December 31, 2015 : Estimated Domestic Subscribers (1) December 31, 2016 December 31, 2015National Programming Networks: AMC91,200 93,600WE tv85,900 86,500BBC AMERICA79,300 77,100IFC72,400 71,200SundanceTV62,400 59,600________________(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, 2016 % of total 2015 % of total $ change % changeAdvertising$94,467 20.5% $82,972 18.3% $11,495 13.9 %Distribution365,529 79.5 369,606 81.7 (4,077) (1.1) $459,996 100.0% $452,578 100.0% $7,418 1.6 %The increase in advertising revenues was principally due to an increase in revenues of $5,863 from an acquisition at the end of 2015, as well as increaseddemand for our programming at AMCNI by advertisers. Foreign currency translation had an unfavorable impact of approximately $7,700. The decrease indistribution revenues was primarily driven by a decrease at IFC Films of $13,624 due to the strong performance of Boyhood in 2015, partially offset by theincrease at AMCNI of $6,675 due to expanded distribution and an increase of $2,918 from our developing on-line content distribution business. The unfavorableimpact of foreign currency translation at AMCNI on distribution revenue was approximately $11,100.Technical and operating expense (excluding depreciation and amortization)The components of technical and operating expense primarily include the amortization and write-offs of program rights, such as those for originalprogramming, feature films and licensed series, participation and residual costs, distribution and production related costs and program operating costs, such asorigination, transmission, uplinking and encryption.Technical and operating expense (excluding depreciation and amortization) increased $142,851 to $1,279,984 for 2016 as compared to 2015 . The net changeby segment was as follows: Years Ended December 31, 2016 2015 $ change % changeNational Networks$1,011,572 $863,704 $147,868 17.1 %International and Other277,215 277,895 (680) (0.2)Inter-segment eliminations(8,803) (4,466) (4,337) 97.1Total$1,279,984 $1,137,133 $142,851 12.6 %Percentage of revenues, net46.4% 44.1% National NetworksThe increase in the National Networks segment was attributable to increased program rights amortization expense of $100,822 and an increase of $47,046comprised of programming related costs of $18,187, participation and residuals of $21,112, and other distribution costs of $7,747. The increase in program rightsamortization expense is due to our increased investment in owned original series, primarily at AMC. Program rights amortization expense in 2016 includes write-offs of $25,571 based on management's assessment of programming usefulness of certain scripted series primarily at AMC and BBC AMERICA. Program rightsamortization expense in 2015 included write-offs of $40,987 based on management's assessment of programming usefulness of certain scripted series atSundanceTV, original series at WE tv, and pilot costs at AMC. 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 amortization recorded from owned original programming in each period based on the film-forecast-computation method.As additional competition for programming increases and alternate distribution technologies continue to develop in the industry, costs for content acquisition andoriginal programming may increase.International and OtherThe decrease in the International and Other segment was due a decrease of $5,534 at IFC Films principally driven by a decrease in participation and residualsexpense related to the success of Boyhood in 2015. This decrease was partially offset principally by an increase at AMC Networks International of $1,899 due to anincrease in program rights amortization expense and other direct programming related costs due to the increased investment in original programming and anincrease of $3,045 related to increased investment at our developing on-line content distribution business. Foreign currency translation had a favorable impact onthe change in technical and operating expense of approximately $12,300.37Selling, general and administrative expenseThe components of selling, general and administrative expense primarily include sales, marketing and advertising expenses, administrative costs and costs ofnon-production facilities.Selling, general and administrative expense decreased $552 to $636,028 for 2016 as compared to 2015 . The net change by segment was as follows: Years Ended December 31, 2016 2015 $ change % changeNational Networks$474,549 $484,484 $(9,935) (2.1)%International and Other162,501 152,132 10,369 6.8Inter-segment eliminations(1,022) (36) (986) 2,738.9Total$636,028 $636,580 $(552) (0.1)%Percentage of revenues, net23.1% 24.7% National NetworksThe decrease in the National Networks segment selling, general and administrative expense was driven by a decrease in sales and marketing costs of $6,930as well as a net decrease in long-term incentive compensation expense of $5,725.There may be significant changes in the level of our selling, general and administrative expense from quarter to quarter and year to year due to the timing ofpromotion and marketing of original programming series and subscriber retention marketing efforts.International and OtherThe increase in the International and Other segment was primarily due to increases at AMCNI of $12,462 primarily related to employee and employeerelated costs of $5,059, support costs of $2,363, rent and rent related expense of $2,727, and bad debt expense of $1,716 as well as an increase of $9,918 at ourdeveloping on-line content distribution business principally due to increased subscriber acquisition costs. These increases were partially offset by a decrease at IFCFilms of $9,447 due to decreased marketing expense due to the promotion of certain films in 2015 and a net decrease in long-term incentive compensation expenseof $1,765. Foreign currency translation had a favorable impact on the change in selling, general and administrative expense of approximately $8,100.Impairment chargesIn the fourth quarter of 2016, management revised its outlook for the growth potential of the Amsterdam-based media logistics facility, AMCNI – DMC,resulting in lower expected future cash flows due to increased competition and evolving broadcast technologies. As a result, the Company determined thatsufficient indicators of potential impairment of long-lived assets existed and in connection with the preparation of the Company's fourth quarter financialinformation, the Company performed a recoverability test of the long-lived asset group of the AMCNI – DMC business and subsequently a goodwill impairmenttest on the AMCNI – DMC reporting unit. The Company performed a recoverability test of the long-lived asset group of the AMCNI – DMC business anddetermined that certain long-lived assets, primarily identifiable intangible assets and analog equipment, were not recoverable. This resulted in an impairmentcharge of $40,561 related to long-lived assets, which consisted of $22,909 related to property and equipment and $17,652 related to intangible assets. TheCompany then performed a two-step goodwill impairment test on the AMCNI – DMC reporting unit and determined that the carrying value of AMCNI – DMC'sgoodwill exceeded its implied fair value. The goodwill impairment test resulted in a write down of the entire balance of goodwill of the AMCNI – DMC reportingunit of $27,244.Restructuring expenseRestructuring expense of $29,503 for the year ended December 31, 2016 was comprised of charges of $8,516 in the National Networks segment and $20,987in the International and Other segment, which includes corporate headquarter related charges of $12,540. The Company launched a restructuring initiative thatinvolved modifications to the organizational structure of the Company and is expected to result in reduced employee costs and operating expenses primarilythrough a voluntary buyout program offered to certain employees. Specifically, restructuring expense at the National Networks segment represents severancecharges incurred related to employee terminations primarily as a result of the voluntary buyout program. Restructuring expense at the International and Othersegment primarily represents $15,588 of severance charges incurred related to employee terminations primarily as a result of the voluntary buyout program and$5,399 of costs related to the elimination of distribution in certain territories. Additional charges relating to this restructuring initiative may be incurred in futureperiods.38Restructuring expense of $14,998 for the year ended December 31, 2015 was due to restructuring expense of $3,194 in the National Networks segment and$11,804 in the International and Other segment, which includes corporate headquarter related charges. Restructuring expense at the National Networks segmentrepresents severance charges incurred related to employee terminations associated with the elimination of certain positions. Restructuring expense at theInternational and Other segment primarily represents $7,899 of severance charges incurred related to employee terminations associated with the elimination ofcertain positions and $3,905 of costs related to the elimination of distribution in certain territories.Depreciation and amortizationDepreciation and amortization increased $1,747 to $84,778 for 2016 as compared to 2015 . The net change by segment was as follows: Years Ended December 31, 2016 2015 $ change % changeNational Networks$32,376 $29,742 $2,634 8.9 %International and Other52,402 53,289 (887) (1.7) $84,778 $83,031 $1,747 2.1 %The increase in depreciation and amortization expense at the National Networks segment was primarily attributable to an increase in depreciation expense of$2,866 due to property and equipment additions. The decrease in depreciation and amortization expense in the International and Other segment was primarilyattributable to a decrease in amortization expense of $3,343 resulting from the write-off of certain identifiable intangible assets associated with certain channelclosures recorded in 2015, partially offset by an increase in depreciation expense of $1,829 due to property and equipment additions. Foreign currency translationhad a favorable impact on change in depreciation and amortization of approximately $900.Operating Income Years Ended December 31, 2016 2015 $ change % changeNational Networks$784,027 $754,243 $29,784 3.9 %International and Other(120,914) (42,542) (78,372) 184.2Inter-segment Eliminations(5,557) (2,508) (3,049) 121.6 $657,556 $709,193 $(51,637) (7.3)%The increase in operating income at the National Networks segment was primarily attributable to an increase in revenues of $175,673 and a decrease inselling general and administrative expense of $9,935 , partially offset by an increase in technical and operating expense of $147,868 , an increase in restructuringexpense of $5,322 and an increase in depreciation and amortization of $2,634 . The decrease in operating income in the International and Other segment wasprimarily attributable to the impairment charge for AMCNI-DMC of $67,805 and an increase in restructuring expense of $9,183.AOIThe following is a reconciliation of our consolidated operating income to consolidated AOI: Years Ended December 31, 2016 2015 $ change % changeOperating income$657,556 $709,193 $(51,637) (7.3)%Share-based compensation expense38,897 31,020 7,877 25.4Restructuring expense29,503 14,998 14,505 96.7Impairment charges67,805 — 67,805 n/mDepreciation and amortization84,778 83,031 1,747 2.1Consolidated AOI$878,539 $838,242 $40,297 4.8 %39AOI increased $40,297 to $878,539 for 2016 as compared to 2015 . The net change by segment was as follows: Years Ended December 31, 2016 2015 $ change % changeNational Networks$855,488 $810,993 $44,495 5.5 %International and Other28,608 29,757 (1,149) (3.9)Inter-segment eliminations(5,557) (2,508) (3,049) 121.6AOI$878,539 $838,242 $40,297 4.8 %National Networks AOI increased due to an increase in revenues, net of $175,673 and a decrease in selling, general and administrative expenses of $16,690,partially offset by an increase in technical and operating expenses of $147,868 resulting primarily from an increase in program rights expense and other directprogramming costs. As a result of the factors discussed above impacting the variability in revenues and operating expenses, we expect AOI to vary, perhapsmaterially, from quarter to quarter.International and Other AOI decreased due to an increase in selling, general and administrative expenses of $9,247, partially offset by an increase inrevenues, net of $7,418 and a decrease in technical and operating expenses of $680 . Foreign currency translation had a favorable impact on AOI of approximately$1,300.Interest expense, netThe decrease in interest expense, net of $7,140 from 2015 to 2016 is attributable to a combination of a reduction in interest expense of $4,563 primarily as aresult of a decrease in the interest rate on our fixed rate debt due to the early redemption of our 7.75% Notes in 2016 and an increase in interest income of $2,638due to increased cash balances throughout 2016 as compared to 2015. See further discussion under the heading "Debt Financing Agreement" below.Loss on extinguishment of debtThe loss on extinguishment of debt for the year ended December 31, 2016 of $50,639 represents $40,954 of premium paid and related fees on the earlyredemption of our 7.75% Notes as well as a write-off of the related unamortized discount of $8,715 and unamortized deferred financing costs of $970. See furtherdiscussion under the heading “Debt Financing Agreements” below.Miscellaneous, netThe decrease in miscellaneous expense, net of $32,833 is a result of a net increase in foreign currency transaction losses of $16,960, primarily unrealizedforeign exchange losses, from the translation of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency ofthe applicable entity, primarily intercompany loans and the absence in 2016 of a gain recorded in 2015 on the acquisition of a controlling interest in a previouslynon-consolidated joint-venture of approximately $16,137.Income tax expenseIncome tax expense attributable to continuing operations was $164,862 for the year ended December 31, 2016, representing an effective tax rate of 36%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to tax expense of $21,375 resulting from an increase in the valuation allowancerelating primarily to foreign and local taxes and impairment charges recorded at the AMCNI – DMC reporting unit, state income tax expense of $9,105, tax benefitfrom the domestic production activities deduction of $13,252, tax benefit from foreign subsidiary earnings indefinitely reinvested outside of the U.S. of $3,905, andtax benefit of $2,725 related to uncertain tax positions, including accrued interest. The tax benefit relating to reductions in uncertain tax positions is primarily dueto a lapse of the applicable statute of limitations.Income tax expense attributable to continuing operations was $201,090 for the year ended December 31, 2015, representing an effective tax rate of 34%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to tax benefit from the domestic production activities deduction of $15,229, taxbenefit from foreign subsidiary earnings indefinitely reinvested outside of the U.S. of $10,996, state income tax expense of $11,555, tax expense of $7,944resulting from an increase in the valuation allowance relating primarily to certain foreign and local income tax credit carry forwards and tax expense of $2,841related to uncertain tax positions, including accrued interest.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, 2016 as compared to the year ended December 31, 2015 is primarily due to the increase in earnings attributable to non-controllinginterest of BBC AMERICA.40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) 311.1 %Net income attributable to AMC Networks’stockholders$366,788 14.2 % $260,797 12.0 % $105,991 40.6 %41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 (excluding depreciationand 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 20.2Depreciation and amortization29,742 1.4 21,480 1.2 8,262 38.5Restructuring expense3,194 0.1 3,664 0.2 (470) (12.8)Operating 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 10.3Restructuring expense3,194 0.1 3,664 0.2 (470) (12.8)Depreciation and amortization29,742 1.4 21,480 1.2 8,262 38.5AOI$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 % $18,357 4.2 %Operating expenses: Technical and operating (excluding depreciationand amortization)277,895 61.4 258,803 59.6 19,092 7.4Selling, general and administrative152,132 33.6 157,776 36.3 (5,644) (3.6)Depreciation and amortization53,289 11.8 47,568 11.0 5,721 12.0Restructuring expense11,804 2.6 12,051 2.8 (247) (2.0)Operating loss$(42,542) (9.4)% $(41,977) (9.7)% $(565) 1.3 %Share-based compensation expense7,206 1.6 6,779 1.6 427 6.3Restructuring expense11,804 2.6 12,051 2.8 (247) (2.0)Depreciation and amortization53,289 11.8 47,568 11.0 5,721 12.0AOI$29,757 6.6 % $24,421 5.6 % $5,336 21.9 %42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.•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.•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.43International and OtherThe increase in International and Other revenues, net was attributable to the following: Years Ended December 31, 2015 % oftotal 2014 % oftotal $ change % changeAdvertising$82,972 18.3% $55,726 12.8% $27,246 48.9Distribution369,606 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)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.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 $29,800.44Selling, general and administrative expenseSelling, 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 $3,992.45Operating Income Years Ended December 31, 2015 2014 $ change % changeNational Networks$754,243 $586,856 $167,387 28.5 %International and Other(42,542) (41,977) (565) 1.3Inter-segment Eliminations(2,508) 1,474 (3,982) (270.1) $709,193 $546,353 $162,840 29.8 %The increase in operating income at the National Networks segment was primarily attributable to an increase in revenues of $391,445 , partially offset by anincrease in technical and operating expense of $135,014 , an increase in selling general and administrative expense of $81,252 and increase in depreciation andamortization of $8,262 . The operating income in the International and Other segment remained relatively consistent driven by an increase in revenue of $18,357and a decrease in selling, general and administrative expenses of $5,644 , offset by an increase in technical expense of $19,092 and an increase in depreciation andamortization of $5,721 .AOIThe following is a reconciliation of our consolidated operating income to consolidated AOI: 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 9.4Restructuring expense14,998 15,715 (717) (4.6)Depreciation and amortization83,031 69,048 13,983 20.3Consolidated AOI$838,242 $659,479 $178,763 27.1 %AOI 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)AOI$838,242 $659,479 $178,763 27.1 %National Networks AOI 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.International and Other AOI 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 AOI 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 optioncontracts46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 the sale of aninvestment 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%. Theeffective tax rate differs from the federal statutory rate of 35% due primarily to tax benefit from the domestic production activities deduction of $15,229, taxbenefit from foreign subsidiary earnings indefinitely reinvested outside of the U.S. of $10,996, state income tax expense of $11,555, tax expense of $7,944resulting from an increase in the valuation allowance relating primarily to certain foreign and local income tax credit carry forwards and tax expense of $2,841related to uncertain tax positions, including accrued interest.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 tax benefit from the domestic production activities deduction of $9,873, tax benefitfrom foreign subsidiary earnings indefinitely reinvested outside of the U.S. of $7,407, tax benefit of $5,065 related to uncertain tax positions, including accruedinterest, state income tax expense of $7,941 and tax expense of $5,705 resulting from an increase in the valuation allowance relating primarily to certain foreignand 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).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.On March 23, 2016, we filed a Registration Statement on Form S-3 (“Shelf Registration”) with the SEC in which we registered debt securities. In connectionwith the Shelf Registration, on March 30, 2016, we issued $1,000,000 in aggregate principal amount of 5.00% senior notes, net of an issuance discount of $17,500,due 2024 (the “5.00% Notes”). We used a portion of the net proceeds of this offering to make a cash tender (“Tender Offer”) for our outstanding 7.75% seniornotes due 2021 (the “7.75% Notes”) at a price of $1,058.57 per $1,000 principal amounts of notes plus accrued and unpaid interest. Pursuant to the Tender Offer,we purchased approximately $654,000 principal amount of the 7.75% Notes for a purchase price of approximately $703,000 including accrued and unpaid interestof $10,567 and related fees. On June 9, 2016, the Company gave notice to the remaining holders of its 7.75% Notes of its intent to redeem all outstanding 7.75%Notes on July 15, 2016 (the “Redemption Date”) and on July 15, 2016, the Company redeemed the remaining $45,551 of the 7.75% Notes then outstanding at aredemption price equal to 103.875% of the principal amount thereof (plus accrued and unpaid interest thereon to the Redemption Date). None of the 7.75% Notesremain outstanding. See “Debt Financing Agreements” below.On March 4, 2016, our Board of Directors authorized the 2016 Stock Repurchase Program. Through February 17, 2017 , we have repurchased 4,943,871shares of our Class A common stock for $268,653 .Our principal uses of cash include the acquisition and production of programming, investments and acquisitions, debt service, repurchases of outstandingdebt and common stock and payments for income taxes. We continue to increase our investment in original programming, the funding of which generally occurssix to nine months in advance of a program’s airing. We expect this increased investment to continue in 2017. The current portion of long-term debt is $222,000 ,which consists of required principal payments on our Term Loan A facility over the next twelve months. Additionally, in 2016 we incurred increased capitalexpenditures as compared to historical years primarily related to investments in our broadcasting and technology facilities.As of December 31, 2016 , our consolidated cash and cash equivalents balance includes amounts with a value of approximately $106,466 held by foreignsubsidiaries, some of which have earnings that have not been subject to U.S. tax. Repatriation of earnings47not previously subject to U.S. tax would generally require us to accrue and pay U.S. tax on such amount. Our consolidated financial statements provide for anyrelated tax liability on amounts that may be repatriated, aside from undistributed earnings of certain of our foreign subsidiaries that are intended to be permanentlyreinvested or repatriated in a tax-free manner. The amount of such undistributed earnings was approximately $80,000 as of December 31, 2016 . Determination ofthe amount of unrecognized deferred tax liability for 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. Failure to raise significant amounts of funding to repay these obligations at maturity would adversely affect our business.In such a circumstance, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing otherdiscretionary uses of cash. 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, 2016 2015 2014Continuing operations: Cash flow provided by operating activities$514,325 $370,039 $375,762Cash flow used in investing activities(174,574) (116,770) (1,223,210)Cash flow provided by (used in) financing activities(153,864) (127,279) 574,877Net increase (decrease) in cash from continuing operations185,887 125,990 (272,571)Discontinued operations: Net decrease in cash flow from discontinued operations$— $— $(2,955)Continuing OperationsOperating ActivitiesNet cash provided by operating activities amounted to $514,325 for the year ended December 31, 2016 as compared to $370,039 for the year endedDecember 31, 2015 . In 2016 , net cash provided by operating activities resulted from $1,462,959 of net income before amortization of program rights, depreciationand amortization, loss on extinguishment of debt, impairment charges and other non-cash items, which was partially offset by payments for program rights of$973,193 . Additionally, income taxes payable increased $43,153 and accounts payable, accrued expenses and other liabilities increased $33,115 primarily due tohigher accrued participation and residuals, partially offset by lower employee related liabilities at December 31, 2016 as compared to the prior year. Accountsreceivable, trade, increased $30,050 at December 31, 2016 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 $21,659 .In 2015, net cash provided by operating activities resulted from $1,299,047 of net income before depreciation and amortization and other non-cash items,which was partially offset by payments for program rights of $839,123. Additionally, accounts payable, accrued expenses and other liabilities increased $42,351primarily due to higher accrued participation and employee related liabilities at December 31, 2015 as compared to the prior year. Accounts receivable, 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 otherassets 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 $20,269.48Investing ActivitiesNet cash used in investing activities for the years ended December 31, 2016 , 2015 and 2014 was $174,574 , $116,770 and $1,223,210 , respectively. In 2016, net cash used in investing activities was primarily related to investments of $95,000 which included the RLJE term loans and the purchase of a minorityinvestment, and capital expenditures of $79,220 , primarily related to modernization and improvements of facilities and equipment.In 2015, net cash used in investing activities was primarily related to capital expenditures of $68,321, primarily for the purchase of information technologyhardware and software 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.Financing ActivitiesNet cash (used in) provided by financing activities amounted to $(153,864) for the year ended December 31, 2016 as compared to $(127,279) for the yearended December 31, 2015 and $574,877 for the year ended December 31, 2014. In 2016 , financing activities primarily consisted of cash provided by the issuanceof $1,000,000 of 5.00% Notes, net of an issuance discount of $17,500, offset by principal payments on long term debt of $848,000 which included $700,000 forthe repayment of the Company’s 7.75% Notes, as well as scheduled repayments of principal on the Company’s Term A loan facility of $148,000. In addition, netcash used in financing activities includes purchases of Class A Common Stock of $223,237 under our 2016 Stock Repurchase Program, premium payments andfees for the Tender Offer and redemption of the 7.75% Notes of $40,954 , taxes paid in lieu of shares issued for equity-based compensation of $10,822, distributions to a noncontrolling member of $9,010 and principal payments on capital lease obligations of $4,288 .Net cash used in financing activities amounted to $127,279 for the year ended December 31, 2015 was driven by repayment of long-term debt andpromissory 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.Debt Financing AgreementsAmended 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 amended and restated AMC Networks’ original credit facilitydated 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 under the Original Credit Facility, (b) a subsequent $600,000 term loan A(together with clause (a), the “Term Loan A Facility”) which was drawn on January 31, 2014 upon the satisfaction of certain conditions related to consummation ofthe Chellomedia acquisition (see Note 3 in the accompanying consolidated financial statements), and (c) a $500,000 revolving credit facility (together with theTerm Loan A Facility, collectively, the “Credit Facility”). The Term Loan A Facility matures on December 16, 2019. The revolving credit facility matures onDecember 16, 2018.The revolving credit facility was not drawn upon at December 31, 2016 . 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 for the year ended December 31, 2014, which areamortized to interest expense, utilizing the effective interest method, over the term of each respective component of the Credit Facility.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, 2016 , the interest rate on the Term Loan A Facilitywas 2.15% , reflecting a Eurodollar Rate plus the additional rate as described herein.49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, 2016 .5.00% Notes due 2024On March 30, 2016, AMC Networks issued the 5.00% Notes and used $703,000 of the net proceeds of this offering to make a cash tender (“Tender Offer”)for the 7.75% Notes. In addition, $45,551 of the proceeds from the issuance of the 5.00% Notes was used for the redemption of the 7.75% Notes not tendered. Theremaining proceeds of the 5.00% Notes are to be used for general corporate purposes. The 5.00% Notes were issued pursuant to an indenture dated as of March 30,2016 (the “5.00% Notes Indenture”).In connection with the issuance of the 5.00% Notes, AMC Networks incurred deferred financing costs of $2,070 , which are being amortized, using theeffective interest method, to interest expense over the term of the 5.00% Notes.Interest on the 5.00% Notes is payable semi-annually in arrears on April 1 and October 1 of each year.The 5.00% Notes may be redeemed, in whole or in part, at any time on or after April 1, 2020, at a redemption price equal to 102.5% of the principal amountthereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plus accruedand unpaid interest thereon, if any, to the date of such redemption) beginning on April 1, 2022.The 5.00% Notes are guaranteed on a senior unsecured basis by certain of AMC Networks’ existing and future domestic restricted subsidiaries, in accordancewith the 5.00% Notes Indenture. The guarantees under the 5.00% Notes are full and unconditional and joint and several.The 5.00% 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.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 businesses included in the Distributionin June 2011. CSC Holdings used the 7.75% Notes to satisfy and discharge outstanding CSC Holdings debt. The recipients of the 7.75% Notes or their affiliatesthen 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 thirdparty investors.The 7.75% Notes were issued under an indenture dated as of June 30, 2011 (the “7.75% Notes Indenture”).50In connection with the issuance of the 7.75% Notes, AMC Networks incurred deferred financing costs of $1,533 .In 2016, AMC Networks used a portion of the net proceeds of the 5.00% Notes to retire all of the 7.75% Notes. In connection with the retirement of the7.75% Notes, the Company recorded a loss on extinguishment of debt of $50,639 for the year ended December 31, 2016 which included $40,954 related to theexcess of the redemption price, premium paid and related fees, and the write-off of unamortized issuance discount and deferred financing fees related to the 7.75%Notes of $8,715 and $970 , respectively.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, 2016 .Contractual Obligations and Off Balance Sheet ArrangementsContractual ObligationsOur contractual obligations as of December 31, 2016 are summarized in the following table: Payments due by period Total Year 1 Years2 - 3 Years4 - 5 More than5 yearsDebt obligations: Principal payments$2,858,000 $222,000 $1,036,000 $— $1,600,000Interest payments (1)613,499 107,894 207,605 157,000 141,000Program rights obligations699,020 300,845 289,717 98,533 9,925Purchase obligations (2)991,231 288,868 173,917 67,735 460,711Operating lease obligations250,791 25,185 53,866 47,323 124,417Guarantees (3)75,574 75,574 — — —Capital lease obligations (4)41,533 5,443 10,700 7,358 18,032Total$5,529,648 $1,025,809 $1,771,805 $377,949 $2,354,08551(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, 2016 .(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, 2016 , theliability for uncertain tax positions was $18,065 , excluding the related accrued interest liability of $3,044 and deferred tax assets of $6,375 . See Note 14 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.In connection with our investment in Funny or Die, Inc., we may be obligated to increase our investment over time.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 price over fair value is recorded as goodwill. In determining estimated fairvalues, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, discountrates, remaining useful lives of long-lived assets, useful lives of identified intangible assets, replacement or reproduction costs of property and equipment and theamounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. Our estimates in this area impact, among other items,the amount of depreciation and amortization, impairment charges in certain instances if the asset becomes impaired, and income tax expense or benefit that wereport. 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 AssetsAMCNI – DMC Impairment ChargeIn connection with the preparation of the Company's fourth quarter financial information, the Company recorded impairment charges relating to goodwilland certain long-lived assets at AMCNI – DMC. For additional information, see “ — Consolidated Results of Operations” above and Notes 7 and 8 to theaccompanying consolidated financial statements.Long-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.52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, 2016National Networks$242,303International and Other415,405 $657,708Based on our annual impairment test for goodwill as of December 1, 2016, no additional impairment charge was required for any of the reporting units. Weperformed a qualitative assessment for all reporting units, other than the International Programming Networks reporting unit. The qualitative assessment included,but was not limited to, consideration of the historical significant excesses of the estimated fair value of the reporting unit over its carrying value (includingallocated goodwill), macroeconomic conditions, industry and market considerations, cost factors and historical and projected cash flows. We performed aquantitative assessment for the International Programming Networks reporting unit. Based on the quantitative assessment, if the fair value of the InternationalProgramming Networks reporting unit decreased by 14% , 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 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.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 a53hypothetical 20% decrease to the estimated fair value of the identifiable indefinite-lived intangible assets. This hypothetical decrease in estimated fair value wouldnot 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, 2016 are as follows: Net Carrying Value at,December 31, 2016 Estimated Useful Lives in YearsAffiliate and customer relationships$376,060 10 to 25 yearsAdvertiser relationships37,084 11 yearsTrade names43,413 12 to 20 yearsOther amortizable intangible assets9,211 15 years $465,768 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 distributors 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 license period begins. Costs are amortized to technical and operating expense on a straight-line basis over a period not toexceed 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 the54program’s audience ratings. A program’s strong performance could result in increased usage and increased revenues in a particular period resulting in acceleratedamortization of production costs in that period. Poor ratings may result in the reduction of planned usage or the abandonment of a program, which would require awrite-off of any unamortized production costs. A failure to adjust for a downward change in estimates of ultimate revenues could result in the understatement ofprogram rights amortization expense for the period. Historically, other than in instances of write-offs, actual ultimate revenue amounts have not significantlydiffered 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 limited, or no, future programming usefulness,a write-off of the unamortized cost is recorded in technical and operating expense. Any capitalized pilot costs for programs that we determine will not be producedare also written off. Program rights write-offs of $26,184 , $43,196 and $44,204 were recorded for the years ended December 31, 2016 , 2015 and 2014 ,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 14 to the accompanying consolidated financial statements for further discussion of the Company’s income taxes.Recently Issued Accounting PronouncementsIn January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 Intangibles- Goodwill andOther (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes Step 2 of the current goodwill impairment test under ASC 350 andreplaces it with a simplified model. Under the simplified model, a goodwill impairment will be calculated as the difference between the carrying amount of areporting unit and its fair value, but not to exceed the carrying amount of goodwill. The amount of any impairment under the simplified model may differ fromwhat would have been recognized under the two-step test. The ASU is effective for the Company in the first quarter of 2020, with early adoption permitted for anyimpairment tests performed after a testing date of January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on the Company'sconsolidated financial statements.In October 2016, the FASB issued ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory . ASU 2016-16 simplifies theaccounting for the income tax consequences of intra-entity transfers of assets other than inventory and includes requirements to recognize the income taxconsequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, therefore eliminating the exception for an intra-entity transfer ofan asset other than inventory. ASU 2016-16 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. Any adjustmentsas a result of adoption are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginningof the period of adoption. The adoption of ASU 2016-16 is not expected to have a material impact on the Company’s consolidated financial statements.In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . Theguidance clarifies the way in which certain cash receipts and cash payments should be classified on the statement of cash flows and also how the predominanceprinciple should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for the first quarterof 2018 with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company's consolidated financialstatements.In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based PaymentAccounting . The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting forincome taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. ASU 2016-09 iseffective for the first quarter of 2017. The adoption of ASU 2016-09 is not expected to have a material impact on the Company's consolidated financial statements.In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to record most of their leases on the balance sheet,which will be recognized as a right-of-use asset and a lease liability. The Company will be required to classify each separate lease component as an operating orfinance lease at the lease commencement date. Initial measurement of the right-of-use asset and lease liability is the same for operating and finance leases, howeverexpense recognition and amortization of the right-of-use asset differs. Operating leases will reflect lease expense on a straight-line basis similar to current operatingleases. The straight-line expense will reflect the interest expense on the lease liability (effective interest method) and amortization of the right-of-use asset, whichwill be presented as a single line item in the operating expense section of the income55statement. Finance leases will reflect a front-loaded expense pattern similar to the pattern for current capital leases. ASU 2016-02 is effective for the first quarter of2019, with early adoption permitted. The Company is currently determining its implementation approach and assessing the impact the adoption will have on itsconsolidated 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 tohow an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which theentity expects to be entitled in exchange for those goods or services. The standard also expands the required disclosures to include the disaggregation of revenuefrom contracts with customers into categories that depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors.During 2016, the FASB issued additional interpretive guidance relating to the standard which covered the topics of principal versus agent considerations andidentifying performance obligations and licensing. The standard is effective for the Company in the first quarter of 2018. The two permitted transition methodsunder the standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effectof applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applyingthe standard would be recognized at the date of initial application.The Company established an implementation team and performed an analysis of each of our revenue streams to assess the impact of the standard on ourvarious revenue contracts, and analyze our current accounting policies and practices to identify potential differences that would result from the implementation ofthe standard. During 2016, the Company made significant progress toward completing its evaluation of the potential changes from adopting the standard on itsfinancial reporting and disclosures. Specifically, the Company has completed an initial assessment of each of its revenue streams and has begun drafting itsrevenue recognition policy under the new standard. However, there are a few areas that remain subject to further clarification with respect to the implementation ofthe new standard on certain of our revenue streams. The Company has been closely monitoring FASB activity related to the new standard, as well as working withvarious non-authoritative groups to conclude on industry specific interpretative issues.While significant progress has been made, our final evaluation of the impact of the new revenue standard is ongoing and will continue throughout 2017,including making a final determination about our implementation approach.Item 7A. Quantitative and Qualitative Disclosure About Market Risk.Fair Value of DebtBased on the level of interest rates prevailing at December 31, 2016 , the fair value of our fixed rate debt of $1,608,500 was more than its carrying value of$1,574,088 by $34,412 . 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, 2016 would increase the estimated fair value of our fixed rate debt byapproximately $69,000 to approximately $1,678,000 .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, 2016 , we have $2,819,263 of debt outstanding (excluding capital leases), of which $1,245,175 outstanding under the Credit Facility issubject to variable interest rates. A hypothetical 100 basis point increase in interest rates prevailing at December 31, 2016 would increase our annual interestexpense by approximately $12,452 .As of December 31, 2016 , we have interest rate swap contracts outstanding with notional amounts aggregating $300,000 . The aggregate fair values ofinterest rate swap contracts at December 31, 2016 was a net asset of $709. As a result of these transactions, the interest rate paid on approximately 66% of our debt(excluding capital leases) as of December 31, 2016 is effectively fixed ( 56% being fixed rate obligations and 10% effectively fixed through utilization of theseinterest rate swap contracts). Cumulative unrealized gains, net of tax on the portion of floating-to-fixed interest rate swaps designated as cash flow hedges was$391 and is included in accumulated other comprehensive loss. At December 31, 2016 , our interest rate swap contracts designated as cash flow hedges werehighly 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, programming56contracts, certain trade receivables and accounts payable (including intercompany amounts) that are denominated in a currency other than the applicable functionalcurrency. Changes in exchange rates with respect to amounts recorded in our consolidated balance sheets related to these items will result in unrealized (basedupon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that ourrevenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costsand expenses solely as a result of changes in foreign 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 $38,951 , $21,990 and $23,729 of foreign currency transaction losses for the years ended December 31, 2016 , 2015 , and 2014 ,respectively, resulting from the translation of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of theapplicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until suchtime as the amounts are settled. 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 66 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, 2016 , 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.57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, 2016 .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, 2016 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 ReportingDuring the three months ended December 31, 2016 , 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.58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 2017 AnnualMeeting of Stockholders, which will be filed within 120 days of the year ended December 31, 2016 (the “ 2017 Proxy Statement”), which is incorporated herein byreference.Item 11. Executive Compensation.Information relating to executive compensation will be included in the 2017 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 2017 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 2017 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 2017 Proxy Statement, which is incorporated herein by reference.59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 66 .(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.Item 16. Form 10-K Summary.None.60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). 6110.8 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). 10.9 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). 10.10 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). 10.11 Amended and Restated Employment Agreement dated October 13, 2016 by and between AMC Networks Inc. and Edward A. Carroll(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2016). 10.12 Amended and Restated Employment Agreement dated April 13, 2016 by and between AMC Networks Inc. and Sean S. Sullivan (incorporatedby reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2016). 10.13 Amended and Restated Employment Agreement dated April 13, 2016 by and between AMC Networks Inc. and James G. Gallagher(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 19, 2016). 10.14 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). 10.15 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). 10.16 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). 10.17 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). 10.18 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). 10.19 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). 10.20 Form of Performance Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated byreference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015). 10.21 Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2011 Employee Stock Plan (incorporated by reference toExhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015). 10.22 Restricted Stock Unit Agreement dated October 13, 2016, between AMC Networks Inc. and Edward A,. Carroll (incorporated by reference toExhibit 10.2 to the Company's Current Report on Form 8-K filed on October 14, 2016). 10.23 Employment Agreement dated June 27, 2016, between AMC Networks Inc. and Christian Wymbs (incorporated by reference to Exhibit 10.1to the Company's Current Report on Form 8-K filed on August 1, 2016). 10.24 AMC Networks Inc. 2016 Employee Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-Kfiled on May 26, 2016). 10.25 AMC Networks Inc. 2016 Executive Cash Incentive Plan (incorporated by reference to Appendix B to the Company's Definitive ProxyStatement filed on April 28, 2016). 6210.26 Shared Executive Space Cost Sharing Arrangement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form10-Q for the quarter ended June 30, 2016). 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.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 24, 2017 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.63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 24, 2017Joshua W. Sapan (Principal Executive Officer) /s/ Sean S. Sullivan Executive Vice President and Chief Financial Officer February 24, 2017Sean S. Sullivan (Principal Financial Officer) /s/ Christian B. Wymbs Executive Vice President and Chief Accounting Officer February 24, 2017Christian B. Wymbs (Principal Accounting Officer) /s/ Charles F. Dolan Chairman of the Board of Directors February 24, 2017Charles F. Dolan /s/ William J. Bell Director February 24, 2017William J. Bell /s/ James L. Dolan Director February 24, 2017James L. Dolan /s/ Kristin A. Dolan Director February 24, 2017Kristin A. Dolan /s/ Marianne Dolan Weber Director February 24, 2017Marianne Dolan Weber 64Name Title Date /s/ Patrick F. Dolan Director February 24, 2017Patrick F. Dolan /s/ Thomas C. Dolan Director February 24, 2017Thomas C. Dolan /s/ Jonathan F. Miller Director February 24, 2017Jonathan F. Miller /s/ Brian G. Sweeney Director February 24, 2017Brian G. Sweeney /s/ Vincent Tese Director February 24, 2017Vincent Tese /s/ Leonard Tow Director February 24, 2017Leonard Tow /s/ David E. Van Zandt Director February 24, 2017David E. Van Zandt /s/ Carl E. Vogel Director February 24, 2017Carl E. Vogel /s/ Robert C. Wright Director February 24, 2017Robert C. Wright 65AMC NETWORKS INC. AND SUBSIDIARIESINDEX TO CONSOLIDATED FINANCIAL STATEMENTSConsolidated Financial Statements as of December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 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-166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, 2016, 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 whether effective internal control over financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considerednecessary 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 31,2016, 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, 2016 and 2015 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, 2016 and our report dated February 24, 2017 expressedan unqualified opinion on those consolidated financial statements./s/ KPMG LLPNew York, New YorkFebruary 24, 2017F-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, 2016 and 2015 and therelated consolidated statements of income, comprehensive income, stockholders’ deficiency, and cash flows for each of the years in the three-year period endedDecember 31, 2016. 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 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, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period endedDecember 31, 2016, 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, 2016, 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 24, 2017 expressed an unqualified opinion on theeffectiveness of the Company’s internal control over financial reporting./s/ KPMG LLPNew York, New YorkFebruary 24, 2017F-2AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Dollars in thousands, except per share amounts) 2016 2015ASSETS Current Assets: Cash and cash equivalents$481,389 $316,321Accounts receivable, trade (less allowance for doubtful accounts of $6,064 and $4,307)700,655 674,611Amounts due from related parties, net508 4,062Current portion of program rights, net441,130 453,157Prepaid expenses and other current assets72,661 72,989Total current assets1,696,343 1,521,140Property and equipment, net166,636 163,860Program rights, net1,108,586 1,027,394Deferred carriage fees, net43,886 50,069Intangible assets, net485,809 549,180Goodwill657,708 736,275Deferred tax asset, net8,598 10,765Other assets313,029 191,926Total assets$4,480,595 $4,250,609LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable$88,677 $71,148Accrued liabilities284,429 254,032Current portion of program rights obligations300,845 289,897Deferred revenue53,643 64,229Current portion of long-term debt222,000 148,000Current portion of capital lease obligations4,584 3,561Total current liabilities954,178 830,867Program rights obligations398,175 440,591Long-term debt, net2,597,263 2,519,808Capital lease obligations35,282 29,779Deferred tax liability, net145,791 122,981Other liabilities132,219 103,530Total liabilities4,262,908 4,047,556Commitments and contingencies Redeemable noncontrolling interests219,331 211,691Stockholders’ deficiency: Class A Common Stock, $0.01 par value, 360,000,000 shares authorized, 62,408,868 and 62,120,102 shares issuedand 57,079,039 and 60,909,831 shares outstanding, respectively624 621Class 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 capital142,798 123,157Accumulated earnings295,409 24,880Treasury stock, at cost (5,329,829 and 1,210,271 shares Class A Common Stock, respectively)(275,230) (51,993)Accumulated other comprehensive loss(193,798) (136,057)Total AMC Networks stockholders’ deficiency(30,082) (39,277)Non-redeemable noncontrolling interests28,438 30,639Total stockholders’ deficiency(1,644) (8,638)Total liabilities and stockholders’ deficiency$4,480,595 $4,250,609See accompanying notes to consolidated financial statements.F-3AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(In thousands, except per share amounts) 2016 2015 2014Revenues, net (including revenues, net from related parties of $15,873, $27,508 and $28,089,respectively)$2,755,654 $2,580,935 $2,175,641Operating expenses: Technical and operating (excluding depreciation and amortization)1,279,984 1,137,133 983,575Selling, general and administrative (including charges from related parties of $3,086,$4,903 and $3,217, respectively)636,028 636,580 560,950Depreciation and amortization84,778 83,031 69,048Impairment charges67,805 — —Restructuring expense29,503 14,998 15,715Total operating expenses2,098,098 1,871,742 1,629,288Operating income657,556 709,193 546,353Other income (expense): Interest expense(123,632) (128,135) (130,262)Interest income5,064 2,427 1,433Loss on extinguishment of debt(50,639) — —Miscellaneous, net(33,524) (691) (20,496)Total other income (expense)(202,731) (126,399) (149,325)Income from continuing operations before income taxes454,825 582,794 397,028Income tax expense(164,862) (201,090) (129,155)Income from continuing operations289,963 381,704 267,873Loss from discontinued operations, net of income taxes— — (3,448)Net income including noncontrolling interests289,963 381,704 264,425Net income attributable to noncontrolling interests(19,453) (14,916) (3,628)Net income attributable to AMC Networks’ stockholders$270,510 $366,788 $260,797 Basic net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$3.77 $5.06 $3.67Loss from discontinued operations$— $— $(0.05)Net income$3.77 $5.06 $3.62 Diluted net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$3.74 $5.01 $3.63Loss from discontinued operations$— $— $(0.05)Net income$3.74 $5.01 $3.58 Weighted average common shares: Basic weighted average common shares71,746 72,420 72,000Diluted weighted average common shares72,410 73,190 72,854See accompanying notes to consolidated financial statements.F-4A MC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Dollars in thousands) 2016 2015 2014Net income including noncontrolling interests$289,963 $381,704 $264,425Other comprehensive (loss) income: Foreign currency translation adjustment(45,426) (55,852) (74,758)Unrealized gain on interest rate swaps22 3,365 4,320Other comprehensive loss, before income taxes(45,404) (52,487) (70,438)Income tax expense(12,337) (4,322) (4,315)Other comprehensive loss, net of income taxes(57,741) (56,809) (74,753)Comprehensive income232,222 324,895 189,672Comprehensive income attributable to noncontrolling interests(16,491) (13,123) (1,304)Comprehensive income attributable to AMC Networks’ stockholders$215,731 $311,772 $188,368See 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 Common Stock Paid-in Capital AccumulatedEarnings (Deficit) Treasury Stock Accumulated Other ComprehensiveLoss Total AMCNetworksStockholders’ Deficiency Non-redeemableNoncontrolling Interests TotalStockholders’ DeficiencyBalance, 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-redeemablenoncontrolling interests— — — — — — — (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, 2015621 115 123,157 24,880 (51,993) (136,057) (39,277) 30,639 (8,638)Net income attributable to AMC Networks’stockholders— — — 270,510 — — 270,510 — 270,510Non-redeemable noncontrolling interests changes— — — — — — — (97) (97)Net income attributable to non-redeemablenoncontrolling interests— — — — — — — 2,784 2,784Distribution to noncontrolling member— — — — — — — (1,926) (1,926)Treasury stock not yet settled and other— — (10,454) 19 — — (10,435) — (10,435)Other comprehensive income— — — — — (57,741) (57,741) (2,962) (60,703)Share-based compensation expense— — 38,897 — — — 38,897 — 38,897Proceeds from the exercise of stock options1 — 1,227 — — — 1,228 — 1,228Treasury stock acquired— — — — (223,237) — (223,237) — (223,237)Restricted stock units converted to shares2 — (10,824) — — — (10,822) — (10,822)Excess tax benefits on share-based awards— — 795 — — — 795 — 795Balance, December 31, 2016624 115 142,798 295,409 (275,230) (193,798) (30,082) 28,438 (1,644)See accompanying notes to consolidated financial statements.F-6AMC NETWORKS INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars in thousands) 2016 2015 2014Cash flows from operating activities: Net income including noncontrolling interests$289,963 $381,704 $264,425Loss from discontinued operations— — 3,448Adjustments to reconcile income from continuing operations to net cash from operating activities: Depreciation and amortization84,778 83,031 69,048Impairment charges67,805 — —Share-based compensation expense related to equity classified awards38,897 31,020 28,363Amortization and write-off of program rights862,302 748,545 629,846Amortization of deferred carriage fees16,990 16,018 11,362Unrealized foreign currency transaction loss37,770 26,775 23,292Unrealized (gain) loss on derivative contracts, net(1,920) 2,015 (1,780)Amortization and write-off of deferred financing costs and discounts on indebtedness9,341 9,003 8,676Loss on extinguishment of debt50,639 — —Provision for doubtful accounts1,924 1,705 1,028Deferred income taxes11,642 19,616 1,207Excess tax benefits from share-based compensation arrangements(789) (4,610) (6,798)Gain on investments— (16,632) (4,789)Other, net(6,383) 857 3,914Changes in assets and liabilities: Accounts receivable, trade(30,050) (111,005) (72,984)Amounts due from related parties, net3,554 41 2,768Prepaid expenses and other assets(4,981) (24,355) (3,869)Program rights and obligations, net(973,193) (839,123) (690,237)Income taxes payable43,153 (4,796) 24,140Deferred revenue(9,836) 27,495 10,293Deferred carriage fees, net(10,396) (19,616) (13,063)Accounts payable, accrued expenses and other liabilities33,115 42,351 87,472Net cash provided by operating activities514,325 370,039 375,762Cash flows from investing activities: Capital expenditures(79,220) (68,321) (39,739)Payments for acquisitions, net of cash acquired(354) (24,199) (1,184,587)Investments in and loans to investees(95,000) (24,250) (5,375)Proceeds from insurance settlements— — 654Proceeds from the sale of an investment— — 5,837Net cash used in investing activities(174,574) (116,770) (1,223,210)Cash flows from financing activities: Proceeds from the issuance of long-term debt982,500 — 600,000Repayment of long-term debt(848,000) (74,000) —Payment of promissory note— (40,000) —Premium and fees paid on extinguishment of debt(40,954) — —Payments for financing costs(2,070) — (9,266)Deemed repurchase of restricted stock/units(10,822) (14,452) (22,192)Purchase of treasury stock(223,237) — —Proceeds from stock option exercises1,228 1,340 1,103Excess tax benefits from share-based compensation arrangements789 4,610 6,798Principal payments on capital lease obligations(4,288) (2,945) (2,401)Distributions to noncontrolling interest(9,010) (3,154) —Contributions from noncontrolling interest— 1,322 835Net cash (used in) provided by financing activities(153,864) (127,279) 574,877Net increase (decrease) in cash and cash equivalents from continuing operations185,887 125,990 (272,571)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(20,819) (11,036) (45,058)Cash and cash equivalents at beginning of year316,321 201,367 521,951Cash and cash equivalents at end of year$481,389 $316,321 $201,367See 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: 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, andSundance Channel in Canada. Our AMC Studios operations within the National Networks segment also sell rights worldwide to their ownedoriginal programming. The National Networks operating segment also includes AMC Networks Broadcasting & Technology, the technicalservices 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.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, derivative assets and liabilities,certain stock compensation awards, the useful lives and methodologies used to amortize and assess recoverability of program rights, the estimated useful lives ofintangible assets, valuation and recoverability of goodwill and intangible assets and income tax assets and liabilities.ReclassificationsCertain reclassifications were made to the prior period amounts to conform to the current period presentation, including the adoption of AccountingStandards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes which requires deferred tax liabilities andassets be classified as noncurrent in the statement of financial position. The adoption of ASU 2015-17 did not have a material impact on the Company'sconsolidated financial statements.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, net of agency commissions, when commercials are aired. In most advertising sales arrangements, the Company’sprogramming businesses guarantee specified viewer ratings for their programming. For these types of transactions, a portion of such revenue is deferred if theguaranteed viewer ratings are not met and is subsequently recognized either when the Company provides the required additional advertising time or the guaranteeobligation contractually expires.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 or write-offs of programming rights, such as thosefor original 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, are classified as technical and operating expenses in the consolidated statements 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 $222,067 , $210,929 and $178,068 for the years ended December 31, 2016 , 2015 and 2014 , 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 foreign currency transaction losses (realized and unrealized) of $38,951 , $21,990 and $23,729 for theyears ended December 31, 2016 , 2015 and 2014 , 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, 2016 and 2015 , the Company had $114,258 and $79,048 , respectively, of accounts receivable contractually due in excess ofone-year, which are 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 fair value.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 limited, or no,future programming usefulness, a write-off of the unamortized cost is recorded in technical and operating expense. See Note 5 for further discussion regardingprogram rights write-offs.InvestmentsThe Company holds investments in equity method and cost method investees and other marketable securities.Investments in equity method investees are those for which the Company has the ability to exercise significant influence but does not control and is not theprimary beneficiary. Significant influence typically exists if the Company has a 20% to 50% ownership interest in a venture unless persuasive evidence to thecontrary exists. Under this method of accounting, the Company records its proportionate share of the net earnings or losses of equity method investees and acorresponding increase or decrease to the investment balances. Cash payments to equity method investees such as additional investments, loans and advances andexpenses incurred on behalf of investees, as well as payments from equity method investees such as dividends, distributions and repayments of loans and advancesare recorded as adjustments to investment balances. The Company evaluates its equity method investments for impairment whenever events or changes incircumstances indicate that the carrying amounts of such investments may not be recoverable.F-10AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Investments in entities or other securities in which the Company has no control or significant influence and is not the primary beneficiary are accounted forat fair value or cost. Investments in equity securities with readily determinable fair values are accounted for at fair value, based on quoted market prices, andclassified as either trading securities or available-for-sale securities. For investments classified as trading securities, unrealized and realized gains and losses relatedto the investment and corresponding liability are recorded in earnings as a component of miscellaneous, net, in the consolidated statements of income. Forinvestments classified as available-for-sale securities, which include investments in common stock, unrealized gains and losses are recorded net of income taxes inother comprehensive (loss) income until the security is sold or considered impaired. If declines in the value of available-for-sale securities are determined to beother-than-temporary, a loss is recorded in earnings in the current period as a component of miscellaneous, net in the consolidated statements of income.Impairments are determined based on, among other factors, the length of time the fair value of the investment has been less than the carrying value, future businessprospects for the investee, and information regarding market and industry trends for the investee’s business, if available. For purposes of computing realized gainsand losses, the Company determines cost on a specific identification basis. Cost method investments are recorded at the lower of cost or fair value. If declines inthe value of cost method investments are determined to be other-than-temporary, a loss is recorded in earnings in the current period as a componentof miscellaneous, net in the consolidated statements of income.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 amortizable intangible assets) for impairment whenever events or circumstancesindicate 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 thecarrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. See Notes 7 and 8for further discussion regarding impairment charges recorded for the year ended December 31, 2016 relating to long-lived assets associated with the Company'sAMCNI – DMC asset group.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. See Note 8 for further discussion regarding impairment charges recorded for the year ended December 31, 2016 relating togoodwill associated with the Company's AMCNI – DMC reporting unit.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.F-11AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)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 and other derivative contracts. For derivatives designated as effective cash flow hedges,changes in fair values are recognized in other comprehensive income (loss). Changes in fair values related to fair value hedges as well as the ineffective portion ofcash flow hedges are recognized in earnings. Changes in the fair value of the underlying hedged item of a fair value hedge are also recognized in earnings. SeeNote 12 for a further discussion 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 and cash equivalents and trade accountsreceivable. Cash is invested in money market funds and bank time deposits. The Company monitors the financial institutions and money market funds where itinvests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The Company’s emphasis isprimarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments. As of December 31, 2016 and 2015 , one customeraccounted for 19% and 17% , respectively, of the combined balances of consolidated accounts receivable, trade and receivables due in excess of one-year (includedin 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 and restrictedshares/units.F-12AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The following is a reconciliation between basic and diluted weighted average shares outstanding: Years Ended December 31, 2016 2015 2014Basic weighted average shares outstanding71,746,000 72,420,000 72,000,000Effect of dilution: Stock options13,000 148,000 225,000Restricted shares/units651,000 622,000 629,000Diluted weighted average shares outstanding72,410,000 73,190,000 72,854,000Common 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.Stock Repurchase ProgramOn March 4, 2016, the Company’s Board of Directors authorized a program to repurchase up to $500,000 of its outstanding shares of common stock (the“2016 Stock Repurchase Program”). The 2016 Stock Repurchase Program has no pre-established closing date and may be suspended or discontinued at any time.For the year ended December 31, 2016 , the Company repurchased 4,119,558 shares of its Class A common stock at an average purchase price of approximately$54.19 per share. As of December 31, 2016 , the Company has $276,763 available for repurchase under the 2016 Stock Repurchase Program. Shares Outstanding Class A Common Stock Class B Common StockBalance 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 11,484,408Share repurchases(4,119,558) —Employee and non-employee director stock transactions*288,766 —Balance at December 31, 201657,079,039 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.Recently Issued Accounting PronouncementsIn January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 Intangibles- Goodwill andOther (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 removes Step 2 of the current goodwill impairment test under ASC 350 andreplaces it with a simplified model. Under the simplified model, a goodwill impairment will be calculated as the difference between the carrying amount of areporting unit and its fair value, but not to exceed the carrying amount of goodwill. The amount of any impairment under the simplified model may differ fromwhat would have been recognized under the two-step test. The ASU is effective for the Company in the first quarter of 2020, with early adoption permitted for anyimpairment tests performed after a testing date of January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on the Company'sconsolidated financial statements.In October 2016, the FASB issued ASU No. 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory . ASU 2016-16 simplifies theaccounting for the income tax consequences of intra-entity transfers of assets other than inventoryF-13AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)and includes requirements to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, thereforeeliminating the exception for an intra-entity transfer of an asset other than inventory. ASU 2016-16 is effective for reporting periods beginning after December 15,2017, with early adoption permitted. Any adjustments as a result of adoption are to be applied on a modified retrospective basis through a cumulative-effectadjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of ASU 2016-16 is not expected to have a material impact onthe Company’s consolidated financial statements.In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . Theguidance clarifies the way in which certain cash receipts and cash payments should be classified on the statement of cash flows and also how the predominanceprinciple should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 is effective for the first quarterof 2018 with early adoption permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company's consolidated financialstatements.In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based PaymentAccounting . The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting forincome taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. ASU 2016-09 iseffective for the first quarter of 2017. The adoption of ASU 2016-09 is not expected to have a material impact on the Company's consolidated financial statements.In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to record most of their leases on the balance sheet,which will be recognized as a right-of-use asset and a lease liability. The Company will be required to classify each separate lease component as an operating orfinance lease at the lease commencement date. Initial measurement of the right-of-use asset and lease liability is the same for operating and finance leases, howeverexpense recognition and amortization of the right-of-use asset differs. Operating leases will reflect lease expense on a straight-line basis similar to current operatingleases. The straight-line expense will reflect the interest expense on the lease liability (effective interest method) and amortization of the right-of-use asset, whichwill be presented as a single line item in the operating expense section of the income statement. Finance leases will reflect a front-loaded expense pattern similar tothe pattern for current capital leases. ASU 2016-02 is effective for the first quarter of 2019, with early adoption permitted. The Company is currently determiningits implementation approach and assessing the impact the adoption will have on its 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 tohow an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which theentity expects to be entitled in exchange for those goods or services. The standard also expands the required disclosures to include the disaggregation of revenuefrom contracts with customers into categories that depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors.During 2016, the FASB issued additional interpretive guidance relating to the standard which covered the topics of principal versus agent considerations andidentifying performance obligations and licensing. The standard is effective for the Company in the first quarter of 2018. The two permitted transition methodsunder the standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effectof applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applyingthe standard would be recognized at the date of initial application.The Company established an implementation team and performed an analysis of each of our revenue streams to assess the impact of the standard on ourvarious revenue contracts, and analyze our current accounting policies and practices to identify potential differences that would result from the implementation ofthe standard. During 2016, the Company made significant progress toward completing its evaluation of the potential changes from adopting the standard on itsfinancial reporting and disclosures. Specifically, the Company has completed an initial assessment of each of its revenue streams and has begun drafting itsrevenue recognition policy under the new standard. However, there are a few areas that remain subject to further clarification with respect to the implementation ofthe new standard on certain of our revenue streams. The Company has been closely monitoring FASB activity related to the new standard, as well as working withvarious non-authoritative groups to conclude on industry specific interpretative issues.While significant progress has been made, our final evaluation of the impact of the new revenue standard is ongoing and will continue throughout 2017,including making a final determination about our implementation approach.F-14AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)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, for a purchaseprice of $200,000 (the "Purchase Price"). The Company funded the Purchase Price with cash on hand and a $40,000 promissory note payable on April 23, 2015. Inaddition to the Purchase Agreement, such subsidiary entered into a Second Amended and Restated Limited Liability Company Agreement with BBCWA and oneof its affiliates that sets forth certain rights and obligations of the parties, including certain put rights. The Company has operational control of New Video and theBBC AMERICA channel and as a result consolidates the results of the joint venture from the date of closing. The joint venture is included in the NationalNetworks operating segment. The Company views this joint venture as an important addition to its overall channel portfolio and programming content strategy.The goodwill associated with the New Video acquisition is generally deductible for tax purposes.ChellomediaOn 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 10 ).The acquisition provided AMC Networks with television channels that are distributed in over 130 countries and span a wide range of programming genres,most notably movie and entertainment networks. The acquisition is included in the International and Other segment. The Company views this acquisition as animportant 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.Unaudited 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. RestructuringIn 2016, the Company launched a restructuring initiative that involved modifications to the organizational structure of the Company and is expected to resultin reduced employee costs and operating expenses primarily through a voluntary buyout program offered to certain employees. The year ended December 31, 2016also included the impact of elimination of distribution of certain channels in certain territories. Restructuring activities in 2015 and 2014 primarily related toseverance charges and other exit costs associated with the elimination of certain positions across the Company and the elimination of distribution in certainterritories.The following table summarizes the restructuring expense recognized by operating segment: Year Ended December31, 2016 Year Ended December31, 2015 Year Ended December31, 2014National Networks$8,516 $3,194 $3,664International & Other20,987 11,804 12,051Total restructuring expense$29,503 $14,998 $15,715Restructuring expense in the International and Other segment includes corporate headquarter related charges.The following table summarizes the accrued restructuring costs: Severance and Employee-Related Costs Other Exit Costs TotalBalance at December 31, 2014$6,525 $885 $7,410Charges11,189 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 $10,010Charges23,557 5,946 29,503Cash payments(20,871) (935) (21,806)Non-cash adjustments12 (5,315) (5,303)Currency translation(90) (3) (93)Balance at December 31, 2016$12,106 $205 $12,311Accrued liabilities for restructuring costs are included in accrued liabilities in the consolidated balance sheet at December 31, 2016 .Note 5 . Program Rights and ObligationsProgram RightsOwned original program rights, net is comprised of $230,289 of completed programming and $211,352 of in-production programming at December 31, 2016and is included as a component of long-term program rights, net in the consolidated balance sheet. The Company estimates that approximately 93% of unamortizedowned original programming costs, as of December 31, 2016 , will be amortized within the next three years. The Company expects to amortize approximately$139,562 of unamortized owned original programming costs during the next twelve months. Program rights write-offs of $26,184 , $43,196 and $44,204 wererecorded for the years ended December 31, 2016 , 2015 and 2014 , 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, 2016 related to program rights obligations included in the consolidated balance sheet are as follows:Years Ending December 31, 2017$300,8452018164,2112019125,506202071,199202127,334Thereafter9,925 $699,020Note 6. InvestmentsThe Company holds several investments and loans in non-consolidated entities.RLJEOn October 14, 2016 (the “Closing Date”), Digital Entertainment Holdings LLC (“DEH”), a wholly owned subsidiary of the Company, and RLJEntertainment, Inc. (“RLJE”) entered into a Credit and Guaranty agreement (the “Credit Agreement”) pursuant to which DEH provided term loans totaling $65,000to RLJE and DEH received warrants to purchase at least 20 million shares of RLJE’s common stock, at a price of $3.00 per share (the “RLJE Warrants”).The Credit Agreement consists of a term loan in the principal amount of $5,000 (the “Tranche A Loan”) with a maturity of one year and a term loan in theprincipal amount of $60,000 (the “Tranche B Loan” and together with the Tranche A Loan, the “RLJE Term Loans”) with a maturity of seven years. The TrancheA Loan bears interest at a rate of 7.00% per annum, with 4.00% to be paid in cash and 3.00% to be paid in shares of common stock of RLJE. The Tranche B Loanbears interest at a rate of 6.00% per annum, with 4.00% to be paid in cash and 2.00% to be paid in shares of Common Stock of RLJE. For the purposes ofcalculating the interest to be paid in shares of RLJE common stock, the value of such shares shall be based on a fixed $3.00 per share. Principal payments on theTranche B loan are $15,000 due on the fifth anniversary of the Closing Date, $30,000 due on the sixth anniversary of the Closing Date and the remaining balancedue on the seventh anniversary of the Closing Date. Interest on both the Tranche A Loan and the Tranche B Loan is due in arrears on a quarterly basis(commencing on the first quarter after the Closing Date). On January 30, 2017, the Company and RLJE amended the terms of the Tranche A Loan to increase theprincipal amount by $8,000 to $13,000 and extend the maturity to seven years.The RLJE Warrants entitle DEH to purchase at least 20,000,000 shares of Common Stock of RLJE (the “Warrant Shares”) with an initial exercise date as ofthe Closing Date. The first RLJE Warrant for 5,000,000 Warrant Shares expires on the fifth anniversary of the Closing Date, the second RLJE Warrant for10,000,000 Warrant Shares expires on the sixth anniversary of the Closing Date, and the third RLJE Warrant for 5,000,000 Warrant Shares expires on the seventhanniversary of the Closing Date. The exercise price of the RLJE Warrants is $3.00 per share, subject to certain adjustments.The RLJE Warrants include customary anti-dilution provisions. In addition, the third RLJE Warrant also provides that the number of Warrant Shares shall beincreased to the extent necessary to ensure that upon the full exercise of the RLJE Warrant, DEH shall hold at least 50.1% of the outstanding equity securities ofRLJE on a fully diluted basis.The RLJE Term Loans are included in Other assets in the consolidated balance sheet. The Company accounts for the portion of interest on the RLJE TermLoans payable in RLJE common stock as an embedded derivative. In addition, the RLJE Warrants are accounted for as derivatives. Both the RLJE Warrants andthe embedded derivative for the portion of interest payable in RLJE common stock are remeasured at the end of each period with changes in fair value included inmiscellaneous, net in the consolidated statement of income.Other InvestmentsIn 2016, the Company purchased a minority investment in Funny or Die, Inc. which is accounted for as a cost method investment. The agreement containscertain provisions under which the Company may be obligated to increase its investment over time.F-17AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The Company holds investments in a number of other non-consolidated entities, which are not significant individually or in the aggregate.Note 7 . Property and EquipmentProperty and equipment (including equipment under capital leases) consists of the following: December 31, EstimatedUseful Lives 2016 2015 Program, service and test equipment$223,847 $199,190 2 to 5 yearsSatellite equipment51,423 42,367 13 yearsFurniture and fixtures21,471 18,846 5 to 8 yearsTransmission equipment51,954 47,218 5 yearsLeasehold improvements90,089 65,475 Term of lease 438,784 373,096 Accumulated depreciation and amortization(272,148) (209,236) $166,636 $163,860 Depreciation and amortization expense on property and equipment (including capital leases) amounted to $46,208 , $41,037 and $38,220 , for the yearsended December 31, 2016 , 2015 and 2014 , respectively.In the fourth quarter of 2016, management revised its outlook for the growth potential of the Amsterdam-based media logistics facility, AMCNI – DMC,resulting in lower expected future cash flows due to increased competition and evolving broadcast technologies. In connection with the preparation of theCompany's fourth quarter financial information, the Company performed a recoverability test of the long-lived asset group of the AMCNI – DMC business anddetermined that certain long-lived assets, primarily identifiable intangible assets and analog equipment, were not recoverable. The fair value of the AMCNI – DMCasset group was measured based on an income approach (discounted cash flow valuation methodology). The Company's fourth quarter of 2016 results reflect animpairment charge of $22,909 related to property and equipment which is included in Impairment charges in the consolidated statement of income.At December 31, 2016 and 2015 , the gross amount of equipment and related accumulated amortization recorded under capital leases were as follows: December 31, 2016 2015Satellite equipment$51,423 $42,367Less accumulated amortization(19,031) (14,640) $32,392 $27,727Note 8 . Goodwill and Other Intangible AssetsThe carrying amount of goodwill, by operating segment is as follows: National Networks Internationaland Other TotalDecember 31, 2015$244,849 $491,426 $736,275Purchase accounting adjustments— (6,040) (6,040)Impairment charges— (27,244) (27,244)Amortization of "second component" goodwill(2,546) — (2,546)Foreign currency translation— (42,737) (42,737)December 31, 2016$242,303 $415,405 $657,708Purchase accounting adjustments included in the International and Other segments relate to the acquisition of two small international channels in 2015.F-18AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)In the fourth quarter of 2016, management revised its outlook for the growth potential of the Amsterdam-based media logistics facility, AMCNI – DMC,resulting in lower expected future cash flows due to increased competition and evolving broadcast technologies. As a result, the Company determined thatsufficient indicators of potential impairment of goodwill existed and in connection with the preparation of the Company's fourth quarter financial information, theCompany performed the two-step impairment evaluation. The fair value of the AMCNI – DMC reporting unit was measured based on an income approach(discounted cash flow valuation methodology). As a result of the impairment evaluation, it was determined that the carrying value of AMCNI – DMC's goodwillexceeded its implied fair value and the fourth quarter of 2016 results reflect an impairment charge of $27,244 for the write-down of all AMCNI – DMC relatedgoodwill which is included in Impairment charges in the consolidated statement of income.The reduction of $2,546 in the carrying amount of goodwill for the National Networks is due to the realization of a tax benefit for the amortization of"second component" goodwill at SundanceTV. Second component goodwill is the amount of tax deductible goodwill in excess of goodwill for financial reportingpurposes. In accordance with the authoritative guidance at the time of the SundanceTV acquisition, the tax benefits associated with this excess are applied to firstreduce the amount of goodwill, and then other intangible assets for financial reporting purposes, if and when such tax benefits are realized in the Company's taxreturns.Annual Impairment Test of GoodwillBased on the Company's annual impairment test for goodwill as of December 1, 2016, no additional impairment charge was required for any of the otherreporting units. The Company performed a qualitative assessment for all other reporting units, with the exception of the International Programming Networksreporting unit. The qualitative assessments included, but were not limited to, consideration of the historical significant excesses of the estimated fair value of thereporting unit over its carrying value (including allocated goodwill), macroeconomic conditions, industry and market considerations, cost factors and historical andprojected cash flows. The Company performed a quantitative assessment for the International Programming Networks reporting unit. Based on the quantitativeassessment, if the fair value of the International Programming Networks reporting unit decreased by 14% , the Company would be required to perform step-two ofthe 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.F-19AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The following table summarizes information relating to the Company’s identifiable intangible assets: December 31, 2016 EstimatedUseful Lives Gross AccumulatedAmortization Net Amortizable intangible assets: Affiliate and customer relationships$509,992 $(133,932) $376,060 10 to 25 yearsAdvertiser relationships46,282 (9,198) 37,084 11 yearsTrade names49,720 (6,307) 43,413 12 to 20 yearsOther amortizable intangible assets10,002 (791) 9,211 15 yearsTotal amortizable intangible assets615,996 (150,228) 465,768 Indefinite-lived intangible assets: Trademarks20,041 — 20,041 Total intangible assets$636,037 $(150,228) $485,809 December 31, 2015 Gross AccumulatedAmortization Net Amortizable intangible assets: Affiliate and customer relationships$554,012 $(110,203) $443,809 Advertiser relationships46,282 (4,990) 41,292 Trade names48,522 (4,353) 44,169 Other amortizable intangible assets15 (5) 10 Total 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 Aggregate amortization expense for amortizable intangible assets for the years ended December 31, 2016 , 2015 and 2014 was $38,570 , $41,994 and$30,828 , respectively. Estimated aggregate amortization expense for intangible assets subject to amortization for each of the following five years is:Years Ending December 31, 2017$35,323201835,316201935,303202035,300202134,988Impairment Test of Long-Lived AssetsIn the fourth quarter of 2016, management revised its outlook for the growth potential of the Amsterdam-based media logistics facility, AMCNI – DMC,resulting in lower expected future cash flows due to increased competition and evolving broadcast technologies. As a result, the Company determined thatsufficient indicators of potential impairment of long-lived assets and in connection with the preparation of the Company's fourth quarter financial information, theCompany performed a recoverability test of the long-lived assets of the AMCNI – DMC business and determined that certain long-lived assets, primarilyidentifiable intangibles and analog equipment, were not recoverable. The Company's fourth quarter of 2016 results reflect an impairment charge of $17,652 relatedto intangible assets which is included in Impairment charges in the consolidated statement of income.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 revenuesF-20AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)covered by the trademarks. In order to evaluate the sensitivity of the fair value calculations for the Company’s identifiable indefinite-lived intangible assets, theCompany applied a hypothetical 20% decrease to the estimated fair value of the identifiable indefinite-lived intangible assets. This hypothetical decrease inestimated 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 9. Accrued LiabilitiesAccrued liabilities consist of the following: December 31, 2016 December 31, 2015Interest$15,770 $28,246Employee related costs122,590 119,931Other accrued expenses146,069 105,855Total accrued liabilities$284,429 $254,032Note 10 . Long-term DebtThe Company's long-term debt consists of: December 31, 2016 December 31, 2015Senior Secured Credit Facility: Term loan A facility$1,258,000 $1,406,000Senior Notes: 5.00% Notes due April 20241,000,000 —7.75% Notes due July 2021— 700,0004.75% Notes due December 2022600,000 600,000Total long-term debt2,858,000 2,706,000Unamortized discount(23,675) (17,911)Unamortized deferred financing costs(15,062) (20,281)Long-term debt, net2,819,263 2,667,808Current portion of long-term debt222,000 148,000Noncurrent portion of long-term debt$2,597,263 $2,519,808Amended 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, 2016 .In connection with the Credit Facility, AMC Networks incurred deferred financing costs of $9,266 for the year ended December 31, 2014, which is beingamortized to interest expense, utilizing the effective interest method, over the term of each respective component of the Credit Facility.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, 2016 , the interest rate on the Term Loan A Facilitywas 2.15% , reflecting aF-21AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)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.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, 2016 .5.00% Notes due 2024On March 30, 2016, the Company issued $1,000,000 in aggregate principal amount of 5.00% senior notes, net of an issuance discount of $17,500 , due 2024(the “5.00% Notes”). AMC Networks used $703,000 of the net proceeds of this offering to make a cash tender (“Tender Offer”) for its outstanding 7.75% SeniorNotes due 2021 (the "7.75% Notes"). In addition, $45,551 of the proceeds from the issuance of the 5.00% Notes was used for the redemption of the 7.75% Notesnot tendered. The remaining proceeds are to be used for general corporate purposes. The 5.00% Notes were issued pursuant to an indenture dated as of March 30,2016 (the “5.00% Notes Indenture”).In connection with the issuance of the 5.00% Notes, AMC Networks incurred deferred financing costs of $2,070 , which are being amortized, using theeffective interest method, to interest expense over the term of the 5.00% Notes.Interest on the 5.00% Notes is payable semi-annually in arrears on April 1 and October 1 of each year.The 5.00% Notes may be redeemed, in whole or in part, at any time on or after April 1, 2020, at a redemption price equal to 102.5% of the principal amountthereof (plus accrued and unpaid interest thereon, if any, to the date of such redemption), declining annually to 100% of the principal amount thereof (plus accruedand unpaid interest thereon, if any, to the date of such redemption) beginning on April 1, 2022.The 5.00% Notes are guaranteed on a senior unsecured basis by certain of AMC Networks’ existing and future domestic restricted subsidiaries, in accordancewith the 5.00% Notes Indenture. The guarantees under the 5.00% Notes are full and unconditional and joint and several.The 5.00% 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.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 businessesF-22AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)included in the Distribution in June 2011. CSC Holdings used the Company’s 7.75% Notes to satisfy and discharge outstanding CSC Holdings debt. The recipientsof 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 inthe 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 .In 2016, the Company used a portion of the net proceeds of the 5.00% Notes to retire all of the 7.75% Notes. In connection with the retirement of the 7.75%Notes, the Company recorded a loss on extinguishment of debt of $50,639 for the year ended December 31, 2016 which includes $40,954 related to the excess ofthe redemption price, premium paid and related fees, and the write-off of unamortized issuance discount and deferred financing fees related to the 7.75% Notes of$8,715 and $970 , respectively.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.Summary of Debt MaturitiesTotal amounts payable by the Company under its various debt obligations (excluding capital leases) outstanding as of December 31, 2016 are as follows:Years Ending December 31, 2017$222,0002018296,0002019740,0002020—2021—Thereafter1,600,000F-23AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 11. 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, 2016 and December 31, 2015 : Level I Level II Level III TotalAt December 31, 2016: Assets: Cash equivalents $65,384 $— $— $65,384Interest rate swap contracts — 1,471 — 1,471Foreign currency derivatives — 6,096 — 6,096Other derivatives — — 12,308 12,308Liabilities: Interest rate swap contracts $— $762 $— $762Foreign currency derivatives — 3,147 — 3,147At 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 — 3,107The 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 12 ) 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 RLJE Warrants held by the Company are classified within Level III of the fair value hierarchy. The Company determines the value of the RLJEWarrants using a Black Scholes option pricing model. Inputs to the model are stock price volatility, contractual warrant terms (remaining life of the warrants),exercise price, risk-free interest rate, and the RLJE stock price. The equity volatility used is based on the equity volatility of RLJE with an adjustment for thechanges in the capital structure of RLJE. In arriving at the concluded value of the warrants, a discount for the lack of marketability (DLOM) of 32% was applied.The DLOM, which is unobservable, is determined using the Finnerty Average-Strike Put Option Marketability Discount Model (Finnerty Model), which wasapplied with a security-specific volatility for the warrants. For the year ended December 31, 2016, the Company recorded a loss of $892 related to the RLJEWarrants which is included in Miscellaneous, net in the consolidated statement of income.At December 31, 2016, the Company does not have any other assets or liabilities measured at fair value on a recurring basis that would be considered LevelIII.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, advertiserF-24AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)relationship intangible assets and property and equipment. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level IIIof 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, 2016 CarryingAmount EstimatedFair ValueDebt instruments: Term loan A facility$1,245,175 $1,254,8555.00% Notes due July 2021981,949 1,002,5004.75% Notes due December 2022592,139 606,000 $2,819,263 $2,863,355 December 31, 2015 Carrying Amount Estimated Fair 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 $2,708,475Fair 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 12 . 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.F-25AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)As of December 31, 2016 , the Company had interest rate swap contracts outstanding with notional amounts aggregating $300,000 , which consists ofinterest rate swap contracts with notional amounts of $200,000 that are designated as cash flow hedges and interest rate swap contracts with notional amounts of$100,000 that are not designated as hedging instruments. The Company’s outstanding interest rate swap contracts have varying maturities ranging from July 2017to October 2018. At December 31, 2016 , the Company’s interest rate swap contracts designated as cash flow hedges were highly effective, in all material respects.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.Other DerivativesThe RLJE Warrants held by the Company meet the definition of a derivative and are included in Other assets in the consolidated balance sheet. In addition,the portion of interest on the RLJE Term Loans to be paid in RLJE common stock is an embedded derivative. Both the RLJE Warrants and the embeddedderivative for the portion of interest to be paid in RLJE common stock are remeasured at the end of each period with changes in fair value recorded in theconsolidated statement of income.The fair values of the Company's derivative financial instruments included in the consolidated balance sheets are as follows: Balance Sheet Location December 31, 2016 2015Derivatives designated as hedging instruments: Assets: Interest rate swap contractsOther assets $1,471 $1,449Derivatives not designated as hedging instruments: Assets: Foreign currency derivativesPrepaid expenses and other current assets 1,684 1,331Foreign currency derivativesOther assets 4,412 3,090Other derivativesOther assets 12,308 —Liabilities: Interest rate swap contractsAccrued liabilities 762 660Interest rate swap contractsOther liabilities — 2,022Foreign currency derivativesAccrued liabilities 952 1,429Foreign currency derivativesOther liabilities 2,195 1,678F-26AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)The amount of the gains and losses related to the Company's derivative financial instruments designated as hedging instruments are as follows: Gain or (Loss) on Derivatives Recognized in OCI Location of Gain or(Loss) in Earnings Gain or (Loss) Reclassified from Accumulated OCI into Earnings (a) Years Ended December 31, Years Ended December 31, 2016 2015 2016 2015Derivatives in cash flow hedgingrelationships: Interest rate swap contracts$(565) $638 Interest expense $(587) $(2,727)(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, 2016 and 2015 .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 inEarningson Derivatives Years Ended December 31, 2016 2015Derivatives not designated as hedging relationships: Interest rate swap contractsInterest expense $(238) $(578)Foreign currency derivativesMiscellaneous, net 3,234 503Other derivativesMiscellaneous, net (892) —Total $2,104 $(75)Note 13. 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, 2016 , 2015 and 2014 amounted to $29,414 , $25,840 and $22,885 , 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:2017$25,185201826,665201927,201202025,486202121,837Thereafter124,417F-27AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Capital LeasesFuture minimum capital lease payments as of December 31, 2016 are as follows:2017$5,44320185,65820195,04220204,26720213,091Thereafter18,032Total minimum lease payments41,533Less amount representing interest (at 8.2%-12%)(1,667)Present value of net minimum future capital lease payments39,866Less principal portion of current installments(4,584)Long-term portion of obligations under capital leases$35,282Note 14 . Income TaxesIncome (loss) from continuing operations before income taxes consists of the following components: Years Ended December 31, 2016 2015 2014Domestic$500,757 $566,444 $384,853Foreign(45,932) 16,350 12,175Total$454,825 $582,794 $397,028Income tax expense attributable to continuing operations consists of the following components: Years Ended December 31, 2016 2015 2014Current expense (benefit): Federal$120,634 $146,915 $111,047State11,252 15,713 10,882Foreign22,946 14,508 13,837 154,832 177,136 135,766Deferred expense (benefit): Federal12,140 12,563 5,036State2,515 1,300 (1,373)Foreign(3,013) 5,753 (2,456) 11,642 19,616 1,207Tax expense (benefit) relating to uncertain tax positions, including accrued interest(1,612) 4,338 (7,818)Income tax expense$164,862 $201,090 $129,155A reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:F-28AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Years Ended December 31, 2016 2015 2014U.S. federal statutory income tax rate35 % 35 % 35 %State and local income taxes, net of federal benefit2 2 2Effect of foreign operations(1) (2) (2)Nontaxable income attributable to noncontrolling interests(1) (1) (1)Changes in the valuation allowance5 1 1Domestic production activity deduction(3) (3) (2)Tax expense relating to uncertain tax positions, including accrued interest, net of deferred taxbenefits(1) 1 (1)Other— 1 —Effective income tax rate36 % 34 % 32 %The tax effects of temporary differences that give rise to significant components of deferred tax assets or liabilities at December 31, 2016 and 2015 are asfollows: December 31, 2016 2015Deferred Tax Asset (Liability) Noncurrent NOLs and tax credit carry forwards$82,636 $83,361Compensation and benefit plans49,710 45,312Allowance for doubtful accounts421 261Fixed assets and intangible assets46,595 35,781Interest rate swap contracts2,884 2,412Accrued interest expense11,567 11,692Other liabilities20,811 17,423Deferred tax asset214,624 196,242Valuation allowance(71,563) (54,336)Net deferred tax asset, noncurrent143,061 141,906Prepaid liabilities(819) (820)Fixed assets and intangible assets(78,616) (70,337)Investments in partnerships(177,376) (154,215)Other assets(23,444) (28,750)Deferred tax liability, noncurrent(280,255) (254,122)Total net deferred tax liability$(137,194) $(112,216) At December 31, 2016 , the Company had foreign tax credit carry forwards of approximately $40,000 , expiring on various dates from 2017 through 2026, and net operating loss carry forwards of approximately $208,000 related primarily to our foreign subsidiaries. Although the net operating loss carry forwardperiods range from 5 years to unlimited, the deferred tax assets of approximately $41,000 for these carry forwards have been reduced by a valuation allowance ofapproximately $39,000 as it is more likely than not that these carry forwards will not be realized. The remainder of the valuation allowance at December 31, 2016relates primarily to deferred tax assets attributable to temporary differences of certain foreign subsidiaries for which it is more likely than not that these deferredtax assets will not be realized.For the year ended December 31, 2016 , excess tax benefits of $789 relating to share-based compensation awards and $1,609 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, 2016 , the liability for uncertain tax positions was $18,065 , excluding the related accrued interest liability of $3,044 and deferred tax assetsof $6,375 . All of such unrecognized tax benefits, if recognized, would reduce the Company's income tax expense and effective tax rate.F-29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, 2015$20,238Increases related to current year tax positions4,736Increases related to prior year tax positions892Decreases related to prior year tax positions(317)Decreases due to lapse of statute of limitations(7,484)Balance at December 31, 2016$18,065Interest expense (net of the related deferred tax benefit) of $1,968 was recognized during the year ended December 31, 2016 and is included in income taxexpense in the consolidated statement of income. At December 31, 2016 and 2015 , 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 New York CityUnincorporated Business Tax Return for 2014 and its General Corporation Tax Return for years 2011 and 2012. The State of Georgia is currently auditing theCompany’s Corporation Tax Returns for years 2013 through 2015. The State of California is currently auditing the Company’s California Corporation Franchise orIncome Tax Return for the years 2011 through 2013. The Internal Revenue Service is currently auditing the Company's U.S. Corporation Income Tax Return for2013.Note 15. Commitments and ContingenciesCommitments Payments due by period Total Year 1 Years2 - 3 Years4 - 5 More than5 yearsPurchase obligations (1)$991,231 $288,868 $173,917 $67,735 $460,711Guarantees (2)75,574 75,574 — — —Total$1,066,805 $364,442 $173,917 $67,735 $460,711(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 MattersOn December 17, 2013, Frank Darabont (“Darabont”), Ferenc, Inc., Darkwoods Productions, Inc., and Creative Artists Agency, LLC (together, “Plaintiffs”),filed a complaint in New York Supreme Court in connection with Darabont’s rendering services as a writer, director and producer of the television series entitledThe Walking Dead and the agreement between the parties related thereto. The Plaintiffs asserted claims for breach of contract, breach of the covenant of good faithand fair dealing, for an accounting and for declaratory relief. On August 19, 2015, Plaintiffs filed their First Amended Complaint (the “Amended Complaint”), inwhich they retracted their claims for wrongful termination and failure to apply production tax credits in calculating Plaintiffs’ contingent compensation. Plaintiffsalso added a claim that Darabont is entitled to a larger share, on a percentage basis, of contingent compensation than he is currently being accorded. On September26, 2016, Plaintiffs filed their note of issue and certificate of readiness for trial, which included a claim for damages of $280 million or more and indicated that theparties have completed fact and expert discovery. The parties each filed motions for summary judgment. The Court has not yet set a date for oral argument of thesummary judgment motions. The Company has opposed the claims in the Complaint, the Amended Complaint and all subsequent complaints. The Companybelieves that the asserted claims are without merit, denies the allegations and continues to defend the case vigorously. At this time, no determination can be madeas to the ultimate outcome of this litigation or the potential liability, if any, on the part of the Company.The Company is party to various lawsuits and claims in the ordinary course of business, including the matter described above. Although the outcome of thesematters cannot be predicted with certainty and while the impact of these matters on the Company’s results of operations in any particular subsequent reportingperiod could be material, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of theCompany or the ability of the Company to meet its financial obligations as they become due.F-30AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 16. 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.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, 2016 and 2015 is presented below. Redeemable NoncontrollingInterestDecember 31, 2014$204,611Net earnings10,239Distributions(3,154)Other(5)December 31, 2015$211,691Net earnings16,669Distributions(9,010)Other(19)December 31, 2016$219,331Note 17. Equity and Long-Term Incentive PlansIn connection with the Distribution, the Company adopted the AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors (the “2011 Non-EmployeeDirector Plan”) and the AMC Networks Inc. 2011 Cash Incentive Plan (the “2011 Cash Incentive Plan”). All Plans were amended and restated and approved by theCompany’s shareholders on June 5, 2012. On June 8, 2016, the Company's shareholders approved the AMC Networks Inc. 2016 Employee Stock Plan (the “2016Employee Stock Plan”) and the AMC Networks Inc. 2016 Executive Cash Incentive Plan (the "2016 Cash Incentive Plan"). Upon approval of the 2016 EmployeeStock Plan, all remaining available shares under the Company's 2011 Employee Stock Plan were canceled, other than those subject to outstanding grants ofrestricted stock units and options. Beginning with awards in 2016, the Company’s long-term incentive program was modified and the Company issuedperformance restricted stock units (“PRSUs”) whereas in prior years, long-term cash performance awards were issued. Equity PlansThe 2016 Employee Stock Plan provides for the grants of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares,restricted stock units and other equity-based awards (collectively, “Awards”). Under the 2016 Employee Stock Plan, the Company may grant awards for up to6,000,000 shares of AMC Networks Class A Common Stock (subject to certain adjustments). Equity-based awards granted under the 2016 Employee Stock Planmust be granted with an exercise price of not less than the fair market value of a share of AMC Networks Class A Common Stock on the date of grant and mustexpire no later than 10 years from the date of grant. The terms and conditions of awards granted under the 2016 Employee Stock Plan, including vesting andexercisability, are determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions basedupon performance criteria. For the purpose of calculating the remaining shares available for issuance under the 2016 Employee Stock Plan, awards containingperformance criteria are excluded based on the maximum potential performance target that can be achieved.Awards issued to employees under the 2016 Employee Stock Plan will settle in shares of the Company's Class A Common Stock (either from treasury orwith newly issued shares), or, at the option of the Compensation Committee, in cash. As of December 31, 2016 , there are 5,193,343 share awards available forfuture grant under the 2016 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 awardsgrantedF-31AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)under the 2011 Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided inan applicable award agreement, stock options granted under this plan will be fully vested and exercisable, and restricted stock units granted under this plan will befully 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 issued shares), or, at theoption of the Compensation Committee, in cash, on the first business day after ninety days from the date the director's service on the Board of Directors ceases or,if earlier, upon the director's death. As of December 31, 2016 , there are 221,058 share awards available for future grant under the 2011 Non-Employee DirectorPlan.Restricted Stock Unit ActivityThe following table summarizes activity relating to Company employees who held AMC Networks restricted stock units for the year ended December 31,2016 : 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 $70.07Granted493,659 767,693 $60.73Released/Vested(257,114) (79,321) $61.28Canceled/Forfeited(107,633) (17,304) $71.19Unvested award balance, December 31, 2016982,298 1,354,461 $66.23During 2016 , AMC Networks granted 349,231 restricted stock units and 508,636 PRSUs to certain executive officers and employees under the AMCNetworks Inc. Amended and Restated 2011 Employee Stock Plan. The Company also issued 144,428 restricted stock units and 259,057 performance restrictedstock units to certain executive officers and employees under the 2016 Employee Stock Plan. All restricted stock units granted during 2016 vest ratably over a three-year period.The target number of PRSUs granted represents the right to receive a corresponding number of shares, subject to adjustment based on the performance of theCompany against target performance criteria for a three year period. The number of shares issuable at the end of the applicable measurement period ranges from0% to 200% of the target PRSU award. For purposes of calculating the remaining shares available for issuance under the 2016 Employee Stock Plan, the PRSUsare considered at maximum payout.The following table summarizes activity relating to Non-employee Directors who held AMC Networks restricted stock units for the year ended December 31,2016 : 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 $51.33Granted27,066 $61.69Released/Vested— $—Vested award balance, December 31, 2016154,621 $53.15F-32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 employees of the Company who held unvested AMC Networks stock options for the year endedDecember 31, 2016 : 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— $— $—Granted388,385 $48.26 Balance, December 31, 2016388,385 $48.26 9.79 $1,585Options exercisable at December 31, 2016— $— $—(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, 2016 or December 31, 2015 , as indicated.During 2016, the AMC Networks granted 388,385 stock options to an executive. The stock options vest ratably over a three -year period and expire 10 yearsfrom the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The determination ofvolatility is principally based upon implied volatilities from traded options. The expected term represents the period of time that options granted are expected to beoutstanding. The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect applied against the expected term of the option atthe time of the grant. The expected dividend yield is estimated based on historical dividend activity. Below are the weighted average fair value of awards granted inthe periods presented and the weighted average of the applicable assumptions used to value stock options at grant date: Options grantedKey Assumptions Year Ended December 31,2016Weighted average fair value of grants $14.90Weighted average assumptions: Expected stock price volatility 30.18%Expected term of options (in years) 5.75Risk free interest rate 1.25%Expected dividend yield —In addition, the following table summarizes activity relating to Cablevision and The Madison Square Garden Company ("MSG") employees who held AMCNetworks stock options for the year ended December 31, 2016 : 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 $7,659Exercised(134,833) — $17.88 Balance, December 31, 2016— — $— $—Options exercisable at December 31, 2016— — $— $—(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, 2016 or December 31, 2015 , as indicated.F-33AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Share-based Compensation ExpenseThe Company recorded share-based compensation expense of $38,897 , $31,020 and $28,363 reduced for forfeitures for the years ended December 31, 2016 ,2015 and 2014 . 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 held by Cablevision and MSG employees, howeversuch stock options or restricted shares do have a dilutive effect on the Company’s net income per share.Share-based compensation expense is recognized in the consolidated statements of income as part of selling, general and administrative expenses. As ofDecember 31, 2016 , there was $89,594 of total unrecognized share-based compensation costs related to Company employees who held unvested AMC Networksrestricted stock units and options. The unrecognized compensation cost is expected to be recognized over a weighted-average remaining period of approximately2.7 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 $789 , $4,610 and $6,798 were recorded for the years ended December 31, 2016 , 2015 and 2014 , respectively.Long-Term Incentive PlansUnder the terms of the 2011 Cash Incentive Plan and 2016 Cash Incentive Plan, the Company is authorized to grant a cash award to certain employees. Theterms and conditions of such awards are determined by the Compensation Committee of the Company’s Board of Directors, may include the achievement ofcertain performance criteria and may extend for a period not to exceed ten years. In 2016, the Company’s long-term incentive program was modified and theCompany issued PRSUs whereas long-term cash performance awards were issued in prior years.In connection with the long-term incentive awards outstanding, the Company recorded expense of $15,130 , $30,497 and $19,795 for the years endedDecember 31, 2016 , 2015 and 2014 respectively. Liabilities for long-term incentive awards of $44,837 and $48,860 are included in accrued liabilities and otherliabilities in the consolidated balance sheets at December 31, 2016 and 2015 , respectively. These liabilities include certain performance-based awards for whichthe performance criteria had not yet been met as of December 31, 2016 as such awards are based on achievement of certain performance criteria through December31, 2017. The Company has accrued the pro-rata amount earned that it currently believes will ultimately be paid based upon the performance criteria establishedfor these performance-based awards. If the Company subsequently determines that the performance criteria for such awards is not probable of being achieved, theCompany would reverse the accrual in respect of such awards at that time.Note 18. 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 makes matching contributions on behalf of participating employees in accordance with the terms of the 401(k) Plan. In addition to thematching contribution, the Company may make a discretionary year-end contribution to employee 401(k) Plan accounts up to 4% of eligible compensation, subjectto certain conditions. The Company provides a matching contribution to the Excess Savings Plan similar to the 401(k) Plan.Total expense related to all benefit plans was $10,859 , $13,505 and $13,849 for the years ended December 31, 2016 , 2015 and 2014 , respectively. TheCompany does not provide postretirement benefits for any of its employees.Note 19. Related Party TransactionsOn June 30, 2011, Cablevision spun off the Company (the “Distribution”) and the Company became an independent public company. At the time of theDistribution, both Cablevision and AMC Networks were controlled by Charles F. Dolan, certain members of his immediate family and certain family relatedentities (collectively the “Dolan Family”).F-34AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)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 approximately 2% of the Company’s outstandingClass A Common Stock. Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 67% of theaggregate voting power of the Company’s outstanding common stock. Members of the Dolan Family are also the controlling stockholders of MSG and MSGNetworks. Prior to June 21, 2016, members of the Dolan Family were also the controlling stockholders of Cablevision.On June 21, 2016, Cablevision was acquired by a subsidiary of Altice N.V. and a change in control occurred which resulted in members of the Dolan Familyno longer being controlling stockholders of the surviving company, Altice USA. Accordingly, Altice USA is not a related party of AMC Networks.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 Networks to provide various transponder, technical and support services through 2020.Revenues, net from related parties amounted to $15,873 , $27,508 , and $28,089 for the years ended December 31, 2016 , 2015 and 2014 , respectively.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 $3,086 , $4,903 and $3,217 for the years ended December 31, 2016 , 2015 and 2014 , respectively.In 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.On June 16, 2016, AMC Networks entered into an arrangement with the Dolan Family Office, LLC (“DFO”), MSG and MSG Networks providing for thesharing of certain expenses associated with executive office space which will be available to Charles F. Dolan (the Executive Chairman and a director of theCompany and a director of MSG and MSG Networks), James L. Dolan (the Executive Chairman and a director of MSG and MSG Networks and a director of theCompany), and the DFO which is controlled by Charles F. Dolan. The Company’s share of initial set-up costs and office expenses is not material.Note 20. Cash FlowsDuring 2016 , 2015 and 2014 , the Company’s non-cash investing and financing activities and other supplemental data were as follows: Years Ended December 31, 2016 2015 2014Non-Cash Investing and Financing Activities: Continuing Operations: Increase in capital lease obligations10,982 6,191 18,747Treasury stock not yet settled10,454 — —Capital expenditures incurred but not yet paid6,988 6,423 6,638Promissory note payable— — 40,000Supplemental Data: Cash interest paid—continuing operations128,319 120,394 122,305Income taxes paid, net—continuing operations106,476 186,725 99,772F-35AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 21. Accumulated Other Comprehensive LossThe following table details the components of accumulated other comprehensive loss: Year Ended December 31, 2016 Year Ended December 31, 2015 CurrencyTranslationAdjustment Gains (Losses) onCash FlowHedges Accumulated OtherComprehensive Loss CurrencyTranslationAdjustment Gains (Losses)on Cash FlowHedges Accumulated OtherComprehensive LossBeginning Balance$(136,434) $377 $(136,057) $(77,492) $(1,756) $(79,248)Other comprehensive loss beforereclassifications(45,426) (565) (45,991) (55,852) 638 (55,214)Amounts reclassified from accumulatedother comprehensive loss— 587 587 — 2,727 2,727Net current-period other comprehensive(loss) income, before income taxes(45,426) 22 (45,404) (55,852) 3,365 (52,487)Income tax expense(12,329) (8) (12,337) (3,090) (1,232) (4,322)Net current-period other comprehensive(loss) income, net of income taxes(57,755) 14 (57,741) (58,942) 2,133 (56,809)Ending Balance$(194,189) $391 $(193,798) $(136,434) $377 $(136,057)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 22 . 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 operatingincome (a non-GAAP measure) defined as operating income (loss) before depreciation and amortization, share-based compensation expense or benefit, impairmentcharges, and restructuring expense or credit. We renamed this non-GAAP performance measure to adjusted operating income (“AOI”), formerly referred to asadjusted operating cash flow (“AOCF”). Other than the title, there is no change to the definition of this non-GAAP measure. The Company has presented thecomponents that reconcile adjusted operating income to operating income, an accepted GAAP measure, and other information as to the continuing operations ofthe Company’s operating segments below.F-36AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Year Ended December 31, 2016 NationalNetworks Internationaland Other Inter-segmenteliminations ConsolidatedRevenues, net Advertising$990,508 $94,467 $(1,000) $1,083,975Distribution1,320,532 365,529 (14,382) 1,671,679Consolidated revenues, net$2,311,040 $459,996 $(15,382) $2,755,654Operating income (loss)$784,027 $(120,914) $(5,557) $657,556Share-based compensation expense30,569 8,328 — 38,897Restructuring expense8,516 20,987 — 29,503Impairment charges— 67,805 — 67,805Depreciation and amortization32,376 52,402 — 84,778Adjusted operating income$855,488 $28,608 $(5,557) $878,539Capital expenditures$15,947 $63,273 $— $79,220 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) $2,580,935Operating income (loss)$754,243 $(42,542) $(2,508) $709,193Share-based compensation expense23,814 7,206 — 31,020Restructuring expense3,194 11,804 — 14,998Depreciation and amortization29,742 53,289 — 83,031Adjusted operating income$810,993 $29,757 $(2,508) $838,242Capital 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) $2,175,641Operating income$586,856 $(41,977) $1,474 $546,353Share-based compensation expense21,584 6,779 — 28,363Restructuring expense3,664 12,051 — 15,715Depreciation and amortization21,480 47,568 — 69,048Adjusted operating income$633,584 $24,421 $1,474 $659,479Capital expenditures$13,462 $26,277 $— $39,739Inter-segment eliminations are primarily licensing revenues recognized between the National Networks and International and Other segments as well asrevenues recognized by AMC Networks Broadcasting & Technology for transmission revenues recognized from the International and Other operating segment.F-37AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts) Years Ended December 31, 2016 2015 2014Inter-segment revenues National Networks$(14,963) $(6,719) $(1,802)International and Other(419) (291) (700) $(15,382) $(7,010) $(2,502)One customer primarily within the National Networks segment accounted for approximately 11% of consolidated revenues, net for the years endedDecember 31, 2016 . No customers accounted for more than 10% of revenues, net for the years ended December 31, 2015 and 2014 .The table below summarizes revenue based on customer location: Year Ended December31, 2016 Year Ended December31, 2015Revenue United States$2,215,430 $2,114,172Europe384,234 317,759Other155,990 149,004 $2,755,654 $2,580,935The table below summarizes property and equipment based on asset location: December 31, 2016 December 31, 2015Property and equipment, net United States$104,939 $93,951Europe39,976 48,043Other21,721 21,866 $166,636 $163,860Note 23. Condensed Consolidating Financial StatementsDebt of AMC Networks includes $600,000 of 4.75% senior notes due December 2022 and $1,000,000 of 5.00% senior notes due April 2024. All outstandingsenior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its existing and future domestic restricted subsidiaries (the“Guarantor Subsidiaries”). All Guarantor Subsidiaries are owned 100% by AMC Networks. The outstanding notes are fully and unconditionally guaranteed by theGuarantor 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-38AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Balance SheetDecember 31, 2016 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedASSETS Current Assets: Cash and cash equivalents565 320,950 159,874 — 481,389 Accounts receivable, trade (less allowance for doubtful accounts)— 537,751 162,904 — 700,655Amounts due from related parties, net— 508 — — 508Current portion of program rights, net— 307,050 134,080 — 441,130Prepaid expenses, other current assets and intercompany receivable948 151,175 15,961 (95,423) 72,661Total current assets1,513 1,317,434 472,819 (95,423) 1,696,343Property and equipment, net of accumulated depreciation— 104,272 62,364 — 166,636Investment in affiliates3,029,922 784,024 — (3,813,946) —Program rights, net— 947,657 160,929 — 1,108,586Long-term intercompany notes receivable— 432,099 817 (432,916) —Deferred carriage fees, net— 42,656 1,230 — 43,886Intangible assets, net— 180,297 305,512 — 485,809Goodwill— 69,154 588,554 — 657,708Deferred tax asset, net— — 8,598 — 8,598Other assets1,471 116,608 194,950 — 313,029Total assets3,032,906 3,994,201 1,795,773 (4,342,285) 4,480,595LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable— 40,033 48,644 — 88,677Accrued liabilities and intercompany payable71,680 182,667 125,505 (95,423) 284,429Current portion of program rights obligations— 226,474 74,371 — 300,845Deferred revenue— 42,782 10,861 — 53,643Current portion of long-term debt222,000 — — — 222,000Current portion of capital lease obligations— 2,645 1,939 — 4,584Total current liabilities293,680 494,601 261,320 (95,423) 954,178Program rights obligations— 365,262 32,913 — 398,175Long-term debt, net2,597,263 — — — 2,597,263Capital lease obligations— 6,647 28,635 — 35,282Deferred tax liability, net145,364 — 427 — 145,791Other liabilities and intercompany notes payable26,681 97,769 440,685 (432,916) 132,219Total liabilities3,062,988 964,279 763,980 (528,339) 4,262,908Commitments and contingencies Redeemable noncontrolling interests— — 219,331 — 219,331Stockholders’ equity: AMC Networks stockholders’ equity(30,082) 3,029,922 784,024 (3,813,946) (30,082)Non-redeemable noncontrolling interests— — 28,438 — 28,438Total stockholders’ equity(30,082) 3,029,922 812,462 (3,813,946) (1,644)Total liabilities and stockholders’ equity3,032,906 3,994,201 1,795,773 (4,342,285) 4,480,595F-39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 equivalents$434 $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) 72,989Total current assets4,592 1,155,855 416,640 (55,947) 1,521,140Property 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 — 736,275Deferred tax asset, net— — 10,765 — 10,765Other assets1,449 100,620 89,857 — 191,926Total assets$2,803,979 $3,793,648 $1,752,775 $(4,099,793) $4,250,609LIABILITIES AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable$6 $44,152 $26,990 $— $71,148Accrued liabilities and intercompany payable30,857 181,377 97,745 (55,947) 254,032Current 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 liabilities178,863 508,218 199,733 (55,947) 830,867Program rights obligations— 415,419 25,172 — 440,591Long-term debt, net2,519,808 — — — 2,519,808Capital lease obligations— 9,268 20,511 — 29,779Deferred tax liability, net112,376 — 10,605 — 122,981Other liabilities and intercompany notes payable32,209 62,805 409,355 (400,839) 103,530Total liabilities2,843,256 995,710 665,376 (456,786) 4,047,556Commitments 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)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) equity$2,803,979 $3,793,648 $1,752,775 $(4,099,793) $4,250,609F-40AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Condensed Consolidating Statement of IncomeYear Ended December 31, 2016 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedRevenues, net$— $2,142,325 $623,892 $(10,563) $2,755,654Operating expenses: Technical and operating (excluding depreciation and amortization)— 947,707 334,888 (2,611) 1,279,984Selling, general and administrative— 460,150 183,597 (7,719) 636,028Depreciation and amortization— 40,230 44,548 — 84,778Impairment charges— — 67,805 — 67,805Restructuring expense— 24,950 4,553 — 29,503Total operating expenses— 1,473,037 635,391 (10,330) 2,098,098Operating income— 669,288 (11,499) (233) 657,556Other income (expense): Interest expense, net(119,192) 38,137 (37,513) — (118,568)Share of affiliates' income (loss)591,395 (103,464) — (487,931) —Loss on extinguishment of debt(50,639) — — — (50,639)Miscellaneous, net(273) (2,892) (30,592) 233 (33,524)Total other income (expense)421,291 (68,219) (68,105) (487,698) (202,731)Income (loss) from operations before income taxes421,291 601,069 (79,604) (487,931) 454,825Income tax expense(150,781) (9,674) (4,407) — (164,862)Net income (loss) including noncontrolling interest270,510 591,395 (84,011) (487,931) 289,963Net income attributable to noncontrolling interests— — (19,453) (19,453)Net income (loss) attributable to AMC Networks' stockholders$270,510 $591,395 $(103,464) $(487,931) $270,510Condensed Consolidating Statement of IncomeYear Ended December 31, 2015 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedRevenues, net$— $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) 636,580Depreciation and amortization— 37,176 45,855 — 83,031Restructuring expense— 7,772 7,226 — 14,998Total 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) benefit(180,246) (9,183) (11,661) — (201,090)Net 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) $366,788F-41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, 2016 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedNet income (loss) including noncontrolling interest$270,510 $591,395 $(84,011) $(487,931) $289,963Other comprehensive income (loss): Foreign currency translation adjustment(45,426) — (45,426) 45,426 (45,426)Unrealized gain on interest rate swaps22 — — — 22Other comprehensive income (loss), before income taxes(45,404) — (45,426) 45,426 (45,404)Income tax expense(12,337) — — — (12,337)Other comprehensive (loss), net of income taxes(57,741) — (45,426) 45,426 (57,741)Comprehensive income (loss)212,769 591,395 (129,437) (442,505) 232,222Comprehensive (income) attributable to noncontrolling interests— — (16,491) — (16,491)Comprehensive income (loss) attributable to AMC Networks’ stockholders$212,769 $591,395 $(145,928) $(442,505) $215,731Condensed 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) $311,772F-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, 2016 Parent Company GuarantorSubsidiaries Non- GuarantorSubsidiaries Eliminations ConsolidatedCash flows from operating activities: Net cash provided by operating activities$401,179 $548,381 $55,450 $(490,685) $514,325Cash flows from investing activities: Capital expenditures— (42,064) (37,156) — (79,220)Payments for acquisitions, net of cash acquired— — (354) — (354)Purchases of investments— — (95,000) — (95,000)(Increase) decrease to investment in affiliates(159,533) (69,231) — 228,764 —Net cash used in investing activities(159,533) (111,295) (132,510) 228,764 (174,574)Cash flows from financing activities: Proceeds from the issuance of long-term debt982,500 — — — 982,500Principal payments on long-term debt(848,000) — — — (848,000)Premium and fees paid on extinguishment of debt(40,954) — — — (40,954)Payments for financing costs(2,070) — — — (2,070)Deemed repurchases of restricted stock/units(10,822) — — — (10,822)Purchase of treasury stock(223,237) — — — (223,237)Proceeds from stock option exercises1,228 — — — 1,228Excess tax benefits from share-based compensation arrangements789 — — — 789Principal payments on capital lease obligations— (2,475) (1,813) — (4,288)Distributions to noncontrolling interest— — (9,010) — (9,010)Net cash used in financing activities(140,566) (2,475) (10,823) — (153,864)Net increase in cash and cash equivalents from operations101,080 434,611 (87,883) (261,921) 185,887Effect of exchange rate changes on cash and cash equivalents(100,949) (261,921) 80,130 261,921 (20,819)Cash and cash equivalents at beginning of period434 148,260 167,627 — 316,321Cash and cash equivalents at end of period$565 $320,950 $159,874 $— $481,389F-43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 activities$1,050,818 $(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-44AMC NETWORKS INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)(Dollars in thousands, except per share amounts)Note 24. Interim Financial Information (Unaudited)The following is a summary of the Company’s selected quarterly financial data for the years ended December 31, 2016 and 2015 : For the three months ended, 2016:March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 2016Revenues, net$706,579 $684,832 $634,646 $729,597 $2,755,654Operating expenses(447,920) (506,800) (517,509) (625,869) (2,098,098)Operating income$258,659 $178,032 $117,137 $103,728 $657,556Net income including noncontrolling interests$120,064 $83,387 $67,469 $19,043 $289,963Net income attributable to AMC Networks’ stockholders$113,444 $77,175 $65,393 $14,498 $270,510Basic net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$1.56 $1.06 $0.91 $0.21 $3.77Net income$1.56 $1.06 $0.91 0.21 $3.77Diluted net income per share attributable to AMC Networks’ stockholders: Income from continuing operations$1.55 $1.05 $0.91 $0.20 $3.74Net income$1.55 $1.05 $0.91 $0.20 $3.74 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 income$230,747 $158,834 $159,268 $160,344 $709,193Net income including noncontrolling interests$126,676 $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 $5.01There 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 expense. In addition to the changes in operating income including restructuring expense and impairment charges, non-operating income and expense items such as interest expense, net, write-off of deferred financing costs, loss on extinguishment of debt and income tax expensealso impact quarter over quarter and year over year net income.F-45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, 2016 Allowance for doubtful accounts$4,307 $1,924 $(167)*$6,064Year 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 $4,276 *Amounts represent primarily the write-off of certain uncollectible trade receivables that had previously been fully reserved.S-1Exhibit 12AMC NETWORKS INC. AND SUBSIDIARIESCOMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(Dollars in thousands) Years Ended December 31, 2016 2015 2014 2013 2012Earnings: Income from continuing operations before income taxes$454,825 $582,794 $397,028 $469,001 $222,274Fixed charges133,437 136,748 137,890 121,073 132,716Total earnings as adjusted$588,262 $719,542 $534,918 $590,074 $354,990Fixed Charges: Interest Expense (*)$123,632 $128,135 $130,262 $115,860 $127,778Portion of rents representative of an interest factor9,805 8,613 7,628 5,213 4,938Total fixed charges$133,437 $136,748 $137,890 $121,073 $132,716Ratio of Earnings to Fixed Charges4.4 5.3 3.9 4.9 2.7 (*)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%AMC CMC HoldCo Limited United Kingdom 100%AMC Studios International C.V. Netherlands 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. 333-210340) on Form S-3 and (No.333-214083, No. 333-175206 and No. 333-189096) on Form S-8 of AMC Networks Inc. of our reports dated February 24, 2017, with respect to the consolidated balance sheets of AMC Networks Inc. as ofDecember 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ deficiency, and cash flows for each of theyears in the three-year period ended December 31, 2016, and the related financial statement schedule, and the effectiveness of internal control over financialreporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of AMC Networks Inc./s/ KPMG LLPNew York, New YorkFebruary 24, 2017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 23, 2017 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 23, 2017 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, 2016 (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 23, 2017 By:/s/ Joshua W. Sapan Joshua W. Sapan President and Chief Executive Officer Date:February 23, 2017 By:/s/ Sean S. Sullivan Sean S. Sullivan Executive Vice President and Chief Financial Officer

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